Highstreet Insurance & Financial Services Terms of Business Arrangement

Description of Role

Through its insurance industry licensed and wholly-owned subsidiaries, High Street Insurance Partners, Inc. (including those listed here, individually and collectively, as context requires, “Highstreet”) provides insurance agency and brokerage services.  In performing these services, Highstreet markets, places and/or renews insurance coverages, performs normal-course insurance policy servicing, and performs other services as may be agreed to between the applicable client or prospective client and Highstreet.  Where Highstreet performs services as an agent of an insurance carrier, Highstreet at times has the authority to obligate the carrier in connection with the placement of an applicable insurance policy and may therefore be required to act in accordance with its agreement with the applicable insurance carrier.

Securities transactions, if and when presented or effected, are presented or effected on behalf of, and under the supervision of, third-party securities firms that are not affiliated with Highstreet.

Applicability of Terms

In doing business with Highstreet, or in making a request that Highstreet procure insurance on its behalf, each client and prospective client of Highstreet agrees that these Terms of Business Arrangement (these “Terms”) will apply to the business arrangement between such client or prospective client, on the one hand, and Highstreet, on the other hand, absent a written and executed agreement between the parties covering the insurance agency or brokerage arrangement (which these Terms do not purport to supersede).  Nothing in these Terms is intended to imply that these Terms form a written and signed agreement where one is required by applicable insurance industry law to be entered into by Highstreet, such as with certain client fee arrangements in certain jurisdictions.

Provision, Collection, Disclosure and Accuracy of Client Information

In doing business with Highstreet, or in making a request that Highstreet procure insurance on its behalf, each client and prospective client of Highstreet acknowledges that (1) such client or prospective client may be required to provide to Highstreet certain client or prospective client information, some of which may be confidential or proprietary to such client or prospective client, (2) Highstreet may gather additional information from third-party sources to supplement information provided to it by any such client or prospective client (collectively with the information described in subsection (1) above, the “Client Information”) and (3) Highstreet may disclose the Client Information to certain insurance industry third parties with which Highstreet maintains insurance industry relationships, including insurance carriers, underwriters, agents and claims professionals (collectively, the “Insurance Third Parties”), in any case for purposes of insurance marketing (such as obtaining insurance quotes), servicing, claims handling (it being acknowledged that Highstreet is generally not responsible for handling claims), insurance renewal services and other services contemplated by these Terms.  Highstreet will not be able to perform insurance agency or brokerage services otherwise.

Highstreet and the Insurance Third Parties rely upon each client and prospective client providing Client Information that is complete, accurate and up to date.  Highstreet is not responsible for verifying the completeness, accuracy and currentness of any Client Information, and Highstreet is entitled to rely on such Client Information in performing services on behalf of any client or prospective client without any obligation of research, inquiry or verification.  Each such client or prospective client acknowledges that incomplete, inaccurate or stale Client Information provided to Highstreet by or on behalf of such client or prospective client could result in adverse consequences, including rescission of coverage or denial of claims.  Highstreet has no responsibility or liability for errors or omissions that are the result of incomplete, inaccurate or out-of-date Client Information provided to Highstreet by or on behalf of such client or prospective client.  

Intermediaries and Affiliate Intermediaries; Affiliate Servicing

Occasionally, a Highstreet company will utilize intermediary insurance agents or brokers to access certain insurance markets or to place certain types of insurance business.  These intermediary insurance agents are typically engaged and utilized by agents or brokers (and generally not by the client directly) because they offer products not available through normal retail insurance channels or because they have a particular expertise that is required or preferred for a particular insurance placement.  While the client’s insurance premiums are typically not impacted by the involvement of multiple intermediaries, each involved intermediary customarily will earn compensation in connection with an applicable placement.  

Several Highstreet companies operate as intermediaries that may be engaged and utilized by retail agents or brokers as described above – generally because of their expertise in particular specialty areas of insurance.  At times, one Highstreet company may engage and utilize another Highstreet company so that the former can leverage the latter’s access to insurance markets or area(s) of expertise and, ultimately, for the former to endeavor to place an insurance policy on behalf of its client or prospective client through or with the assistance of the latter.

In addition, in order to properly service the business of clients, at times, certain Highstreet companies may engage other affiliate Highstreet companies to perform normal-course insurance policy servicing on behalf its clients.  These engagements may be due to the expertise of the affiliate Highstreet company, the lack of availability of service personnel of the engaging Highstreet company or other reasons.

Insurance Carriers; Availability of Insurance Coverage

It is the nature of the insurance agency and brokerage industries that agents and brokers contract with insurance carriers so that clients of the agents and brokers may procure insurance policies issued by such carriers.  Highstreet is not affiliated with any insurance carrier and is only authorized to make binding commitments on behalf of any insurance carrier in limited, specific circumstances.  Highstreet cannot and does not guarantee, or make any representation or warranty, that Highstreet will be able to place on behalf of any prospective client or client any particular insurance policy or an insurance policy on terms acceptable to any such client or prospective client.  Highstreet is not responsible for the solvency of any insurance carrier or the ability or willingness of any carrier to pay claims or to take (or abstain from taking) any particular action, including those that may be required by applicable insurance industry law.  In certain circumstances, Highstreet employees may serve on boards or committees of insurance carriers or other Insurance Third Parties.

Product and Policy Placement Services

Highstreet does not, and Highstreet representatives are not authorized to, provide legal, tax, accounting or actuarial advice, and no information or other material or work product provided by Highstreet to any client or prospective client may be regarded or relied upon as such, other than with respect to certain tax-related work product that is provided in writing from Cordasco & Company LLC (“Cordasco”).  Other than with respect to Cordasco and certain tax matters, in any instance, Highstreet recommends that any of its clients or prospective clients engage qualified legal, tax, accounting or actuarial advisors, as applicable, to provide such advice and to perform any related services.

Highstreet will have no responsibility or liability for the action or inaction (including any in the nature of an error or omission) of another insurance agent or broker with respect to the adequacy or effectiveness of any policy placed by such other insurance agent or broker on behalf of any client or prospective client.

Often, Highstreet will submit to a client or prospective client an insurance proposal or summary, in which Highstreet endeavors to (among other things) summarize in-force and/or prospective client insurance coverage.  These proposals or summaries are provided, if at all, for informational and convenience purposes only and are not intended to (and do not) amend, alter or extend coverage afforded by the insurance policies underlying such summaries.  The insurance coverage afforded by any insurance policy described in any such proposal or summary is subject to all terms, conditions, limitations and exclusions set forth in each such policy, and any conflict between any such proposal or summary, on the one hand, and any such policy, on the other hand, will be governed by the applicable term, condition, limitation and/or exclusion set forth in such policy.  

Each client or prospective client is solely responsible for its ultimate selection of insurance.  Where Highstreet quotes specific policy limits, higher limits of liability may be available, and each client or prospective client is responsible to notify Highstreet if they are interested in or require higher limits.  Property value determination is ultimately the insured’s responsibility, and such values should be reviewed by the insured for accuracy to avoid the possibility of being underinsured.  Highstreet makes no representation or warranty that “all risks” of any insured are covered under any insurance policy, or collection of insurance policies, placed or proposed by Highstreet.  Any policy placed or proposed by Highstreet is placed or proposed based upon exposures to loss that were made known to Highstreet at the relevant time.  Other than as prescribed by applicable law, in no event will Highstreet be deemed to have, or otherwise owe, any enhanced or special duties (including those imposed or applied by virtue of any special or fiduciary relationship) to any client or prospective client.  

Each client or prospective client is responsible to review all policy documents provided to such client or prospective client by Highstreet and to inform Highstreet of any inaccuracies, deficiencies or discrepancies contained therein.  Without limiting the generality of the foregoing, each client or prospective client is responsible for ensuring all named insureds are properly identified on any applicable policy.  If a person (including any business operation or entity) is not so identified, they may not have coverage in the event of a claim.

Insurance Premiums

The client on whose behalf Highstreet places any insurance policy or product is, as between such client and Highstreet, solely responsible for the payment of any related premiums due, together with any applicable surplus lines, sales, use, excise or other taxes.  In the event that any such premium is not timely paid, the underlying insurance policy or product may be cancelled by the insurance carrier with which such policy was placed, and the coverage otherwise afforded by such policy may not be available for any insurance claim made under it.

Highstreet undertakes no responsibility to provide notice to any client with respect to any policy or product cancellation, including where such cancellation is the result of non-payment of premium by such client, regardless of past practice.  Notwithstanding the foregoing, Highstreet representatives may from time to time provide notice to a client if/when Highstreet is made aware that the client has not paid the premium charged for a direct-bill policy (i.e., a policy for which the insurance carrier, rather than Highstreet, issues a premium invoice and collects (or attempts to collect) the premium) and that the underlying policy may be cancelled by the carrier for non-payment of premium.  This notice is referred to as “Client Premium Notification” within these Terms.  Any Client Premium Notification is provided, if at all, as a courtesy, and Highstreet cannot and does not commit to providing any other Client Premium Notification if similar circumstances related to any other policy arise.  Any client who or that fails to timely pay any such premium or tax amount will indemnify Highstreet for any amounts paid by Highstreet to any Insurance Third Party or governmental authority as a result of or related to such failure.

Insurance Servicing

Highstreet cannot and does not place, have bound or alter any insurance policy or coverage (including by endorsement or any addition or deletion) via voicemail, text, email, social media message, fax or other similar communication by any client or prospective client, such as interaction with hsip.com or any other website of Highstreet.  To have placed or bound, or to alter, any insurance policy or coverage, any client or prospective client must speak with a licensed producer of Highstreet and have such placement, binding or alteration confirmed by a licensed producer of Highstreet or an authorized representative of the applicable insurance carrier.

Limitation of Liability

IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATIONS LOST PROFITS AND LOST BUSINESS), ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES CONTEMPLATED BY THESE TERMS, EVEN IF IT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER LEGAL THEORY.