Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate of the IUL Insiders Affiliate Marketing Program, and the establishment of hypertext links from your Website to www.IULinsiders.com for the purpose of you earning Referral Commissions from Qualifying Referrals of third parties who have navigated from your website to www.IULinsiders.com via said hypertext links.
1. Definitions
As used in this Agreement, “we,” “us,” “IUL Insiders,” or “IULinsiders.com” means IUL Insiders LLC, a Utah limited liability company, and “you,” “your,” or “Affiliate” means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications.
“Affiliate Marketing Program” means the program managed by or on behalf of IUL Insiders by which participating entities place links on their Website that connect to the IULinsiders.com website and for which a Referral Commission is earned.
The term “Qualifying Subscription” used in this Agreement mean a IULInsiders.com paid subscription purchased by users during a visit to IULinsiders.com following navigation to the designated URL on IULinsiders.com through a hypertext link from you under this Affiliate Marketing Program.
“Net Proceeds” means the gross proceeds received by IULinsiders.com from Qualifying Subscriptions on IULinsiders.com.
The terms “Referral Fee” or “Referral Commission” used in this Agreement mean moneys duly earned by, payable to, or previously paid to the Affiliate in regard to the aggregate Net Proceeds received from Qualifying Subscriptions made at IULinsiders.com under the terms of this Agreement and the Affiliate Marketing Program, and acknowledged as such by IULinsiders.com at its sole discretion.
2. Term Of The Agreement
The term of this Agreement (the “Term”) will begin upon our acceptance of your application to enroll your site in the IULinsiders.com Affiliate Marketing Program, such application signifying your acceptance of this Agreement, and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days’ notice. This Agreement may be terminated immediately upon notice for your breach of this Agreement.
3. Promotion
IUL Insiders shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate Website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s Website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
IULinsiders.com will make available to you a variety of graphic and textual links (the “Links” collectively, or “Link” individually) in order to link the Promotional Materials to IULinsiders.com. You and we will cooperate in good faith to implement such Links. Each Link will permit recipients to navigate directly to a page on the IULinsiders.com website designated by us via a special tagged link format.
You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
4. Use of Promotional Materials
Your use and display of the Promotional Materials on Affiliate’s Website shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, logos, textual or other materials to promote IUL Insiders’s website, products or services other than the Promotional Materials, unless IUL Insiders agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting IUL Insiders’ website (and the products and services available thereon), and for linking to IUL Insiders’ website.
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by IUL Insiders. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from IUL Insiders for such alteration of modification.
d. The Promotional Materials will be used to link only to IUL Insiders’ website, to the specific page and address as specified by IUL Insiders.
e. You are also not able to use any sort of marketing tactic that does not follow FTC guidelines. This includes but is not limited to implied impressions, testimonials that are not documented, money claims, or anything that would imply that purchasing IUL Insiders CRM or Products will guarantee results.
5. Forbidden Actions
This Agreement will be terminated without notice if, in its sole discretion, IULinsiders.com determines that the Affiliate has breached any or all of the following explicitly prohibited actions. THE AFFILIATE WILL FORFEIT ANY ACCUMULATED REFERRAL COMMISSIONS IF THE AGREEMENT IS TERMINATED UNDER THIS PROVISION.
Click Fraud: Affiliate shall not, either directly or indirectly, act, encourage or require users to click on links to IULinsiders.com and/or generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.
Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information.
Own Purchases: Affiliate shall not use their own affiliate link in order to receive commissions on their own purchases.
6. Referral Fees
IULinsiders.com will pay you a Referral Commission equal to twenty percent of the aggregate Net Proceeds received from Qualifying Subscriptions made at IULinsiders.com so long as you maintain your subscription with IUL Insiders. This percentage is subject to change by the IUL Insiders at any time. Notification to Affiliate of any change in commission percentage will be given by IUL Insiders at the email address of record for Affiliate.
Referral Commissions will also be payable on subsequent subscription renewals made to customers during the Term of the Agreement who previously purchased a Qualifying Subscription through a hypertext link from you under this Affiliate Marketing Program.
IULinsiders.com shall track users who access IULinsiders.com from the Affiliate’s website via an affiliate link with a cookie containing the Affiliate’s identification, and that expires thirty (60) days following said visit. The cookie containing the Affiliate identification will be replaced with the cookie of another affiliate if the user subsequently accesses IULinsiders.com from the link of the other affiliate. A Qualifying Subscription purchased prior to the expiration of the cookie will be attributed to the Affiliate link provider whose Affiliate identification is recorded in the cookie associated with that website user.
You are only eligible to earn a Referral Commission on sales occurring during the Term, and Referral Commissions earned through the date of termination will remain payable only if the Qualifying Subscription is not canceled.
7. Reporting
Payments hereunder will be in accordance with reports made available on the IULinsiders.com website of Qualifying Subscriptions for which Referral Fees are payable.
8. Payments
Referral Fees will be paid on a monthly basis. Each “Referral Payment” will be sent to you on or about the 30th of each month.
If, during any calendar month, your Referral Payment does not exceed one hundred dollars ($100.00), then you may not receive payment until the following calendar month during which your aggregate Referral Payment equals or exceeds said amount or until the termination of this Agreement, whichever occurs earlier.
Any Referral Payments made to Affiliate will be made via PayPal.
No payment will be made to Affiliate for subscriptions that are cancelled or refunded and, at its own discretion, IULinsiders.com may elect to withhold payment for a reasonable time to ensure against cancellations or refunds.
Affiliate shall be responsible for all taxes associated with the receipt of any payments
9. Representations and Warranties; Limitation of Liability
Each of us hereby represents and warrants that:
· it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
· it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
· the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
10. Disclosure
a. Affiliate must use a disclaimer, "Disclosure: I am an independent IUL Insiders Affiliate, not an employee. I may receive referral payments from purchases made on their website. The opinions expressed here are my own and are not official statements of IUL Insiders." on any and all pages leads will land prior to the Affiliate's unique link, (landing pages, bridge pages, etc.)
NO WARRANTY; NO LEADS. IUL Insiders does not promise, guarantee, or warrant your business success, income, or sales. You understand and acknowledge that IUL Insiders will not at any time provide sales, leads, or referrals to you. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as you determine in your sole discretion.
IULinsiders.com will remain solely responsible for the operation of the IULinsiders.com website, and you will remain solely responsible for the operation of your Website. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control. Each party, subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.
EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT IULinsiders.com MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
NEITHER IULinsiders.com NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT.
IULinsiders.com’s ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.
10. Fulfillment and Policy
IULinsiders.com will be solely responsible for fulfilling all subscriptions for its products and services and for its payment processing.
Customers who buy subscriptions through the Affiliate Marketing Program will be deemed customers of IULinsiders.com.
To protect the privacy of IULinsiders.com’s customers, the names of and other personally identifying information about customers will not be provided to you. All information about customers and users collected by IULinsiders.com shall be owned solely and exclusively by IULinsiders.com.
Affiliate shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorized to bind the IULinsiders.com in any way, and shall not do any act or otherwise conduct itself in such manner which might reasonably create the impression that the Affiliate is so authorized. Affiliate shall not make or enter into any contracts or commitments or incur any liability for or on behalf of IULinsiders.com. Breach of the provisions of this clause shall allow IULinsiders.com to immediately terminate this Agreement without notice.
All rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.
11. Intellectual Property Rights
IUL Insiders hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement, to establish hyperlinks between yours and our websites, and to use IULinsiders.com’s trade names, logos, trademarks and service marks (the “IUL Insiders Marks”) on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other materials or usages containing any of the IUL Insiders Marks will be subject to IULinsiders.com’s prior written approval. The term of the License shall expire upon the expiration or termination of this Agreement.
IUL Insiders retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License.
12. Indemnification
We agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third-party intellectual property rights of editorial content or other materials provided by us for display on your site.
You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third-party intellectual property rights of editorial content or other materials of your site.
13. General Provisions
a. You and we will each monitor and periodically test the general availability and operation of our respective websites.
b. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
c. In its performance of this Agreement and in the operation each party’s respective websites, you and we each 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, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this agreement.
d. Neither you nor we will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written to the other and will use commercially reasonable efforts to minimize the impact of the event.
e. You may not assign this Agreement, in whole or in part, 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.
f. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
g. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
h. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.
14. Termination
This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated as provided below.
Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
15. Jurisdiction
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Utah. Any action to arising hereunder will be brought in the federal or state courts, located in Salt Lake County, State of Utah.
16. Service Of Notices
Any notices under this agreement will be given in writing. Notices may be given by electronic mail to [email protected] and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via certified mail, return receipt requested, to IUL Insiders, 837 East 1200 South, Orem, Utah
84097.