Access Health Partners - Health Insurance - Affordable Health Coverage

Affiliates

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Affiliate Agreement This Affiliate Agreement ("Agreement") contains the terms and conditions that apply to your participation as an affiliate (“you” or "Affiliate") in the Access Health Partners, LLC (the “Company”) Affiliate Program. Affiliate acknowledges that it may participate in the Company Affiliate Program only under the terms and conditions set forth below, and that subsequent to Company accepting this Agreement, Company will, in its sole discretion, determine whether or not to accept Affiliate into Company’s Affiliate Program. By submitting an application to become an Affiliate, you warrant that you have read and understand this Agreement, and you agree to be bound by it. To begin the enrollment process, you must submit a complete Affiliate Program Application via the Company Web site. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right in our sole and absolute discretion, to accept or reject your application for any or for no reason whatsoever. Upon notice of acceptance of your application, this Agreement shall be effective between you and the Company (“us” or “we”). If we reject your application you will not be able to participate in the Company Affiliate Program. 1. Definitions. Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, for purposes of this Agreement, the following definitions apply: "Advertising" or "Advertisements" means any and all banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet that promote Company Products or Services and that contain a Link to the Company Site. “Affiliate” means any person or entity that has submitted an Affiliate Program Application and has been accepted for participation in the Company Affiliate Program in accordance with the terms of this Agreement. “Company Brand Features” means Company trade names, trademarks, service marks and/or logos authorized by Company. "Company Products and Services" means those proprietary products and services currently offered on the Company Site, which currently consists of an Association Membership, and any proprietary products or services as may be offered at a future date on the Company Site during the Term of this Agreement. “Company Products and Services” does not include products and services offered by third parties on or through the Company Site. “Company Site” means the Company Internet site currently located at www.AccessHealthPartners.com , or any page, section, subsection or sub directory thereof, and any other additional, substitute or successor site that may be designated by Company under this Agreement. "Customer" means any person or entity who (i) successfully purchases an Association Membership (ii) using a Link and (iii) through such Link provides a valid email address and valid credit card information to facilitate such purchase via the Company Site, and (iv) provided that the person or entity has not previously purchased a product or service through the Company Site. “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the Company Site that is embedded in an Advertisement and that identifies consumers that become Customers via the Advertisement. “Referral Fee” is defined in Section 4.1. “Term” is defined in Section 2.1. 2. Term and Termination. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party in writing or by email. The Term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) either party may terminate this Agreement immediately by giving notice to the other party; or (ii) Affiliate agrees and acknowledges that if Affiliate breaches any provision of this Affiliate Agreement Company may immediately terminate Affiliate from the Affiliate Program. Upon termination of this Agreement, Affiliate must immediately remove from Affiliate's Web site(s) and cease using any Advertising or Links. Following termination of this Affiliate Agreement, Affiliate agrees to refund any amounts that were earned from Company in breach of this Agreement. Upon termination of this Agreement, Affiliate shall immediately cease serving or using Advertisements. No Referral Fees or bonuses shall be due with respect to Customers who register after the date of termination. We reserve the right to withhold your final payment for up to 120 days as necessary to calculate properly any amount due to you. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of this Agreement. Sections 5.5 and 8-21 of this Agreement, inclusive, and the provisions of this Agreement that impose obligations on Affiliate, shall survive any termination of this Agreement. Company may terminate Affiliate from its Affiliate Program and Affiliate will forfeit all monies resulting therefrom if: (a) Affiliate has become or is likely to become subject to litigation or other regulatory legal action that may adversely affect Company’s business; (b) Affiliate sends unsolicited emails to Company users, provides false account information, or falsely or wrongfully increases the amount of Referral Fees payable; or (c) Affiliate does not comply with any provision of this Agreement. 3. Obligations of Company. Upon acceptance of your application, you will have the ability to enter the password-protected site for the Affiliate Program ("Affiliate Program Site"). The Affiliate Program Site will contain certain sales reports and traffic information related to your affiliate relationship with Company. These reports will contain estimates of (i) the number of Internet user click-throughs to the Company Site from use of Advertising and (ii) the Referral Fees payable to you pursuant to Section 4.1, below. Affiliate acknowledges that there may be delays in the reporting of information and the Referral Fees paid to you, and adjustments for chargebacks may be made after reporting of any sale. 4.Referral Fee. During the Term of this Agreement, Company shall pay you a fee ("Referral Fee") for each new Customer you deliver as of the last day of the month, as documented on the reporting system located on the Affiliate Program Site. Company reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent sales, fraudulent or automated clicks or intentional manipulations of the registration or sales process, all as determined in our discretion. In addition to all other remedies available to us, we shall have the right to refuse to make any payment to you with respect to any Customer that we determine was obtained as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Referral Fee pricing schedule set forth in the Company Payment Schedule located on the Company Affiliate Site and in Exhibit A in this document. Company reserves the right to change the Referral Fees payable hereunder by providing email notice to you and/or reflecting such changes on the Company Payment Schedule. Any decrease to the Referral Fees shall become effective immediately after notice to you or posting of the new Referral Fee on the Company Payment Schedule. Company shall cause to be paid to you any such Referral Fees approximately on the 20th day of the month after the month during which they were earned. Notwithstanding anything herein to the contrary, there may be up to 14 days of delay in between the reporting of a sale and the reporting of Affiliate’s Referral Fee through Affiliate’s Account page in our service, and adjustments for chargebacks may be made up to 40 days after the reporting of the purchase. 5. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE AFFILIATE PROGRAM. WITHOUT LIMITING THE FOREGOING, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT, BUT IN NO EVENT GREATER THAN $25,000. 6. Relationship of Parties. Affiliate and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on Company’s behalf. Affiliate will not make any statement, whether on the Affiliate’s site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, taxes, employees, sales representatives and agents. 7. Confidentiality. Affiliate acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business, plans, customers, technology, products and services that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Customers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Company. Affiliate agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Affiliate shall take every reasonable precaution to protect the confidentiality of such information. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties, will not be considered confidential information hereunder. 8. Reservation of Rights. Company reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Company retains all right, title, and interest in and to the Company Brand Features and the Company Site, together with all Intellectual Property Rights thereto. 9. Program Information. Company will own all right, title and interest in and to all information that is created or collected in the operation of the Company Site including, without limitation: (i) any contact information collected from any Customers (the "Contact Information"); and (ii) any information collected about product or services sales at the Company Site generated through the Affiliate Link(s) (the "Sales Information"). Company may make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without Company’s prior approval and not use such Sales Information without the approval of Company. 10. Order of Precedence. In the event of an inconsistency between other agreements between Company and Affiliate (if any), and this Agreement, this Agreement will control. 11. Miscellaneous. This Agreement shall be treated as though it were executed and performed in Ocoee, Florida, and shall be governed by and construed in accordance with the laws of the State of Florida (without regard to conflict of law principles). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. This Agreement may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. If any provision of this Agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and unenforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing. Our rights under this Agreement shall survive any termination of this Agreement. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement. Notices may be made by Company by email or through posting on the Company Site. Notices and other communications to you, as required or permitted to be given hereunder, that are posted on the Company Site and/or otherwise e-mailed to the e-mail address provided in your application, shall be deemed effective upon posting or e-mailing. Notice or other communications to Company shall be sent by e-mail to info@AccessHealthPartners.com and shall be deemed effective one business day after e-mailing. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Company and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Company and Affiliate with respect to the subject matter hereof. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older. This Agreement constitute the entire agreement between Company and Affiliate and govern participation in the Affiliate Program, superseding any prior or contemporaneous agreements between Company and Affiliate. 12. Arbitration. Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof and the enforceability of this arbitration clause), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential binding arbitration in Ocoee, Florida except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Florida (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules of JAMS in existence at the time of the commencement of the arbitration. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party shall bear its own attorneys’ fees, costs, and expert witness fees. Each party shall bear one-half of the arbitration fees and arbitration costs incurred through JAMS. 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) 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 REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 14. Acknowledgment. BY APPLYING FOR THE COMPANY AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT. [Signature- Affiliate acknowledges its agreement to this Affiliate Agreement by clicking on the appropriate section of the Company site agreeing to the terms and conditions contained herein.] By clicking the button below, you have read and acknowledge agreement to these terms.