1. ENROLLING IN THE PROGRAM.
To begin the enrollment process, you will submit a completed Affiliates Program
application via the HealthInsurance.com site. We will evaluate your application
in good faith and will notify you of your acceptance or rejection. We may
reject your application if we determine, in our sole discretion, that your site
is unsuitable for the Affiliates Program for any reason including links to
unsuitable sites. Unsuitable sites include, but are not limited to, those that:
promote sexually explicit materials; promote violence; promote discrimination
based on race, sex, religion, nationality, disability, sexual orientation or
age; promote illegal activities; or violate intellectual property rights. If we
reject your application, you may reapply to the Affiliates Program at any time
it is provided by us and we will reconsider your application.
2. LINKING TO OUR SITE.
On your site, you may place links to the HealthInsurance.com homepage. For
purposes of this Agreement, a "Site Link" is a hypertext link comprised of a
URL and a HealthInsurance.com-approved graphic and/or text, which will be made
available from our affiliate reporting site. The URL also incorporates unique
Affiliates Program Identifier Information, which will be provided to you by
HealthInsurance.com, or its agent. Once accepted, you may add or delete Site
Links from your site at any time without our approval. Each Site Link must
connect directly to the HealthInsurance.com site. You may not transmit
"interstitial advertising" to users as they link from your site to the
HealthInsurance.com site, or otherwise interrupt such link through the use of
any intermediate screen or device, including without limitation the use of any
HTML pop-up window. In addition, you may not frame, or otherwise create a
border environment or browser around, the HealthInsurance.com site, or the
contents thereof. You will be solely responsible for properly incorporating the
Affiliates Program Identifier Information into your Site Link and testing the
Site Link to ensure that it operates properly.
3. APPLICATION PROCESSING.
We will process applications for our products by customers accessing our site
via a Site Link in accordance with our standard business practices. We will be
responsible for all aspects of processing applications, providing quotes and
other customer service obligations. We reserve the right to reject applications
that do not comply with any requirements that we periodically may establish.
Customers who register with HealthInsurance.com or who apply for insurance on
HealthInsurance.com through the Affiliates Program will be deemed to be
customers of HealthInsurance.com. Accordingly, all HealthInsurance.com rules,
policies, and operating procedures will apply to the customers who use your
Site Links to get to our site. We may change our policies and operating
procedures at any time, with or without notice.
4. PROGRAM FEES.
During the term of the agreement we will pay you program fees of $25.00 for each
completed individual medical or eHealthSaver application, $35.00 for each small
group or global medical application, and $5 for each Dental, Short-Term
Medical, or Patriot Medical completed application; applications must be
completed by a New Customer provided under the Affiliate Program by your Site
Link (the "Program Fees").
An application is considered a "completed application" when it includes all
requested information, is signed, and is accompanied by a valid check or other
acceptable means of payment for the New Customer's first full month premium
payment.
If a New Customer completes an application but does not enroll in a carrier's
insurance plan through HealthInsurance.com, the Program Fee for that New
Customer shall be reduced by 90%. Reductions shall be offset against amounts
otherwise due you.
For purposes of this Agreement, "New Customer" means a customer who (i) directly
accesses our site from one of your Site Links and (ii) registers with
HealthInsurance.com using a unique e-mail address and name not previously
received by us. We attribute a customer to the Affiliate it was first
associated with unless six months has passed since the customer first entered
from that Affiliate. After six months the Affiliate from which the customer
then enters will be attributed with that customer.
You may not, directly or indirectly, offer any person or entity any
consideration or incentive for using the Site Links on your site to access the
HealthInsurance.com site. If we determine, in our sole discretion, that you are
in violation of the foregoing sentence, we may withhold any Program Fees
otherwise payable to you pursuant to the terms hereof, in addition to all other
remedies available to us.
The Program Fee represents our estimate of the value created for us by the
marketing services we obtain through having our Affiliates establish a Site
Link. Subject to our obligations under this Section set forth below, we will
not be obligated to pay a Program Fee in any state where the payment of such
fees is prohibited by law.
You acknowledge that HealthInsurance.com is solely responsible for performing
all tasks and responsibilities relating to the application for insurance,
processing of insurance applications, communications with insurance carriers,
collection of the first month's insurance premium, and all other functions of a
licensed insurance agent. The Program Fee shall not constitute an insurance
commission. You and we agree that the Program Fee shall at all times be in
compliance with applicable federal and state laws and regulations, including,
without limitation, all state insurance laws and regulations. In furtherance of
this objective, the parties agree to negotiate in good faith an alternative
compensation arrangement with substantially similar economic benefits if you or
we reasonably determine or believe that such compensation arrangement is no
longer in compliance with applicable federal, state or other laws and
regulations, or any court or government agency having jurisdiction over the
operations of either party restricts, enjoins or threatens to restrict, enjoin
or impose sanctions against either party as a result of the Program Fee.
5. PROGRAM FEE PAYMENT.
Program Fee payments will be paid monthly within approximately thirty (30) days
following the end of each month. If during any month your Program Fees are less
than fifty dollars ($50), we will defer payment until the Program Fees accrued
are at least fifty dollars ($50). Upon earning aggregate Program Fees of fifty
dollars ($50) or more as of the end of a month, we will cut and send you a
check for all Program Fees due and owing, including the Program Fees for the
prior month(s) during which the Program Fees did not equal at least fifty
dollars ($50).
6. REPORTING.
We, or our agent, will provide you with access to a password protected site to
view reports summarizing your Site Link activity. The form and content of the
reports may vary from time to time at our discretion. To permit accurate
tracking, reporting, and fee accrual, you must ensure that the Site Links
between your site and our site are properly formatted. Failure to properly
format and use the Site Links may result in a reduction to amounts, which would
otherwise be paid to you pursuant to the terms hereof, or the termination of
this Agreement.
7. LIMITED LICENSE.
In your Site Links, you agree to use only those graphic images that we provide,
and further agree to update such images with any new images we provide. You may
not alter the look, feel or functionality of the graphics in any way without
HealthInsurance.com's express written permission. We grant you a limited,
non-exclusive, revocable, non-transferable right to use the HealthInsurance.com
Affiliates Program graphics and such other images for which we grant express
permission, solely for the purpose of identifying your site as a
HealthInsurance.com Affiliates Program participant and linking to our site. We
reserve all of our rights in the graphics and all other intellectual property
rights. We may revoke your license at any time by giving you written notice and
then we also have the right to disable your account. You acknowledge that we
may desire to use Affiliates Program members' names and logos in press
releases, product brochures and financial reports indicating that you are a
member of the HealthInsurance.com Affiliates Program. You agree that we may use
your name and logo in such a manner.
8. TRADEMARKS AND LOGOS.
You agree to comply with HealthInsurance.com's Intellectual Property Usage
Guidelines as they may be in effect and delivered to you from time to time. You
acknowledge that the HealthInsurance.com Intellectual Property includes without
limitation the symbols and logos used by HealthInsurance.com to identify its
products and/or services, belong solely to HealthInsurance.com and that members
of the Affiliates Program have no rights in such Intellectual Property except
for the purpose of displaying Site Links on the Affiliate's site(s) in
accordance with the provisions of this Agreement. Any goodwill arising from the
use of our Intellectual Property hereunder will belong to HealthInsurance.com.
At no time during or after the term of this Agreement will you challenge or
assist others to challenge our Intellectual Property or the registration
thereof or attempt to register any trademarks, marks or trade names confusingly
similar to our Intellectual Property. The provisions of this section will
survive expiration or termination of this Agreement for any reason.
9. TERM OF THE AGREEMENT.
The term of this Agreement will begin upon your receipt of notification from
HealthInsurance.com of its acceptance of your Application and will end when
terminated by either party. Either you or we may terminate this Agreement at
any time, with or without cause, by giving the other party written or e-mail
notice of termination. Upon the termination of this Agreement for any reason,
you will immediately cease all use of HealthInsurance.com's Intellectual
Property, and remove from your site(s), all Site Links, and all other materials
provided by or on behalf of us to you in connection with the Affiliates Program
and we have the right to disable your account. You are only eligible to earn
Program Fees during the term. We may withhold your final payment for a period
of up to 120 days to ensure that the correct amount is paid. Notification via
e-mail to your address in our records will be deemed to have been delivered and
given for all purposes on the delivery date. Any notice required or permitted
hereunder shall be sent to the following address: HealthInsurance.com Inc.,
3030 S. Bundy Dr., Los Angeles, California 90066, Attention: Director,
Affiliates Program or e-mailed to affiliates@HealthInsurance.com.
10. WARRANTY AND DISCLAIMER.
You warrant that you have full power and authority to enter into this Agreement,
and that the entering into and performance of this Agreement by you will not
violate, conflict with, or result in a default under any other contract or
agreement to which you are a party. You warrant that your site(s) will not
infringe, violate or misappropriate any copyright, trade secret, trademark, or
other proprietary or intellectual property right of any third party or
constitute libel, defamation, invasion of privacy or the violation of any right
of publicity or any other right of any third party. You are solely responsible
for the development, operation, maintenance, and content of your site(s).
HealthInsurance.com will not be responsible for any of the foregoing. You agree
to indemnify and hold HealthInsurance.com, and its directors, officers,
affiliates, employees and agents, harmless from all liability, claims, damages
and expenses (including without limitation attorneys' fees, court costs and
costs of other professionals) relating to or arising from the development,
operation, maintenance and contents of your site(s); and/or any breach by you
of any representation, warranty or agreement made herein.
THE SITE LINKS, AND ALL OTHER DOCUMENTATION AND SERVICES ARE PROVIDED BY
HEALTHINSURANCE.COM "AS IS." WE MAKE NO PROMISES, WARRANTIES, OR
REPRESENTATIONS OF ANY KIND, AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND
CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE
SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE
NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE
UNINTERRUPTED OR ERROR-FREE OR THAT INSURANCE OR OTHER SERVICES WILL BE
AVAILABLE FOR PURCHASE FROM THE HEALTHINSURANCE.COM SITE. THE PROVISIONS OF
THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY
REASON.
11. LIMITATION OF LIABILITY.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF BUSINESS
OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY SPECIAL,
CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES, ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE AFFILIATES PROGRAM, HOWEVER CAUSED, AND
WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY
OF LIABILITY. THE LIMITS SET FORTH IN THIS SECTION WILL APPLY EVEN IF
HEALTHINSURANCE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL
PROGRAM FEES PAID TO YOU UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION
WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
12. CONFIDENTIALITY.
During the term of this Agreement, you may have access to certain non-public
information of HealthInsurance.com, which information a reasonable person would
consider confidential or which is marked as "confidential" or "proprietary"
("Confidential Information"). Confidential Information does not include
information that is generally known and available, or in the public domain
through no fault of yours. You agree (i) not to disclose any Confidential
Information to any third parties, (ii) not to use any Confidential Information
for any purposes except carrying out your rights and responsibilities under
this Agreement, and (iii) to keep the Confidential Information confidential
using the same degree of care you use to protect your own confidential
information, as long as you use at least reasonable care. These obligations
will survive for three years after expiration or termination of this Agreement
for any reason.
13. INDEPENDENT INVESTIGATION.
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)
SEEK CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR OPERATE SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE(S).
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
AFFILIATES PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR
STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
14. GENERAL.
Any Marketing and/or program fee signed by both parties and agreed to
independently from the terms herein shall superceed this agreement. You and
HealthInsurance.com are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between you and HealthInsurance.com.
You understand that you do not have authority to make or accept any offers or
make any representations on behalf of HealthInsurance.com. You may not make any
public statement, press release or other announcement relating to the terms or
existence of this Agreement, or your participation in the Affiliates Program,
without the prior written consent of HealthInsurance.com. If any provision of
this Agreement is held unenforceable, that provision will be enforced to the
maximum extent permissible so as to effect the intent of the parties, and the
remainder of this Agreement will continue in full force and effect. We may
modify any of the terms and conditions contained in this Agreement, at any time
and in our sole discretion, by posting a change notice or a new agreement on
our site. If any modification is unacceptable to you, your only recourse is to
terminate this Agreement. Your continued participation in the Affiliates
Program following our posting of a change notice or new agreement on our site
will constitute binding acceptance of the change. You may not assign or
otherwise transfer this Agreement or any of your rights or duties under this
Agreement, without our prior written consent. This Agreement will inure to the
benefit of HealthInsurance.com, its successors, administrators, heirs, and
assigns. This Agreement is governed by the laws of the State of California,
without reference to its conflict of law principles and without regard to the
1980 U.N. Convention on Contracts for the International Sale of Goods. Any
dispute between us shall be settled by good faith discussions between us within
a period of thirty (30) days, and if such settlement discussions fail shall be
resolved by final and binding arbitration under the Commercial Arbitration
Rules of the Judicial Arbitration and Mediation Services (J.A.M.S.), conducted
in Los Angeles, California, unless the parties otherwise agree in writing. An
arbitral award may be enforced in any court of competent jurisdiction. This
Agreement constitutes the complete and exclusive understanding and agreement of
HealthInsurance.com and you relating to the subject matter hereof and
supersedes all prior or contemporaneous understandings, agreements, and
communications (including advertisements), whether oral or written, between the
parties.
By completing an Affiliates Program Application and checking the box below, you
agree to be bound by the terms of this agreement.
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