Terms and Conditions

STATEMENT OF WORK

As of February 2024

Please read carefully before proceeding. The following is a legal agreement called STATEMENT OF WORK (the “Agreement” or “SOW”) made official between CLIENT (“you” or “your”) and InsBOSS USA, Inc (“InsBOSS”).

For good and valuable consideration, including the mutual covenants contained in this Agreement, you and InsBOSS” (together, the “Parties” and individually, a “Party”) agree as follows:

Scope of Work

1.1 Services. InsBOSS US shall perform the services described in this Agreement as well as the statements of work negotiated and executed by the Parties (each, together with any amendments, modifications, or supplements thereto, a “Statement of Work” or “SOW”).
1.2 Performance of Services. Commencing on the Ofﬁcial Start Date (billing cycle), InsBOSS shall provide the services you have selected. The Parties acknowledge and agree that InsBOSS’ ability to perform its obligations under this Agreement and each SOW is conditioned upon the timely and reasonable performance by you of your obligations according to this Agreement and each SOW. Each Party shall cooperate reasonably with the other Party in carrying out the obligations pursuant to this Agreement in a timely and efﬁcient manner and in accordance with the terms hereof.
1.3 Virtual Assistant (VA) Selection and VA Service. InsBOSS shall source, hire, and train VAs for assignment to you. InsBOSS shall also deploy its own support team which consists of, but is not limited to, subject matter experts (SME), managers, trainers, quality assurance specialists, human resources, IT specialists, any and all of whom complement the VA in the performance of their tasks.
1.4 VA Performance of Assignment. VAs shall be trained for up to 4 weeks on basic insurance knowledge as deemed appropriate by InsBOSS. You shall be responsible for providing VAs additional guidance and other information necessary for the successful and timely completion of InsBOSS VAs’ job description, in collaboration with InsBOSS’ Support Team. You shall be responsible for the submission of all work product produced by the VAs to third parties and will ensure that the VA produces original materials and materials that do not infringe upon the copyrights, patents and/or trademarks of third parties including, without limitation, photographs, print media, visual media, digital media, or any other form of expression. InsBOSS accepts no responsibility whatsoever for any infringing material created and/or distributed by VAs, as this is your obligation to monitor before submission to third parties. InsBOSS, however, shall perform Random Quality Audits to ensure that the tasks performed by the VA are aligned with the agreed upon processes/steps with you.
1.5 VA Status. Except as otherwise provided herein, InsBOSS assumes full responsibility for compensating, promoting, demoting, terminating, disciplining (or any other employment status and management) of its VAs. InsBOSS VAs shall not to be considered or be treated as your employees for any reason whatsoever, including, but not limited to, salary, raise, entitlement to disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, pensions, severance, or any other employment beneﬁt of any nature offered or provided by you to its employees.
1.6 Dedicated Work hours and equipment. List of services shall be determined by you 1. You understand that InsBOSS may assign its VAs to another client outside of the dedicated work hours you agreed on. This includes part time services. InsBOSS shall also provide its VAs the basic equipment setup of a computer with up-to-date speciﬁcations conducive for ofﬁce work, extra computer monitors, headset, web cam, electronic mail address, Windows operating system, antivirus, and access to the Internet. If you require that VA possess and/or utilize upgraded equipment, software, or other tools other than basic equipment, you will be solely responsible for related costs associated with the acquisition and maintenance of the additional equipment. Such responsibility shall include but is not to be limited to prompt reimbursement of any expenses incurred by InsBOSS or any VA in connection with the additional equipment cost. InsBOSS will secure the approval from you for the additional needed tools and equipment prior to purchasing.
1.7 Limitation of Duties. You will not require VAs to engage in any illegal, unethical, immoral, and/or hazardous duties, or perform any act that is in violation of Federal, State, or local laws regarding privacy or undesired solicitation, including, but not limited to applicable “Do Not Call” phone lists and email “Opt In/Out” statutes. You acknowledge that InsBOSS VAs are not insurance licensed and will not require them to work outside of the assigned duties as agreed upon by you and InsBOSS, to the extent that such work violates applicable licensing laws. By signing this Agreement, you acknowledge that many states require outbound phone calls soliciting transactions to be licensed, and that responsibility for compliance with all such laws rests solely with you, and not with InsBOSS or any InsBOSS VA provided to you.
1.8 Disputes and concerns. Should there be disputes arising from the services being rendered by InsBOSS, you must reach out your assigned point of contact from InsBOSS.
1.9 VA Resignation/Replacement. Should a VA resign or be replaced, you will be informed promptly and a replacement and transition shall occur to avoid or minimize business interruption. Given that a transition of work shall occur, it is expected that there will be a decrease in output. This decrease is primarily due to the VA and support team’s focus, before, during, and immediately after a transition, on understanding the scope of work. You understand that during this period, the VA replacement is learning and shall soon get up to speed. Should you wish to discuss further changes, you can discuss with your InsBOSS VA’s assigned manager for your concerns.

Term and Termination

2.1 Term. This Agreement shall commence as of the date hereof and continue until the termination of all SOWs pursuant to Section 2.2, 2.3, or 2.4 hereof. Ofﬁcial start date of service shall begin at a scheduled time agreed upon by both parties.
2.2 Termination of Convenience. You may terminate this Agreement or any SOW for any reason or no reason, provided that a 30-day prior written notice is given to InsBOSS. A pre-termination fee shall apply based on the following termination guidelines:

2.3 Grounds for Termination. You may terminate this Agreement, or any one or more of SOW, immediately upon notice to InsBOSS: (a) If InsBOSS materially breaches any term, provision, representation, or warranty of this Agreement and fails to cure such breach within thirty (30) calendar days of receipt of written notice of such breach from you or upon the occurrence and after a continuance of an event of force majeure. You may also terminate this Agreement with immediate effect if InsBOSS fails to maintain insurance policies designating you as an additional insured as specified herein, becomes insolvent, invokes as a debtor any laws relating to the relief of debtors from creditor’s rights, has one or more such laws invoked against it, is the subject of liquidation or termination of business, is adjudicated bankrupt or is involved in an assignment for the beneﬁt of its creditors.

2.4 Termination for Non-Payment. InsBOSS may immediately terminate its services if you fail to pay its obligation as set forth in Section 3.3.
2.5 Transition Services. Upon termination for any reason other than non-payment, InsBOSS will provide the Transition Services as necessary. Upon completing such Transition Services, InsBOSS shall return to you all of its conﬁdential information and intellectual property.
2.6 Early Termination Fee Due. In the event you terminate this Agreement pursuant to Section 2.2 (Termination of Convenience), you shall pay InsBOSS within thirty (30) calendar days from the effective date of such termination.

2.7 Money Back Guarantee. In the event that this Agreement, or any one or more of the SOW, does not deliver a signiﬁcant impact in your organization or result in an improvement of your company statistics, which resulted in InsBOSS incurred nature of cancellation, InsBOSS will offer you a refund of the payment within the forty (40) calendar days based on table 2.2a. In order to qualify for our money-back guarantee, you must provide reasonable efforts to communicate daily with the assigned Virtual Assistant and assign speciﬁc tasks for processing within the 10-Business Day Integration Period up to the last day of the 1st Month’s Coverage.

Fees, Invoices, Payment, Taxes, and Incentives

3.1 Fees. In consideration of the complete and proper fulﬁllment of InsBOSS’ obligations, you agree to pay InsBOSS the fees, in US Dollars, and all amounts referred to in this Agreement.

3.2 Invoices. You will receive an electronic invoice seven (7) calendar days before the next billing cycle.
- 3.2a Semi-Annual plan. You will be billed seven (7) calendar days before the last day of the current semi-annual plan coverage period. If seat upgrades or downgrades overlap with the current billing, billing for the seat upgrade or downgrade shall be merged with the current billing cycle as applicable.

3.3 Payment. All invoices are due before the next coverage period. You shall pay the full invoice amount, less any and all disputed amounts. You shall only dispute invoices in good faith. Any disputed amount withheld by you shall be subject to the same fee used for undisputed amounts due whenever InsBOSS is found to prevail. The Parties shall use commercially reasonable efforts to resolve all invoice disputes in a timely manner. Any undisputed amount payable by you to InsBOSS hereunder that is not paid shall bear the penalties listed below:
- - - (a) 1 Calendar Days Past Due: late fee of 2% of the monthly rate
    - (b) 7 Calendar Days Past Due: suspension of service (with continuous notice and weekly warnings, formalized, and documented via email)
    - (c) Reactivation fee: 20% of monthly rate with no guarantee of same VA assignment/s. Fee is payable before resumption of services.
    - (d) 30 Calendar Days Past Due: automatic termination of this agreement without prior notice
    - (e) For Recontracting account, delinquent payments must be resolved first before the service restarts
    - (f) All fees are separate from your normal billing charges.
- - 3.3a Recurring Payment Charges for Semi-Annual Plans Annex A.1. The terms of the coverage and rates need not be revisited every six (6) months. Instead, the same semi-annual rates will automatically be charged every six (6) months unless otherwise a downgrade to monthly charge or change with the number of seats or type of seat service is requested by you. This request must be in writing and be sent to InsBOSS within thirty (30) days prior to its implementation. Effectivity of change in billing shall commence at the beginning of the next Coverage Period after conﬁrmation of the request from you to InsBOSS.
- - 3.3b Pre-payment. You shall sign the agreed service pricing schedule and conﬁrm prepayment of the availed service. Prepayment by you must be settled before starting any strategic planning with InsBOSS’ operations team. Conﬁrmation or proof of payment is required before scheduling the strategic planning with InsBOSS operations team. Once conﬁrmed, InsBOSS shall commence with scheduling the strategic planning session.
- - 3.3c Payment Method. Automatic payment is required at each billing cycle via recurring debit or credit card charge, or bank account withdrawal. You shall store/save card or bank account information on ﬁle with InsBOSS, along with express authorization, for the purposes of automated charge or withdrawal for regular monthly or semi-annual services and other outstanding charges billed to you. You will be notified if the bank account draft or card charge fails. If payment fails for any reason, you shall be subject to the additional fees listed under 3.3 at InsBOSS’ sole discretion, and you shall be responsible for all unpaid services and costs.
- - 3.3d Overdue Balances. If payment in full for any and all outstanding invoices has not been received by InsBOSS within ﬁfteen (15) calendar days of billing, regardless of the status of your account, the matter may be referred to collections and all remedies available to InsBOSS at law and in equity will be pursued, including but not limited to reasonable attorneys’ fees and costs of collection to recover such amounts from you. InsBOSS’ failure to seek such collection immediately shall not constitute a waiver of its right to do so later.
  - 3.3e Taxes. The fees and other amounts payable to InsBOSS by you under the Agreement include all applicable taxes. Any tax liability associated with such fees and other amounts payable to InsBOSS shall be solely the obligation of InsBOSS and InsBOSS shall indemnify and hold harmless you for any tax liability assessed against it arising from this Agreement.
  - 3.3f Incentives. Incentives or bonuses by you are customarily based on your initiative and will be added to the invoice upon your request. The amount remitted will be transferred to the intended recipient in full.

Account Management

4.1 Each Party shall provide to the other, in writing, the names, business address, contact information, and telephone numbers of an individual or individuals designated by each Party as its Point of Contact/s to coordinate all aspects of the relationship contemplated by this Agreement. A Party may change its Point of Contact/s upon written notice to the other Party’s Point of Contact/s pursuant to the notice provisions contained herein. If requested by you in good faith, InsBOSS will use reasonable commercial efforts to change its Point of Contact/s to a person reasonably acceptable to you.

Changes

- 5.1 Changes. You may, at any time, request additions, deletions, amendments, or any other changes to the SOW. Any fees increase or decrease, if any, or other changes required to the Agreement to comply with such request provided that where a change is required to be made for InsBOSS or you to comply with all applicable laws (a “mandatory change”), InsBOSS shall implement such Mandatory Change if directed to do so by you.
  - (a) Downgrades. The balance will become a consumable credit for the succeeding months under the same payment bracket (monthly/semi-annual). The downgrade request will be effective on the next billing cycle.
  - (b) Upgrades. The prorated amount for an upgrade will be due immediately before the effective date of the upgrade. Prorated amount is defined as the daily rate from the start of the new service until the next billing cycle. After the prorated amount has been paid, the full amount of the upgrade shall be applied to your next regular billing cycle.
  - (c) Additional Services. Defined as services outside of your current service. The prorated amount for additional services shall be due immediately before the effective date of the additional service/s. Prorated amount is defined as the daily rate from the start of the new service until the next billing cycle. After the prorated amount has been paid, the full amount of the additional service/s shall be applied to your next regular billing cycle.
- 5.2. Change request of InsBOSS US service staff. If you request to add or deduct InsBOSS VA seats, this change request must be completed through InsBOSS’ website at least thirty (30) calendar days in advance. InsBOSS shall be responsible for ensuring change requests are accommodated promptly. InsBOSS must inform you of availability if it is a seat increase request including InsBOSS VA changes. Should you request an InsBOSS VA deduction, InsBOSS shall acknowledge and confirm the end date of said InsBOSS VA deduction in relation to seat service billing and actual servicing operations.

5.3 No Refusal. InsBOSS will not unreasonably refuse a request by you for new services, or an addition, deletion, amendment, or any other change to a schedule or a Statement of Work requested by you.

Information Security

6.1 InsBOSS shall implement and maintain recognized industry best practice safeguards against the destruction, degradation, loss, disclosure, or alteration of your Intellectual Property, Conﬁdential Information, Personal Identiﬁable Information (PII), Nonpublic Personal Information (NPI), assets, third party software, customer data, in the possession or under the management of InsBOSS or the destruction or alteration of any component of same. Such measures shall include the installation of software which:
- a) Monitors the integrity and security of your software, Intellectual Property, third-party software and customer data under InsBOSS’ care. It shall be the responsibility of InsBOSS to properly manage, by using recognized industry best practices and complying with all laws and regulations pertaining to you or InsBOSS, conﬁguration management, document control, back-up, security and management practices within the term of this agreement.
- b) InsBOSS agrees, on its behalf and on behalf of its VAs, that neither will disclose, divulge, reveal, report or use, for any purpose, any Confidential Information, Intellectual Property or customer data except as authorized by you or as required by law. The obligations of confidentiality will apply during the term and will survive indefinitely upon termination of this Agreement.

ACCESS AND SECURITY

- 7.1 Cybersecurity Requirements. InsBOSS acknowledges that it and its VAs shall be both an Authorized User and a Third Party Service Provider pursuant to New York State’s Department of Financial Services Cybersecurity Requirements for Financial Services Companies, promulgated as Part 500 of Title 12 of the Official Compilation of Codes, Rules and Regulations of the State of New York. InsBOSS shall adhere to your written policy or policies setting forth its policies and procedures for the protection of its Information Systems and Nonpublic Information stored on those Information Systems, including the use of Multi-Factor Authentication for accessing your internal networks from an external network unless your Information Security Officer has approved in writing the use of reasonably equivalent or more secure access controls.

7.2 InsBOSS US shall unless otherwise indicated:
- a) Protect your Intellectual Property Rights and Conﬁdential Information, including, but not limited to, Customer data and information including Personal Information during term. InsBOSS US encourages you to implement 2 Factor Authentication (2FA) for login access for increased security. The obligation to protect your Confidential Information shall extend beyond the end of the Term and shall continue for so long as InsBOSS is in possession of any of your Confidential Information. At the end of term, InsBOSS shall relinquish all your Personal Identiﬁable Information (PII) and Nonpublic Personal Information (NPI) and your customers.
- b) Screen and securely clear its employees (and InsBOSS’ subcontractor’s employees) to meet your requirement as speciﬁed in an applicable Statement of Work and to comply with any law or regulation applicable to either you or InsBOSS.
- c) Maintain adequate audit trails for all security-related functions and tasks in which InsBOSS is involved and for environments running your processes.
- d) Implement continued cyber security measures for sustained education and protection of your PII and NPI and its customers.
- e) Promptly research and respond to security problems in all environments processing your data or Customer data under its management and control.
- f) Promptly provide incident investigation support to you.

7.3 Non-Disclosure Agreements. InsBOSS’ VAs and other staff (including staff of InsBOSS’s subcontractors or afﬁliates) who have access to any of your data, including any Personal Information will be required by InsBOSS to sign Non-Disclosure Agreements (NDAs) with InsBOSS in respect of the protection of InsBOSS and your data. InsBOSS shall provide you with copies of the said NDAS upon your request. InsBOSS shall fully enforce such agreements to protect any actual or threatened unauthorized disclosure of your data, including Personal Information. InsBOSS shall indemnify and hold you harmless from any losses arising from a breach of such agreement by staff or a failure by InsBOSS to enforce such agreements, said loss to include all reasonably incurred costs associated with identifying, addressing and remedying any such breach, including costs of investigation and attorneys’ fees.

CONFIDENTIALITY, PRIVACY, INTELLECTUAL PROPERTY

- 8.1 Limit on Confidential Information. The Receiving Party shall not use the conﬁdential information of the Disclosing Party for any purpose other than to exercise or perform its rights or obligations under this Agreement. Receiving Party shall not copy or otherwise reproduce Disclosing Party’s Conﬁdential Information, or disclose (or permit the disclosure of), disseminate, or otherwise communicate, in whole or in part, Disclosing Party’s Conﬁdential Information to any third party, without the prior written consent of the Disclosing Party. Receiving Party further agrees that it shall safeguard Disclosing Party’s Conﬁdential Information from disclosure and, at minimum, use efforts commensurate with those Receiving Party employs to protect the conﬁdentiality of its Conﬁdential Information that it does not desire to disclose or disseminate in compliance with any applicable laws and regulations.

- 8.2. Personal Information. InsBOSS agrees that, in the course of performing the Services, you may collect, use and/or receive personal information pertaining to you, Customers, or their respective customer’s customers that can be linked to identiﬁable individuals (“Personal Information”) including without limitation names, addresses, telephone numbers, transactional history, account numbers, social insurance numbers, any information or an opinion (including information or an opinion forming part of a database) and whether recorded in a material form or not, about or relating to an identiﬁable person, including an individual who can be identiﬁed directly or indirectly from the information or opinion and includes all such information relating to you, your customers, suppliers, your partners, its Afﬁliates, each Customer and their respective employees, other personal information as deﬁned in applicable Privacy Legislation, and other personal information.

8.3 Privacy. Without limiting to InsBOSS’ obligations hereunder with respect to maintaining the conﬁdentiality and security of Personal Information, and notwithstanding anything to the contrary in this Agreement, InsBOSS agrees to the following:
- a) InsBOSS will receive, collect, use, store, process, record, disclose, dispose of, manage and otherwise handle Personal Information solely to provide the Services and for no other purpose and in compliance with all applicable laws and regulations applicable either InsBOSS or you, as well as the instructions from you.
- b) InsBOSS will have written agreements with its employees who have any ability to access Personal Information requiring them to use Personal Information only as expressly permitted hereunder and prohibiting them from providing, disclosing, or providing access thereto to any person not expressly authorized hereunder.
- c) InsBOSS will, to the best of its ability, implement and use appropriate audit and tracking processes to ensure that any access to Personal Information not authorized hereunder is automatically and immediately identiﬁed and disclosed to you and the relevant customer, as applicable, and will promptly notify you and the relevant customer, as appropriate, of any disclosure of Personal Information not authorized hereunder, in order that corrective measures can be taken. InsBOSS will, in fulfilling its obligations hereunder, comply with all applicable laws and regulations, whether governing InsBOSS’ or your obligations, and shall indemnify and hold you harmless for any loss associated therewith, said loss to include all reasonably incurred costs associated with identifying, addressing and remedying any such breach, including costs of investigation and attorneys’ fees.
- d) InsBOSS will relinquish every and all your applicable personal information and its customers by removal of access to your systems and following procedural deletion from InsBOSS’ systems and databases.

Service Level Agreement

9. InsBOSS shall implement and actively maintain the Service Level Agreement with you and actively maintain a disaster recovery plan or a business continuity plan that, among other things, ensures that all your ﬁles and processes can be executed in the event of signiﬁcant interruption or impairment of the operation of the facilities.
InsBOSS shall, in the best of its capabilities, reach service level agreements as indicated in the agreed package services. This shall include, but not be limited to, replacement of VAs, assigning other VAs, or support members.
9.a – SLA for Insurance Back-Office Virtual Assistance Service.

Defines the level of service expected by CLIENT from InsBOSS. Please refer to the SLA Matrix below.

Percentage Credit
Refer to table 2 ‘Breach Credit Matrix: *Quality and Utilization Percentage Scores.’
*Utilization Score – The performance rating the VA receives based on the efficiency of the VA while performing daily tasks.
**Quality Assurance Score – The VA’s performance rating is based on the accuracy of the VA’s completed daily tasks.

9.a.i SLA Breach. An SLA breach occurs when InsBOSS fails to meet the service expected as per SLA Matrix above. The following are SLA breach instances:

(a) Back-Up Coverage – if InsBOSS failed to provide back-up coverage to Premium Seat/s Package at any given month.***
(b) Utilization Score – if InsBOSS failed to meet the Utilization percentage target scores at any given month.
(c) Quality Assurance Score – if InsBOSS failed to meet the Quality Assurance percentage target scores at any given month.

*** Does not apply to InsBOSS declared Holiday Schedule

9.a.ii SLA Breach Credit. The total monthly amount CLIENT is entitled to breaches incurred by InsBOSS. Please see the Breach Credit Matrix (Table 2) below.
9.a.iii SLA Breach Redemption. In the event that a breach happens, InsBOSS has the chance to redeem performance by meeting the targets the following month from the date of the breach. If the performance target is met, this shall void the breached credit. Credit can be used for future billings/invoices. Applies to *Utilization and **Quality Assurance Score only.
9.a.iv Breach Credit Matrix: *Quality Assurance and Utilization Percentage Scores

Monthly Report will be updated and reported to reflect Quality Assurance Audit performance.

*Categories of breach:

Category 1: Utilization Breach – In the event that Utilization Score is below 95%.

Category 2: Quality Breach – In the event that Quality Score is below 95%.

9.b – SLA for Telemarketing Virtual Assistance Service
9.b.i – Internet Connectivity

9.b.ii – Telemarketing Specialist (Leaves)

9.b.iii – Information Security and Data Privacy

9.b.iv – Telemarketing Campaign Completion

9.b.v – Quality Assurance

9.b.vi – Commissions

As agreed between customer and supplier a commission of $5 will be charged to the CLIENT for every warm transfer which shall be disbursed accordingly by InsBOSS.

License to InsBOSS US

10. You grant InsBOSS a limited, non-exclusive, and fully paid-up, royalty-free license during the Term to use your Intellectual property (including, as between the Parties hereto, the Scripts, solely for and to the limited extent necessary to perform InsBOSS obligations under this Agreement.

Representations, Warranties, and Covenants

11.1 Authority. Each Party represents and warrants to the other Party that it has full power and authority to enter into and perform its obligations pursuant to this Agreement and that the person signing this Agreement on its behalf has been properly authorized to enter this Agreement.
11.2 Breach. The failure of any of the representations and warranties to be accurate in any material respect at any time during the Term shall constitute a material breach of this Agreement, and, in addition to all other rights and remedies available to you under this Agreement and at law or in equity, you shall have the right to terminate either this Agreement or the relevant Statement of Work. The rights and remedies available to InsBOSS under this Agreement and at law or in equity shall be limited solely to recover damages, unless and except in the event your material breach of this Agreement prevents InsBOSS from performing the relevant Statement of Work or subjects InsBOSS to liability under any applicable laws, in which case InsBOSS will be excused from performance, but only to the limited extent
- (a) that it is prevented from performing by you, or
- (b) necessary to avoid such liability.
11.3 Disclaimer. EACH PARTY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN THE OTHER PARTY

Indemnification and Limitation of Liability

12.1 InsBOSS US’s Obligations. InsBOSS shall indemnify and hold you harmless and your ofﬁcers, directors, and employees from and against any damages and all losses that relate to or arise out of either:
- (a) a material breach of this Agreement or any SOW by InsBOSS
- (b) bodily injury, death, or personal property damage proximately caused by the gross negligence or misconduct of InsBOSS or any of its employees, agents, contractors, or subcontractors, or
Notwithstanding the foregoing, InsBOSS shall not be responsible for any losses to the extent that they directly and materially result from the acts or omissions by you or any of your employees, agents, contractors, or subcontractors.
12.2 Your Obligations. You shall indemnify and hold harmless InsBOSS and its ofﬁcers, directors, and employees from and against any and all Losses that relate to or arise out of either:
- (a) a material breach of this Agreement or any SOW by you
- (b) bodily injury, death, or personal property damage proximately caused by the gross negligence or misconduct by you or any of your employees, agents, or contractors.
Notwithstanding the foregoing, you shall not be responsible for any losses to the extent that they directly and materially result from the acts or omissions of InsBOSS or any of its employees, agents, or contractors.

Limitation of Liability

13.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION OR THE CLAIM (e.g., CONTRACT, WARRANTY, TORT, MALPRACTICE, OR OTHERWISE), FOR ANY “EXCLUDED DAMAGES,” MEANING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, TREBLE OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, PROFIT, BUSINESS, USE OR DATA, OR FOR ANY FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS), EVEN IF ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

Insurance

14.1 InsBOSS shall at all times throughout the Term, maintain, pay for, and keep in force the following Professional Liability Insurance:
- (a) Errors and Omissions Insurance policy
- (b) Cyber Liability Insurance policy

General Provisions

- 15.1 Non-Solicitation. Without the prior written consent of the other Party, during the term of this Agreement and continuing through the ﬁfth (5th) anniversary of the termination or expiration of this Agreement, neither Party shall directly or indirectly solicit or attempt to solicit for employment any persons employed by the other Party who are directly involved in carrying out the obligations of the Parties pursuant to this Agreement. The foregoing prohibition shall not apply to solicitations by means of general advertisements or media of broad circulation not speciﬁcally targeted at the employees of the other Party. Furthermore,
  - - 15.1a No-solicitation, hiring, or unauthorized use of VA’s. You acknowledge that InsBOSS incurs substantial sourcing, recruitment, screening, training, administrative, and marketing expenses with respect to its VAs and all of InsBOSS’ employees and afﬁliates, and that the identity, telephone number, address, skills, qualiﬁcations, references, and work history of each VA constitutes the trade secrets of InsBOSS. Accordingly, you and your agents, employees, divisions, parents, subsidiaries, afﬁliates and successors or assigns will not solicit, hire, or offer employment to, or otherwise directly or indirectly use the services of, on a full-time, part-time, or temporary basis, any VA or InsBOSS employees and afﬁliates who has been assigned to you, or any prospective VA who has been recommended or introduced to you as a result of InsBOSS or any InsBOSS employee or affiliates, until the expiration of three (3) years after the termination of this Agreement. You acknowledge that violations of this section will cause signiﬁcant damage to InsBOSS. Therefore, you agree to pay InsBOSS $25,000.00 as liquidated damages for each violation of this section. If you violate this section while this Agreement remains in force, then you agree that InsBOSS may immediately charge the $25,000.00 in liquidated damages to your credit card or bank account on ﬁle with InsBOSS. If you violate this section after the termination of this Agreement, then you agree that InsBOSS may seek recovery of the $25,000.00 in liquidated damages, as well as injunctive relief, and any other legal or equitable relief to which it may be entitled. You shall be responsible to pay all attorney fees and costs incurred by InsBOSS.
  - 15.1b Transfer of VA. If you desires to directly hire, offer employment to, or otherwise use the services of InsBOSS VA, or any prospective InsBOSS VA, regardless of the manner of introduction or recommendation to you as a result of InsBOSS, during or after this Agreement, you must: (1) notify InsBOSS in writing at least thirty (30) calendar days before you intend to hire, offer employment to, or otherwise use the services of the VA in any contractual form or otherwise and (2) pay a $25,000.00 conversion fee for each VA. During the 30-day notice period, you must continue to pay the Recurring Monthly Rate agreed. This monthly rate will be charged to your credit card or bank account on ﬁle with InsBOSS until such conversion of InsBOSS VA applies. The failure to do either of the above is a material breach of this Agreement and you shall pay InsBOSS $25,000.00 or InsBOSS’s actual damages, whichever is greater, plus any attorney fees or costs. In addition, InsBOSS may seek injunctive relief and any other available legal or equitable remedies.

15.2 Relationship. The Parties acknowledges and agrees that InsBOSS is an independent contractor and that in no event shall it be, claim to be, or be deemed to be an employee, agent, or partner of you by reason of or concerning this Agreement or any services provided pursuant to this Agreement. Notwithstanding and without limiting the generality of the foregoing, InsBOSS agrees (a) to conduct itself strictly as an independent contractor pursuant to this Agreement, and (b) to comply with all applicable laws, rules, and regulations, including without limitation all laws, rules, and regulations governing the payment of federal and state income taxes, self-employment taxes, estimated taxes, sales, use and service taxes, and all other federal, state, local, and foreign taxes of any nature imposed with respect to any obligations pursuant to this Agreement or payments thereof.
15.3 Injunctive Relief. The parties agree that in the event of a breach of any provision of this Agreement, the aggrieved party may be without an adequate remedy at law. The parties therefore agree that in the event of a breach of any provision of this Agreement, the aggrieved party will be entitled to obtain injunctive relief. Both parties waive any requirement that a bond be posted as a condition to any injunctive relief. By seeking or obtaining injunctive relief, the aggrieved party will not be precluded from seeking or obtaining any other relief to which it may be entitled.
15.4 Entirety of Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement.
15.5 No Waiver. No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.
15.6 Jurisdiction and Venue. This Agreement shall be governed by, and construed under, the laws of the State of New York. Any dispute, suit, action, or proceeding arising out of or related to this Agreement shall be commenced in a federal or state court located in Nassau County, New York. The Parties to this Agreement: (i) irrevocably submit to the exclusive jurisdiction and venue of any such court in any such dispute, suit, action, or proceeding and (ii) irrevocably waive (to the extent permitted by applicable law) any objection which they now or hereafter may have to venue in these courts and any objection on the ground that any such dispute, suit, action, or proceeding has been brought in an inconvenient forum.
15.7 Attorney Fees. In the event of any dispute, suit, action, or proceeding being brought for any breach of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and other costs.
15.8 Acts of God. If InsBOSS is prevented from performing its obligations under this Agreement by an act of God or by any other occurrence that is beyond the control of the parties to this contract, then it shall be excused from any further performance of its obligations and undertakings under this contract.
15.9 Effect of Waiver. The failure of InsBOSS to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
15.10 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
15.11 Modifications. Any modiﬁcations to this Agreement shall be applied as necessary through electronic means.
15.12 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance, at any time or to any extent, is held invalid, illegal, or unenforceable by a court of competent jurisdiction by reason of any rule of law or public policy, all other conditions and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transaction contemplated is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transaction contemplated hereby is fulﬁlled to the maximum extent possible.
15.13 Binding Nature. Each Party has read and understands this Agreement and consents to be bound by its terms and conditions. Each Party acknowledges that this Agreement has undergone several revisions and agrees that no presumption should arise favoring either Party by virtue of the authorship of any of its provisions.

Schedule of Services and Holidays

16.1 InsBOSS Holiday Schedule. The schedule of holidays wherein InsBOSS (and InsBOSS’ Subcontractor’s employees) will not be in operation in any given year shall be communicated to you promptly and timely. You agree that the said holidays shall be considered a non-working day for InsBOSS.