Terms of service

THIS AGREEMENT SETS OUT THE TERMS AND CONDITIONS THAT APPLY TO AN INDIVIDUAL OR AN ENTITY'S PARTICIPATION IN THE FLORIDA CHARTERED'S AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"). ALL REFERENCES TO "YOU" MEAN YOU, THE INDIVIDUAL OR ENTITY APPLYING TO BE PART OF THE AFFILIATE PROGRAM. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FLORIDA CHARTERED INSURANCE GROUP. Enrolling in the Affiliate Program By completing and submitting this on-line enrollment form (the "Enrollment Form") for the Affiliate Program and by agreeing to be bound by the terms and conditions of this Agreement, You begin the application process for Florida Chartered's Affiliate Program. Your acceptance by Florida Chartered into the Affiliate Program is not guaranteed. Acceptance is in Florida Chartered's sole discretion. When Florida Chartered has decided whether to accept or reject your application for the Affiliate Program, Florida Chartered will notify You of its decision. If you are not accepted into the Affiliate Program, you may apply again. Links to Florida Chartered's Website "Links" are hypertext links from the web site that You designate on your completed Enrollment Form ("Your Website") to Florida Chartered's web site located at www.Floridachartered.com (the "Florida Chartered Website") provided by Florida Chartered to You. Links include, but are not limited to, banner advertisements, buttons or text links. These links are collectively referred to in this Agreement as "Links," or individually as a "Link." Subject to the terms and conditions of this Agreement, You may display these Links on your site but You may not modify or change them without Florida Chartered's written approval, which may be withheld at its sole discretion. In using the Links, You agree that You will cooperate fully with Florida Chartered in order to establish and maintain such Links or Link. Florida Chartered has the right in its sole discretion to monitor your site at any time, and from time to time, to determine if You are in compliance with the terms of this Agreement. Florida Chartered will provide with each Link a specially formatted tracking code unique to You with instructions on how to place the link onto your website. It is up to You to follow the instructions provided with each Link. To ensure proper tracking of your Link, the tracking code cannot be modified or changed. Each Link provided by Florida Chartered to You has been formatted so that Florida Chartered may track referrals from Your Website. Any modification to the tracking code will result in lost Referral Fees. Affiliate Referral Fees Amount of Referral Fees: Florida Chartered will pay You a Referral Fee for each applicant (other than You, your employees, officers, directors, agents and affiliates and immediate family members of any of the above) who: (i) follows a Link from Your Website to the Florida Chartered Website and (ii) prior to leaving the Florida Chartered Website completes and submits an Florida Chartered on-line application form requesting a quote for, or information on, any insurance product (the "Customer Form"). The amount of the Referral Fee paid by Florida Chartered to You will be determined in accordance with the Affiliate Payout Schedule, as detailed in your personal on-line account, and defined below. You are entitled to only one Referral Fee per applicant referred. If any applicant completes more than one Customer Form or the Customer Form completed by an applicant requests information on multiple insurance types, the request for information that results in the greatest Referral Fee will be the one that applies. Referral Fees will not be paid for incomplete Customer Forms or for Customer Forms completed by any applicant who arrived at the Florida Chartered Website other than through a Link, even if that applicant previously had used a Link to arrive at the Florida Chartered Website. Notwithstanding the foregoing, no Referral Fees shall be earned if You are in breach of this Agreement. Affiliate Payout Schedule: "Affiliate Payout Schedule" means the schedule identifying the payment that will be made to You (and other participants in the Affiliate Program) in exchange for referrals, as set forth on the Florida Chartered Website. The Affiliate Payout Schedule may be amended by Florida Chartered from time to time. Although Florida Chartered may notify You, as a courtesy, when it revises the Affiliate Payout Schedule, it is not required to do so. Changes to the Affiliate Payout Schedule are effective once posted. You are advised to review your personal Affiliate Payout Schedule periodically, accessible from your on-line account. Payment of Referral Fees: Florida Chartered will pay to You all accrued Referral Fees within thirty (30) days following the end of each calendar month. Reporting Monthly Reporting: You will have access to real-time reports showing insurance types, traffic volumes, and revenue by accessing your on-line account at http://floridachartered.com/affiliate/index.php or by contacting Florida Chartered at ______________________. Responsibilities of the Parties Technical Operations: Except as set forth herein, as between Florida Chartered and You, each Party is solely responsible for the development, operation, and maintenance of its respective Website. Neither party shall have responsibility for the development, operation, and maintenance of the other party's Website or for materials that appear on the other's Website. Website and Content: Each party is responsible for ensuring that: (i) materials posted on its website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and (ii) materials posted on its website are not libelous or otherwise illegal. Each party must have express permission to use another party's copyrighted or other proprietary material. Neither Party will not be responsible if the other Party uses a third party's copyrighted or other proprietary material in violation of the law. If either Party suffers losses as a result of the other Party's wrongful use of a third party's proprietary material or intellectual property, the violating Party will indemnify and hold the other party harmless from all such losses (including, without limitation, attorneys' fees and expert witness fees). Both Parties must comply with, and each Party's respective Websites must not violate, any and all local, state, national or international law, regulation or treaty as well as any privacy policy that is posted on the respective Websites. Each party is solely responsible for the content and materials that are posted on its Website including, but not limited to, ensuring that they: do not violate any local, state, national or international law, statute, regulation, rule or treaty; are not inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful; do not contain viruses, Trojan horses, worms, time bombs or any other harmful code; do not violate or infringe upon the intellectual property, industrial and other proprietary rights of any third party; and do not include any content that may damage either party's reputation or goodwill. Conduct: You agree not to: breach or attempt to breach the security or authentication measures employed by Florida Chartered or its suppliers in respect of the Florida Chartered Web; provide false information to Florida Chartered and/or act or attempt to act in any false, misleading or illegal manner; disrupt or interfere with another individual's or entity's participation in the Affiliate Program; offer any individual or entity any incentive (including without limitation, any payment, rebate, discount or other benefit) to use any Link and complete a Customer Form; attempt to artificially increase the Referral Fees earned by, or payable to, You; use controversial marketing techniques including, but not limited to, sending commercial e-mail, or bulk e-mails which do not comply with the Florida Chartered email terms & conditions; or commit any act that may damage Florida Chartered's reputation or goodwill. Any violation of this Section 5.c. or of the accepted norms of the Internet community shall constitute a material breach of this Agreement. In the event of a material breach of this Agreement, Florida Chartered shall have the right to immediately terminate this Agreement. No Referral Fees shall be earned by You for any period in which You are in breach of this Agreement. Further, in the event that you are in breach of this Agreement, Florida Chartered shall have the right to withhold all unpaid Referral Fees earned prior to such breach. Termination or waiver thereof shall in no way constitute a waiver of any other Section of this Agreement. Intellectual Property Rights Ownership of Content: As between Florida Chartered and You, Florida Chartered shall retain complete ownership and control of the Florida Chartered Website, including without limitation, any content contained thereon. You shall retain complete ownership and control of Your Website(s), including without limitation, any proprietary content contained thereon. Ownership of User Data: Florida Chartered shall retain complete ownership and control of all information that Florida Chartered collects through the Florida Chartered Website. Florida Chartered also shall retain complete ownership and control of information collected on Your Website as part of the Florida Chartered lead process. Florida Chartered License: Florida Chartered grants You a non-exclusive, non-transferable, revocable right to use the Links and other materials made available to You by Florida Chartered (collectively, the "Licensed Materials") during the term of this Agreement, in conjunction with Your Website, in accordance with the terms and conditions of this Agreement and any guidelines for Your use of the Licensed Materials that may be provided by Florida Chartered from time to time ("Guidelines"). You may use the Licensed Materials solely for the following purposes: (1) identifying Your Website as a participant in the Affiliate Program; and (2) providing Links to the Florida Chartered Website from Your Website. Acknowledgement; Restrictions: You acknowledge that the Licensed Materials may contain trademarks, trade names, service marks, characters or logos owned, controlled, or licensed by Florida Chartered or by any affiliate of Florida Chartered (collectively, the "Florida Chartered Marks") and agree that: (i) You shall not use the Florida Chartered Marks in a manner likely to diminish their commercial value; (ii) You shall not permit any third party to use the Florida Chartered Marks; (iii) You shall not use or permit the use of any mark, name, or image likely to cause confusion with the Florida Chartered Marks; (iv) all goodwill associated with any use of the Florida Chartered Marks shall inure to Florida Chartered; (v) the Florida Chartered Marks are and shall remain the sole and exclusive property of Florida Chartered; and (vi) nothing in this Agreement shall confer in You any right of ownership in the Florida Chartered Marks, and You shall not make any representation to that effect, or use the Florida Chartered Marks in a manner that suggests that such rights are conferred. You agree not to register or attempt to register any brand, names, marks, or other elements of the Links, the Licensed Materials or the Florida Chartered Marks as a trademark, service mark, Internet domain name, trade name, or any similar trademarks or name, with any domestic or foreign governmental or quasi-governmental authority. Florida Chartered hereby represents and warrants that it has the right to all Licensed Materials and that such Licensed Materials do not infringe on any intellectual property rights of any third party. Florida Chartered shall indemnify and hold You harmless for any claims by third parties regarding the use of the Licensed Materials, including paying for all attorney’s fees. Third Party Property: All images, trademarks, service marks, product names, company names or logos appearing on the Florida Chartered website are the property of their respective owners. Any use of such materials, other than the Licensed Materials, including the reproduction, modification, distribution or republication of same, without the prior written permission of the applicable owner, is strictly prohibited. Reservation of Rights: All other rights in Licensed Materials are reserved by Florida Chartered. Florida Chartered reserves the right to review any approved use of the Licensed Materials and to require changes in such further use, and You agree to immediately comply with any such requirements. In the event that Florida Chartered, at any time and for any reason or no reason, requests in writing that You stop using any Licensed Material, You shall promptly comply with such request. Affiliate License: You agree that Florida Chartered may list You as a participant in the Affiliate Program. You must provide Florida Chartered with a logo or other trademark (an "Affiliate Mark") to be used in conjunction with any such listing. By doing so, you grant Florida Chartered a non-exclusive, non-transferable, revocable right to use that Affiliate Mark when listing participants in its Affiliate Program and for no other purpose. You hereby grant to Florida Chartered a non-exclusive, non-transferable, worldwide, royalty-free license to use Your trade names, logos, trademarks and service marks listed on Your Enrollment Form on the Florida Chartered website. Confidentiality "Confidential Information" means all information and materials provided by one Party (“Discloser”) to another Party (“Recipient”) which: (i) are designated in writing, as confidential at the time of disclosure, or (ii) if disclosed orally or visually, are designated in writing, as confidential, within thirty days of disclosure, or (iii) if a reasonable person, having regard to the circumstances, would regard such as confidential. All Confidential Information provided is provided on an "AS IS" basis, and the Discloser makes no representation or warranty with respect to it. Without limiting the foregoing, representations and warranties with respect to its accuracy, completeness or non-infringement of trade-marks, patents, copyrights or any intellectual property rights or other rights of third persons are specifically excluded. Recipient will use the Confidential Information only for the purpose of fulfilling its obligations under this Agreement and only in accordance with this Agreement and will not use, manipulate or exploit the Confidential Information in any other manner or disclose it to any third party. Publicity: Neither Party will issue any written or oral announcement, press release, or other public release of information that contains information about this Agreement or the Affiliate Program without the prior written consent of the other Party. Non-Exclusivity By accepting this agreement, You acknowledge and agree that Florida Chartered may operate one or more websites that are competitive with Your Website. The parties hereby acknowledge and agree that the rights granted hereunder are not exclusive and Florida Chartered shall have the right at all time to grant the same or similar rights to other parties. By accepting this agreement, Florida Chartered acknowledges and agrees that You may operate one or more websites that are competitive with Florida Chartered's website and Your own websites. The parties hereby acknowledge and agree that the rights granted hereunder are not exclusive and that You shall have the right at all times to grant the same or similar rights to other parties. Term and Termination Term: The term of this Agreement (the "Term") will begin once Florida Chartered has sent to You notice that You have been accepted in the Affiliate Program and will continue for a period of twelve (12) months thereafter unless earlier terminated, renewed or extended in accordance with the terms of this Agreement. Automatic Renewal: This Agreement will renew automatically for successive six-month periods unless either party gives written notice to the other party of its intent not to renew no less than thirty (30) days prior to the end of the previous term. Termination. Florida Chartered or You may terminate this Agreement at any time, with or without cause upon notice. Either party may terminate this Agreement if the other party makes an assignment of assets for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to applicable bankruptcy laws or debtor's moratorium. PLEASE NOTE THAT WHILE YOU ARE IN BREACH OF THIS AGREEMENT YOU ARE NOT ENTITLED TO EARN OR ACCRUE REFERRAL FEES. Effect of Termination: Sections 3.c., 6.a., 6.b., 6.d., 6.e., 7, 9.d., 10, 11 and 13 will survive the termination or expiration of this Agreement for any reason. Upon termination or expiration of this Agreement for any reason, each party shall return to the other party any and all Confidential Information of the other party in its possession or control. Upon termination of this Agreement, You will stop using the Licensed Materials, remove Licensed Materials from Your Website, destroy all Confidential Information disclosed to You by Florida Chartered and furnish to Florida Chartered, as soon as reasonably practicable, a certificate attesting to such destruction. Upon termination of this Agreement, Florida Chartered will stop listing You as a participant in the Affiliate Program, using any Affiliate Mark and pay any Referral Fees earned in accordance with Section 3 that remain unpaid as of the date of termination. Warranties, Disclaimers and Limitation of Liability Affiliate Warranties: You hereby represent and warrant that: (i) You have full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with its terms; (ii) You have taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement; (iii) this Agreement including your completed Enrollment Form, if accepted by Florida Chartered, constitutes a valid and legally binding obligation of You enforceable against You in accordance with its terms, subject only to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of the rights of creditors generally; (iv) Your Enrolment Form was, when submitted to Florida Chartered, and continually since then, true and accurate; and (v) You and Your Website are in compliance with all applicable laws, statutes, rules or regulations (local, state, national or international). Florida Chartered Disclaimer: Florida Chartered EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO THE Florida Chartered WEBSITE OR THE AFFILIATE PROGRAM OR OTHERWISE ARISING FROM THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF QUALITY, PRODUCTIVENESS OR ACCURACY. THE EXPRESS TERMS OF THE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE, CUSTOM, USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. IF ANY JURISDICTION HAVING APPLICABILITY TO THIS AGREEMENT DOES NOT PERMIT ANY SUCH EXCLUSION OR LIMITATION: (A) EACH WARRANTY WHICH CANNOT BE EXCLUDED SHALL BE LIMITED IN TIME TO THE SIXTY (60) DAYS FROM ACCEPTANCE OF THIS AGREEMENT BY Florida Chartered; AND (B) Florida Chartered's TOTAL LIABILITY TO YOU FOR BREACH OF ANY OR ALL SUCH WARRANTIES SHALL BE LIMITED TO THE AMOUNT SET FORTH IN SECTION 10.c. OF THIS AGREEMENT. Florida Chartered MAKES NO WARRANTY THAT THE OPERATION OF THE Florida Chartered WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. Limitation of Liability: IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF Florida Chartered (INCLUDING TO EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS) TO YOU, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE AFFILIATE PROGRAM OR THE Florida Chartered WEBSITE, EXCEED $100.00. THE FOREGOING PROVISION LIMITING THE LIABILITY OF Florida Chartered (INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS) SHALL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR A BREACH OF A FUNDAMENTAL TERM OR CONDITION. Florida Chartered SHALL NOT BE LIABLE TO YOU OR TO ANYONE CONNECTED WITH YOU IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT. THIS LIMITATION SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR WHETHER Florida Chartered (OR ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Indemnification You agree to indemnify and hold Florida Chartered and its employees, directors, agents, suppliers or subcontractors harmless from any and all claims, suits, losses, damages and expenses (including legal fees and expenses) incurred in connection with any claims, demands and other liabilities asserted against any of them as a result of You using the Licensed Materials or any breach by You of any provision of this Agreement. Florida Chartered agrees to indemnify and hold You and your employees, directors, agents, suppliers or subcontractors harmless from any and all claims, suits, losses, damages, and expenses (including legal fees and expenses) incurred in connection with any claims, demands and other liabilities asserted against any of them as a result of Florida Chartered's Licensed Materials or any breach by Florida Chartered of any provision of this Agreement. Modifications to this Agreement From time to time, Florida Chartered may, in its sole discretion, modify any of the terms and conditions contained in this Agreement by posting the revised version to the Florida Chartered website. You are advised to check the Florida Chartered website periodically. IF THE REVISED VERSION OF THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A REVISED AGREEMENT ON THE Florida Chartered WEBSITE WILL CONSTITUTE ACCEPTANCE OF THE CHANGE. General Provisions Independent Contractors: The parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee or agent of the other or enter into any agreement on the other's behalf of or in the other's name. Compliance; Taxes; Expenses: In its performance of this Agreement, each party will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, each party will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement. Except as expressly provided herein, each party will be responsible for all costs and expenses incurred by it in connection with the negotiation, execution and performance of this Agreement. Force Majeure: Neither Florida Chartered or You will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event. Notices: Any notice given pursuant to this Agreement shall be in writing. Notices sent to You will be sent by e -mail to the contact listed on Your Enrollment Form. Notices sent to Florida Chartered will be sent to: msajdak@Florida Chartered.com. Once sent by e-mail, notices are deemed to be received on the following business day. Either party may designate a different e-mail address by notice to the other given in accordance herewith. Assignment: You may not assign this Agreement, by operation of law or otherwise, without Florida Chartered's 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. Waiver: The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. Entire Agreement; Severability: If accepted by Florida Chartered, this Agreement including your completed Enrollment Form represents the entire Agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter. Each provision of this Agreement is independent of and severable from each other provision. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions of this Agreement shall remain valid and enforceable. Choice of Law and Forum: This Agreement will be governed by the laws of the United States and the State of Colorado, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Arapahoe County, Colorado. Headings: The headings and subheadings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THEM.