Oneday Pro Advisor Terms of Use

1. About these Terms

These Oneday Pro Advisor Terms of Use (the “Terms”) are a legal agreement between you and Oneday TPA Inc. (“Oneday,” “we,” “us” or “our”). They apply when you use Oneday Pro, our platform for licensed insurance advisors, at onedaypro.app, onedaypro.co and any related app or subdomain (the “Platform”). They also apply when you apply to be contracted with Oneday through the Platform. “You” means the individual advisor and, where you act for an agency, that agency.

The Platform includes quoting, e-applications and e-signature, case tracking, commission statements, the Lead Marketplace and Lead Center, branded checkout links, agency and staff tools, training, and our contracting and compliance services.

How you accept. You accept these Terms by checking the box and selecting “I agree” when you create your account. If we make a material change, you accept the new version the same way at your next sign-in. If you do not agree, do not use the Platform.

Other agreements. Some parts of your relationship with Oneday are governed by separate agreements:

• your Advisor Agreement governs your appointment, commission rates, advances, chargebacks and overrides;
• the Lead Purchase Agreement and the acknowledgements you give when you request lead access govern lead orders, and the Advisor Attestation you sign before activating it governs your Oneday checkout link; and
• the Oneday Pro Advisor Privacy Notice and the Oneday Privacy Policy explain how we handle your personal information.

If any of them conflicts with these Terms, the documents rank in this order: (1) your Advisor Agreement, (2) the Lead Purchase Agreement for lead orders, and the Advisor Attestation for your checkout link, (3) these Terms. Nothing in these Terms changes your commission entitlements.

2. Who can use Oneday Pro

To use the Platform, you must:

• hold a valid life insurance licence in each province where you solicit or sell, or be in the process of applying for one;
• maintain errors and omissions (E&O) insurance that meets the minimums in your Advisor Agreement;
• be contracted with Oneday, directly or through an MGA or AGA, before you submit any application; and
• be at least the age of majority and able to form a binding contract.

You must tell us within 5 business days if your licence is suspended, restricted, lapses or is cancelled, if your E&O coverage lapses, or if you become the subject of a regulatory investigation, disciplinary action, criminal charge or bankruptcy. The Platform blocks application submission while your licence or E&O is not current.

3. Your account and authorized users

One person, one login. Your account is personal to you. Do not share your password or verification codes, or let anyone else submit business under your selling code. Keep your contact, licensing, E&O and banking details current. You are responsible for everything done under your login, and you must tell us right away if you think your account has been compromised.

Agencies and staff. If you are an MGA, AGA or agency principal, you may give staff and downline advisors access through the Platform’s staff and hierarchy tools. You are responsible for:

• giving each person only the access they need;
• making sure they follow these Terms and keep client information confidential; and
• removing access as soon as someone leaves or no longer needs it.

Unlicensed staff. Staff who are not licensed for the business they support may do administrative work only. They must not give advice, discuss whether a product suits a client, solicit, quote, take applications or submit business. You are responsible for everything your staff do on the Platform, and you will indemnify us if they break this rule. We may suspend any staff login we reasonably believe has broken it.

Monitoring and our records. We may monitor, record, review and keep your activity on the Platform for security, quality and compliance. This includes sign-ins, submissions, e-signatures, consent acceptances, and any calls, texts, emails or messages you send through the Platform or other Oneday systems. We may use these records to investigate complaints, audit your business, respond to insurers or regulators, and enforce these Terms. Our records are evidence of what happened in your account unless you show they are wrong. Where the law requires it, tell your clients that communications through the Platform may be recorded.

4. Contracting, screening and ongoing monitoring

What we do. Before we contract you, and while you remain contracted, we screen you to meet our obligations to the insurers whose products we distribute, insurance regulators and industry guidelines for advisor suitability. Screening may include:

• verifying your identity, licences, E&O coverage, education and designations;
• checking regulator records for disciplinary history;
• a credit check, including bankruptcy status; and
• a criminal record check.

While you are contracted, we monitor your credit, licence and E&O status, and we may ask you to complete a new criminal record check from time to time. You must complete a re-check when we ask. If you don’t, we may suspend your access or end your contract.

Your consent comes separately. We run a credit check, a criminal record check or ongoing monitoring only with the specific consent you give for each. Each criminal record re-check needs a new consent from you at the time. Some provinces require a particular vendor or form; we will tell you when that applies. How we handle the results is explained in the Oneday Pro Advisor Privacy Notice.

Our decisions. We decide whether to contract you, and whether to keep you contracted, based on the screening results and the criteria in your Advisor Agreement. Before we act on an adverse result, we will tell you what we found and give you a chance to respond or correct the record, unless the law or an insurer’s requirements prevent us. If we decline, end or restrict your contract based wholly or partly on a screening result, we will tell you in writing within 10 days, as set out in the screening consents.

Accurate information. Everything you give us during onboarding must be true and complete. Giving false or misleading information is grounds to refuse or end your contract.

5. Leads, client inquiries and checkout links

Purchased leads. Every lead order is governed by the Lead Purchase Agreement version you accept at checkout. That agreement sets out pricing, exclusivity, replacements and your contact obligations. Access to leads is at Oneday’s sole discretion and may be refused or revoked at any time.

Assigned leads. If you opt in, we may assign you consumer inquiries or self-checkout customers at no charge. Different commission terms may apply to assigned business, as shown in your Advisor Agreement or the program terms shown when you opt in. We may change or end an assignment program on notice.

Contacting consumers. When you contact a consumer from a lead or inquiry, you must:

• comply with Canada’s Anti-Spam Legislation (CASL), the CRTC’s Unsolicited Telecommunications Rules and the National Do Not Call List;
• call only at reasonable hours and identify yourself and your licence;
• stop contacting anyone who asks you to stop, and record the request in the Platform; and
• never say or imply that you are an employee of Oneday or of any insurer.

Branded checkout links. You may customize and share your personal Oneday checkout link to let clients buy online, under the Advisor Attestation you sign before activating it. You are responsible for how, where and to whom you promote the link. Oneday may restrict, suspend or disable your link or its customization at any time, as the attestation describes. Clients who buy through your link accept Oneday’s consumer terms. You remain their advisor of record as set out in your Advisor Agreement.

6. Fees, payment and commissions

No platform fee. Contracting and access to the Platform are free. There is no signup fee, monthly subscription or minimum volume. You pay only for what you choose to buy, such as leads.

Paying for leads. Lead orders are charged to your card at checkout, plus GST/HST at your province’s rate. Receipts are in My Orders. Charging back a valid order through your card issuer breaches these Terms and the Lead Purchase Agreement.

Commissions. Your commission rates, payment timing, advances, chargebacks, balance recovery and overrides are governed by your Advisor Agreement. Commission statements and dashboards in the Platform are for your information. If they differ from your Advisor Agreement or a corrected statement, the agreement and the corrected statement govern. Tell us about any error within 60 days of the statement date.

Banking and tax. We pay commissions by direct deposit to the account in your profile. You are responsible for the accuracy of your banking details and for your own income tax and any GST/HST on your commissions. We issue a T4A each year. Commission statements, T4A slips and other tax and account documents are available in your Platform account, where you can view and print them securely. You can ask for a paper copy at any time. We send notices to the email address in your profile, and you agree we may deliver them electronically.

7. Client information and confidentiality

Through the Platform you will see personal information about consumers and clients, including health information in applications. You must:

• use it only to quote, apply for, place and service insurance for that person, and for nothing else;
• comply with Canadian privacy laws, including PIPEDA and, where they apply, the BC and Alberta Personal Information Protection Acts;
• protect it with reasonable safeguards, including on any device or file you export it to;
• not sell, share or disclose it to anyone except as needed to serve that client; and
• tell us within 24 hours if you become aware of any loss of, or unauthorized access to, client information from the Platform, and help us respond.

These duties continue after your contract or access ends. When it ends, keep client records only as long as the law or your regulator requires.

8. Your professional and compliance obligations

You are an independent, licensed insurance advisor. You are not an employee, partner or agent of Oneday for any purpose other than those set out in your Advisor Agreement. You are responsible for the advice you give. In particular, you must:

• assess each client’s needs and recommend only suitable coverage, using the needs-analysis and disclosure tools where your regulator requires them;
• give clients the disclosures your regulator requires, including your licence, any conflicts of interest and how you are paid;
• follow the Fair Treatment of Customers guidance of the Canadian Council of Insurance Regulators, and the rules of every province where you are licensed;
• record only the client’s own answers, never change an answer without the client’s instruction, and never e-sign or accept a document on a client’s behalf;
• follow Oneday’s and each insurer’s underwriting, replacement and anti-money-laundering requirements; and
• use only marketing materials Oneday has approved when you describe Oneday or the insurance products we distribute, and never use Oneday’s name or brand in your own advertising or lead outreach without our written approval, except as the Advisor Attestation allows for your checkout link.

We may review your business for compliance and ask you for records. You must cooperate with any reasonable request from us, an insurer or a regulator.

9. Acceptable use

Do not:

• access, or try to access, data or accounts that are not yours, including other advisors’ leads or clients;
• probe, test or get around the Platform’s security, licence and E&O checks, or other controls;
• scrape the Platform, or use bots or automated tools on it, except through an integration we have approved;
• upload malicious code, or interfere with or overload the Platform;
• submit test, fictitious or fraudulent applications; or
• resell, sublicense or give third parties access to the Platform or its data.

10. Intellectual property, confidentiality and platform data

Oneday owns the Platform. The Platform and everything in it belong to Oneday or our licensors. This includes its software, code, design, workflows, quoting tools, illustrations, calculators, data and databases, training and marketing materials, documentation, and the Oneday and Oneday Pro names, logos and trademarks. It also includes any improvements, modifications or derivative works, whoever suggests or makes them. These Terms do not transfer any ownership to you. All rights not expressly granted to you are reserved by Oneday.

Your limited licence. While you are contracted and your account is active, we give you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for your Oneday business only. Quotes, illustrations and approved materials may be shared with clients in their unaltered form. The licence ends automatically when your access ends.

What you may not do. Unless we agree in writing, you may not copy, modify, translate, frame, reverse engineer, decompile or create derivative works of the Platform or its content. You may not remove proprietary notices, or use our names, logos or trademarks except as section 8 allows.

Data and feedback. We may use data about how the Platform is used, in aggregated or de-identified form, to run and improve it. If you send us feedback or suggestions, we may use them for any purpose without paying or crediting you, and any resulting improvements belong to Oneday.

Oneday’s confidential information. Through the Platform you will see information that is confidential to Oneday. Examples include commission schedules and rates, lead pricing and allocation, products and pricing not yet public, underwriting guidelines, training materials, and how the Platform works. You must:

• use it only for your Oneday business;
• share it only with your staff who need it and who are bound by the same duty;
• not use it to build, improve or market a competing product or platform; and
• not copy, screenshot or export it except as the Platform allows for your own business.

This duty continues for 3 years after your access ends, and for as long as the information remains a trade secret. It does not cover information that is public through no fault of yours, that you already knew, or that the law requires you to disclose. A breach could cause harm that money alone can’t fix, so we may seek an injunction as well as any other remedy.

11. Disclaimers, limitation of liability and indemnity

Disclaimers. We provide the Platform “as is” and “as available.” Quotes and illustrations are estimates until the insurer issues a policy. We do not guarantee that the Platform will be uninterrupted or error-free, or that any lead will result in a sale.

Limitation of liability. To the extent the law allows:

• Oneday is not liable for indirect, incidental, special or consequential losses, including lost commissions on business that was never placed, lost profits or lost data; and
• our total liability for direct damages arising from the Platform or these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

This limit does not apply to commissions owed to you under your Advisor Agreement, or to losses caused by our fraud, gross negligence or wilful misconduct.

Your indemnity. You will indemnify Oneday and its officers, employees and agents against claims, regulatory penalties, losses and reasonable legal costs that result from:

• your advice, sales conduct or breach of your professional obligations;
• your breach of these Terms, the Lead Purchase Agreement or privacy, anti-spam or telemarketing laws; or
• misuse of client information by you or your staff.

12. Suspension and termination

By you. You can close your Platform account at any time by contacting us. Ending your contract with Oneday is governed by your Advisor Agreement.

By us. We may suspend or limit your access immediately if:

• your licence or E&O is not current;
• a screening or monitoring result, or a regulator or an insurer, requires it;
• we reasonably suspect fraud, a privacy breach or a security risk; or
• you materially breach these Terms or the Lead Purchase Agreement.

Where we consider it appropriate, we may tell you why and give you a chance to respond. We may close your account if the issue is not resolved, or when your contract with Oneday ends.

After your access ends. We may, at our discretion, give you limited read-only access to your commission statements and tax documents for a period we consider reasonable, or send you copies on request. We may then close your account and keep or delete your data as our Privacy Policy and the law allow.

What survives. Commission entitlements and balances owing are handled under your Advisor Agreement. Sections 7, 10 and 11 continue after your access ends.

13. Changes, governing law and general terms

Changes. We may update these Terms. We will give you reasonable notice of a material change by email or a notice in the Platform, and may ask you to accept it at your next sign-in. Changes needed to meet a legal, regulatory or security requirement may take effect sooner. If you do not accept a change, you can close your account.

Governing law. These Terms are governed by the laws of Ontario and the federal laws of Canada that apply there. You and Oneday agree to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto.

Language. These Terms are written in English. Where the law requires it, we will provide a French version, and you may choose either. If you are in Quebec and accept the English version, you confirm that you were offered the French version first and expressly chose English.

General. If any part of these Terms is unenforceable, the rest still applies. If we delay enforcing a right, we have not waived it. You may not transfer these Terms. We may transfer them as part of a sale or reorganization of our business. We may send notices to the email address in your profile. These Terms, together with the agreements listed in section 1, are the entire agreement about the Platform.

14. Contact

Advisor support	advisors@onedayinsurance.ca · 1-800-655-2795
Compliance and privacy	Virginia Matos, Chief Compliance Officer · compliance@onedayinsurance.ca
Mail	Oneday TPA Inc., 14845 Yonge Street, Suite 302, Aurora, ON L4G 6H8