AgentInsider®™ Lead Generation and Agent Directory Participation Agreement
Last Revised: February 4, 2009
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE "I AGREE" BOX AT THE BOTTOM, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO THE TERMS SET FORTH HEREIN.
This Participation Agreement ("Agreement") is made between InsWeb Corporation ("InsWeb"), which owns and operates the AgentInsider® Lead Generation Program("Lead Generation Program") and Agent Directory Program, and the insurance agent or agency who wishes to participate in the Program ("Agent").
Terms of this Agreement may be revised from time to time by InsWeb, without obligation on InsWeb's part to notify Agent about any such changes.
Agent acknowledges that it is Agent's responsibility to periodically review this Agreement for any changes. Agent's initial or continued use of
either the Lead Generation Program or the AgentDirectory Program shall serve as Agent's acceptance of the applicable terms set forth in this Agreement,
including any changes hereto.
I. LEAD GENERATION PROGRAM
1. Definitions
(a) "Account" shall be established when the Agent makes an initial deposit of funds during the registration process of the Program.
(b) "Agent Offer" shall include Agent's name, contact information (and logo if available).
(c) "Bidding Agent" shall mean an Agent that funds an Account and bids for Leads in the Program, other than a pre-determined price as pre-approved in writing by InsWeb.
(d) "Confidential Information" shall mean financial results, technology, business procedures or plans, and other information that is confidential or proprietary, and which may be disclosed to the other party.
(e) "Electronic Record" shall mean any agreements, disclosures, contracts, statements, invoices, receipts, notices, modifications, amendments, and all other evidence of InsWeb's transactions with Agent that is provided to Agent electronically in compliance state and federal law.
(f) "InsWeb Service" shall mean the quotation and shopping service offered to consumers by InsWeb, which consists of quote request forms and various tools and educational content.
(g) "InsWeb Website" shall mean the web pages hosted by InsWeb that includes, but not limited to, the InsWeb Service.
(h) "Lead" shall mean a consumer's contact and quote information that is sourced from the Lead Generation Program and delivered to Agent.
(i) "Lead Fee" shall be either the accepted bid submitted by Agent during the registration process, or if applicable, the amount agreed to in writing by InsWeb.
(j) "Leads Selection System" shall consist of an online functionality allowing Agent to sign up to receive Leads for specific products and ZIP Codes and to specify a maximum Lead volume.
(k) "Licensed Marks" consists of an agent's name, logo and other trademarks, trade names and service marks provided to InsWeb for display on the InsWeb Website.
(l) "Quote Summary Page" shall mean the page or pages on the InsWeb Website containing the Agent Offer and offers from other insurance providers.
2. Registration
Agent's participation in the Program is conditioned upon Agent's registration and approval by InsWeb. InsWeb may (with no liability) deny Agent approval to participate in the Program on any reasonable grounds as determined solely by InsWeb. All information provided by Agent during the registration process shall be governed by InsWeb's privacy and security statement located at http://www.insweb.com/privacy.shtml.
3. License Verification
Prior to accepting Agent's registration, Agent acknowledges and agrees that InsWeb may investigate and/or verify Agent's resident (and any applicable non-resident) insurance licenses through NIPR’s Producer Database and/or any applicable state insurance department’s database. Nothing in this Agreement shall require InsWeb to notify Agent of any state licensing obligations (including continuing education, payment or other requirements).
4. Lead Selection System
Following successful registration, Agent will be provided with a password and login information to access the Lead Selection System.
5. Participation in Program
InsWeb shall have sole authority to decide on the look, feel and content of the Quote Summary Page, including without limitation the minimum bid amount, and number and types of offers displayed to consumers. Agent acknowledges that (i) Leads shall not be delivered to Agent on an exclusive basis, and that InsWeb may distribute Leads multiple times to different insurance providers; and (ii) InsWeb may enter into agreements with other insurance carriers, agents and insurance related entities with respect to their participation in the Program and that such agreements may impact the frequency in which Leads are delivered to Agent. If Agent's Offer is selected for display to consumers, InsWeb makes no representations as to the position or ranking of Agent's Offer in the Program. Moreover, InsWeb reserves the right at anytime to change or modify the Lead Generation Program, the InsWeb Website or its on-line insurance quotation and shopping service.
6. Leads
6.1 Delivery and Content
InsWeb shall deliver Leads to the email address provided by Agent during the registration process. Agent is responsible for ensuring that a valid and current email address is on file with InsWeb. Agent acknowledges that InsWeb shall not be held responsible for any undeliverable or returned emails. In the event that Agent is participating in InsWeb's remnant lead program ("Remnant Program"), Agent acknowledges that (i) InsWeb makes no guarantee with respect to the number or quality of leads delivered to Agent; and (ii) Agent may not have the ability to make changes within the AgentInsider Lead Selection System.
6.2 Use of Leads
Agent agrees to use Leads only for the purpose of providing insurance quotes and products to consumers. Agent agrees not to refer, re-sell, or otherwise distribute Leads (or any information within the Leads) to any third party. Agent agrees not to use Leads in an unlawful, threatening, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive or fraudulent way. Any violation of this Section shall constitute a material breach and InsWeb shall have (among other available remedies) the immediate right to terminate Agent's participation in the Program.
7. Payment & Disputes
7.1 Payment
Agent agrees to pay InsWeb for all Leads sent to Agent (subject to any Lead credits approved by InsWeb).
7.2 Bidding
Bidding Agents acknowledges that Bidding Agent shall be solely responsible for all bids (including bids utilizing the Max Bid program) that are submitted by either the Bidding Agent or Bidding Agent’s employees, agents, co-workers, or any other person having Bidding Agent's authority to submit such bids for, or on behalf of the Bidding Agent. Bidding Agents will be required to establish an Account during the registration process from which Lead Fees will be deducted as follows:
(a) Initial Funding
The Account shall be initially funded when (during the registration process) the Bidding Agent makes a minimum deposit using a valid credit card. Bidding Agent's Account shall not be debited until the Bidding Agent's first Lead is delivered to the Bidding Agent.
(b) Replenish Funding
When (a) the dollar amount in the Bidding Agent's Account falls to a level in which the balance in the Bidding Agent’s Account cannot cover a subsequently-delivered Lead, Bidding Agent authorizes InsWeb to automatically charge Bidding Agent's credit card to replenish the dollar amount in the Account, which (unless modified by the Bidding Agent) shall always be the same dollar amount as the Bidding Agent's minimum deposit.
(c) Notification and Authorization
Bidding Agent shall receive email notification (a) each time a charge is made to Bidding Agent's credit card to; and (b) when the dollar amount in Bidding Agent's Account becomes exhausted or reaches a minimum amount as determined by InsWeb. If, at anytime, InsWeb is unable to authorize Bidding Agent's credit card, InsWeb reserves the right (in its sole discretion) to either suspend or terminate Bidding Agent's participation in the Program. Additionally, InsWeb is not responsible for any charges or expenses incurred by Bidding Agent (e.g., for overdrawn accounts, exceeding credit limit, etc.) resulting from charges processed by InsWeb.
(d) Refunds
Bidding Agent acknowledges that any funds in Bidding Agent's Account shall remain until such time (a) the funds are exhausted; or (b) that Bidding Agent terminates his/her participation in the Program. Upon termination, any unused funds not disputed by InsWeb shall be reimbursed by check to Bidding Agent within sixty (60) days of termination.
(e) Disputes & Charge-Backs
Bidding Agent will have ten (10) days from the transaction date to notify InsWeb of any disputes or objections to credit card charges processed by InsWeb. If InsWeb (in its sole discretion) determines that Bidding Agent is entitled to a full or partial refund, InsWeb shall issue a check to Bidding Agent or credit Bidding Agent’s credit card within sixty (60) days of such determination. . If Bidding Agent's dispute results in Bidding Agent receiving a "charge-back" to Bidding Agent's credit card from Bidding Agent's credit card company, and Bidding Agent also receive a full or partial refund check from InsWeb, Bidding Agent agrees that he/she shall immediately return the issued check to InsWeb. Bidding Agent acknowledges and agrees that InsWeb may institute collection proceedings against Bidding Agent for any amount uncollected by InsWeb.
8. Credit for Defective Leads
If the Agent receives a Lead that contains obviously invalid contact information (e.g. contact name is "Mickey Mouse," or phone number is "123-4567"), or is a duplicate Lead received by the Agent within the previous thirty (30) days (collectively a "Defective Lead"), the Agent shall receive a credit for the Defective Lead that will allow the Agent to purchase a replacement Lead ("Lead Credit"). Although Lead Credits will never expire, they shall (a) have no cash value; (b) only be used to purchase additional Leads; and (c) be forfeited upon termination of Agent’s account. No credit will be given for Leads containing immaterial errors or inaccurate contact information (as determined solely by InsWeb). Bidding Agents must request credit for any Defective Leads within ten (10) days following distribution of that Lead through the Program. If Agent does not request credit during this 10 day period, the Lead shall become ineligible for credit. All requests for credit must include supporting documents reasonably requested by InsWeb. InsWeb makes no representations or warranties concerning the contact ratios, close ratios or financial returns from Leads delivered under the Program.
9. Agent Conduct
If it is determined by InsWeb (in its sole discretion) that Agent (a) is habitually unresponsive in making initial contact with consumers; (b) is subject to regulatory investigation or action by an insurance department or other regulatory agency; (c) has failed to maintain an active insurance license in the agent's resident state or in state(s) in which agent seeks Leads; (d) has misused the information contained in a Lead, including, without limitation, any violation of a consumer's privacy rights; or (e) is the subject of complaints by consumers, InsWeb may immediately suspend or terminate Agent's participation in the Program and, if applicable, return to Agent any unearned funds in Agent's Account within sixty (60) days from the date of termination.
10. Representations & Warranties of InsWeb
InsWeb represents and warrants that (a) the InsWeb Website, InsWeb Service and Program do not infringe upon the intellectual or proprietary rights of any third party; (b) it shall comply with all state and federal laws and regulations in carrying out the terms of this Agreement; (c) any and all Leads shall conform to recognized industry standards for data security, encryption and protocol; and (d) all Leads are from consumers that have voluntarily submitted their information or otherwise consented to being contacted regarding a quote and potential sale of an insurance product.
11. Representations & Warranties of Agent
Agent represents and warrants that Agent it:
(a) shall comply with all applicable state and federal laws and regulations (including laws and regulations relating to financial privacy, the Federal CAN-Spam Act, and the FTC's Telemarketing Sales Rule a/k/a "Do-Not-Call Registry");
(b) has not, in the past ten years, been convicted of any felony or misdemeanor (or comparable violation of law) anywhere in the world, and no criminal or comparable proceeding is now pending against Agent anywhere in the world;
(c) has all licenses, certifications and other governmental and non-governmental authorizations required for the conduct of Agent's business as an insurance agent or broker;
(d) shall not use any means (artificial or otherwise) to manipulate, circumvent, deceive, interrupt, or otherwise interfere with the InsWeb Website, the InsWeb Service or the Program;
(e) shall not upload or introduce any viruses, worms, Trojan Horse, adware, spyware or other malware on the InsWeb Website, the InsWeb Service or the Program;
(f) has the proper authority to advertise and sell the products and/or services listed in the Agent Offer;
(g) shall not make any statements (written or verbal) that are misleading, deceptive, untruthful, defamatory, obscene, intended to harass or annoy or which violates any laws; and
(h) has permission to use any logo, trademark, service mark or other intellectual or proprietary rights of all content in Agent's Offer.
12. Indemnification
Agent agrees to indemnify, defend and hold harmless InsWeb and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonably attorney's fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by Agent of any duty, representation or warranty under this Agreement. This section shall survive completion, cancellation or termination of the Agreement.
13. Notification by Agent
Agent acknowledges and agrees that Agent shall promptly notify InsWeb of any changes to the representations and warranties set forth above, including any change in the status of any of Agent's insurance licenses, contact information, and any apparent breach of security (such as loss, theft, or unauthorized disclosure or use of Agent's user name or password).
14. Intellectual Property
14.1 Agent's Trademark
Agent grants to InsWeb a nonexclusive, nontransferable (without right to sublicense) license to use, during the term of this Agreement the Licensed Marks solely for purposes of carrying out the terms of this Agreement. InsWeb agrees that the Licensed Marks are and will remain the sole property of Agent and agrees not to contest the ownership of the Licensed Marks, nor misappropriate the Licensed Marks for its own use. Agent reserves all rights to control the use of the Licensed Marks, and InsWeb shall not use, change, or modify the Licensed Marks in any manner without prior written authorization from Agent. InsWeb shall (1) cause the appropriate designation "TM" or "SM" or the registration symbol "®" to be placed adjacent to the Licensed Marks in connection with each use or display thereof and to indicate such additional information as Agent shall reasonably specify from time to time concerning the use of the Licensed Marks, and (2) comply with all applicable laws pertaining to trademarks in force.
14.2 Reservation of Rights by InsWeb
Except as expressly granted in this Agreement, Agent shall have no other rights of any kind in the Licensed Content, the InsWeb Website, the InsWeb Service or the Lead Generation or Agent Directory Program. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of InsWeb's intellectual property or proprietary technology other than the use of the Licensed Content in accordance with the terms of this Agreement. Agent acknowledges that InsWeb's Website, InsWeb's Service and the Lead Generation and Agent Directory Program is the sole property of InsWeb, and this Agreement only grants Agent a limited right to display the Licensed Content on Agent's Website under the terms and conditions of this Agreement.
15. Termination
15.1 By Agent
Agent may terminate his/her participation in the Lead Generation Program at any time by closing his/her Account, the functionality of which shall be located within the Program. If applicable, InsWeb shall refund within sixty (60) days of the effective date of termination any undisputed funds in Agent's Account.
15.2 By InsWeb
InsWeb reserves the right to immediately terminate this Agreement at any time (in its sole discretion) without notice to Agent. Additionally, InsWeb reserves the right to block or restrict Agent's access to the Lead Generation Program. If applicable, InsWeb shall refund within sixty (60) days of the effective date of termination any undisputed funds in Agent's Account.
16. Confidentiality
Each party acknowledges that during the term of this Agreement, Confidential Information may be disclosed to the other party. Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party without use of the Confidential Information, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Each of the parties shall not use the Confidential Information except in the performance of its obligations under this Agreement. Furthermore, other than in accordance with the terms of this Agreement or as required by law or legal process, neither party shall disclose the Confidential Information of the other party to anyone other than the receiving party's employees or the employees of its affiliates who have a need to know in connection with this Agreement. Upon termination or expiration of this Agreement, or at the request of the disclosing party, the receiving party shall return the Confidential Information to the disclosing party, or destroy it, at the disclosing party's option.
17. Privacy
Agent acknowledges and agrees that the Leads provided to Agent under the terms of this Agreement contain personally identifiable information of the Consumer ("Personal Information"). As such, Agent shall only disclose Personal Information in accordance with applicable state and federal laws and regulations. Additionally, Agent shall comply with Agent's posted privacy policy.
18. Electronic Signature
Agent acknowledges and agrees that InsWeb may provide Agent with Electronic Records. Agent may request a paper copy of the Electronic Record by writing to InsWeb at the following address: InsWeb Corporation Attention: Legal Department, P.O. Box 580, Gold River, CA 95741-0580. Agent acknowledges that any withdrawal of Agent's consent will automatically terminate Agent's participation in the Program. All electronic communications that meet the requirements set forth herein will be deemed to be valid and authentic, and Agent agrees that such electronic communications will be given the same legal affect as written and signed paper communications. Furthermore, Agent acknowledges and agrees that Agent will not contest the validity of the original or copies, absent proof of altered data, or tampering.
19. Limitation of Warranties
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES PROVIDED HEREIN ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. BUYER RECOGNIZES THAT THE "AS IS" CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH INSWEB WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. INSWEB EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS OR CONDITIONS, IMPLIED, STATUTORY, REGARDING THE LEAD GENERATION OR AGENT DIRECTORY PROGRAM OR ANY RELATED SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE LEAD GENERATION OR AGENT DIRECTORY PROGRAM OR ANY RELATED SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF INSWEB WHATSOEVER. AGENT ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS AGREEMENT.
20. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL INSWEB BE LIABLE TO AGENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR INSWEB HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM INSWEB'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF THE PROGRAM, THE INSWEB WEBSITE OR THE INSWEB SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
21. General Provisions
(a) If the performance of this Agreement is prevented, restricted or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, any law, order, proclamation, regulations, ordinance, demand or requirement of any government agency, or any other similar act or condition beyond the reasonable control of the parties hereto, the party so affected will, upon giving prompt notice to the other party, be excused from such performance during such prevention, restriction or interference.
(b) This Agreement shall be governed by the laws of the State of California as applied to agreements made, entered into and performed entirely in California between California residents. Agent irrevocably submit to the exclusive jurisdiction of any federal or state court located within Sacramento County, California, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and agent irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be heard and determined in such courts.
(c) No waiver of any term or condition of this Agreement will be valid or binding on a party unless the same has been mutually assented to in writing by both parties.
(d) The terms and conditions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all previous agreements and understandings, whether oral or written.
(e) Except as expressly set forth herein, no party may assign or delegate this Agreement or any of its rights or duties under this Agreement without the prior written consent of the other party hereto, which consent will not be unreasonably withheld; provided, however, that either party, without the prior written consent of the other party, may assign or delegate its rights or obligations under this agreement to any person or entity that acquires or succeeds to all or substantially all of its business or assets.
(f) The parties herein are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
(g) Headings in this Agreement are included solely for the convenience of the parties and shall not be deemed either to amplify or to limit the meaning of any provision of this Agreement.
(h) Agent agrees to provide such additional information as InsWeb may reasonably request from time to time.
II. AGENT DIRECTORY PROGRAM
By participating in the Agent Directory Program, you agree to the additional terms and conditions:
1. Program Control.
InsWeb shall have sole authority to decide the pricing, placement, look, feel and format of the Agent Directory, and may change or modify the Agent Directory at any time. Agent acknowledges that (due to program restrictions and geographic limitations), not all ZIP Codes shall be available to Agent for participation. InsWeb shall provide Agent with email notice in the event InsWeb changes the pricing to the Agent Directory Program.
2. Exclusivity and Rotation.
Agent acknowledges that Agent’s listing in the Agent Directory shall be non-exclusive and that InsWeb may enter into agreements with businesses that compete directly with Agent. Depending upon the number and type of Agents participating in a particular ZIP Code, Agent acknowledges that InsWeb may rotate the display of Agent’s listing on an equal basis with all other participating Agents listed in the same ZIP Codes.
3. Advertising Content.
Agent shall be responsible for providing InsWeb with all graphics, images, and text content (“Creative Content”) that will appear in the Agent Directory according to the deadlines and specifications set forth in the Advertising Specifications Sheet, a copy of which may be obtained from InsWeb. InsWeb shall only display the Creative Content provided by Agent. InsWeb will not alter or modify the Creative Content without the prior written consent of Agent. Agent acknowledges that InsWeb reserves the right within its discretion to reject or remove from the Agent Directory any Creative Content that does not comply with this Agreement, the Advertising Specifications Sheet, or in InsWeb’s sole reasonable judgment is considered offensive, misleading, deceptive, libelous, defamatory, obscene, intended to harass or annoy, or which violates any laws.
4. Terms of Payment.
Agents shall pre-pay for this program using a valid credit card. If, at anytime, InsWeb is unable to authorize Agent’s credit card, InsWeb reserves the right (in its sole discretion) to either preclude, suspend or terminate the agent’s participation in the Agent Directory. InsWeb shall not be responsible for any charges or expenses incurred by the individual agent (e.g., for overdrawn accounts, exceeding credit limit, etc.) resulting from charges processed by InsWeb. Agent agrees to pay the subscription fees as determined by InsWeb. Amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month. In the event Agent fails to make timely payment for any undisputed amounts, Agent will be responsible for all costs and reasonable expenses (including attorneys' fees) incurred by InsWeb in collecting such amounts. InsWeb reserves the right to suspend performance of its obligations hereunder in the event Agent fails to make timely payment. InsWeb may require Agent to pay in advance if credit terms are not extended to Agent. If Agent agrees to a long-term subscription plan ("Subscription Plan"), Agent acknowledges that any changes to the Subscription Plan will not take effect until the end of the current term. For example: if Agent agrees to a 12-month AgentDirectory Subscription Plan and three months into the subscription, Agent desires to change to a 6-month Subscription, Agent may notify InsWeb of such change, but the change will not take effect until the end of the 12-month subscription term.
5. Tracking and Reporting.
All impressions or other statistical data associated with the Agent Directory program shall be tracked and recorded solely by InsWeb, and InsWeb shall provide Agent with access to such online reporting.
6. Termination.
In order to discontinue participation in the Agent Directory Program, Agent must notify InsWeb no later than 12:00 a.m. on the 25th day of the month (“Cut-Off Period”) whereby Agent’s listing shall be removed from the Agent Directory at the end of the month in which notice is given. If notice is not received by the Cut-Off Period, Agent acknowledges that (a) the Agent’s listing shall be displayed up through the end of the following month; and (b) the Agent shall be charged for the following month’s listing. (For illustration purposes only, assume Agent notifies InsWeb on March 10 to discontinue participation in the Agent Directory. Then Agent’s listing shall remain active in the Directory until the end of March. However, assume Agent gives notice on March 26. Then Agent’s listing shall remain until the end of April, and Agent shall also be charged for the month of April.)
7. Representations and Warranties by Agent.
Agent represents and warrants that (a) it owns or has the right to use the Creative Content (including any Licensed Marks), free of any claims of infringement, misappropriation or misuse by third parties; (b) it is and will remain properly licensed and entitled to advertise and sell each product or service offered by the Creative Content; (c) all representations made by or on behalf of Agent or its products or services in the Creative Content shall be clear, truthful, fair, lawful and not misleading. Agent shall be solely responsible for taking appropriate steps to obtain, preserve and protect the rights to any trade names, trademarks, service marks, or copyrighted material the Agent incorporates into the Creative Content; and (d) it shall comply with all applicable state and federal laws and regulations (including its posted privacy policy).
