Total Rewards

Terms of Service

Last updated: June 25, 2024

These Total Rewards Terms of Service (“Terms”) are incorporated by reference into the Client Services Order Form (the “Order Form”) by and between Newfront Insurance Services, a Delaware corporation (“Newfront”) and the Client (“Client,” “You, or “Yours”) identified in such Order Form. As used herein, “Agreement” shall refer to the Order Form, these Terms and any other agreements identified in, incorporated into, or made a part of the Order Form or these Terms. Each party may be referred to throughout these Terms as a “Party,” or collectively referred to as the “Parties.”

1. Services

1.1. General. Newfront shall provide the services (the “Services”) to Client as described in the Order Form and in accordance with these Terms.

1.2. Newfront Applications. The following applications are considered “Newfront Applications”:

• 1.2.1. If Client’s scope of Services includes access to Benji, its use is governed by the terms and conditions available at https://www.newfront.com/terms/Benji, which are incorporated herein by reference.

• 1.2.2. If Client’s scope of Services includes access to Newfront Navigator or an End User (as defined below) benefits web portal, access and use are governed by the terms and conditions available at https://www.newfront.com/terms, which are incorporated herein by reference.

1.3. Additional Services. At any time, Client may elect to add other services not considered part of Newfront’s core offering, which may be delivered by Newfront or third parties (“Additional Services”).

• 1.3.1. Additional Services delivered by Newfront may result in additional cost to Client, which shall be set forth in the applicable Order Form.

• 1.3.2. Clients may also elect to include Additional Services delivered directly to Client by a third party that are designed to augment the employee experience and maximize Client’s coverage (“Value-Added Services”). Value-Added Services are considered Additional Services and the applicable costs for these services shall be set forth in the Order Form or in a separate agreement with the applicable third party.

2. Client’s Responsibilities

2.1. To the extent Client’s Order Form includes Value-Added Services, Client shall be responsible for:

• 2.1.1. Separately entering into or agreeing to the Value-Added Services provider’s terms and conditions, including any terms governing privacy of End User (as defined below) data, as applicable;

• 2.1.2. Ensuring Client’s individual employees who are authorized by Client to use such services (each, an “End User”) agree to any applicable terms or policies governing the acceptable use of the Value-Added Services; and

• 2.1.3. Paying all fees associated with the Value-Added Services, including taxes, interest, late fees, and early termination penalties or fees. Client agrees to be invoiced directly by the provider of the Value-Added Services, unless otherwise specified in the Order Form.

• 2.1.4. Client acknowledges that in some instances, Newfront negotiates discounted pricing for Value-Added Services, which may only be available to Client so long as Newfront remains Client’s broker-of-record.

2.2. Accuracy and Completeness of Information. Client shall be solely responsible for the accuracy and completeness of all information furnished to Newfront and/or insurer and Newfront shall be entitled to rely on such information. Newfront shall have no liability for any errors, deficiencies or omissions in any Services provided to Client, including the placement of insurance on Client’s behalf, that are based on inaccurate or incomplete information provided to Newfront. Client understands that the failure to provide all necessary information to an insurer, whether intentional or by error, could result in the denial of claims or rescission of coverage altogether. Client shall review all policy documents provided to Client by Newfront.

2.3. Client’s Compliance Obligations. Client understands, acknowledges, and agrees that Client is solely responsible for all compliance obligations related to their health and welfare employee benefit plans. This includes, but is not limited to, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Patient Protection and Affordable Care Act of 2010, as amended (“ACA”), Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

3. Term and Termination

3.1. Initial Term. The Initial Term of the Agreement is set forth in the Order Form.

3.2. Term and Renewal. Subject to Newfront’s agreement to continue providing Services to Client, at the conclusion of the Initial Term, the Agreement will automatically renew for additional one-year terms (each a “Renewal Term,” and the Initial Term and any Renewal Term(s) collectively the “Term”), beginning on the day after the end of the Initial Term, unless either Party provides the other Party with at least sixty (60) days’ advance written notice of nonrenewal prior to the start of a Renewal Term, subject to Section 4.2.1 (as applicable). This Agreement shall remain in effect so long as there is an active Order Form in place.

3.3. Termination for Cause. Either Party may terminate the Agreement for cause by providing written notice of the other Party’s material breach of the Agreement, provided that such material breach is not cured within thirty (30) days of the other Party’s receipt of such written notice.

3.4. Termination for Convenience. During any Renewal Term, either Party may terminate the Agreement for any reason upon providing sixty (60) days’ advance written notice.

• 3.4.1. Newfront has established competitive pricing blocks with certain insurance carriers (“Block Strategy”). Access to Newfront’s Block Strategy is a service provided by Newfront to you. In the event that you participate in the Block Strategy and you terminate this Agreement for convenience during the active term of any policy coverage placed or renewed by Newfront using its Block Strategy, you shall pay Newfront an early termination fee equal to the amount of any savings due to the Block Strategy that Client would realize on policy premiums for the remainder of each policy’s term. This shall be calculated as follows: For each active policy placed or renewed by Newfront: (Original monthly premium – discounted Block Strategy premium) x number of months remaining in current policy term.

• 3.4.2. In the event Client terminates the Agreement for convenience pursuant to Section 3.4, Client shall remain obligated to maintain Newfront as Client’s broker-of-record for the remainder of the then-current Term of this Agreement with all respective insurance carriers, as applicable. Upon request, following the termination of this Agreement, Newfront will issue an authorization letter allowing another service provider to access benefit plan information as may be required from time to time; provided, however, that any such authorization shall not waive Newfront’s right to collect payment as set forth in the Order Form, whether from Client in the form of Fees, from carriers in the form of commissions, or a combination of both.

4. Compensation and Expenses

4.1. Generally. Client agrees that Newfront shall be compensated for the Services as set forth in one or more Order Forms.

4.2. Commissions. In the event Client’s Order Form designates commissions as Newfront’s manner of compensation, the following terms and conditions apply:

• 4.2.1. Commission Amounts. Newfront may receive compensation in the form of commissions paid to Newfront by insurance carriers based on Client’s policies (“Standard Commissions”). Due to the timing of Newfront’s appointment as Your broker-of-record, Newfront may begin providing Services to You under an Order Form well before Standard Commissions are paid to Newfront. In the event that You (i) entered into an Initial Term of one year; (ii) elect not to renew Your Agreement following the expiration of such Initial Term; and (iii) as a result, Newfront earns less than twelve (12) months of Standard Commission where at least twelve (12) months of Services were rendered, you agree that within sixty (60) days of the expiration of the Initial Term, you shall pay Newfront a fee equal to the number of months for which Newfront was not paid Standard Commissions during the Initial Term as compensation for the Services rendered before Standard Commissions were paid.

• 4.2.2. Errors or Omissions in Commission Schedule. Newfront shall notify Client in writing of any errors or omissions related to the Order Form’s commission schedule within thirty (30) days of discovery. 

• 4.2.3. Changes to Commission Schedule. Newfront shall notify Client in writing of any changes to the commission schedule within sixty (60) days of the change.

4.3. Supplemental Commissions. Insurance carriers may pay Newfront additional compensation (other than Standard Commissions) that is commonly referred to as supplemental, contingent, override, or bonus commissions (collectively, “Supplemental Commissions”). Supplemental Commissions may be based on the total volume of business, retention rate, or other factors related to Newfront’s entire book of business with any such insurance carrier. These Supplemental Commissions are generally not client-specific. Newfront agrees that the existence or availability of Supplemental Commissions shall not impact Newfront’s recommendations or obligations to Client.

4.4. Fees. In the event Client’s Order Form designates fees as Newfront’s manner of compensation, Client shall pay Newfront within thirty (30) days after receipt of an invoice. Newfront assumes any such payment is not paid from Client Plan (as “Plan” is defined under ERISA) assets unless Client informs Newfront in writing otherwise.

4.5. Non-Cash Compensation. Newfront may receive non-cash compensation from a vendor or service provider for Client’s health and welfare benefit plans. Typically, such non-cash compensation does not exceed $250 in the aggregate annually attributable to Client’s health and welfare plans.

4.6. Transition Funds. Newfront may receive allocations from insurance carriers to administer on the Client’s behalf, commonly referred to as “transition funds,” “wellness funds,” “technology funds,” or “carrier subsidies.” Upon termination of the Agreement, Newfront will retain any portion of such allocations that have not been distributed.

4.7. Increase or Decrease in Employee Count or Compensation. The amount of Standard Commissions Newfront receives is calculated in accordance with the number of Clients’ employees. Client acknowledges that significant changes in the population of its employees will impact either the amount of work performed by Newfront or the availability of certain services. Notwithstanding anything to the contrary contained herein:

• 4.7.1. In the event that through organic growth, mergers and acquisitions, or otherwise, there is an increase of twenty-five percent (25%) in the number of Client’s employees compared to the total number as of the Effective Date of the Order Form, the Parties agree to negotiate additional compensation, as appropriate.

• 4.7.2. In the event that Standard Commissions decrease by five percent (5%) or more from the amount set forth in the Order Form, and upon notice to You, Newfront may reasonably reduce or modify the scope of Services commensurate with any such decrease.

4.8. Pass-Through Expenses. Unless otherwise indicated in the Order Form, charges, sales, and use tax from third party vendors for costs including, but not limited to, carrier or vendor data transfer or integration fees, printing, call center, communications or production services, and out-of-pocket travel expenses (including transportation, hotels, meals, etc.) incurred by Newfront on Client’s behalf will be passed through to Client for reimbursement (“Pass-Through Expense”). If any travel is required in connection with the Services, Newfront shall obtain approval from Client prior to incurring travel expenses that Newfront requests be reimbursed. For the avoidance of doubt, any Pass-Through Expense is separate and distinct from the compensation payable to Newfront for the Services.

5. Confidentiality

5.1. Definition. In connection with this Agreement, each Party may disclose or make available (as the “Disclosing Party”) Confidential Information to the other Party (the “Receiving Party”). Subject to Section 5.2, “Confidential Information” means the business, technical and financial information, including without limitation, benefit elections and preferences, plan descriptions and materials, Client Data (as defined below), know-how, either party’s software, source code, inventions, algorithms, anything designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Newfront’s Confidential Information additionally includes (i) general knowledge, experience, know-how, works and technologies; (ii) anonymized compilations and analyses of Client Data that are combined with data from other sources, benchmarking tests, studies, analyses and other work product; (iii) the terms of the Agreement, including any Order Form(s); and (iv) Newfront’s methods of providing Services. Confidential Information shall be the confidential property of the disclosing party and its licensors, whether disclosed to the other party orally or in writing.

5.2. Exclusions. Confidential Information shall not include any information that (i) is or becomes part of the public domain through no act or omission of the Receiving Party; (ii) is lawfully acquired by the Receiving Party from a third party without any breach of a confidentiality obligation; (iii) is rightfully known to the Receiving Party without restriction prior to disclosure hereunder, or (iv) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party. The Parties acknowledge that any Confidential Information that is subject to any Business Associate Agreement (“BAA”) entered into between the parties shall be governed by that BAA.

5.3. Confidentiality and Non-Disclosure. Except as set forth in the Agreement, the Receiving Party shall not disclose or permit access to Confidential Information other than to the party’s employees, officers, directors, subcontractors (where Newfront is the Receiving Party) or independent contractors (the “Representatives”) and, where Newfront is the Receiving Party, to Industry Third Parties. The Receiving Party shall use at least the same standard of care used to protect its own Confidential Information, but not less than reasonable care, including by ensuring that its Representatives with access to the Confidential Information (i) have a need to know for the purposes of the Agreement and (ii) have been apprised of and have agreed in writing to restrictions at least as protective of the Disclosing Party’s Confidential Information as the Agreement. Each Party shall be responsible for any breach of this Section 5 by its Representatives.

5.4. Required Disclosure. If required by legal or regulatory requirement, the Receiving Party may disclose Confidential Information of the Disclosing Party; provided, however, that the Receiving Party shall give adequate prior notice of such disclosure to the Disclosing Party, as permissible, to enable the Disclosing Party to intervene and to request protective orders or other permitted confidential treatment of such Confidential Information.

5.5. Deletion of Confidential Information. Upon the termination or expiration of this Agreement and at the Disclosing Party’s Request, the Receiving Party shall destroy or permanently erase all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, Newfront may retain a copy of Client’s Confidential Information in order to comply with applicable law and document retention policies, provided that Newfront shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information as long as it is in Newfront’s possession.

6. Use of Data; Data Protection

6.1. Privacy. In providing the Services, Newfront may receive information that identifies, relates to, or is reasonably capable of being associated with, either indirectly or directly, an individual (“Personally Identifiable Information” or “PII”) of Client’s employees from Client or a system or third party authorized by Client to provide PII. Newfront’s use of personally identifiable information is governed by Newfront’s privacy policy, available at https://www.newfront.com/privacy.

6.2. Disclosure of Client Data. Client acknowledges that the nature of Newfront’s Services requires Newfront to share Client’s Confidential Information, PII, and other content provided by Client or its employees to Newfront pursuant to the Agreement (collectively, “Client Data”) within the insurance vertical to third parties such as insurance carriers and other brokers (“Industry Third Parties”).

6.3. Modeling Analytics Services. Newfront provides various modeling, benchmarking and/or data analytics services (“Modeling and Analytics Services”) and may provide such services to Client. Modeling and Analytics Services will be based upon a number of assumptions, conditions and factors, as well as information provided by third parties. If any such information provided to or utilized by Newfront is inaccurate, incomplete or should change, the Modeling and Analytics Services provided by Newfront could be materially affected. As Modeling and Analytics Services are subject to inherent uncertainty and involve variables beyond Newfront’s control, actual results may differ materially from Newfront’s projections. The Parties agree that Newfront shall have no liability to Client if (i) Newfront is provided inaccurate or incomplete information by Client, whether directly or indirectly, or (ii) actual results differ from Newfront’s projections. Modeling and Analytics Services do not constitute, and are not intended to be a substitute for, independent actuarial, accounting, legal, or tax advice.

6.4. Client Responsibility for Client Data. Client agrees that it shall have sole responsibility and liability for (i) acquiring any and all authorization necessary for use of Client Data as contemplated by the Agreement; (ii) the completeness and accuracy of all Client Data and other materials provided to Newfront by Client pursuant to the Agreement; (iii) timely providing information as requested by Newfront in order to provide the requested Services; and (iv) ensuring that Client Data does not infringe, violate or misappropriate any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights or proprietary rights of any third party.

6.5. Global Employee Benefits. To the extent Client is receiving Global Employee Benefits Services, Client acknowledges that Newfront is not licensed to provide insurance brokerage services outside of the United States. Newfront coordinates with locally-licensed brokers through a global network. Client understands and agrees that any Client Data, including PII, required by a local broker outside of the U.S. for insurance-related purposes shall be shared directly with the local country broker by Client.

7. Indemnification

7.1. Each Party (“Indemnifying Party”) agrees to defend and indemnify the other Party and its respective directors, officers, and employees (the “Indemnified Party”) from any loss, cost, damage, liability, or expense (including reasonable attorneys’ fees) arising from any lawsuit, action, claim, demand, or proceeding brought against the Indemnified Party by a third party (collectively, “Claims”) directly arising from or related to the negligence, gross negligence or intentional misconduct of the other Party in connection with the performance of its obligations under the Agreement.

7.2. Procedures. Any request for indemnification hereunder requires that (i) the Indemnified Party provides prompt written notice of the Claim and reasonable cooperation, information, and assistance in connection therewith, and (ii) the Indemnifying Party shall have sole control and authority to defend, settle or compromise such Claim. The Indemnifying Party shall not make any settlement that requires a materially adverse act or admission by the Indemnified Party without the Indemnified Party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld). The Indemnifying Party shall not be liable for any settlement made without its prior written consent.

8. Limited Warranties

8.1. General. Each Party represents and warrants that it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into the Agreement and to perform its obligations hereunder.

8.2. Representations and Warranties by Client. Client represents and warrants that Client owns all rights, title and interest in and to the Client Data, or that Client has obtained all necessary consents and otherwise secured all rights as may be required by law to permit the access, use and distribution of the Client Data as contemplated by the Agreement.

8.3. Representations and Warranties by Newfront. Newfront represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Newfront shall not be liable for a breach of the warranty set forth in this Section 8.3 unless Client provides written notice of the deficient Services to Newfront within sixty (60) days after Client discovers or ought to have discovered that the Services were deficient.

9. DISCLAIMERS

9.1. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

10. LIMITATION OF LIABILITY

10.1. GENERAL. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY (A) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE UNHARMED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2. MAXIMUM LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENEC) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO NEWFRONT PURSUANT TO THE APPLICABLE ORDER FORM UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10.3. EXCLUSIONS. THE LIMITATIONS IN SECTION 10.1 AND SECTION 10.2 ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THE AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. IN ADDITION, THE LIMITATIONS IN SECTION 10.2 SHALL NOT APPLY TO LIMIT:

• 10.3.1. CLIENT’S UNPAID AND DUE FEES OR COMMISSIONS; OR

• 10.3.2. LIABILITY RESULTING FROM NEWFRONT’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR BODILY INJURY RESULTING FROM NEWFRONT’S NEGLIGENT ACTS OR OMISSIONS.

11. Intellectual Property

11.1. Newfront’s Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, trade names, logos, domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property”) in and to all documents, reports, analyses, Newfront Applications, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Newfront in the course of performing the Services, including any items identified as such in the Order Form, excluding Client Data (collectively, the “Deliverables”), shall be owned by Newfront. Newfront hereby grants Client a non-exclusive, fully-paid up, royalty-free, non-transferable, non-sublicensable license to use and display the Deliverables for Your internal purposes. Nothing in this grant shall provide Client the right to share Newfront’s Intellectual Property, including the Deliverables, with other insurance brokers.

11.2. Client’s Intellectual Property. Client shall retain all ownership and Intellectual Property rights in and to all Client Data provided to Newfront by Client. Client hereby grants Newfront a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit Client Data and information derived from Client Data, such as analysis and insights, for the for the purpose of providing the Services, access to Newfront Applications, and for its own business purposes. Any PII provided by Client to Newfront shall solely be used to provide the Services.

11.3. Feedback. Newfront shall own any suggestions, enhancements, or modification requests, product improvements, recommendations, or feedback provided by Client or its End Users relating to the Deliverables or the Services.

12. Dispute Resolution and Arbitration

12.1. Dispute Resolution. The Parties shall attempt in good faith to informally resolve any dispute or controversy arising from or relating to the Agreement, including without limitation claims related to a breach of the Agreement or the Parties’ negotiations and inducements to enter into this Agreement (collectively, a “Dispute”).

12.2. Arbitration. In the event the Parties are unable to negotiate a resolution informally, the Dispute shall be submitted to binding arbitration before a panel of three arbitrators administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules. The panel shall be selected as follows: Client shall select one arbitrator, Newfront shall select the other, and then the two selected arbitrators shall choose the third arbitrator. The Parties further agree that (i) California law shall govern the Dispute; (ii) discovery may be conducted pursuant to California Code of Civil Procedure Paragraph 1283.05; (iii) the arbitrators’ judgment shall be final and binding upon the Parties; (iv) the arbitration will be held in San Mateo County, California; (v) the prevailing Party, as determined by the arbitrators, shall be entitled to an award from the losing Party for the prevailing Party’s reasonable attorney’s fees and costs; and (vi) Judgment upon any decision in arbitration may be entered in any court of competent jurisdiction.

13. Assignment; Change in Control

13.1. Assignment. The Agreement is not assignable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. However, either Party may assign this Agreement to a successor-in-interest by reason of a merger, acquisition, or sale of substantially all of the Party’s assets without the prior written consent of the other Party. In the event of the assignment by Client of this Agreement, it shall be binding upon the assignee and will remain in full force and effect, at least until the expiration of the then current Term.

13.2. Change in Control. In the event of a change in control (where “control” means an ownership interest greater than 50%) of Client’s ownership, or an acquisition of Client by another company (collectively “Change in Control”), Client may terminate this Agreement for convenience upon sixty (60) days’ written notice, provided that Newfront shall remain entitled to earn compensation under all impacted Order Forms for the duration of the then-applicable Term. In the event that Client does not terminate the Agreement following a Change in Control, compensation for any additional services required following a change in scope shall be negotiated by the Parties in an amendment.

14. Miscellaneous

14.1. Use of Logo. Client authorizes Newfront to use its name, logo and/or trademark in connection with certain promotional materials that Newfront may disseminate to the public. The promotional materials may include, but are not limited to, presentations, brochures, video, internet website, press releases, advertising in newspaper and/or other periodicals, and any other materials relating to the fact that Newfront has a business relationship with Client.

14.2. Insurers. Newfront will only place coverage or replace Your existing insurers at Your direction. Newfront is not obligated to utilize any particular insurer, nor does Newfront speak for any insurer or have the authority to make binding commitments on behalf of an insurer. In the event that Newfront is so authorized, Newfront shall disclose this information to You. Newfront shall not be responsible for an insurer’s ability or willingness to pay claims, return premiums or meet other financial obligations, including maintaining insurer solvency.

14.3. Relationship Between the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Client remains ultimately responsible for all aspects of its business including, but not limited to direction and control over employees, right to hire or terminate employment relationships, compliance with all applicable law related to employee benefits, employment, immigration, and related laws governing the payment of employees. The nature of the Services provided by Newfront are insurance brokerage and consulting services. Client understands, acknowledges, and agrees that:

• 14.3.1. Newfront is not a “fiduciary,” “plan sponsor,” or “administrator,” as those terms are defined in ERISA;

• 14.3.2. No attorney-client relationship will be established in relation to any of the Services described in the Agreement; and

• 14.3.3. Any reports or advice provided by Newfront should not be relied upon as accounting, legal, actuarial or tax advice. In all instances, Newfront recommends that Client seek professional independent advice on such matters.

14.4. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by any reason of these Terms.

14.5. Survival. The rights and obligations of the Parties set forth in this Section 14.5 and Sections 5 (“Confidentiality”), Section 10 (“Limitation of Liability”), Section 11 (“Intellectual Property”), Section 12 (“Dispute Resolution and Arbitration”), Section 14.3 (“Relationship Between the Parties”), Section 14.4 (“No Third-Party Beneficiaries”), and Section 14.6 (“Notice”) and any right or obligation of the Parties in the Agreement which, by its nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration of this Agreement.

14.6. Notice. All notices, demands, requests and other communications under the Agreement shall be in writing and shall be deemed properly served when personally served, delivered by electronic mail with confirmation of receipt, or forty-eight (48) hours after deposit in the United States Mail, registered or certified, return receipt requested, postage prepaid.

• 14.6.1. Notice to Client shall be addressed to the address identified in the Order Form.

• 14.6.2. Notice to Newfront shall be address to the address identified in the preamble of the Terms, Attn: General Counsel.

14.7. Changes to Terms. Newfront reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time by posting such changes to https://www.newfront.com/terms/total-rewards. You understand that You have the affirmative obligation to check these Terms periodically for changes. The continued use of the Services following the posting of such changes to these Terms will constitute Your acceptance of such changes.

14.8. Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, and the Agreement shall apply to any Services previously provided by Newfront under a prior agreement. These Terms prevail over any of Client’s general terms and conditions, regardless of whether or when Client submitted its request for proposal, order, or other similar terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions. In the event of any conflict between the Terms and the Order Form, the Order Form shall govern.

14.9. Amendment and Waiver. No supplement, modification, or amendment of the Agreement shall be valid unless executed in writing by all parties. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.