AFFINITY GROUP MARKETING AGREEMENT
This Agreement made between Quotescanada.com (hereinafter called the
"Quotescanada") having a principal place of business at 601 - 889 West Pender
St., Vancouver, BC, V6C 3B2 and Vector Insurance Network (Ontario) Limited
(hereinafter called "Vector") having a principal place of business at 4120 Yonge
Street, Suite 312, Toronto, Ontario, M2P 2B8.
Whereas Vector carries on business as an insurance broker offering a wide range
of Insurance and financial services from some of Canada's leading insurers and
is part of the Canada wide Vector Insurance Network;
And whereas Quotescanada has among its members individuals who would be
interested in purchasing Home & Auto Insurance who are presently not purchasing
Home & Auto Insurance from Vector ("Customers").
Now therefore for good and valuable consideration the parties agree as follows:
PROGRAM OFFERING - It is the intention of this Agreement for Vector to market
Quotescanada Members Home & Auto Insurance and other related Insurance products
and/or services as may be mutually agreed upon by the parties in the future.
RESPONSIBILITY OF PARTIES
(a) Vector shall be responsible for operating sales and services locations
to enable Members to contact it through the telephone, internet and at its
retail locations. Vector will be responsible for all expenses related to
carrying out its responsibilities as set out in this paragraph.
(b) Quotescanada shall be responsible for promoting these programs to its
members through the use of existing and proposed marketing initiatives including
the establishment of an insurance channel or button exclusively for Quotescanada
Members, e-mail announcement of special programs and other methods deemed
suitable for this program. Quotescanada will be responsible for all costs
related to carrying out its responsibilities as set out in this paragraph.
(c) Quotescanada and Vector will jointly design marketing materials and
advertising initiatives for these programs. All marketing material will require
the final written approval of both Vector and Quotescanada in order to ensure
compliance with regulatory guidelines.
MARKETING FEES - Vector will pay to Quotescanada marketing fee of 1.25% of
premium written and settled for both new and renewal policies in respect of
Members who purchase policies from Vector. Marketing fees will be paid
quarterly in respect of marketing fees earned by Quotescanada in the prior
quarter. Fees paid to Quotescanada may be adjusted from time to time based on
review of the program and its overall performance.
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CLIENT OWNERSHIP - Vector agrees that it will not market any of its products to
Members except as may be contemplated by this Agreement. It is understood by
both parties and an individual who purchases insurance through Vector is
contacting directly with the insurer(s) and that Quotescanada does not have the
authority to make decisions on behalf of an insured individual with respect to
coverage or participation or change of Agent of Record without written consent
of the insured.
Following the termination of this Agreement, Vector shall not make any use of
any list of Members for any purpose except to fulfill its obligations in respect
of policies or any renewals thereof.
AUTHORITY - Quotescanada shall have no authority to make any binding agreement
or incur any obligations on behalf of Vector. Nothing herein contained shall be
construed to constitute the relationship hereby created between the parties as
an agency, a partnership, a joint venture or otherwise.
TERM - The term of this Agreement shall be for a period of three (3) years from
the date of the Agreement. Such Agreement shall automatically renew for a
subsequent (1) year period on the subsequent expiry date, unless terminated by
either party upon giving three (3) months prior written notice of its intent to
terminate.
TERMINATION
(a) This Agreement may be terminated by Vector in the event that it is not
satisfied with the profitability of the programs contemplated by the Agreement.
In that event, Vector must deliver 90 days written notice to Quotescanada o fits
intention to terminate this Agreement.
(b) Quotescanada may terminate this Agreement in the event that Vector does
not provide satisfactory service and competitive prices for its services and
products. Quotescanada must act reasonably and shall first give written notice
to Vector of the deficiencies in service and price and allow Vector 90 days to
remedy the deficiencies. In the event that Vector is unable to satisfy
Quotescanada, acting reasonably, this Agreement shall terminate 30 days after
Quotescanada has given written notice to Vector of its failure to remedy the
deficiencies.
EXCLUSIVITY - Throughout the duration of this Agreement and subsequent renewal
terms, Quotescanada endorses Vector as the exclusive broker and distributor of
personal insurance products as described in this Agreement.
ENTIRE AGREEMENT - This Agreement, including any attached schedules,
supplements, or amendments, represents the entire agreement between Quotescanada
and Vector. Vector will not be bound by any promise, agreement or understanding
or representation unless it is made in this Agreement, or in a written document
signed by an authorized official of Vector which is meant to amend, alter or add
to this Agreement.
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GOVERNING LAW - This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of Ontario.
Executed at Earthramp.com this 28th day of March, 2000
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/s/ Dylan Crawshan /s/ Ralph Brown
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Quotescanada.com Vector Insurance Network (Ontario) Limited
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SCHEDULE "A"
MARKETING FEES
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Issued First Year & Renewal Fees are based on 1.25%
NOTE:
The above fees are to be paid monthly to Earthramp.com.
Marketing fees paid for business issued is subject to review by Vector in the
event that there is a change in compensation paid to Vector by the Carrier.
Carriers may be substituted from time to time by Vector at the sole discretion
of Vector.
