NetQuote® Affiliate Program
Agreement
1. Obligations of the Parties.
1.1
Set-up and Maintenance of Links. Licensee agrees to perform those services necessary to
set-up and maintain the appropriate links to the NetQuote® site at the Licensee
site.
1.2 Payments
and Fees. During
the term of this Agreement, NetQuote® 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 hereunder shall be made by check
or wire transfer in US dollars to other party's bank account.
1.3
Confidentiality.
Each party to this Agreement acknowledges that certain information that it
receives from the other party (the "Disclosing Party") will
constitute the confidential and proprietary information of the Disclosing Party
("Confidential Information"), and agrees that it will take all
reasonable steps to preserve the strict confidentiality of any such
information; provided that such information in tangible form is clearly marked
as confidential and oral disclosures are promptly confirmed as confidential in
writing. The receiving party will safeguard the confidential information with
the same degree of care that it uses to protect its own confidential
information. Each party agrees to restrict its internal distribution of the
other party's Confidential Information to its employees and agents who have a
need to know, and to take such steps to ensure that its dissemination is so
limited. For purposes of this Agreement, Confidential Information shall not
include any information to the extent that such information (a) is presently,
or subsequently becomes, generally available to the public without a wrongful
act of the receiving party; (b) is information which the Disclosing Party agrees
in writing may be disclosed without restriction; (c) is already known to the
receiving party; (d) is developed independently by the receiving party without
reference to any Confidential Information of the Disclosing Party; (e) is
furnished by the Disclosing Party to a third party without restriction on
disclosure; or (f) is disclosed pursuant to a court order.
1.4
Restrictions in Marketing Practices. You may not engage in any inappropriate, misleading,
deceptive or unlawful conduct ("Prohibited Conduct") in connection
with the Program or this Agreement. "Prohibited Conduct" shall be
determined by NetQuote® in its reasonable discretion and includes, but is not
limited to, the following:
(a)
Intellectual Property Rights. Marketing of the NetQuote® name cannot produce traffic to
NetQuote® 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 NetQuote®, nor owned by you, the Licensee. The use of any trademark insurance
company name in marketing is forbidden without prior written approval by
NetQuote® or that insurance company.
(b) No
Incentive Promotion of NetQuote. You may not market or promote NetQuote® websites or
services through the offer of incentives.
This means that you may not, for example, promote our service through offers to
win prizes; for example ipods or gift cards. Affiliates who are found to have
violated this No Incentive policy will be terminated from the program and will
forfeit any accrued commissions.
(c)
Inappropriate Content. You may not transmit or place any promotion of NetQuote® on a website
that contains, or links to a website or other destination that contains,
content that is sexual, offensive, deceptive or illegal in nature or that in
any way promotes or encourages hatred, violence, discrimination or illegal
activities.
(d) Domain Name Updates.
You must notify NetQuote® of changes to any existing or new domain names
from which a consumer or their personally identifiable information is being
redirected to NetQuote®. These updates
must be made within 48 hours of the changes being implemented and published
online. Updates can be made through your
online partner.
(e)
Misleading Consumers. You may not use fraudulent, deceptive, or misleading means to generate
visitors to website including any promotion of or link to NetQuote®, or enlist
or encourage any third party to do so on your behalf, including the promotion
of an instant quote. You agree to handle consumer information consistent with
your posted privacy policies as well as with any State or Federal regulation.
(f)
No Email Promotion of NetQuote. You may not market or promote NetQuote® websites
or services through the initiation or transmission of bulk email, including
paying others to transmit it on your behalf. This means that you may not, for
example, rent or purchase “email lists” to promote NetQuote® websites or
services Affiliates or e-mail “newsletters” promoting our website. Affiliates
who are found to have violated this No E-Mail policy will be terminated from
the program and will forfeit any accrued commissions. You may promote NetQuote®
products in personal (i.e., non-bulk) e-mail messages.
1.5
Indemnification.
Licensee agrees to indemnify and hold harmless NetQuote® against and with
respect to Licensee's unauthorized use of a third party's intellectual
property, including, but not limited to trademarks, service
marks, trade names, or copyright protected materials, that results in
NetQuote® being named as a party to litigation or other proceedings, and
any demands, claims, actions, suits, proceedings, assessments, judgments,
costs, fees, legal and other expenses incident to the foregoing.
2 Term and Termination.
2.1
Term. The term of
this Agreement shall be for a period of one year from the Effective
Date. Either party may terminate the Agreement at any time upon the giving of 5
days written notice.
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 five (5) 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. Notwithstanding the foregoing, NetQuote may terminate this
Agreement at any time and without the need to provide for any notice or cure
period if the nature of Licensee's breach is such that it would not reasonably
be capable of cure within the time period referenced in the immediately
preceding sentence.
2.3
Effect of Termination. Upon termination of this Agreement for any reason, all rights and
licenses granted hereunder under this Agreement shall terminate and Licensee
shall immediately cease use of the NetQuote® Service and Licensed Marks.
Notwithstanding the termination of this Agreement by any party for any reason,
Licensee's agreements in Sections 1.3, 1.4 and 1.5 shall survive indefinitely
after any such termination.
2.4
Termination by NetQuote®. NetQuote® reserves the right, in its sole discretion, to promptly
terminate this agreement and the NetQuote® Service effective immediately upon
written notice to Licensee in the event Licensee uses the NetQuote®
Service in any libelous, defamatory, or inappropriate manner, and Licensee
hereby waives and releases NetQuote® for all claims, liabilities and damages
arising from the termination.
EXHIBIT A - TRANSACTION FEES
1)
NetQuote shall pay transaction fees (the “fees”) to Licensee in accordance with
the following terms.
2)
Transaction – A “transaction” shall be deemed to have occurred when a genuine
and unique consumer is directed through Licensee’s website (as indicated by
NetQuote’s tracking records) to NetQuote’s quote application form and fully
submits a complete request for a quote through the NetQuote website and
NetQuote can market the request (a “Lead”).
3)
Fees – All Insurance Products. Licensee will receive a fee based on the type of
Lead generated (see Table 1 below). Higher payouts are available for larger
producing accounts. Any fees above the default fees listed below will be
negotiated on a case-by-case basis. For each verified transaction, NetQuote
will pay Licensee the following fees:
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Table 1: |
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4)
Online Tracking – NetQuote utilizes technology that will track the Leads
generated through the Licensee website and will distinguish such Leads from
Leads sourced from other NetQuote programs. License will have online statistics
available through a third party reporting service or the NetQuote reporting
service.
5)
Payment Terms – Provided Licensee is not in breach of the Agreement, if
Licensee’s account accrues at least $50 in fees by the end of a calendar month,
then NetQuote will pay Licensee the accrued fees on a monthly basis, within 15
days after the end of each calendar month of this Agreement. If Licensee’s
account has a balance due of less than $50 at the end of a calendar month, then
the balance will be rolled over to the following calendar month. NetQuote will
pay all outstanding balances due (whether or not less than $50) within 15 days
of the end of each calendar quarter.