Dental Insurance.com Affiliate Agreement
This Affiliates Program Agreement (the "Agreement") is a legal agreement between you (the "Affiliate") and Kelsey National Corporation, Inc., a California corporation which we will refer to herein after by "Kelsey National Corporation" or its website "DentalInsurance.com," and contains the complete terms and conditions that apply to an individual's or entity's participation in the DentalInsurance.com Affiliates Program (the "Affiliates Program"). In this document, "you" refers to the Affiliates Program applicant, and "we" and "us" refers to Kelsey National Corporation. By completing and signing an Affiliates Program Application, you agree to be bound by the terms of this Agreement.
- ENROLLING IN THE PROGRAM. To begin the enrollment process, you will submit a completed Affiliates Program application via the DentalInsurance.com site. The DentalInsurance.com team will review your application and will send a notification indicating approval or denial. If we determine, in our sole discretion, that your site is unsuitable for the Affiliates Program for any reason including links to unsuitable sites, we may subsequently reject your application. 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 and we will reconsider your application.
- LINKING TO OUR SITE. On your site, you may place links to the DentalInsurance.com homepage. For purposes of this Agreement, a "Site Link" is a hypertext link comprised of a URL and a DentalInsurance.com-approved graphic and/or text, which will be made available from our website. The URL also incorporates unique Affiliates Program Identifier Information, which will be provided to you by DentalInsurance.com, or its agent. Once accepted into the Affiliates Program, you may add or delete Site Links from your site at any time without our approval. Each Site Link must connect directly to the DentalInsurance.com site. You may not transmit "interstitial advertising" to users as they link from your site to the DentalInsurance.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 DentalInsurance.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.
- APPLICATION PROCESSING. We will process applications for insurance, DHMO coverage (Dental Health Maintenance Organization plans) and discount 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 DentalInsurance.com or who apply for a plan on DentalInsurance.com through the Affiliates Program will be deemed to be customers of DentalInsurance.com. Accordingly, all DentalInsurance.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.
- MARKETING FEES. During the term of this Agreement, we will pay you Marketing Fees as indicated in the Marketing Fees table. Marketing Fees will commence once DentalInsurance.com receives commissions on carrier-approved applications. Marketing Fees will be vested under the same terms as each carrier/provider/plan provides for DentalInsurance.com.
An online application is considered a "completed application" when it includes all requested information, a double entry electronic signature, and valid payment for the New Customer's first full month plan payment. 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 DentalInsurance.com using a unique e-mail address and name not previously received by us. We attribute a customer to the Affiliate it was associated with unless six months has passed since the customer last entered from that Affiliate. If the customer enters from more than one affiliate, the sale will be credited to the last affiliate from which the customer entered. If the customer comes direct to DentalInsurance.com during the aforementioned six months, the sale would still be attributed to the last affiliate from which the customer entered.
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 DentalInsurance.com site that is in violation of any state or Federal Laws. You may not rebate. If we determine, in our sole discretion, that you are in violation of the foregoing, we may withhold any Marketing Fees otherwise payable to you pursuant to the terms hereof; in addition we may pursue all other remedies available to us.
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: i.e., such would be the case if an applicant selects a program requiring the Affiliate to have an insurance license to receive marketing fees and the Affiliate is not licensed in the applicant's state, and a referral bounty is also not permissible.
You acknowledge that DentalInsurance.com is solely responsible for performing all tasks and responsibilities relating to the application for insurance or membership, processing of insurance and membership applications, communications with carriers and plan providers, facilitating collection of the first month's payment, and all other functions of a licensed insurance agent. You and we agree that the Marketing 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 Marketing Fee.
- MARKETING FEE PAYMENT. Marketing Fee payments to Affiliate will be made within 30-days of the end of the month in which DentalInsurance.com posted the Marketing Fees. There is a $100 minimum that needs to accrue before payment is released if Affiliate chooses to receive payment via paper check. Marketing Fees can also be electronically transferred into the Affiliate’s bank account each month with no minimum accruals.
- 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 DentalInsurance.com's express written permission. We grant you a limited, non-exclusive, revocable, non-transferable right to use the DentalInsurance.com Affiliates Program graphics and such other images for which we grant express permission, solely for the purpose of identifying your site as a DentalInsurance.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 immediately thereafter we 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 DentalInsurance.com Affiliates Program. You agree that we may use your name and logo in such a manner.
- TRADEMARKS AND LOGOS. You agree to comply with DentalInsurance.com's Intellectual Property Usage Guidelines as they may be in effect and delivered to you from time to time. You acknowledge that the DentalInsurance.com Intellectual Property includes without limitation the symbols and logos used by DentalInsurance.com to identify its products and/or services, belongs solely to DentalInsurance.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 DentalInsurance.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.
- TERM OF THE AGREEMENT. The term of this Agreement will begin upon your receipt of notification from DentalInsurance.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 DentalInsurance.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 Marketing 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: DentalInsurance.com, 3030 S. Bundy Dr., Los Angeles, California 90066, Attention: Director, Dentalinsurance.com Affiliates Program or e-mailed to affiliates@DentalInsurance.com.
- 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). Kelsey National Corporation will not be responsible for any of the foregoing. You agree to indemnify and hold Kelsey National Corporation, 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 DENTALINSURANCE.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 DENTALINSURANCE.COM SITE. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
- INDEMNIFICATION. You agree to defend, indemnify and hold harmless Kelsey National Corporation, its directors, officers, employees and agents with respect to any and all claims, suits, actions, liabilities, losses, damages, attorney's fees, interest, penalties, costs and any other losses of any kind arising directly or indirectly from your unauthorized activities hereunder, unless it is determined that such claim, suit, action, liability, loss, damage, attorney's fee, interest, penalty, cost and any other loss of any kind was caused by, or results from the action, negligence, willful misconduct by Kelsey National Corporation, its directors, officers, employees or agents.
Kelsey National Corporation agrees to defend, indemnify, and hold harmless you, and, if applicable, your directors, officers, employees and agents with respect to any and all claims, suits, actions, liabilities, losses, damages, attorney's fees, interest, penalties, costs and any other losses of any kind arising directly or indirectly from the Kelsey National Corporation's unauthorized activities hereunder, unless it is determined that such claim, suit, action, liability, loss, damage, attorney's fee, interest, penalty, cost and any other loss of any kind was caused by, or results from the action, negligence, willful misconduct by you, and, if applicable, your directors, officers, employees or agents.
- 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 DENTALINSURANCE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL MARKETING FEES PAID TO YOU UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
- CONFIDENTIALITY. During the term of this Agreement, you may have access to certain non-public information of DentalInsurance.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.
- 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.
- GENERAL. You and Kelsey National Corporation are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Kelsey National Corporation. You understand that you do not have authority to make or accept any offers or make any representations on behalf of DentalInsurance.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 DentalInsurance.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 Kelsey National Corporation, 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, the dispute 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. If an Arbitrator cannot be agreed to by mutual consent, one shall be appointed by the Presiding Judge in Los Angeles County. Each party shall bear one-half (1/2) of the cost of appointing the Arbitrator and of paying the Arbitrator's fees. The procedure whereby the evidence (oral and/or written) relating to the controversy or dispute shall be as agreed to by the parties and, in the absence of such agreement, shall be as determined by the Arbitrator. An arbitral award may be enforced in any court of competent jurisdiction. This Agreement constitutes the complete and exclusive understanding and agreement of DentalInsurance.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. This Agreement may be amended or modified only through a written instrument signed by both Parties. Only the Vice President of Sales, Chairman, President, or General Manager of Kelsey National Corporation may sign on behalf of Kelsey National Corporation.
By completing an Affiliates Program Application and checking the box below, you agree to be bound by the terms of this agreement.