Last Updated: September 2026
TERMS & CONDITIONS
These Terms & Conditions (these “Terms”) govern the relationship between Acrisure, LLC, a Michigan limited liability company having its principal place of business at 100 Ottawa Avenue SW, Grand Rapids, MI 49503, or its affiliates or subsidiaries, as applicable (collectively, “Acrisure”), and Client pursuant to and in accordance with that certain Client Agreement by and between Acrisure and Client (the “Agreement”). In consideration of the foregoing, and the mutual covenants, terms and conditions set out herein, the Parties agree as follows:
1. Defined Terms. Capitalized terms used but not otherwise defined in these Terms shall have the meanings ascribed to such terms in the Agreement.
2. Coverage Decisions. Acrisure makes no warranties with respect to policy limits or coverage considerations of the applicable carrier. Coverage determinations may only be made by the carrier. Although Acrisure may be responsible for the placement of the lines of insurance coverage on Client’s behalf, Acrisure is acting at Client’s direction, and Client has the sole discretion for the selection and approval of any insurance placed as well as other material decisions involving Client’s risk management, risk transfer and/or loss prevention needs.
3. Producer Compensation Disclosure. Client acknowledges that, in addition to any Fee, Acrisure may also receive commissions, volume-based and/or other compensation from insurance companies or other third parties as further set forth in Acrisure’s U.S. Producer Compensation Disclosure at Acrisure.com/legal, which is incorporated herein by reference. Client may obtain information about the compensation expected to be received by Acrisure based in whole or in part on the sale, and the compensation expected to be received based on any alternative quotes presented by Acrisure, and Acrisure will disclose such information to Client.
4. Payment of Fees. Client shall pay Acrisure the fees and other amounts as set forth on each SOW (the “Fee”). Unless otherwise stated in any SOW, the Fee is earned in its entirety as of the SOW Effective Date, and may be subject to increase upon each renewal of the SOW. The Fee is not contingent upon Acrisure remaining Client’s broker of record or for placement of insurance on Client’s behalf. The Parties agree that the Fee in any SOW may be increased by Acrisure from time to time. Client is responsible for payment of the Fees (if applicable) within thirty (30) days of invoice receipt. Any amounts not paid when due will accrue interest at the rate of one percent (1%) per month or the highest rate permitted by applicable law, whichever is less. If any Fee is not paid in full when due without a good faith basis to withhold, that nonpayment will constitute a material breach of any SOW or these Terms.
5. Term & Termination. These Terms shall commence on the Effective Date and shall continue until the end of the last initial period and any renewal period(s) set forth in the SOW(s). If no such initial period or renewal period(s) is set forth in such SOW, the term for the SOW shall commence on the SOW effective date and shall continue for a period of one (1) year from the Effective Date (“Initial Term”), which shall automatically renew in successive one (1) year periods (each, a “Renewal Term”), unless either Party notifies the other Party in writing of the notifying Party’s intent not to renew at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term (the Initial Term and the Renewal Term(s) being the “Term”). Any expiration or termination of these Terms shall not relieve either Party from its responsibilities prior to such expiration or termination. These Terms, or any SOW, may be terminated by either Party by written notice to the other Party, effective immediately, if such other Party has violated any applicable law or regulation or has violated a material term of these Terms and such violation remains uncured for ten (10) days after receiving written notice thereof in accordance with these Terms.
6. Relationship of Parties. At all times during the term of these Terms, the relationship between Acrisure and Client shall be that of independent contractors. Nothing contained herein shall indicate that the Parties hereto have any employer/employee relationship, joint venture, partnership, or right or power to represent or act on behalf of each other except as set forth in the Agreement. All expenses incurred by the Parties hereto in the performance of their respective duties under these Terms shall be paid by such Party. Each Party shall bear full responsibility to withhold and pay any and all taxes related to each Party’s respective obligations under these Terms.
7. Protected Health Information. In order to provide the Services, Acrisure may require access to certain Protected Health Information as that term is defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) of Client’s employees and employee benefit plan participants. If applicable: (a) at Client’s direction, Acrisure and Client will enter into a Business Associate Agreement, as required by law and with reasonable market standard terms and conditions as agreed upon by both Parties, and (b) Acrisure shall establish administrative, technical and physical information security controls that are reasonably designed to protect and safeguard against the unauthorized disclosure of Protected Health Information as required by applicable law and in accordance with industry standards.
8. Privacy. To the extent Client provides Acrisure with any personal information or personal data in connection with its provision of the Services, as such terms are defined by applicable insurance laws and regulations and/or applicable state privacy laws and regulations (collectively, “Personal Information”), the Acrisure Privacy Policy and the Acrisure Privacy Notice may apply and govern Acrisure’s use of such Personal Information. Please refer to Acrisure.com/privacy for the current Acrisure Privacy Policy and the Acrisure Privacy Notice.
9. Confidentiality. All non-public, confidential or proprietary information including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed on or after the Effective Date by either Party or any of its affiliates, (the “Disclosing Party”) or any of the Disclosing Party’s employees, officers, directors, partners, shareholders, members, managers, agents, attorneys, accountants, wholesalers, advisors, vendors, insurers, insurance intermediaries or other representatives (collectively, “Representatives”) to the other Party or any of its affiliates, (the “Receiving Party”), or to any of the Receiving Party’s Representatives, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with these Terms is confidential, and shall not be disclosed, used, or copied by the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information only in the context of these Terms. The Disclosing Party shall be entitled to seek specific performance and injunctive relief and other equitable relief as a remedy for any violation of this Section.
a. Exclusions from Confidential Information. Confidential Information does not include information that is (i) in the public domain other than as a result of, directly or indirectly, any violation of these Terms by the Receiving Party; (ii) known to the Receiving Party at the time of disclosure as established by documentary evidence; (iii) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; provided that the Receiving Party reasonably believes such third party was not prohibited from providing access to such Confidential Information by a legal, fiduciary or contractual obligation; or (iv) independently developed by the Receiving Party or any of its Representatives, as established by documentary evidence, without reference to or use of any of the Disclosing Party’s Confidential Information.
b. Return or Destruction of Confidential Information. At any time during or after the term of these Terms, at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that the Receiving Party may retain copies of Confidential Information (i) in order to comply with applicable law or regulation, (ii) to comply with the Receiving Party’s records management or similar policy, or (iii) that are stored on the Receiving Party’s IT backup and disaster recovery systems until the ordinary course deletion thereof. The Receiving Party and its Representatives shall continue to be bound by these Terms with respect to such retained Confidential Information. This Section shall survive any expiration or termination of the Agreement, including these Terms.
c. Required Disclosure. Any disclosure by the Receiving Party or any of its Representatives of any of the Disclosing Party’s Confidential Information required by applicable law, regulation, or legal, regulatory, or judicial process (a “Legal Order”) shall be subject to the terms of this Section. Before making any such disclosure, the Receiving Party shall provide the Disclosing Party with written notice of such requirement to the extent not prohibited by law or regulation so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; provided, however, that no such notice shall be required if the Receiving Party is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over the Receiving Party. If, after providing such notice and protective order or other remedy, the Receiving Party remains subject to the Legal Order to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential information which, on the advice of the Receiving Party’s legal counsel, such Legal Order specifically requires the Receiving Party to disclose, as per the applicable court or agency orders.
10. Disclaimer of Fiduciary Responsibility. To the extent any law or regulation incurs any fiduciary responsibility, Acrisure and Client acknowledge and agree that: (a) Acrisure shall have no discretionary authority or discretionary control with respect to the management and administration of any employee benefit plan sponsored by Client or coverages selected by Client; (b) Acrisure shall exercise no authority or control with respect to the management or disposition of the assets of Client, including any assets of any employee benefit plan sponsored by Client; and, (c) Acrisure shall perform the applicable Services in a non-fiduciary capacity.
11. No Legal or Tax Advice. Client acknowledges and agrees that Acrisure: (a) is not a law or accounting firm and that no attorney-client relationship has been created by entry into the Agreement or any other agreement with Acrisure; (b) is not in any way retained as legal counsel for Client or for tax or accounting services; (c) has not in the past, is not in the present, and will not in the future provide any legal or tax advice on any matter to Client for any purpose whatsoever; and (d) will not now or in the future in any way represent Client in any legal matter whether in litigation or otherwise.
12. Use of Acrisure Provided Site. Acrisure may designate Client as an authorized user to access a customized online risk management or enrollment system with functionality to reasonably assist in delivering the Services (the “Site”). If applicable, the Site may be provided by a third-party vendor(s) (each, a “Vendor”) to allow Client and Acrisure to streamline and administer various aspects of Client’s employee benefit plan(s). The data that may be entered into the Site to register, complete forms, enroll, or otherwise access or use the functions of the Site may include, but is not limited to: employee and plan participant names, birth dates, Social Security numbers, home addresses, dates of hire, compensation information, benefit plan elections, and enrollment information (collectively, the “Data”).
a. Client is solely responsible for ensuring the Data is current and accurate so that all enrollment, election changes, onboarding, reporting, and other functions facilitated by and through the Site (including annual regulatory reporting) are correct and completed in compliance with applicable contractual or regulatory requirements. Acrisure assumes no responsibility and shall not be liable for any damage or loss whatsoever to the extent it relates to or arises out of the Data or the Site, including, any use of the Site, implementation of the Site, effectiveness of any of the Site’s functions, or the entering, maintenance, or accuracy of the Data.
b. Subject to these Terms and any other terms and conditions of an SOW, if applicable, Client grants Acrisure a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use its name and/or certain logos, trademarks, service marks, and indicia created or provided by or on behalf of Client (collectively, “Marks”) for the purpose of white labeling or customizing the Site for Client’s use. Any use of Client’s Marks by Acrisure shall be in accordance with prior written approval and applicable quality control guidelines of Acrisure, as provided in writing and as Client may amend in its sole discretion from time to time. Nothing in this grant of license or otherwise in these Terms is intended or is to be deemed to assign or transfer any of Client’s Marks or other intellectual property to Acrisure, and each Party retains and reserves all right, title, and interest in and to its own Marks and intellectual property.
c. All right, title and interest in and to all content, graphics, trademarks, and logos appearing on the Site, other than Client’s Marks, specific third parties offering site links, and copyrighted material furnished by a third party or Data and all technology related thereto, is owned by the applicable Vendor or Acrisure. Nothing in any SOW or these Terms or in any attachment hereto creates in Client any rights in Acrisure’s or a Vendor’s intellectual property.
d. Client shall not (i) use or duplicate the Site for any purpose other than as expressly permitted under these Terms; (ii) assign, sub-license, lease, encumber, or otherwise transfer or attempt to transfer the Site or any portion thereof to any third party; (iii) permit any unauthorized party to use or access all or any portion of the Site, whether by network or otherwise; (iv) permit reverse engineering, disassembly, translation, modification, or decompilation of the Site; or (v) remove any copyright, trademark, patent, or other proprietary notices from the Site or any portion thereof.
e. Client shall assist Acrisure in the customization of the Site, including, without limitation, selecting the desired Services (including any voluntary benefits) from among those offered by Acrisure, providing the description of Client’s employee benefits plan, and providing Acrisure all reasonably requested information required to administer and market the Site. Client shall ensure that all written employee benefit plan materials are accurate and in compliance with applicable law.
f. Client shall promptly notify Acrisure in writing if the Site is not working to the satisfaction of Client, and permit Acrisure a reasonable time, but not less than sixty (60) days, to use commercially reasonable efforts to correct any identified functionality issues with the Site.
g. ACRISURE DISCLAIMS ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, THAT RELATES TO OR ARISES OUT OF THE DATA AND THE SITE, INCLUDING, WITHOUT LIMITATION, CLIENT’S ACCESS TO, USE OF, OR DATA PROVIDED TO, THE SITE. CLIENT ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN MADE BY ACRISURE AS TO THE FITNESS OF THE SITE FOR THE CLIENT’S INTENDED PURPOSES, EXCEPT IN THE CASE WHERE ACRISURE HAS BEEN GROSSLY NEGLIGENT OR HAS PERFORMED WILLFUL MISCONDUCT.
h. Client waives any and all claims against Acrisure, and shall hold harmless, release, indemnify and not sue Acrisure for any liability that relates to or arises out of the Data or the Site, including Client’s use of the Site, except in the case of Acrisure’s gross negligence or willful misconduct. Client acknowledges that Client has read and fully understands the terms in this Section and that Client is solely responsible for complying with any of the Site’s applicable terms of service, privacy policy, and other terms and conditions required for Client to access and use the Site.
i. DISCLAIMER OF WARRANTIES. THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE USE OF THE SITE BY CLIENT IS AT CLIENT’S SOLE RISK. ACRISURE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES ACRISURE MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE. ACRISURE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability. Under no circumstances shall Acrisure be liable for any damages, lost profits, or any indirect, incidental, consequential, special, or punitive damages for any matter arising from or relating to the Agreement (including, without limitation, any and all Services and SOWs), whether such liability is asserted on the basis of contract, tort, or otherwise. In no event shall Acrisure's total liability to Client exceed the total fees received by Acrisure from Client during the twelve (12) months preceding such injury.
14. Non-Solicitation. During the SOW term and for a period of two (2) years after the completion of the Services or termination of the SOW, Client will not directly or indirectly solicit, employ or retain in any capacity, or directly or indirectly offer to employ or retain in any capacity, any personnel of Acrisure who are working or have worked to provide the Services.
15. Severability. If any term or provision of these Terms is deemed invalid, illegal or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other terms or provisions of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
16. Governing Law; Jurisdiction; Venue. These Terms and any applicable SOW shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or relating to these Terms, or any related transactions between the Parties, shall be instituted in the federal courts of the United States of America or the courts of the State of Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by hand delivery or certified mail in accordance with these Terms shall be effective service of process for any suit, action, or other proceeding brought in any such court.
17. Indemnification. In the event of any third-party claim(s) asserted against a Party on account of a material breach of the Agreement, including these Terms or an applicable SOW, or related to the negligence of the other Party, then such other Party shall fully indemnify, defend, and hold harmless the Party against whom such third-party claim was made, including any and all of its subsidiaries, affiliates and Representatives (including each of their respective officers, directors, employees, successors, and agents) from and against any and all losses, claims, expenses, damages and liabilities (including attorney’s fees and costs) incurred in connection with or as a result of such claim. The indemnifying Party’s obligations under this Section shall not apply to the extent that any claim is directly caused by the negligence or other conduct of the Party seeking indemnification.
18. Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under these Terms that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy (each, a “Force Majeure”). For the avoidance of doubt, Force Majeure shall not include: (a) financial distress or the inability of either Party to make a profit or avoid a financial loss; (b) changes in market prices or conditions; or (c) a Party’s financial inability to perform its obligations hereunder.
19. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (return receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set out on the first page of the Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).
20. Assignment. Neither Party may assign any of its rights or delegate any of its obligations under these Terms or any SOW without the prior written consent of the other Party, except that either Party may assign these Terms or any SOW in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of its assets to which these Terms or an SOW pertains. Any purported assignment or delegation in violation of this Section shall be null and void.
21. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms 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.