WITNESSETH:
WHEREAS, the parties to this Agreement
wish to affiliate themselves for the limited purposes set forth in this
Agreement and to that end, intend to establish links between their
websites for their mutual benefit,
NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants
and agreements contained herein, the parties hereto agree as follows:
As used in this Agreement, "we" or "us" means Unitedquotes.com, and "our" refers to the property, including the website, of Unitedquotes.com. "You" or "your" means the Affiliate, and its property, including its website.
The "Affiliate Program" means the establishment of links between your website and Unitedquotes.com.
This Agreement contains the complete terms and conditions that apply to your participation in the Affiliates Program. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Unitedquotes.com, INC. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE EXPRESSLY AND AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS.
To enroll in the Affiliate Program, you must submit a complete Affiliate
Program Application via our web site. All new affiliates will be
provisionally approved upon our receipt of an Affiliate Program
Application. Thereafter, we will evaluate your application in good faith
and will notify you of your acceptance or rejection. We may cancel our
approval of your participation if we determine (in our sole discretion)
that your site is unsuitable for the Affiliate Program for any reason,
including, but not limited to, our judgment that your website contains
images or content that is in any way unlawful, harmful, threatening,
defamatory, obscene, harassing or racially, ethically or otherwise
objectionable. Examples of such objectionable content include images or
words that promote or facilitate illegal activity, depict explicit
sexual messages, promote violence; promote discrimination based on race,
sex, religion, nationality, disability, sexual orientation, or age,
promote illegal activities or incorporate any materials which infringe
or assist others to infringe on any copyright, trademark or other
intellectual property rights (collectively "Content
Restrictions").
We will make available to your website ("Affiliate Site") banner
advertisements, button links to our site and/or text links to our site,
containing Unitedquotes.com's logo and words identifying us. These links
are collectively referred to in this Agreement as "Links," or
individually as a "Link." Subject to the terms and conditions
of this Agreement, you may display these Links on your site but you may
not modify or change them without our approval. In utilizing the Links,
you agree that you will cooperate fully with us in order to establish
and maintain such Links or Links. You agree to display such Links
prominently throughout your site as you see fit and with our consent.
Links connecting users of your site to our site may not alter the look,
feel or functionality of our site. We have the right in our sole
discretion to monitor your site at any time, and from time to time, to
determine if you are in compliance with the terms of this Agreement.
We will be responsible for providing all information necessary to allow you
to make appropriate Links from your site to our site. However, all Links
must be approved by us. We will accept data input from consumers
who follow the Links from your site to the Unitedquotes.com site. We
reserve the right to reject data from consumers if it does not comply
with certain requirements, that we periodically may establish. We will
be solely responsible for all aspects of customer service provided by Unitedquotes.com
to consumers who follow the Links from your site to our
site. We will track the volume and amount of activity generated on the Unitedquotes.com
site from your site. We will make unaudited reports,
summarizing this activity, available to you through our site. The form,
content, and frequency of the reports may vary from time to time, in our
discretion. To permit accurate tracking, reporting, and commission
payment, you must ensure that the Links between your site and our site
are properly formatted.
We will pay you a fee as set forth on the commission schedule for each completed data set provided to our site by a unique consumer
who has followed a Link from your site, (the "Fee"). However,
payment of the Fee is solely contingent upon the successful match of
each completed data set to the profile requirements of at least one of
our participating agents/brokers. Should a completed data set be
submitted and we are unable to find a agent that will accept the
insurance request within 72 hours of submission, no Fee will be paid. Further, no
fees will be paid where a visitor to your web site has inputted data for
a Insurance request on your website and you then take that data and resubmit
the data to our website without the consumers express consent.
Re-inputting consumers data that they submitted to your website to our
web site, without the consumers express approval is fraudulent and
violators will be prosecuted for such acts. The Fee is also subject to
change at any time or from time to time, in our sole and absolute
discretion. You will be notified of any change in the Fee, pursuant to
the provisions of Section 18 of this Agreement. No Fee will be paid to
you if the visitor to our site cannot be tracked by our system.
We will pay you Fees on a monthly basis. Approximately 60 days following
the end of each month, we will send you a check for the Fees due to
you. However, if the Fees due to you for any month are less than twenty-five dollars
($25) (the "Payment Floor"), we will hold those Fees
until the total amount due is at least equal to the Payment Floor. The
Payment Floor is subject to change at any time or from time to time, in
our sole and absolute discretion. You will be notified of any change in
the Payment Floor, pursuant to the provisions of Section 18 of this
Agreement. The monthly payment made to you will be reduced by the amount
of any data sets provided by consumers via a Link which are deemed
invalid by agent participants in Unitedquotes.com, or which are rejected
by those participants because they (i) are duplicative of other data
sets previously transmitted to them by us, (ii) lack complete
information to enable contact to be made with the consumer; (iii)
contain incomplete data or data that is determined by us or our agent
participants not to correspond to actual consumers who have the capacity
to enter into credit contracts, or (iv) for any other reason in our
reasonable discretion, provided the rejection of the data sets (and our
chargeback against the amount due you for such data sets) is based on
our reasonable belief that communication with a consumer or the
likelihood of a consumer credit transaction is impossible based on the
data provided.
Consumers who enter into transactions at the Unitedquotes.com website as
a result of the Links from your site will be deemed to be customers of Unitedquotes.com. Accordingly, all
Unitedquotes.com rules, policies, and
operating procedures concerning customer service apply to those
customers. We may change our policies and operating procedures at any
time. For example, we will determine the prices to be charged for
transactions on the Unitedquotes.com website. Prices and services
available on the Unitedquotes.com website may vary from time to time.
You may not include price information for our products and services in
your website.
We reserve the right to collect information from consumers regarding their
tastes and preferences, and to use such information in connection with
any online or offline offering or any electronic mail offering directed
to consumers.
We grant you a non-exclusive, non-transferable, revocable right to (i)
access our site through Links solely in accordance with the terms of
this Agreement, and (ii) solely in connection with such Links, to use
our logos, trade names, trademarks and similar identifying material
(collectively "Licensed Materials"), solely for the purpose of
generating visits to our site from your site. You may not alter, modify
or change the Licensed Materials in any way. You are only entitled to
use the Licensed Materials to the extent you are a member in good
standing of the Affiliate Program.
You may not make any specific use of any Licensed Materials for purposes
other than generating visits to Unitedquotes.com without first
submitting a sample of the proposed use to us and obtaining our prior
written consent. You agree not to use the Licensed Materials in any
manner that is disparaging or that otherwise portrays Unitedquotes.com in an negative light. We reserve all of our rights in the Licensed
Materials, and all other intellectual property rights. We may revoke the
license granted by this paragraph at any time, by giving you notice in
accordance with the provisions of Section 18 of this Agreement. You
shall obtain no rights in and to the Licensed Materials, and agree to
return or destroy any copies of the Licensed Materials promptly upon
termination of this Agreement. The license granted by this paragraph
shall terminate upon the effective date of the expiration or termination
of this Agreement.
You, and those under your control, including but not limited to your agents,
directors, officers, contractors and employees, may not create, publish,
distribute or permit any written material that makes reference to us
without first submitting such material to us and receiving our written
consent.
All images, trademarks, service marks, product names, company names or logos
appearing on the Unitedquotes.com website, other than the Licensed
Materials owned by Unitedquotes.com, are the property of their
respective owners. Any use of such images, trademarks, service marks,
product names, company names or logos, including the reproduction,
modification, distribution or republication of same, without the prior
written permission of the owner, is strictly prohibited.
You grant us a non-exclusive license to utilize your names, titles, service
marks, logos, and trademarks (collectively the "Affiliate
Trademarks"), to advertise, market, promote and publicize in any
manner our rights hereunder. Notwithstanding anything herein to the
contrary, we are not required to so advertise, market, promote or
publicize. You hereby represent and warrant that you are the sole and
exclusive owner of the Affiliate Trademarks and have the right and power
to grant to us the license to use them in the manner contemplated by
this Agreement. You represent to us that the grant of the license made
by you in this paragraph does not or will not (i) breach, conflict with
or constitute a default under any agreement or other instrument
applicable to you or binding upon you, or (ii) infringe upon any
trademark, trade name, service mark, copyright, or other proprietary
right of any other person or entity. You agree to imdemnify and hold us
harmless from all claims, damages and expenses (including, without
limitation, attorneys' fees and expert witness fees) relating to any
breach of the above representations and warranties. This license granted
by this paragraph shall terminate upon the effective date of the
expiration or termination of this Agreement.
You will be solely responsible for the development, operation and
maintenance of your site and for all materials that appear on your
website. We shall have no responsibility for the development, operation
and maintenance of your website or for materials that appear on your
website. You are also responsible for ensuring that materials posted on
your website do not violate or infringe upon the rights of any third
party (including, for example, copyrights, trademarks, privacy, or other
personal or proprietary rights), and ensuring that materials posted on
your website are not libelous or otherwise illegal. You must have
express permission to use another party's copyrighted or other
proprietary material. We will not be responsible if you use another
party's copyrighted or other proprietary material in violation of the
law. If we suffer losses as a result of your wrongful use of another
party's proprietary material or intellectual property, you will
indemnify and hold us harmless from all such losses (including, without
limitation, attorneys' fees and expert witness fees).
The term of this Agreement will begin upon our acceptance of your Affiliate
Program Application and will end when terminated by either of us. Either
you or we may terminate this Agreement at any time, with or without
cause, by giving the other party notice of termination. Notice by
e-mail, to your address on our records, is sufficient notice for us to
terminate this Agreement. If this Agreement is terminated because you
have violated its terms or because your site becomes subject to the
Content Restrictions, the termination will be considered a termination
for cause and you are not eligible to receive any further Fees , even if
they were earned prior to the date of termination. If this Agreement is
terminated for any other reason, you are only eligible to earn Fees for
consumer data sets originating from the Links where the transmission of
such data occurred during the term of the Agreement. We reserve the
right to withhold your final payment for a reasonable time following
termination of this Agreement, even if it is longer than 60 days, to
ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion. Notice of any change by e-mail,
to your address on our records, or the posting on our site of a change
notice or a new affiliate agreement, is considered sufficient notice of
a modification to the terms and conditions of this Agreement.
Modifications may include, but are not limited to, changes in Fees ,
payment procedures, and Affiliate Program rules. All such modifications
will take effect 48 hours after we give notice as provided above, unless
we indicate otherwise in the notice itself. If any modification is
unacceptable to you, your only recourse is to terminate this Agreement.
Otherwise, your continued participation in the Affiliate Program
following the effective date of a change notice or new agreement on our
site will constitute your acceptance of the change.
You and Unitedquotes.com are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between us. You will
have no authority to make or accept any offers or representations on our
behalf. You will not make any statement, whether on your site or
otherwise, that would contradict anything in this paragraph or that
would lead anyone to believe that there is a relationship between us
other than as set forth in this paragraph. You hereby grant us the right
to issue press releases relating to the Affiliate Program and the fact
that you are a member of the Affiliate Program, without seeking your
prior consent. We agree to portray your involvement in the Affiliate
Program accurately and in a manner that we believe to be in good taste.
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES TO
YOU OR ANYONE CONNECTED WITH YOU, OR FOR ANY LOSS OF REVENUE, PROFITS,
OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE
PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, OUR AGGREGATE LIABILITY TO YOU OR ANYONE CONNECTED
WITH YOU WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL
NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO
THE AFFILIATE PROGRAM OR ANY PRODUCT OR SERVICE PROVIDED BY US THROUGH
THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES
ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN
ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL
BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
You hereby represent and warrant to us that this Agreement has been duly and
validly executed and delivered by you and constitutes your legal, valid
and binding obligation, enforceable against you in accordance with its
terms; and that the execution, delivery and performance by you of this
Agreement are within your legal capacity and power; have been duly
authorized by all requisite action on your part; require the approval or
consent of no other persons; and neither violate nor constitute a
default under (i) any law, rule, regulation, order, judgement or decree
to which you are subject or which is binding upon you, or (ii) the terms
of any other agreement, document or instrument applicable to you or
binding upon you.
We may disclose to you certain information as a result of your
participation in the Affiliate Program, which information we consider to
be confidential ("Confidential Information"). For purposes of
this Agreement, the term "Confidential Information" shall
include, but not be limited to, any modifications to the terms and
provisions of this Agreement made specifically for your site and not
generally available to other members of the Affiliate Program; website,
business and financial information relating to Unitedquotes.com;
customer and vendor lists relating to Unitedquotes.com; and pricing and
sales information for Unitedquotes.com and any members of the Affiliate
Program other than you. Confidential Information shall also include any
information that we designate as confidential during the term of this
Agreement. You agree not to disclose any Confidential Information and
that such Confidential Information shall remain strictly confidential
and secret and shall not be utilized, directly or indirectly, by you for
your own business purposes or for any other purpose except and solely to
the extent that any such information is generally known or available to
the public or if required by law or legal process. We make no warranty,
expressed or implied, with respect to any information delivered
hereunder, including implied warranties of merchantability, fitness for
a particular purpose or freedom from patent, trademark or copyright
infringements, whether arising by law, custom or conduct, or as to the
accuracy or completeness of the information and we shall not have any
liability to you or to any other person resulting from your or such
third person's use of the information.
You hereby agree to indemnify, defend and hold harmless Unitedquotes.com,
its shareholders, officers, directors, employees, agents, affiliates,
successors and assigns, from and against any and all claims, losses,
liabilities, damages or expenses (including attorneys' fees and costs)
of any nature whatsoever incurred or suffered by us (collectively the
"Losses"), to the extent such Losses (or actions in respect
thereof) arise out of or are based on: (i) any claim or threatened claim
that our use of the Affiliate Trademarks infringes on the rights of any
third party; (ii) the breach of any representation or warranty made by
you in this Agreement; or (iii) or any claim related to your site,
regardless of the person or entity bringing the claim.
Both you and we agree to waive any rights you or we may have to trial by jury
concerning any controversy, dispute, or cause of action (collectively,
"Claims") arising out of or in connection with the provisions
of this Agreement. Any such Claims which cannot be settled between us
and you by mutual agreement shall be finally settled by arbitration in
Golden, Colorado, in accordance with the rules of the American
Arbitration Association. The arbitrator may enter a default decision
against either of us if we fail to participate in the arbitration
proceedings. The decision of the arbitrator on the points in dispute
will be final, unappealable and binding, and judgment on the award may
be entered in any court having jurisdiction thereof. Both you and we
agree to continue our performance under this Agreement while the
arbitration is pending, but the termination provisions of Section 17
shall remain in force. The terms of this section shall remain in force
following termination of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR
TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED
THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the
State of Colorado without reference to its choice of laws rules. This
Agreement will be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors and assigns. Our
failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Unitedquotes.com. BY CLICKING ON THE
"ACCEPT" BUTTON, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE
READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY
INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU AGREE TO BE BOUND
BY THE TERMS HEREOF. YOU AGREE THAT YOUR TYPED NAME AND TITLE SHALL BE
CONSIDERED BY US TO BE YOUR LEGAL SIGNATURE, AND WHEN YOU ENTER THIS
INFORMATION YOU INTEND TO SIGN THIS AGREEMENT TO THE SAME EXTENT AS IF
YOU HAD SIGNED IT BY HAND.