AFFILIATE MARKETING AGREEMENT

Transcription

1 AFFILIATE MARKETING AGREEMENT This Affiliate Marketing Agreement is between evantage Financial LLC, a California limited liability company ( We or evantage Financial ), and you, an Affiliate ( You or Affiliate ) in the affiliate marketing network evantagefinancial.com (the Affiliate Marketing Network ), and consists of the terms and descriptions contained herein and the following agreements located in the Legal Docs folder in your Back Office: 1. evantage Financial Compensation Plan; 2. evantage Financial Code of Ethics; 3. evantage Financial Policies & Procedures; 4. evantage Financial Website Terms of Use; 5. evantage Financial Marketing Policy; and 6. evantage Financial Anti-Spam (collectively referred to herein as this Agreement ). 7. evantage Financial Terms of Internet Service Content When you submit this application, you confirm that you ve read and completely understand all terms and conditions listed in this agreement and agree to be bound by said terms and conditions. As used herein, We and our shall mean Evantage Financial and/or any agency or network act in its behalf, and you or your shall mean any entity identified at the time of registration or enrollment, and/or any agency or network acting on its (or their) behalf, which entities, agencies and/or network shall hereby also be bound by the terms of this Agreement. YOUR REGISTERING FOR PARTICIPATION IN THE AFFILIATE MARKETING NETWORK OR YOUR CONTINUED PARTICIPATION IN THE AFFILIATE MARKETING NETWORK FOLLOWING OUR POSTING OF A CHANGE NOTICE, OR REVISED TERMS OR CONDITIONS FOR THE AFFILIATE MARKETING NETWORK ON THE EVANTAGEFINANCIAL.COM WEBSITE INDICATES THAT YOU (A) ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AND (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE MARKETING NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS Rev1.1 Page 1

2 AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT The Company reserves the right to modify, update or otherwise change the terms and conditions of this Agreement. We will notify you of any material changes to this Agreement. YOU SHOULD REFER TO THE SITE FREQUENTLY TO ENSURE THAT YOU HAVE REVIEWED AND ARE FAMILIAR WITH THE MOST RECENT VERSION. Unless we state otherwise, the change, addition or deletion will apply to your future use of the Affiliate Marketing Network. You are deemed to accept all changes, additions and deletions unless and until you terminate this Agreement. REGISTRATION TO PARTICIPATE IN evantage FINANCIAL AFFILIATE MARKETING NETWORK To register to participate in the Affiliate Marketing Network, you must provide us with certain registration information, which may include your name, company name, address and phone number. During the registration process you will be required to read and electronically sign this affiliate agreement, after which you will be assigned a unique User ID and Username. We will send an to the address provided by you, containing your Username and instructions to login to your Back Office and access your replicated website which contains, amongst other things, a link to the 1Click Platform. Acceptance by Advertiser. PARTICIPATION IN ADVERTISER PROGRAMS By entering into this Agreement, You hereby also apply to market and promote the 1click platform, a technology operated by National Brokerage, LLC ( Advertiser ), that provides online life-insurance quotes and applications for the opportunity to earn Marketing Fees by promoting Advertiser in accordance with Advertiser s Terms and this Agreement. You shall attend a Certification Course within 30 days of registration to ensure you fully understand this agreement. Upon completion of this certification course, you may display (and remove) Links to your replicated 1Click website or its agent(s) ( Website Content ) in accordance with this Agreement. Certification extends only to the entity, or individual, that enters into this Agreement. evantage Financial or 1Click reserves the right to reject You and Your application for any reason. During the term of this Agreement, we may provide you with opportunities to promote additional advertisers ( Additional Advertisers and, together with the 1Click Platform, the Advertisers ) to earn Marketing Fees by promoting Advertisers in accordance with the terms and conditions of a program offered by an Advertiser ( Additional Advertiser s Terms, and together with the 1Click Terms, the Terms ) and by complying with this Agreement ( Additional Advertiser s Programs and, together with the 1Click Program, the Programs ). Upon approval of You by an Advertiser for acceptance into its Program, You may display (and remove) Links to such Advertiser s Website Content in accordance with that Advertiser s Terms, Rev1.1 Page 2

3 and this Agreement. An Advertiser s acceptance of You extends only to a specific Program as such Advertiser shall designate, and only to the entity, or individual, that is a party to this Agreement. Program Terms. The details of each Program shall be available through the Affiliate Back Office of our Website. Transactions qualifying for a Marketing Fee shall be defined by the Company. The Marketing Fees payable for your participation in the evantage Affiliate Program are attached hereto as Exhibit A. We may change any Marketing Fee rate at any time by posting the revised terms to the Affiliate Account Area of our website. YOU SHOULD REFER TO THE SITE FREQUENTLY TO ENSURE THAT YOU HAVE REVIEWED AND ARE FAMILIAR WITH THE CURRENT evantage FINANCIAL COMPENSATION PLAN. For the purposes of this Agreement, a Transaction qualifying for a Marketing Fee means a transaction whereby a Visitor: (i) uses a Link to enter the Website; (ii) purchases one or more product and/or service; and (iii) remits full payment for such products and/or services. If a customer initially visits the Website using a Link, any transaction completed by that customer on the Website within the return day period specified for such product and/or service, whether or not via a Link, will count as a Transaction qualifying for a Marketing Fee if it otherwise meets the requirements of this Section and the Agreement. We will not pay Marketing Fees for any items other than those products and/or services purchased in Transactions qualifying for a Marketing Fee (as defined immediately above). This also means that you will not be entitled to Marketing Fees for products and/or services that are ultimately refused, returned or refunded. Additional Terms. Affiliates and Advertisers may enter into direct contractual relationships through the apply-to-join process in the form of a click-through agreement hosted by evantagefinancial.com ( Click-through Agreement ) or in the form of an offer made to You by Advertiser via the Affiliate Account Area of our website ( Offer ). It is Your obligation to review and accept or decline a Click-through Agreement or Offer when such is presented to You. If accepted by You, compliance with the Click-through Agreement or Offer is solely Your responsibility. The terms and conditions of the Click-through Agreement or Offer may supersede or conflict with this Agreement and shall apply only with respect to Your relationship with that particular Advertiser. Activities Limited. You will not engage in any activities for which insurance licensing may be required. Neither You nor Your employees and affiliates will represent themselves as insurance agents, nor will they solicit the purchase of insurance, explain any coverage, accept or reject insurance coverage, adjust any claims, or otherwise act in any manner that could be construed as acting in the capacity of an insurance sales agent. Rev1.1 Page 3

4 Description and Content of Links. As used in this Agreement, "Links" are hypertext links from a Verified Website to any of our Website(s), including our Website located at and any Website of an Advertiser provided to you pursuant to this Agreement. Links include, but are not limited to, banner advertisements, buttons or text links (individually a "Link" and, collectively, Links ). We, in our sole discretion, may, but shall not be obligated to, monitor the Links you post to determine if you are in compliance with the terms of this Agreement. We reserve the right to approve the placement of each Link and you agree to remove or relocate any Link at our request. Prohibited Uses of Links. Locations. You may not place Links to Website Content of Advertiser in third party newsgroups, message boards, blogs, unsolicited and other types of spam, link farms, counters, chatrooms, or guestbooks. Affiliates using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by the Advertiser. Non-Bona Fide Transactions. You must promote Advertiser such that You do not mislead any person who clicks on a Link placed and thereby is connected to a Website ( Visitor ) and such that the Link deliver bona fide Transactions by the Advertiser to Visitor from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may not place any Transactions, whether it is for testing or a genuine transaction, where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Marketing Fees for non-bona fide Transactions. Infringement. None of Your promotional activities may infringe an Advertiser s proprietary rights (including but not limited to trademark rights), our proprietary rights, or a third party s proprietary rights. Updating Links. If Links to Advertiser are not dynamically updated through our network service, upon notification You are obligated to update an Advertiser s Links in order to earn Marketing Fees. TERM This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and clicking through the acceptance button on the evantagefinancial.com Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 3 days notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Rev1.1 Page 4

5 Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Affiliate Service Agreement with us or any Advertiser, and any attempt to do so shall be null and void. AFFILIATE S INDEMNIFICATION OBLIGATIONS Affiliate shall defend, indemnify and hold evantage Financial, and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Affiliate s breach of or non-compliance with this Agreement, (b) Affiliate s violation of any law, or an alleged violation of law by evantage Financial, that is a direct or indirect result of Affiliate s use of the Network Service, (c) Affiliate s use of the Network Service, (d) Affiliate s participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by Affiliate to any person, (f) Affiliate s acts or omissions in using, displaying or distributing any internet links obtained from the Network Service or elsewhere, including but not limited to Affiliate s use of internet links via distribution, (g) any claim that evantage Financial is obligated to pay tax obligations in connection with payment made to Affiliate pursuant to this Agreement and/or any Advertiser s Program, and (h) any violation or alleged violation by Affiliate of any rights of another, including breach of a person s or entity s intellectual property rights (each (a) (h) individually is referred to hereinafter as a Claim ). Should any Claim give rise to a duty of indemnification under this Section, we shall promptly notify Affiliate, and we shall be entitled, at our own expense, and upon reasonable notice to Affiliate, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Affiliate s obligations to indemnify or hold us harmless. Affiliate shall not settle any Claim without our prior written consent. Affiliate also shall indemnify for any reasonable attorneys fees or other costs incurred by an indemnified party in investigating or enforcing this Section. In the context of this Section only, the term evantage Financial shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors. Headings and References. MISCELLANEOUS Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. Third Party Disputes. In the event of a third party claim against either: (a) our intellectual property; or (b) against our right to offer any service or good on our Website(s) or if, in our opinion, such a claim is likely, we shall have the right, at our sole option and in our sole discretion, to (i) secure the right at our expense to continue using the intellectual property or good or service; or (ii) at our expense replace or modify the same to make it non-infringing or without misappropriation. Rev1.1 Page 5

6 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Advertiser Service Agreement. Choice of Law/Attorneys Fees. This Agreement is governed by the laws of the State of California, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the courts of the State of California or the federal courts of the United States of America located in the State of California and County of San Diego. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. We control and operate our Website from our offices in the State of California, USA, and access or use where illegal is prohibited. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made us (1) due to operation of law, or (2) to an entity that acquires substantially all of our stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Network Service is irrefutable acknowledgement by You Rev1.1 Page 6

7 that You have read, understood and agreed to each and every term and provision of this Agreement. We may establish from time to time rules and regulations regarding use of the Network Service as published on the Network Service and incorporated herein. Marketing. Affiliate agrees that we may identify it as our Affiliate in client lists and may use Affiliate s name and/or logo solely for such purpose in its marketing materials. Any other uses of Affiliate s name and/or logo not otherwise described or contemplated herein shall require Affiliate s prior written consent. Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a click through acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, we shall have the right to change, modify or amend ( Change ) this Agreement, in whole or in part, by posting a revised Agreement at least ten (10) days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. Rev1.1 Page 7