In exchange for Life Line Screening of America Ltd. (“Company”) approving Affiliate’s participation in Company’s Affiliate Program (“Program”), Affiliate agrees to be bound by the following terms and conditions (“Terms”):
1. Definitions. As used in these Terms, the following definitions shall apply:
(a) “Company Marketing Materials” or “Marketing Materials” shall mean all promotional materials created, owned, authorized, and provided by Company to Affiliate, for the sole purpose of promoting Company Products.
(b) “Company Product(s)” shall mean and include such research, health and wellness products, services and events provided or sponsored by Company, as may be changed from time to time by Company in its sole discretion, which Affiliated is authorized to promote under the Program.
(c) “Company Website” shall mean and refer to www.lifelinescreening.com and/or any additional or replacement website designated by the Company.
(d) “Customer” shall mean a buyer of Company Products from Company as a direct result of being referred to Company (including Company’s Website) from Affiliate’s marketing efforts hereunder.
(e) “Customer Information” shall mean the name, address, telephone numbers and email addresses of each Customer procured by Affiliate.
(f) “Payout Amount” shall mean the compensation to be paid to Affiliate for sales made to Customers procured by Affiliate.
(f) “Proprietary Rights” shall mean all rights held by a party in that party’s products, services and programs and confidential information, including, without limitation, copyrights, authors’ rights, trademarks, service marks, patent rights, trade names, know-how and trade secrets, software source codes and proprietary algorithms irrespective of whether such rights arise under federal intellectual property, unfair competition or trade secret laws.
(i) “Services” shall mean the services which Affiliate shall provide to Company under the Program.
(j) “Visitor” shall mean any user that clicks on a link to the Company’s Website as accessed through the Affiliate’s website or email.
2. Services; Payout Amount. Affiliate agrees to provide the Services for Company on a non-exclusive basis and in accordance with these Terms. The Payout Amount shall be conveyed to Affiliate in writing upon acceptance of Affiliate by Company into the Program.
3. License; Customer Information.
(a) Affiliate shall have the non-exclusive, limited right to use the Company Products and Marketing Materials for the sole purpose of marketing Company Products. All images, technology and content provided for Affiliate’s use is and shall remain the sole property of Company and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights and applications, trade names and service marks related to the Marketing Materials and Company’s Products shall remain the Company’s sole property, including rights in and to any derivatives thereof. Affiliate shall not modify the trademarks, banners, content or images provided to Affiliate in any way. Affiliate acknowledges that use of the Company Marketing Materials and the Company marks will not create in Affiliate, nor will Affiliate represent that it has any right, title or interest in or to such items other than the license granted by Company under these Terms. Affiliate will not challenge the validity of or attempt to register any of the marks or its interest therein as a licensee, nor will Affiliate adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. Affiliate acknowledges Company’s ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Company.
(b) Affiliate acknowledges and agrees that all Customer Information is the exclusive property of Company and that such Customer Information shall not be sold, transferred or otherwise used by Affiliate for any reason other than solely to fulfill Affiliate’s obligations under the Program and consistent with these Terms.
(a) Company may terminate Affiliate’s participation in the Program immediately for cause if (i) the activities, statements or opinions of Affiliate, however disseminated, are likely to expose the Company to administrative, civil or criminal liability or to materially damage the reputation of the Company or its products or services, or (ii) if Affiliate is in material breach or default of any material provision of these Terms and such material breach or default cannot be immediately cured due to its nature.
(b) Affiliate’s participation in the Program may be terminated for convenience by either party upon forty-eight (48) hours prior written notice to the other party.
(c) Upon termination, Affiliate will be compensated for any Sales Commissions earned up to the date of termination.
5. Obligations of Company. Company agrees to:
(a) license Company Marketing Materials to Affiliate for the sole purpose of marketing Company Products;
(b) notify Affiliate of any changes or updates to the Marketing Materials and Company Products which are relevant to the Services provided by Affiliate hereunder;
(c) provide a hyperlink to be placed either on Affiliate’s own website or a sponsored link displayed as part of any Internet search engine results that, when clicked on, sends a Visitor to the Company’s Website (hereinafter a “Link”);
(d) authorize Affiliate to post or link to Company Marketing Materials on Affiliate’s website and/or in Links sponsored by Affiliate;
(e) provide reasonable support to Affiliate as requested including but not limited to, ads, promotional materials and communications concerning upcoming Company promotions, product launches, events and private training opportunities;
(f) provide access for Affiliate to Company’s “Affiliate Perk” which include training calls, events and performance contests;
(g) fulfill sales made to Customers;
(h) notify pay Affiliate the Payout Amount by the thirtieth (30th) day of the month following the month in which Company receives sales from Customers procured by Affiliate; provided, however, that Company may withhold payment for any sales which Company determines to be fraudulent or in breach of these Terms; and
(i) if requested by Affiliate, not disclose Affiliate information to third parties unless Company is legally compelled to do so.
6. Obligations of Affiliate. Affiliate agrees to:
(a) endorse the Company and market Company’s Products to Affiliate’s prospects using only the Company Marketing Materials;
(b) post Company Materials only on websites which have been previously approved by Company in writing;
(c) maintain the integrity of all Company Marketing Materials and not change, adapt or alter in any manner the content thereof;
(d) place banners or links only within Affiliate’s e-publications, Affiliate’s website or other websites which have been previously approved by Company in writing;
(e) notify Company immediately of any unauthorized use of any Company Marketing Materials posted on Affiliate’s website;
(f) upon request, promptly provide any Visitor with proof that such Visitor has opted in to receive third party offers and, if requested by Company, provide such proof no later than within 48 hours of such a request by Company;
(g) review and refrain from contacting, and ensure that any third-party agents review and refrain from contacting, any email addresses contained on a suppression list provided by Company, as such list may be amended from time to time by Company; and
(h) be responsible for any acts of its third-party agents which violate these Terms.
7. Representations and Warranties of Affiliate. Affiliate represents and warrants as follows;
(a) Affiliate has the right and authority to enter into these Terms;
(b) Affiliate has all necessary licenses for any sales events, telemarketing or otherwise and shall obey all applicable laws, regulations and rules of any applicable government body or agency or other authority.
(c) Affiliate acknowledges and agrees that Company has made no representations and accepts no liability relative to any website and associated content which may be accessed through the Company’s Website or through a link from the Company’s Website;
(d) all content on Affiliate’s website is solely owned by Affiliate, does not infringe on the rights of any third party, including but not limited to intellectual property rights and does not violate any laws;
(e) none of content on Affiliate’s website is defamatory, libelous, unlawful or otherwise objectionable and Affiliate shall not provide, promote, publish or host any website that includes content which is libelous, defamatory, obscene, pornographic, abusive or fraudulent;
(f) Affiliate shall perform the Services and its business operations in compliance with all federal and state laws applicable to Affiliate’s activities contemplated under the Program and these Terms, including but not limited to state and federal privacy and anti-spam laws;
(g) no proceeding in bankruptcy or receivership has ever been instituted by or against Affiliate, nor has Affiliate made any assignment for the benefit of creditors and there are no civil actions, proceedings, judgments, bankruptcies, liens or executions in any federal or state court that could in any way impair Affiliate’s ability to comply with these Terms; and
(h) Affiliate is not now and has never been the subject of any action, suit or investigation by any regulatory agency of any federal, state or local government agency.
8. Indemnification. Affiliate agrees to indemnify and hold harmless Company, and its officers, directors, agents and employees (collectively the “Company Indemnitees”) from and against any claims, demands, suits, fines or judgments, including, but not limited to, attorney’s fees, costs and expenses incident thereto, which may be suffered by, assessed against, charged to or recoverable from any Company Indemnitee by reason of or arising out of any act or omission of Affiliate.
9. Confidentiality. “Confidential Information” means any and all non-public, technical, business, regulatory, or financial information in whatever form (written, oral, electronic or visual) that is delivered or otherwise disclosed by Company to Affiliate, including but not limited to Customer Information. During Affiliate’s participation in the Program and for a period of one (1) year thereafter, Affiliate shall not publish, disseminate or otherwise disclose, deliver or make available any Confidential Information to any third party other than Affiliate’s employees and agents who have a need to know such Confidential Information, and then only for the purposes contemplated by these Terms. Affiliate shall use Confidential Information solely for the purpose of performing its obligations under the Program and these Terms. Notwithstanding the foregoing, the obligations of non-disclosure and non-use will not apply to any portion of Confidential Information that Affiliate can demonstrate by competent proof (i) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of Affiliate; (ii) is in Affiliate’s possession at the time of disclosure other than as a result of Affiliate’s breach of any legal obligation; (iii) becomes known to Affiliate on a non-confidential basis through disclosure by sources other than Company who have the apparent legal right to disclose such Confidential Information; or (iv) is independently developed by Affiliate without reference to or reliance upon Confidential Information.
(a) Relationship of the Parties. Affiliate expressly understands and agrees that its relationship with Company is that of independent contractors and Affiliate is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection with its participation in the Program. Neither Affiliate nor its agents or employees are the representatives of Company for any purpose and Affiliate does not have the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of Company for any purpose whatsoever. Nothing in these Terms and/or Affiliate’s participation in the Program shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or formal business entity of any kind, nor shall Affiliate and Company be deemed a joint venturer or partner or agent of the other. Affiliate shall not claim any status which is contrary to the foregoing terms.
(b) Notices. Notices shall be sufficient if in writing and delivered to addressee by email.
(c) Governing Law; Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of the State of Texas. In the event of a dispute regarding the Program and/or these Terms, Affiliate waives trial by jury and agrees to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Austin, TX. If litigation results with respect thereto, the parties agree to be individually responsible for their own attorney’s fees, court costs, and all other expenses.
(d) Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, documents, agreements and prior course of dealing between them.