QuoteJuice, Inc., a Georgia corporation (the “Corporation”) operates the www.quotejuice.com web site (the “Target Site”).  Corporation offers the QuoteJuice Affiliates Program (the "Program"), through which approved individuals or companies who may operate their own web sites and/or subscription e-mail services ("Affiliates") are granted a limited, non-exclusive right:

1. to advertise and promote the Target Site in a manner in compliance with these Terms of Use,
2. to post or circulate one or more specially “tagged” and approved graphical or textual internet hyperlinks to the Target Site, and
3. to direct visitors to the Target Site.  

These Terms of Use contain the complete terms and conditions that apply to an Affiliate’s participation in the Program. 

Affiliates are offered the opportunity to earn a commission for referring to the Target Site visitors who produce a “Submitted Application” to an insurer with which Corporation is appointed to write health insurance coverage. 

Any compensation payable by Corporation to an eligible Affiliate shall not be construed as an insurance commission as the purchase of an insurance policy is not a condition necessary to earn Affiliate compensation.

Affiliate Approval

To be considered for approval as an Affiliate the prospective Affiliate must submit a complete application via a web site specified by Corporation. Corporation shall evaluate this application and notify the prospective Affiliate in writing (by e-mail or otherwise) of acceptance or rejection into the Program.  A prospective Affiliate must be approved by Corporation, at its sole discretion, before any rights under this Terms of Use as an Affiliate are granted. 

As part of the application to participate in the Program, the prospective Affiliate must acknowledge its understanding and acceptance of these Terms of Use by clicking through the “acceptance” icon.  The rights and responsibilities outlined in these Terms of Use shall only apply to approved Affiliates who accept these Terms of Use. 

Authorization

In a manner consistent with the terms and conditions of these Terms of Use, an approved Affiliate is granted by Corporation a revocable, non-exclusive, non-transferable and non-sublicensable license to advertise and promote the Target Site, to post or circulate one or more approved Links to the Target Site, and to otherwise direct visitors to the Target Site.

Special Links

Corporation will provide Affiliate with guidelines and links to use in linking to the Target Site. To permit accurate tracking, reporting, and commission accrual, Corporation will provide Affiliate with special "tagged" link formats to be used in all links between Affiliate’s web site or newsletter and the Target Site. The Affiliate must ensure that each of the links to the Target properly utilizes such special link formats. Links to the Target Site placed on the Affiliate’s site pursuant to these Terms of Use and which properly utilize such special link formats are referred to as "Special Links." Affiliate will earn commissions only with respect to activity on the Target Site occurring directly through Special Links; Corporation will not be liable to Affiliate with respect to any failure by Affiliate to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to Affiliate pursuant to these Terms of Use.

Limited License

Corporation grants the Affiliate a nonexclusive, revocable right to use the Special Links and such other text or images for which Corporation grants express permission, solely for the purpose of identifying the Affiliate web site or newsletter as a Program participant and to assist in generating sales. The Affiliate may not modify the Special Links or any other Program images or text, in any way. Corporation reserves all of its rights in the Special Links, other Program images, trade names and trademarks, and all other intellectual property rights. Corporation may revoke the Affiliate license at any time by giving it written notice.  Affiliate shall use the Special Links and other tangible or intangible property of Corporation solely in connection with the Program and for no other purpose whatsoever.

Responsibility for Your Site

The Affiliate will be solely responsible for the development, operation, and maintenance of its web site and newsletter and for all materials that appear therein. This includes but is not limited to:

1.      the technical operation of the Affiliate web site and newsletter and all related equipment,

2.      ensuring that materials posted on Affiliate’s site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights),

3.      ensuring that materials posted on your site are not libelous or otherwise illegal, and

4.      ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters.

Indemnification

Affiliate shall indemnify and hold harmless Corporation and its affiliates from and against any and all liabilities, losses, damages, costs, expenses (including without limitation reasonable attorneys' fees and court costs), interest, penalties or other loss directly or indirectly arising out of, in connection with or with respect to any breach of this Agreement or any fraudulent, criminal, negligent and/or bad faith acts or omissions by Affiliate or its officers, employees and agents with respect to the obligations and duties under this Agreement.  Further, Affiliate will indemnify and hold Corporation harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Affiliates website or any statements made regarding the Corporation on Affiliate’s web site.

Prohibited Conduct

The Affiliate shall not engage in an unlawful, inappropriate, misleading or deceptive conduct (“Prohibited Conduct”).  Behavior that constitutes Prohibited Conduct shall be determined at the sole discretion of Corporation and includes but is not limited to the following:

1. Affiliate may not violate the CAN SPAM Act of 2003 or any other applicable law or statute which applies to commercial e-mail advertising.
2. The Affiliate may not post any messages relating to Corporation and its products to newsgroups, blogs, micro-blogs, chat rooms, bulletin boards or any other places unless expressly approved in writing from Corporation. 
3. The Affiliate may not use links, images or copy to link to the Target Site other than approved Special Links.
4. The Affiliate is prohibited from editing Program Special Links, images or copy.
5. The Affiliate may not link to the Target Site unsuitable web sites or newsletters.  Unsuitable web sites or newsletters include, but are not limited to, those that contain or promote:
1. explicit, vulgar or obscene language or materials,
2. sexually explicit images or otherwise offensive content,
3. adult services, such as phone sex or escort services,
4. violence,
5. discrimination based on race, sex, religion, nationality, disability, or age,
6. illegal activities, or
7. any program, file, data stream or other material which contains viruses, worms, “Trojan horses”, spyware, adware or any destructive feature, regardless of whether damage is intended or unintended.
6. The Affiliate may not cause or enable links to the Target Site to be made in a manner other than in good faith using methods which include but are not limited to JavaScript popup window or redirects, robots, iframes or other devices or programs.
7. The Affiliate may not provide compensation, benefits, or incentives of any kind, including, but not limited to, points, cash, contest entries, or rewards, to encourage a user to click on an advertisement or to complete a form.
8. The Affiliate may not use misleading or deceptive means to encourage members of the public to visit the Target Site.
9. The Affiliate may not use "quotejuice.com" or variations or misspellings thereof in their domain names.
10. The Affiliate may not include on its web site or in its newsletter any content that would infringe upon the intellectual property rights of Corporation or any third party.
11. The Affiliate may not maintain a look and feel of its web site or newsletter that creates the impression that it is part of the Target Site or property of the Corporation.

Acknowledgement

Affiliate acknowledges that, by participating in the Program and placing any Special Links within its web site or newsletter, Corporation may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for Corporation access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notices.

Compensation

Corporation will pay Affiliate a commission for each valid “Submitted Application.” 

An application is a "Submitted Application" if a visitor to the Target Site:

1. is a bona fide potential customer currently in the market for medical insurance and has no arrangement or other agreement with Affiliate to complete an application solely to generate a commission payment for Affiliate (as reasonably determined by Corporation),
2. completes an application for insurance, in its entirety, including the subsequent submission of any records or information requested by the insurer’s underwriter,
3. clicks "apply" or undertakes whatever action is required to transfer the application and any additional information to the insurer for underwriting, and
4. the application names Corporation or its designated agent as the writing agent.

The dollar amount of commissions are published periodically. Contact your account executive for the current commission schedule.

Corporation shall have the right to withhold commissions and offset them against any amounts due to Corporation from Affiliate as a result of the indemnification provisions of the Affiliate Agreement or as a result of the discovery that any potential customer is not bona fide as defined above.

Commission Schedule

Corporation will pay the Affiliate any commissions earned on a monthly basis, provided that its account is currently greater than $100.  Accounts with less than $100 will roll over to the next month, and will continue to roll over monthly until a balance of $100 is reached.  Payment will be made within 30 days after the close of the month. Corporation reserves the right to charge back the Affiliate’s account any previously paid commissions for an application that is determined to have not met the requirements to be a Submitted Application.

Term of the Agreement

The term of these Terms of Use will begin upon the approval of the prospective Affiliate’s Program application by Corporation and will end when terminated by either party. Either the Affiliate or Corporation may terminate these Terms of Use at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of these Terms of Use for any reason, the former Affiliate will immediately cease use of, and remove from its web site or newsletter, all links to Target Site, and all Corporation trademarks, trade dress, and logos, and all other materials provided by or on behalf of Corporation to the former Affiliate pursuant hereto or in connection with the Program.

Upon Termination of this Agreement  

Upon termination of this Agreement, any outstanding payments (inclusive of payments due for completed applications received after termination from referrals made prior to termination) shall be paid by Corporation to Affiliate within 90 days of the termination date, and any outstanding debit balance shall be paid by Affiliate to Corporation within 30 days of termination of this Agreement. All payments are subject to recovery for charge-backs. No payments shall be due to Affiliate for any completed applications submitted more than 90 days after termination.  Upon termination of this Agreement, any authority granted to Affiliate under this Agreement will terminate, and Affiliate must immediately remove all Links to the Corporation’s web site. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

Modification

Corporation may modify any of the terms and conditions contained in these Terms of Use, at any time and in its sole discretion, by posting a change notice or a new agreement on its site. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE PARTICIPATION IN THE PROGRAM. THE AFFILIATE’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW TERMS OF USE ON THE CORPORATION’S SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

An approved Affiliate is an independent contractor of Corporation.  Nothing in these Terms of Use will create any partnership, joint venture, agency, franchise, sales representative, agency relationship or employment relationship between the parties. The Affiliate shall have no authority to make or accept any offers or representations on behalf of Corporation. The Affiliate shall not make any statement, whether on its web site, in its newsletter or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability

CORPORATION SHALL NOT BE LIABLE TO AFFILIATE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF CORPORATION HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  CORPORATON SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON‑INFRINGEMENT OF THEIR PARTY RIGHTS.  NOTWITHSTANDING THE FOREGOING, CORPORATION’S TOTAL LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE LESSER OF (i) AFFILIATE’S PROVEN DIRECT DAMAGES; OR (ii) THE AGGREGATE AMOUNT OF ANY COMPENSATION PAID TO AFFILIATE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM SERVICE.  THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.

Disclaimers and Independent Investigation

Affiliate acknowledges that Corporation has made no warranties or representations, oral or in writing, regarding the potential compensation to be earned by Affiliate through the Program.  Affiliate has independently investigated the Program and has been afforded an opportunity to ask questions and receive all information reasonably necessary to enable Affiliate to make an informed decision regarding participation in the Program. 

 Arbitration

In the event of any dispute or difference between Affiliate and Corporation with respect to the subject matter of this Agreement or the enforcement of rights hereunder, either party may, by written notice to the other, require such dispute or difference to be submitted to arbitration.  The arbitrator or arbitrators shall be selected by agreement of the parties or, if they cannot agree on an arbitrator or arbitrators within thirty (30) days after the notice of such party's desire to have the question settled by arbitration, then the arbitrator or arbitrators shall be selected by the American Arbitration Association (the "AAA") in Atlanta, Georgia.  The determination reached, or award granted, in such arbitration shall be final and binding, to the extent not in violation of law or public policy, on all parties hereto without any right of appeal or further dispute.  Enforcement of the arbitration award or determination may be sought in any court of competent jurisdiction.  The arbitrators shall not be bound by judicial formalities and may abstain from following the strict rules of evidence.  Unless otherwise agreed by the parties, any such arbitration shall be conducted in accordance with the rules of the AAA.

In the event of any litigation or arbitration as provided under this Agreement, or the enforcement of rights hereunder, each party shall bear its own costs and expenses relating to such litigation or arbitration, including reasonable attorney's fees and expenses, unless otherwise provided by the arbitration award or determination.

The terms and conditions of this Section shall survive the termination of this Agreement.

 Miscellaneous

            Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia.

             Waiver.  The forbearance or neglect by either party to insist upon strict compliance with any of the provisions of this Agreement, or to declare a forfeiture or termination, shall not be construed as a waiver of any right or privilege hereunder.  No waiver of any right or privilege arising from any default or failure or performance shall affect the rights or privileges of either party in the event of a further default or failure of performance.

             Binding Effect.  This Agreement shall be binding upon the parties and their respective successors and permitted assigns.

             Severability.  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

             No Third Party Beneficiaries.  Nothing in this Agreement is intended or shall be construed to give any Person, other than the parties, hereof, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision contained herein.

             Headings.  The Section headings contained herein are for references purposes only and shall not affect the meaning or interpretation of the terms of this Agreement.

             Construction.  All parties hereto have participated, directly or indirectly, in the negotiations and preparation of this Agreement.  In no event shall this Agreement be construed more or less stringently against any party hereto.

             Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall be deemed to be an original instrument and one and the same instrument.

             Entire Agreement.  This Agreement and the Compensation Agreement which are attached hereto and made a part hereof, represent the entire agreement between the parties with respect to the Program and no representation, warranty, covenant or agreement not contained herein, oral or otherwise, shall be of any force or effect whatsoever.  Except as provided above with regard to the Corporation’s right to amend this agreement unilaterally, no other change, amendment or modification of this Agreement shall be valid unless in writing and signed by an authorized officer of each party.