This Technology License Platform Agreement (this “Agreement”) is made and entered into as of the date on which you confirm your acceptance in accordance with Section 28 below (the “Effective Date”), by and between Ethos Technologies Inc. (“Ethos”), and the agent (“Agent”, “you”, or “your”). Ethos and Agent are sometimes referred to individually as a “Party” and collectively as the “Parties”.

1. Purpose and Scope

This Agreement governs Agent’s access to and use of Ethos’s proprietary online technology platform, portal, tools, training content, and related services that facilitate the marketing, sale, and servicing of life insurance products offered by or through Ethos (collectively, the “Platform”). The Platform enables eligible, properly-licensed third-party agents to submit applications, track sales and policy statuses, review compensation statements and chargebacks, access training content and marketing guidelines, and use certain sales enablement tools.

2. Agent Representations

Agent represents and warrants that, throughout the Term, Agent: (a) holds and will maintain all licenses, appointments, registrations, and continuing education required to solicit, negotiate, and sell the applicable life insurance products in each jurisdiction where Agent conducts activities; (b) is in good standing with all relevant departments of insurance; (c) has not been the subject of any felony conviction or regulatory action that would preclude licensing or appointment, investigation or proceeding by any Insurance Department, the SEC, FINRA, or any other regulatory agency; (d) will not engage in fraudulent, illegal, deceptive, misleading or unethical trade practices; and (e) will promptly notify Ethos of any change in status, including suspensions, restrictions, or investigations.

Ethos may, in its sole discretion, verify eligibility, conduct background checks, and require additional information and documentation from Agent. Any appointment of Agent with a carrier is subject to the carrier’s sole discretion and requirements. Ethos may deny, suspend, or revoke Platform access at any time for failure to satisfy eligibility requirements or for any breach of this Agreement.

3. License Grant; Acceptable Use

In consideration of Agent’s agreement to use commercially reasonable efforts to market, promote, and sell Company's products utilizing the Platform throughout the Term, Ethos grants Agent a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely to market, submit, and service Ethos products available on the Platform to Agent’s customers in jurisdictions where Agent is properly licensed and appointed.

Agent shall not: (a) copy, modify, adapt, translate, create derivative works of, or reverse engineer any part of the Platform or its functionality; (b) access or use the Platform to build a competitive product or service or for benchmarking without Ethos’s written consent; (c) bypass or interfere with any security or access controls; (d) share credentials or permit unauthorized access to the Platform; (e) scrape, harvest, or mine data from the Platform; or (f) use the Platform for any unlawful, misleading, or deceptive purpose.

5. No Supervision; Agent’s Responsibility for Compliance

Agent acknowledges and agrees that Ethos does not and will not supervise Agent’s sales activities. Agent is solely responsible for the manner and means by which Agent markets, solicits, negotiates, and sells insurance and other products, and for Agent’s full compliance with all applicable federal, state, and local laws, rules, and regulations, including but not limited to insurance producer licensing and appointment requirements, advertising and illustration rules, anti-rebating and inducement prohibitions, suitability and best-interest obligations where applicable, replacement and disclosure rules, unfair trade practices laws, privacy and data protection requirements, and telemarketing, email, and text messaging rules (including the TCPA, TSR, CAN-SPAM, and state Do-Not-Call laws), as well as carrier-specific guidelines and underwriting requirements.

To the extent the Agent utilizes the Platform to offer or sell any wills and/or trusts-related products or services, Agent acknowledges that Ethos is not a law firm, and Agent agrees not to provide any legal advice, make any legal representations, or participate in the practice of law. Agent shall fully comply with all applicable federal, state, and local laws, rules, and regulations, relating to the offering or sale of any wills and/or trusts-related products or services. 

Agent shall be solely responsible for the acts and omissions of Agent’s employees, contractors, and subproducers, and for ensuring they are properly licensed, appointed, trained, supervised, and bound to obligations no less protective than those in this Agreement.

6. Independent Contractor; No Authority

Agent is an independent contractor and not an employee, partner, joint venturer, agent, or legal representative of Ethos for any purpose. Agent has no authority to and shall not, bind Ethos or any carrier, make underwriting or coverage determinations, waive terms, accept risks, collect premiums unless expressly authorized in writing, or make statements, representations or warranties on behalf of Ethos or any carrier. Agent shall not market themselves or their agency as an employee, partner, joint venturer, agent, or legal representative of Ethos, and shall not produce or use any marketing content, including but not limited to on any website, social media, or email, which might create such an impression.

7. Training, Materials, and Marketing Guidelines

Ethos may make training content, sales tools, and marketing guidelines available through the Platform. Agent is solely responsible for understanding product features, limitations, underwriting requirements, and applicable sales rules before making recommendations. Agent shall use only carrier- and Ethos-approved advertising and marketing materials as provided or expressly approved in writing, and shall not modify materials without approval. Lead generation, marketing, and customer outreach must comply with all applicable law and the marketing guidelines. Ethos may update training and guidelines from time to time.

8. Submissions; Applications; Policy Servicing

Agent shall submit applications only for customers who have authorized such submissions and who have received all required disclosures and notices. All applications are subject to underwriting, eligibility, and acceptance by the applicable carrier. Ethos and carriers may accept or reject applications in their sole discretion. Agent shall promptly forward all customer communications relevant to applications or policies to Ethos or the carrier as instructed and shall not make promises inconsistent with underwriting outcomes, product terms, or carrier practices.

9. Compensation; Chargebacks; Setoff

Agent’s compensation earned through the Platform, if any, for successful sales of Ethos products will be paid by Ethos or the Agent’s parent agency in accordance with the terms of the then-current producer agreement in effect at that time between Ethos and Agent or Ethos and Agent’s parent agency (the “Compensation Terms”). 

Compensation may be subject to chargeback, reversal, setoff, or adjustment for policy lapses, cancellations, rescissions, refunds, replacements, or other terminations, as specified in the Compensation Terms. 

10. Platform Data; Reporting

The Platform may display information regarding Agent’s submissions, policies, compensation, referral fees, and chargebacks. Ethos will use commercially reasonable efforts to maintain accurate records; however, Platform data is informational and non-binding, and final compensation and policy determinations are governed by the Compensation Terms and carrier records. 

11. Customer Information; Privacy and Security

Agent shall obtain all legally required consents and authorizations from customers before submitting their personal information to Ethos. Agent acknowledges that Ethos or the carrier will determine the lawful basis for processing and using customer information consistent with their privacy notices.

Agent shall implement and maintain appropriate administrative, technical, and physical safeguards designed to protect customer information against unauthorized access, disclosure, or use, and shall promptly notify Ethos of any suspected or actual security incident affecting such information. 

12. Intellectual Property

Ethos owns all right, title, and interest in and to the Platform, including all content, software, interfaces, documentation, training content, tools, and updates. Except for the license expressly granted herein, no other rights are granted to Agent. Agent grants Ethos a nonexclusive, royalty-free license to use Agent’s name, trademarks, and logos solely to identify Agent within the Platform and in connection with Platform functionality and sales tracking. Ethos may collect and use aggregated and de-identified data derived from Platform usage for analytics, product improvement, and industry insights, provided it does not identify Agent or customers.

13. Confidentiality

Confidential Information means all proprietary or nonpublic information disclosed by Ethos to Agent, including but not limited to platform functionality, system architecture, product and pricing information, compensation rates, policies, training materials, customer lists, and business plans. Agent shall use Confidential Information solely to perform under this Agreement, shall not disclose it to any third party except as approved in writing by Ethos, and shall protect it using at least the same degree of care as Agent uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations do not apply to information that is publicly available (unless due to a breach by the Agent or its representatives), already known to Agent without restriction, independently developed without use of or reference to Confidential Information, or rightfully received from a third party without duty of confidentiality. Upon termination, Agent shall cease use and, upon request, return or destroy Confidential Information, except for archival copies retained per legal or regulatory requirements.

14. Compliance; Background Screening; Audit Cooperation

Agent shall maintain and, upon reasonable request, provide evidence of current licenses, appointments, continuing education, and errors and omissions insurance with limits not less than $1,000,000 per claim and $1,000,000 aggregate (or such higher amounts as required by applicable law or a carrier). Agent authorizes Ethos and applicable carriers to conduct background checks and to verify licensing and appointment status. Upon reasonable notice, Agent shall cooperate with Ethos’s or a carrier’s compliance reviews related to sales conducted through the Platform and shall provide relevant records and responses to the extent permitted by law.

15. Regulatory Inquiries and Complaints

Agent shall promptly notify Ethos in writing of any consumer complaint, regulatory inquiry, subpoena, investigation, or legal demand relating to any sales or services conducted through the Platform, and shall cooperate with Ethos and the applicable carrier in responding to such matters. Agent shall not settle any complaint that implicates Ethos or a carrier without prior written consent.

16. No Warranty; Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. ETHOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ETHOS DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET AGENT’S REQUIREMENTS. AGENT IS SOLELY RESPONSIBLE FOR THE ACCURACY AND LEGALITY OF ALL SUBMISSIONS AND SALES CONDUCT.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ETHOS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF AGENT’S USE OF THE PLATFORM OR THE TERMS OF THIS AGREEMENT. ETHOS’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO AGENTS USE OF THE PLATFORM OR THE TERMS OF THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500). THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

18. Indemnification

Agent shall defend, indemnify, and hold harmless Ethos, its affiliates, carriers, and their respective officers, directors, employees, and agents from and against any and all claims, suits, demands, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Agent’s sales, marketing, or servicing activities, including any misrepresentations made by the agent in relation to such activities or any violation of the TCPA committed by such Agent; (b) Agent’s breach of this Agreement; or (c) Agent’s violation of any applicable law, statute or regulation, including all applicable insurance marketing regulations. Ethos may elect to participate in the defense with counsel of its choosing at its own expense.

19. Term; Termination

This Agreement commences on the Effective Date and continues for successive one-year terms unless terminated as provided herein. Ethos may suspend or terminate Agent’s access to the Platform immediately upon notice if Agent breaches this Agreement, loses required licenses or appointments, engages in misconduct or fraud, or if required by law or a carrier. Either party may terminate this Agreement without cause upon sending written notice to the other party. Upon termination, all licenses immediately cease, and Agent shall stop all use of the Platform and return or destroy Ethos’s Confidential Information. Sections that by their nature should survive (including Sections 5, 6, 9–18, 20–24) will survive termination.

20. Updates; Support; Phone, Text and SMS Consent

Ethos may modify the Platform, training content, and features from time to time, including by adding or removing functionality. Ethos will use commercially reasonable efforts to provide standard support through the Platform but does not guarantee any specific service levels. Ethos may schedule maintenance that may temporarily affect availability.

Agent further agrees that Ethos as well as its insurance carriers and service providers may contact Agent via calls as well as text and SMS messages for advertising, marketing and sales purposes at the phone number provided by Agent to Ethos. Agent understands that (i) calls, texts and SMS messages may be auto-dialed and/or generated by an artificial or pre-recorded voice; (ii) Agent may opt out of these communications at any time by following the directions provided by Ethos; (iii) message and data rates may apply; and (iv) Agent’s consent to these communications is not a condition of any purchase.

21. Consent to Recordings 

Agent and Ethos each acknowledge and agree that the other party may record, transcribe, and create automated notes of any telephone calls, videoconferences, or other communications between the parties and their respective agents and personnel using artificial intelligence tools or other technologies, and Agent and Ethos hereby consent to such recording, transcription, and automated note-taking for purposes including, without limitation, quality assurance, training, compliance, and internal business use. Agent and Ethos shall each be responsible for informing their own agents and personnel of the foregoing and obtaining any additional consents required under applicable law.

22. Anti-Corruption; Sanctions; AML

Agent shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and similar laws, and shall not offer or provide anything of value to any person to improperly obtain or retain business. Agent represents that neither Agent nor any of its owners or principals is on any U.S. or applicable sanctions list. Agent shall comply with applicable anti-money laundering laws and cooperate with Ethos and carriers in customer identity verification and suspicious activity reporting as requested.

23. Notices

Ethos may provide notices via the Platform or to the email address on file, which are deemed given when sent. Agent shall keep contact information current. Legal notices to Ethos must be sent to Ethos Technologies Inc., Attn: Legal Department, 1606 Headway Circle, #9013, Austin, TX 78754, with a copy to [email protected], and are deemed given upon receipt.

24. Assignment

Agent may not assign, delegate, or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Ethos’s prior written consent. Any attempted assignment in violation of this Section is void. Ethos may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

25. Governing Law

This Agreement is governed by the laws of the State of Texas, consistent with the Federal Arbitration Act, without regard to its conflicts of laws principles. 

26. Arbitration Agreement  

Please read this section (the “Arbitration Agreement”) carefully.  It is part of your Agreement with Ethos and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and Ethos agree that any dispute, claim, or disagreements arising out of or relating in any way to the terms or performance of this Agreement, including claims and disputes that arise between you and Ethos before the Effective Date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Ethos may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Ethos may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Ethos.  If that occurs, Ethos is committed to working with you to reach a reasonable resolution.  You and Ethos agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Ethos therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), the parties will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Ethos that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at 1606 Headway Cir, #9013, Attn: Legal Department, Austin, TX 78754.  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

Waiver of Jury Trial.  YOU AND ETHOS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Ethos are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Section titled “Applicability of Arbitration Agreement”.  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

Waiver of Class and Other Non-Individualized Relief.  YOU AND ETHOS AGREE THAT, EXCEPT AS SPECIFIED IN THE SECTION TITLED “BATCH ARBITRATION”, EACH OF THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE PRODUCER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PRODUCER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section titled “Batch Arbitration”.  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Ethos agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Texas.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Ethos from participating in a class-wide settlement of claims.

Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Ethos agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by National Arbitration and Mediation (“NAM”), in accordance with NAM’s Standard Rules and Procedures (the “NAM Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The NAM Rules are currently available at https://www.namadr.com/content/uploads/2020/04/RULES-STANDARD.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  A Request to Ethos should be sent either by mail to 1606 Headway Circle, #9013, Austin, TX 78754 or by email to [email protected]. A Request to you will be sent to your email address or regular address you provided when onboarding to the Platform. The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. Unless you and Ethos otherwise agree, an in-person hearing will be held in the county where you reside, or as determined by the arbitrator (in the case of Batch Arbitration).  Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any NAM fees and costs will be solely set forth in the applicable NAM Rules.

You and Ethos agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from NAM’s roster of Neutrals.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section titled “Batch Arbitration” is triggered, NAM will appoint the arbitrator for each batch.

Authority of Arbitrator.The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section titled “Waiver of Class and Other Non-Individualized Relief”, including any claim that all or part of the Section titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section titled “Batch Arbitration”, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section titled “Batch Arbitration”.  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and Ethos.  Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs.The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Ethos need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration.To increase the efficiency of administration and resolution of arbitrations, you and Ethos agree that in the event that there are ten (10) or more individual Requests of a substantially similar nature filed against Ethos by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period (or as soon as possible thereafter), NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Ethos.

You and Ethos agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out.You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 1606 Headway Cir., #9013, Attn: Legal Department, Austin, TX 78754, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your account (or if no email address is associated with your account, any valid email address where you can be contacted), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other terms of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. 

Governing Courts. To the extent that the Dispute is not covered by any arbitration agreement between you and Ethos, it shall proceed before the state or federal courts located in the State of Texas (except for small claims court actions which may be brought in the county where you reside).

This arbitration provision shall not limit or affect the right of either Party to seek from any court having proper jurisdiction any injunctive or other equitable relief to prevent breaches of this Agreement for which money damages would not be a sufficient remedy or irreparable harm may result.  The party seeking such injunctive or other equitable relief shall not be required to secure or post any bond or surety in connection with such relief.   

27. Entire Agreement; Changes

This Agreement, together with any terms, policies or guidelines referenced in the Platform, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous understandings. Ethos may update the terms of this Agreement by notice through the Platform; continued use of the Platform after the effective date of an update constitutes acceptance. If Agent does not agree to an update, Agent’s sole remedy is to terminate and cease using the Platform.

28. Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid provision will be replaced with a valid provision that most closely reflects the parties’ original intent. No waiver of any breach is a waiver of any other or subsequent breach. No waiver is effective unless in writing and signed by the waiving party.

29. Electronic Acceptance

This Agreement may be accepted electronically, including by (1) checking or clicking a box, circle or other entry on any Ethos website, modal, or portal indicating agreement with or acceptance of this Agreement, (2) executing any Ethos document, agreement or form referencing adoption or incorporation of this Agreement, and/or (3) submitting an application to Ethos through the Platform. 

By accessing or using the Platform, Agent acknowledges that Agent has read, understands, and agrees to be bound by this Agreement, including the explicit acknowledgment that Ethos does not supervise Agent’s sales activities and has no responsibility for Agent’s compliance with insurance laws and regulations.