Life Insurance Online Affiliate Terms
Operating Agreement for Affiliate Network
This Agreement defines your relationship with life-insurance-online.co.uk, the owner and/or exclusive licensee of the following products lines, among others: Life Insurance Online insurance services and extended product line. This Agreement contains the complete terms and conditions that apply to a party's participation as an affiliate in the Affiliate Network of life-insurance-online.co.uk (the "Program"). As used in this Agreement, "we" means life-insurance-online.co.uk, and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers to an Life Insurance Online Product Line website including but not limited to life-insurance-online.co.uk or to the site that you will link to our site. You understand and acknowledge that this Agreement is made between you and life-insurance-online.co.uk and is solely for the purpose of allowing you to link to the life-insurance-online.co.uk Product websites.
1. Enrollment in the Program. Submit a completed Program application to begin the enrollment process. Submission of your application to the life-insurance-online.co.uk affiliate program implies acceptance to the terms set forth in this Agreement. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that contain illegal, offensive, infringing or objectionable content. If we reject your application, you may reapply to the Program at any time; however, you should not link to our Site unless you are approved for the Program.
2. Guidelines for Using the life-insurance-online.co.uk Trademarks. These guidelines apply to your use of life-insurance-online.co.uk and other trademarks and service marks belonging to life-insurance-online.co.uk (the "Trademarks") in content that has been approved by us.
2.1. Trademarks owned by Life Insurance Online include:
2.2. You must use the (TM) or (R) symbol as applicable next to the trademarks.
2.3. You acknowledge that all rights to the trademark are our exclusive property and all goodwill generated through your use of the trademark will inure to our benefit.
2.4. You must abide by the following Prohibitions:
(a) You may NOT use our trademarked names, Life Insurance Online and life-insurance-online.co.uk
(b) You may NOT use any Life Insurance Online owned trademark listed above, or any
variations or misspellings thereof:
2.5. You may not modify the trademarks in any manner. For example, you may not change the proportion, color, or font of the trademarks.
2.6. You may not display the trademarks, or any variations thereof, in any manner that implies endorsement of your web site or business by life-insurance-online.co.uk outside of your involvement in the Affiliate Program.
2.7. You may not use the trademarks, or any variations thereof, to disparage life-insurance-online.co.uk, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the trademark.
2.8. We reserve the right in our sole discretion to modify these guidelines at any time. We reserve the right to take action against any use that does not conform to these guidelines.
3. Links.
3.1. We support the elimination of spam email on the Internet. To this end, we maintain only opt-in email addresses and permit all email recipients to opt-out of emails. As a participant in our Program, you agree to follow the same procedures. You agree that you will comply with U.S. CAN-SPAM Act in all respects. In addition, you agree not to send any email or other form of electronic message or advertisement containing the Life Insurance Online name; trademarks, or variations thereof; products; web site addresses; links; metatags; or any other type of identifier to any recipient unless the recipient has directly consented to receive the communication from you or you have a pre-existing business relationship with the recipient. In addition, you agree to provide any recipient of the communication with the ability to opt-out of future communications, by calling a toll-free number or by using an unsubscribe email link. You agree that we may upon reasonable written notice audit (a) any lists or sources of the lists you send that contains containing the Life Insurance Online name; trademarks, or variations thereof; products; web site addresses; links; metatags; or any other type of identifier, and (b) any email or form of electronic message or advertisement containing the Life Insurance Online name; trademarks, or variations thereof; products; web site addresses; links; metatags; or any other type of identifier.
3.2. You will link to areas within our Site using special URLs specified in the Program (the "Required URLs"). You may post as many links to the Required URLs as you like on your site. The position, prominence and nature of links on your Site shall comply with any requirements specified in this Agreement.
3.3. General Link to Life Insurance Online Product Site Home Page: You may provide a general link on your Site to our Product Site home page(s) in a format subject to approval by us. We will provide you with guidelines, content and graphical artwork to use in linking to our home page ("Product Information"). Life Insurance Online may with or without notice (a) change, suspend or discontinue any aspect of a Product offer (b) remove, alter, or modify any graphic, banner, content, or text submitted by us to you for use in connection with the sale of our products ("Life Insurance Online Content"). You agree to promptly implement any request from us to remove, alter or modify any of your content or related content appearing on your site. Any failure by you to comply with the terms of this paragraph shall entitle us to, in addition to any other remedies available, withhold payment on any applicable sales due to you.
4. Other Restrictions. You may not use life-insurance-online.co.uk's copyrights or proprietary technology, including without limitation, those copyrights and proprietary technology currently used or which may be developed and/or used by it in the future except as expressly authorized by this Agreement. You may NOT engineer your site in such a manner that pulls Internet traffic away from life-insurance-online.co.uk or any of its Life Insurance Online Product Sites. If your site donates any portion of its referral fees to any school, foundation or other charitable organization, you may not state or imply that life-insurance-online.co.uk or any of its Sites endorse such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site. You may not wrap or frame our Sites in any manner. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by life-insurance-online.co.uk against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.
5. Order Processing. We will process applications placed by customers who follow special links from your site to the Life Insurance Online Sites in accordance with applicable legal requirements. We reserve the right to reject applications that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of application processing and fulfillment. Among other things, we will prepare application forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who complete application using special links from your site to our site and will send you reports summarizing this lead activity. The form, content, and frequency of the reports may vary from time to time in our reasonable discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.
6. Referral Fees. We will pay you referral fees on certain sales to third parties. For a sale to generate a referral fee, the customer must follow a special ink (in the format specified by life-insurance-online.co.uk) from your site to the Life Insurance Online Product site; complete he application using our automated ordering system; and remit full payment to us. The affiliate (if any) we associate with any sale is determined by an automated customer tracking system. Any decision made by this system is final, and not subject to petition or debate. Though we believe our tracking system to be more fair and accurate than any alternative, we make no representation regarding the ability of the system to track any specific customer, for any specific length of time. Products and Services that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as ""Qualifying Products". An affiliate may not earn commission on Qualifying Products purchased by, or on behalf of, the affiliate. If you specify a price point for the Product in your marketing and advertising, you shall ensure that it is updated regularly to reflect all price changes.
7. Fee Schedule. You will earn referral fees based on the sale price of Life Insurance Online Products, according to fee schedules to be established by us. All percentages listed are of "Gross Receipts" for those sales of Life Insurance Online Products via an approved link from the Affiliate's website(s) "Gross Receipts" shall mean the (a) revenues generated by all initial sales of Life Insurance Online Products to those Affiliate customers who (i) "clicked" from the Affiliates website during the term of this agreement, and (ii) then purchased Life Insurance Online product(s) via Life Insurance Online' shopping cart, less (b) refunds, returns, credit card fees and chargebacks and shall not include costs or revenues associated with sales taxes and shipping and handling.
8. Fee Payment. Payments will be made on or about the 25th of each month for qualifying sales by the 25th of the prior month. Minimum payout: £30.00.
8.1 You may receive the Sales Commission where the amount in question is less than £30.00 by advising Life Insurance Online and paying processing and handling fees (which shall not be less than £5.00). If an Affiliate maintains a balance of less than 50 pound of Sales Commission in a period of 12 consecutive months without asking for payment during that time, the Sales Commission shall be forfeited. Sales Commission overpayments may be deducted from future payments or shall be reimbursed by the Affiliate.
8.2 You are required to indicate a payment method to receive your Sales Commissions. In the event Sales Commissions cannot be paid because no payment method has been chosen, payment of Sales Commissions shall be made in the month following the selection of a payment method.
9. Policies and Pricing. Customers who buy products through this Program will be deemed to be customers of life-insurance-online.co.uk without affecting their status as your customer. Accordingly, all life-insurance-online.co.uk rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at life-insurance-online.co.uk. Life Insurance Online shall have the right to utilize the Affiliate's name and logo to advertise, market, promote and publicize in any manner the Product. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.
10. Identifying yourself as an Affiliate.
10.1. Donations. If your site is engaged in the practice of directing, transferring, or donating any portion of the Referral Fees paid to you by life-insurance-online.co.uk, you must provide the following message:
"All donations, transfers and pledges of money to any schools, foundations or other types of charitable or philanthropic organizations are made at the sole direction of (your site) and, (if applicable) of (your site's) members. Life Insurance Online is not associated with any of the schools, charities or foundations associated with (your site) and makes no endorsement, express or implied of their activities. We've agreed to ship products and provide customer service for orders we receive through special links on (your site), but we are not responsible for selecting, evaluating or making donations to any of the organizations associated with (your site). Thank you for shopping with an Life Insurance Online. If you have a question about an order you've placed, please don't hesitate to contact us."
11. Limited License. We grant you a nonexclusive, revocable right to use the message described in Section 10 and such other messages or items for which we grant express permission, including, the Life Insurance Online Property, for the sole purpose of identifying your site as a Program participant and to assist in generating product sales, subject to the terms and conditions of this Agreement. You may not modify the message, the Life Insurance Online Property or any of our images in any way. We reserve all of our rights in the message, the Life Insurance Online Property, any images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines (see above), as those may change from time to time. We may revoke your license at any time by giving you prior notice.
12. Responsibility for Your Site. You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment the accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that content posted on your site is not libelous or otherwise illegal.
We disclaim all liability for these matters. Further, you will defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your Site and/or any of your representations and warranties set forth herein.
12.1 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 days notice from Life Insurance Online, it shall automatically forfeit the Sales Commission then receivable or receivable at any time in the future. Life Insurance Online shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.
12.2 Life Insurance Online shall have the right but not the obligation to terminate this Agreement with an Affiliate who does not maintain a valid e-mail address with Life Insurance Online (Life Insurance Online tracks all bounces of communications and automatically terminates any affiliate whose e-mail address is not valid). Life Insurance Online shall have the right but not the obligation to terminate this Agreement if the Affiliate ceases to actively market the Product for a period of 90 days. Life Insurance Online shall have the right but not the obligation to terminate this Agreement with an Affiliate whose Sales Commission in a calendar year was in the bottom 20 percent of the Sales Commission of all Affiliates in any preceding 12 month period. In such cases, the Sales Commission owing, representing the sums earned, shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to Life Insurance Online.
13. Term. The term of this Agreement will begin upon our acceptance of your Program 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 prior notice of termination. Upon termination, all life-insurance-online.co.uk related content and links shall be promptly removed from your site. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
14. Modification. 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. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
15. Relationship of Parties. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, reseller, distributor, agency, franchise, sales representative, or employment relationship between the parties. 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 reasonably would contradict anything in this Section.
16. Limitation of Liability. We 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 Program, even if we have been advised of the possibility of such damages.
17. Disclaimers. We make no express or implied warranties or representations with respect to the Program or any products sold through the 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; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.
18. 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) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANGEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
19. Miscellaneous. This Agreement will be governed by the laws of the United Kingdom, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.
19.1 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa. All references to fees, transactions and financial affairs are deemed to be in UK pounds.
19.2 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.
19.3 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.
19.4 Time shall be of essence in this Agreement.
19.5 All notices, requests and other communications shall be deemed to have been received when posted by Life Insurance Online on its Web site. It shall also be deemed to have been received on the next business day if transmitted by fax, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.
(updated 8 May, 2006)