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This Agreement contains the complete terms and conditions that apply to your participation in the Two-Tier Affiliate Program offered by QuoteMatcher.Com and the establishment of links from your affiliated web site to our website at QuoteMatcher.com. If you do NOT agree to this Affiliate Agreement, you may NOT participate in the Affiliate Program. If you agree to this Affiliate Agreement, please check the appropriate box on the contracts page.
1. Obligations of the Parties
1.1 Set-Up and Maintenance of Links. Licensee agrees to perform any services necessary to set-up and maintain on the Licensee’s web site all appropriate links to the QuoteMatcher.com site.
1.2 Exclusivity. This agreement does not prevent an Affiliate from selling or fulfilling its own proprietary merchandise on its site or from accepting paid advertising from other companies in the same industry as QuoteMatcher.Com. However, both such actions are not to occur on any QuoteMatcher.com co-branded pages. Licensee shall not provide any insurance lead provided to QuoteMatcher.com to another company.
1.3 Payments and Fees. During the term of this Agreement, QuoteMatcher.com shall pay Licensee transaction fees in accordance with the terms and schedule set forth in Exhibit A, Transaction Fees. All payments and fees paid to either party shall be made by check or wire transfer in US dollars to the other party’s bank account.
1.4 Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party, each of the parties agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information will remain strictly confidential and secret and shall not be utilized directly or indirectly by such party for its own business purposes or any other purpose unless: 1) the information is available to the general public without a wrongful act of the receiving party 2) the other party agrees in writing the information may be disclosed without restriction 3) the information is already known to the receiving party 4) the information is developed independently by the receiving party without reference to any Confidential Information provided by the other party 5) the information is furnished by the other party to a third party without restriction on disclosure or 6) the information is disclosed pursuant to a court order.
1.5 Marketing. Licensee shall not produce traffic to QuoteMatcher.Com or its website in any way that uses the intellectual property of a third party, including, but not limited to, trademarks, service marks, trade names, or copyright protected materials, and which intellectual property is neither owned nor licensed by QuoteMatcher.Com nor owned by you, the Licensee. A list of banned keywords, including trademarked terms can be found here. Please be sure to read this carefully before agreeing to these terms. This list may be updated periodically. Furthermore, licensees are strictly prohibited from soliciting traffic to QuoteMatcher.com or its website using classified ads such as Craigslist Automotive Service Section.
1.6 Indemnification: Licensee agrees to indemnify and hold harmless QuoteMatcher.Com [and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners,] against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses(including reasonable attorney’s fees) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license intellectual property or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
1.7 Relationship of Parties. Licensee and QuoteMatcher.com are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.. Licensee will have no authority to make or accept any offers or representations on behalf of QuoteMatcher.com. Licensee will not make any statement, whether on its site or otherwise, that might reasonably contradict anything in this Section.
1.8 Limitation of Liability. QuoteMatcher.com will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this agreement or the affiliate program even if QuoteMatcher.com has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the affiliate program will not exceed the total commissions paid or payable to you under this agreement.
1.9 Modification of Agreement. QuoteMatcher.Com may modify any of the terms and conditions contained in this Agreement at any time in its sole discretion. You will be notified by email and a change notice will be posted on our web site. Modifications may include, but are not limited to, changes in the scope of available fees, fee schedules or payment procedures, and Affiliate Program rules. If any modification is unacceptable to Licensee, Licensee’s only recourse is to terminate this Agreement. Licensee’s continued participation in the Affiliate Program following the posting of a change notice or new agreement on QuoteMatcher.Com web site will constitute binding acceptance of the change.
2. Terms of Agreement and Termination of Agreement.
2.1 Term of Agreement. The term of this Agreement shall be for a period of six months from the Effective Date.
2.2 Termination for Cause. Either party may terminate this Agreement at any time upon the giving of written notice: (i) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period continuing more than thirty(30) days after the aggrieved party shall have given the other party written notice specifying such failure or; (ii) in the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium.
2.2A No Predatory Advertising. All affiliates in the QuoteMatcher.Com Affiliate Program agree to refrain from any type of predatory advertising practices, the definition of which shall be at the sole discretion QuoteMatcher.Com, and shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of "stealing" the commission away from the affiliate that earned it, whether this be intentional or not. Affiliates may not adjust any of the supplied affiliate links to reset cookies or bypass other safeguards in the system. Affiliates understand that engaging in such practices is grounds for immediate termination and forfeiture of any earned commissions.
2.2B SPAM; Unsolicited Commercial Email (UCE). QuoteMatcher.Com does not tolerate the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to QuoteMatcher.Com, or any of their associated companies, Partners, or employees, the websites, products or services. The provisions of the Terms and Conditions pertaining to UCE or SPAM shall apply to each Affiliate. Any Affiliate who, in the opinion of QuoteMatcher.Com breaches this rule will have their Affiliate status cancelled and any outstanding commissions will be forfeited.
2.3 Termination by QuoteMatcher.Com. QuoteMatcher.Com may, in its sole discretion, promptly terminate the QuoteMatcher.Com Service in the event Licensee uses the QuoteMatcher.com Service in any libelous, defamatory or inappropriate manner. Licensee hereby waives and releases QuoteMatcher.Com from all claims, liabilities and damages arising from the termination. Further licensee waives any and all present and future rights to commissions earned from the date of such action.
2.4 Effect of Termination. Upon termination of this Agreement for any reason, all rights and licenses granted under this Agreement shall immediately terminate and Licensee shall immediately cease use of the QuoteMatcher.Com Service and any Licensed Marks and Licensee shall immediately remove all links to QuoteMatcher.Com. Payment will be made on commissions earned up through the date of termination.
2.5 Two-tier Commissions. You may establish a secondary tier of affiliates and qualify for a commission from all sales made by this second-tier as tracked by the QuoteMatcher.Com tracking software (See Below Exhibit A). This bonus applies solely to a two-tier structure and is not to be construed as indicating any support for multi-level marketing operations.
2.6 Termination of Second Tier. This two-tier Affiliate Program may be converted to a single tier Affiliate Program at any time if it is found to be illegal in any jurisdiction. In the event that this two-tier Affiliate Program is converted into a single tier program, the Affiliate shall still receive commissions on sales made through the Affiliate's unique link, but the Affiliate will not receive any commissions or referral fees for sales made by its Affiliates. Further, should this Affiliate Program be deemed illegal in any jurisdiction, QuoteMatcher.Com has the right to immediately terminate this program, without recourse. Nothing herein is intended to imply that QuoteMatcher.Com will always offer any affiliate program, or this two-tier Affiliate Program.
2.7 Affiliate Codes. You will be provided an affiliate code. Your affiliate code may be numeric and/or CaSe sEnSitIvE. For example, the code 'learn_more' is different from 'Learn_More'. You are responsible for maintaining the secrecy and security of your affiliate code, your ID and password. You agree to hold QuoteMatcher.Com harmless in the event that any such information is shared by you with any other person or entity whatsoever.
EXHIBIT A - TRANSACTION FEES
· QuoteMatcher.Com shall pay Transaction Fees to Licensee in accordance with the following terms.
· Transaction – Transaction shall be deemed to have occurred when a Licensee consumer fully submits the request and QuoteMatcher.Com can sell the request and is not a duplication of a prior record.
· Fees – All Insurance Products. Licensee will receive a minimum fee based on the type of lead generated.. QuoteMatcher.Com only pays for leads from inside the United States. QuoteMatcher.Com does not pay for insurance quotes where all consumers are age 18 and younger.
Lead Type Payout
AUTO
$5.00 Tier 1 - $2.00 Tier 2
HOME
$5.00 Tier 1 - $2.00 Tier 2
Online Tracking – QuoteMatcher.Com contains technology that will track the requests sourced through the Licensee site from quotes sourced from other QuoteMatcher.Com programs. License will have online statistics available through QuoteMatcher.Com’s reporting service. QuoteMatcher.Com will distribute the applicable fees in accordance with the terms of this Agreement.
Payment Terms - Fees will be paid to Licensee monthly by the last day of following month, no less than 30 days after the commencement of this Agreement.
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