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THIS "AGREEMENT" SETS FORTH THE TERMS AND CONDITIONS FOR PARTICIPATION
IN THE 2INSURE4LESS.COM AFFILIATE PROGRAM (HEREAFTER “Program" OR “We”)
THE INDIVIDUAL OR ENTITY APPLYING TO PARTICPATE IN THE AFFILIATE PROGRAM WILL BE
REFERRED TO AS “You”.
We, (may be referred to US, OUR) are:
2Insure4Less.com is owned and operated by ITSOL Inc. a California Corporation, with
offices located at 6400 Laurel Canyon Blvd. Suite 460, North Hollywood, CA. 91606.
We generate internet insurance quote requests from consumers (Leads) on our own
site/s, as well as buying Leads from a selected group of approved external Leads
generation partners (Affiliates), which are selling Leads to Us on an exclusive
basis. We sell Leads to multiple insurance professionals nationwide, (who are referred
to as Marketing Partners).
You, (may be referred to YOUR) are:
All references to "You" mean an individual or entity applying or applied
to participate in Our Affiliate Partner Program. You are an individual representing
legal entity in good standing, as stated in our on-line Affiliate Program Enrollment
Form, and as such you are in compliance with all applicable laws and regulations.
You are a separate business entity, not an employee or subsidiary of the Company.
You are not entitle to any assets, revenue shares or rights, except those specifically
named in this Agreement. Your acceptance into Our Affiliate Program is not guaranteed.
When, and if, We decided whether to accept or reject your application for the Affiliate
Program, We will notify You of our decision. If You are not accepted into the Affiliate
Program, You may apply again, if you believe the reasons for rejection no longer
apply.
- Agreement:
You will apply for Our Affiliate Program by completing and submitting on-line enrolment
form (the "Enrolment Form"). If appoved,You agreed to be bound by these
terms and Conditions as set forth below in the body of this Agreement. You also
understand and agree that from time to time we may change these Terms, simply by
posting new Terms on our site, and every time without an obligation to notify You.
We, therefore, recommend You to periodically review this Agreement for changes.
Not knowing, not reading, or not understanding these Terms do not void your obligations
under this Agreement.
- You will, at your own cost and expense, promote your own Web Site, or sites, and
generate Insurance leads by displaying on Your Web Site Link/s, and/or button/s,
banner/s, etc., (on this Agreement collectively referred to as “Link”)
provided by Us. In return, We will pay You a referral fees.
- Referral Fees shall be paid to You in accordance with Our Referral
Fee Schedule, identifying payments that are due and paid to You for referrals from
Your Web site/s as shown in Pricing, or as otherwise Agreed to in writing. The Referral
Fee Schedule may be revised by Us from time to time. We may notify You, as a courtesy,
when it occurs, however We are under no obligations to do so. All changes to Affiliate
Referral Fee Schedule are effective when posted. You are advised to review the Affiliate
Referral Fee Schedule periodically. Referral Fees are paid to You, as accrued to
a minimum amount of $100 (one hundred dollars). Payments are made by Our Company
check, wire transfer, or direct deposit into your bank account payable to the party
shown on Your Enrollment Form, on the 15-th of each month, for the amount accrued
during the preceding Calendar Month. You can view your account activities on-line
at http://www.2insure4less.com/affiliate/
or contact your 2Insure4Less.com Affiliate Account representative. You will
have access to real-time reports showing insurance information form types, traffic
volume and revenue earned and paid.
- We will pay only for Valid Referrals. For the purpose of this Agreement Valid Referral
means; (a) fully completed forms directed from Your website/s, or uploaded to our
database by You, via XML schema provided by Us, in real time, (b) containing quote
request information provided online by an individual, who is genuinely seeking insurance
quotes, (c) that complies with Our fields requirements for the purpose of leads
classification, filtering, pricing and/or acceptability.
- We will Not pay Referral Fees for “Invalid” Leads.
Term “Invalid” includes, but not limited to; (i) old leads, (ii) leads
with invalid contact information, omitted, incomplete, false, or inaccurate information
in required fields, (iii) incentivized leads, meaning leads generated by co-registration,
by offering incentives to receive benefits other than insurance quotes, using misleading
or confusing language soliciting persons to complete form without clear understanding
or intent, (iv) offering payment, rebate, discount or other benefits intended to
artificially increase Referral Fees, (v) duplicate leads, (previously submitted
to Us), (vi) leads sold to other buyers, or vendors. (unless otherwise agreed to
in writing), (vii) misclassified Leads i.e. submitted under wrong class, i.e. with
the undisclosed health conditions, maternity, those looking for Medicaid, discount
plans, short term, miscellaneous health plans, claims, accidents, etc. (vii)
Forms filled out by juvenile individuals, any incomplete Forms completed by the
same party or a different party using the same information multiple times.
- Forms completed with fraudulent intent, included, but not limited to those listed
in the above Section is a direct willful violation of this Section and shall
constitute a material breach of this Agreement. In the event of a material breach
We shall have the right to terminate this Agreement immediately. No Referral Fees
shall be paid to You If You are found in breach of this Section of the Agreement.
Furthermore, in the event of such a breach, We shall have the right to recover,
including, but limited to withholding all unpaid Referral Fees due to You, including
money owed for a period prior to breach.
- Your Responsibilities:
- You are solely responsible for the development, operation, and maintenance of
Your Web site. We are not responsible for development, operation, and maintenance
of Your Web site or for any materials that appear on Your Web site, with exception
of the links provided by Us to You in order to direct Your Visitor to Our Web Site
to obtain Insurance quotations Using our Forms and client interface. Your acceptance
as an Affiliate, if granted, will be based in part on Your Web site's Content relevancy,
integrity, quality and traffic volume. Any material changes to Your Web Site, may
effect your acceptance and may be a cause of termination of this Agreement, following
a prior notice.
- You agreed to take full responsibility for ensuring that: (i) All prospect
forms submitted to us are exclusive and not sold/re-sold to other companies (ii)
Your marketing methods are ethical and legal. You do not use unsolicited emails
(SPAM), Fax blasting, telemarketing to individuals listed on the official "No-Call
List". (iii) You also warrant and agree that you shall not: engage in flooding,
harvesting of email addresses or other information, known as "database spidering,"
or any other illegal or unethical activity. (iv) You agree that you will not use
the Site in any manner that could damage, disable, overburden, impair Our Site or
interfere with any other party's use of Our Site. (v) Materials posted on your web
site do not: violate or infringe upon the rights of any third party, including,
but not limited to, any of the following; copyrights, trademarks, privacy, or other
personal or proprietary rights. (vi) Materials posted on your web site are not libelous
or otherwise illegal. You are in compliance with all applicable laws, rules, requirements
and obligations. (vii) Materials posted on your Web Site are not inappropriate,
profane, defamatory, infringing, obscene, indecent or unlawful and do not include
any content that may damage Our reputation or goodwill. (viii) You will not breach
or attempt to breach the security measures employed by Us, or upload to our Site,
or any third party Site, any code that may contain viruses, Trojan horses, worms,
time bombs or any other harmful effects otherwise act or attempt to act in any false,
misleading or illegal manner.
- You agree to submit for our review and approval any and all representations,
references or promotions related to Our Link, service and/or Company on your web
site, as well as any and all subsequent changes to them in a future. You will indemnify
and hold Us harmless from all claims. losses or law suites (including, without limitations,
attorneys' fees and expert witness fees) which may arise out of Your actions, or
lack of it, as an Affiliate.
- Ownership Rights:
- Content Control. We retain all rights to the material, graphic and contents
on Our site. You, shall retain complete ownership and control of Your site, including
without limitation, any content contained thereon.
- Information Ownership. We shall retain complete and sole ownership and control
of all information that is submitted to Our Web site by visitors referred to Us
by Your Site through Our Links posted on Your site.
- Licensing Rights. We grant You a non-exclusive, non-transferable, revocable
right (License) to use the Links and other materials made available to You by Us
for the duration of this Agreement, in conjunction with Your Web site, in accordance
with the terms and conditions of this Agreement, for 2 (two) specific purposes;
(i) identifying Your Web site as a participant in the Affiliate Program; and (ii)
providing Links to Our Web site from Your Web site.
- Ownership. Nothing in this Agreement shall transfer or grant you any right
of ownership in the Company, or any provided materials, graphics or contents for
any purpose other than explicitly granted by this Agreement, and You shall not make
any representation in a manner that suggests that such rights were granted. You
agree not to register or attempt to register any brand, names, marks, or other elements
of the Links, the Licensed Materials or a trademark, service mark, Internet domain
name, trade name, or any similar trademarks or name, with any domestic or foreign
governmental or quasi-governmental authority.
- Material Changes. We reserves the right to review and approve or disapprove
Your use of the Licensed Materials and to require changes in future use, and You
agree to immediately comply with any such requirements. In the event that We, at
any time and for any reason or no reason, requests in writing that You stop using
any Licensed Material, You shall promptly comply with such request.
- Affiliate Listing. You agree that We may list You as a participant in the
Affiliate Program agree to provide Us with a logo or other trademark (“Mark")
to be used in conjunction with any such listing. You grant Us a non-exclusive, non-transferable,
revocable right to use that Mark when listing participants in our Affiliate Program
and for no other purpose. We hereby agree to abide by the same term and condition
related to licensed material ownership Rights that You have agreed to in the preceding
paragraphs of this Agreement.
- Non-Exclusivity:
- The parties hereby acknowledge and agree that the rights granted hereunder are
not exclusive and that We shall have the right at all times to grant the same
or similar rights to other parties.
- Contractual Provisions:
- Independent Contractors. Both parties understand and agree that they are
entering into this Agreement as independent contractors, and nothing in this Agreement
should be construed as a partnership, joint venture or employment relationship.
- Tax Compliance. We will pay You gross amount due to You for referrals and
file appropriate forms reporting revenues paid to You in our annual reports to taxing
authorities. You agree to provide social security number, or federal tax identification
number for tax reporting purposes. You shall be responsible for reporting and payment
all applicable taxes as may be imposed with respect to any compensation, royalties
or transactions under this Agreement. Each party will comply with all applicable
laws, regulations, orders and other requirements, now or hereafter in effect, of
governmental authorities having jurisdiction.
- Costs and expenses. Except as expressly provided herein, each party will
be responsible for all costs and expenses incurred by it in connection with promotion
of Your site, developing traffic and all other costs of doing business, including,
but limited to the negotiation, execution and performance of this Agreement.
- Notices. Any notice given pursuant to this Agreement shall be in writing.
Notices sent to You will be sent by e-mail to the contact listed on Your Enrolment
Form. Notices sent to Us will be sent to: affiliate@2insure4less.com
by e-mail, notices are deemed to be received on the following business day.
Either party may designate a different e-mail address by notice to the other given
in accordance herewith.
- Assignment. This Agreement is non-transferable and may not be assigned to
another party, without written consent by Us. Subject to that restriction, this
Agreement will be binding on and enforceable against the parties and their respective
successors and assigns. Failure to enforce your strict performance of any provision
of this Agreement shall not be construed as waiver of rights to enforce any provision
of this Agreement in the future.
- Entire Agreement. If accepted by Us, this Agreement, including your completed
Enrolment Form, represents the entire Agreement between the parties with respect.
- Severability. Should any single provision of this agreement be found unenforceable
for any reason whatsoever, it should not affect enforceability of all and any remaining
provisions of this agreement.
- Term and Termination:
- Term. The term of this Agreement (the "Term") begins upon the notice
that You have been accepted in the Affiliate Program and will continue for a period
of twelve (12) months, unless terminated earlier, renewed or extended in accordance
with the terms of this Agreement.
- Automatic Renewal. This Agreement will renew automatically for successive
six-month periods unless either party gives written notice to the other party of
its intent not to renew, no less than thirty (30) days prior to the end of the previous
term.
- Termination. We or You may terminate this Agreement at any time, with or
without cause upon notice. Either party may terminate this Agreement if the other
party makes an assignment of assets for the benefit of creditors, or commences or
has commenced against it any proceeding in bankruptcy, insolvency or reorganization
pursuant to applicable bankruptcy laws or debtor's collection, or governmental order
to cease and decease.
- Upon termination or expiration of this Agreement for any reason, each party
shall return to the other party any and all Confidential Information of the other
party in its possession or control. Upon termination of this Agreement, You will
stop using the Licensed Materials, remove from Your Web site, destroy all Confidential
Information disclosed to You by us and furnish to Us as in a certificate confirming
such destruction. Upon termination of this Agreement, We will also stop listing
You as a participant and return or destroy any and all materials licensed by You
to Us for the expressed purpose state in this Agreement.
- Any violation of the accepted norms of the Internet community shall constitute
a material breach of this Agreement. In the event of a material breach of this Agreement,
We shall have the right to immediately terminate this Agreement. No Referral Fees
shall be earned by You for any period in which You are in breach of this Agreement.
Further, in the event that you are in breach of this Agreement, We shall have the
right to withhold any and all Referral Fees earned prior to the breach. No other
Section of this Agreement shall be effected due to termination, or waiver thereof.
- Modifications to this Agreement:
- We reserve the right to modify terms and conditions of this Agreement from
time to time at our sole discretion, by posting the revised version to the web site.
Be sure to review our web site periodically for changes in the “Terms and
Conditions”. Should the revised terms be unacceptable to You, your only option
is to terminate this Agreement. Should You continue Your participation, We will
assume that the amendments are acceptable to You.
- Indemnification:
You agree to indemnify and hold harmless Our ownership, employees, directors,
agents, suppliers or subcontractors from any and all claims, suits, losses, damages
and expenses (including legal fees and expenses) incurred in connection with any
liabilities arising as a result of Your actions, or lack of it, violations, breach
of any provision of this or any other Agreement or any violations of laws, contractual
obligations, civil or criminal liability.
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