This Affiliate Service Agreement (the “Agreement”) is made by and between DebtCleanse Group Legal Services LLC (“Company”), DebtCleanse Group Plan LLC (“Company”), 819 S. Wabash Avenue, Suite 606, Chicago IL 60605 (“Company”, “We”, “Our”, “Us”), a Delaware limited liability company, and the undersigned party to this Agreement (“You”, “Your”, “Affiliate”).
WHEREAS, DebtCleanse offers a proprietary Technology Platform and Pre-Paid Legal Expense Plan (the “Services”) to consumers and small businesses; and
WHEREAS, Affiliate is seeking to independently market the DebtCleanse Services to individual consumers and small businesses using Links or one or more Lead Delivery Methods (defined below); and
THEREFORE, for the mutual consideration stated herein, You and We agree as follows:
“Account” means a specific login within the Company’s online portal, where information will be made available to Affiliate about Pre-Paid Legal Expense Plan Services enrollments and the related Commissions to Affiliate.
“Commission” means the amount of fees or money paid to Affiliate under this Agreement on account of sales of the Pre-Paid Legal Expense Plan to Participants or leads delivered that result in such a sale, to be calculated as either a percentage of the total sale amount of a Plan, or as a set amount per defined action taken by a consumer or business interacting with the Company, as delineated in the section 4 of this Agreement.”
- “Direct Enrollment” means enrollment(s) completed by the Affiliate. We can provide Affiliates with portal access and a script to directly enroll members into our platform.
- “Standard Enrollment” means all other enrollments.
“Lead Delivery Method” means any delivery method of leads to include, but not limited to the following:
- Co-Branded Pages – customized co-branded landing page featuring Your company name and logo.
- Dedicated Toll-Free Number – customized number provided by DebtCleanse for Affiliate to display in its marketing materials, and for DebtCleanse to field and convert calls.
- Digital Assets – Banners ads, links and other assets enabling the Affiliate to embed into its website, and the like, to drive traffic to Debt Cleanse property.
- Direct Enrollment – system approved by – or otherwise allowed by DebtCleanse that allows for consumer to enroll in DebtCleanse Services directly through interface created, hosted or maintained by Affiliate.
- Host and Post – Affiliate collects leads in its database and posts data to Debt Cleanse for Us to contact.
- Warm Transfer (Dedicated Local DID) – Affiliate uses an exclusive, tracked, non-toll-free number provided by DebtCleanse to collect and transfer leads.
- Other – as approved by Us.
“Link” means a hyperlink placed on an Affiliate’s site that, when clicked on, sends a Visitor to a Company website. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Company.
“Member” is a consumer or small business who enrolls in in the Plan.
“Override Commission” means the Commission We agree to pay You for Plan enrollments by Participants on account of Referred Affiliates referred to US by You that register as a new Affiliate within 180 days of such referral. The Override Commission to the Referring Affiliate is 15% of all Commissions paid to the Referred Affiliate.
“Performance Marketing” means when Affiliates partner with Us and We pay a Commission or other consideration for those Visitors resulting in a measurable action as described in Paragraph 4.
“Pre-Paid Legal Expense Plan” or “Plan” or “Service” is the primary product offered by Company to individuals and small businesses, enrollments for which will be basis for fees paid to Affiliate under this Agreement.
“Referred Affiliate” is an Affiliate referred by another Affiliate.
“Referring Affiliate” is an Affiliate that refers another Affiliate.
“Site” means website, and together with any other lead delivery method, includes its consumer focus, orientation or purpose, not prohibited by law or otherwise by this Agreement.
“Visitor” means any person, or user that clicks on a Link to Our website placed on an Affiliate’s website or email.
“Void” means a reversal of a Commission previously earned for a sale or override that We later rescind or correct. We reserve the right to Void transactions, or in the case of cancelled memberships in which enrollment fees are refunded, for other valid reasons, or for fraudulent charges.
1. THE PARTIES / INDEPENDENT CONTRACTORS. Affiliate represents and warrants that, if it is a legal entity, it is duly organized, validly existing and in good standing under the laws of its jurisdiction. Affiliate further represents that he/she/it has the ability to enter into and perform the obligations called for by this Agreement, that performing under this Agreement will not violate or conflict with any law applicable to Affiliate. Each of You and We are independent contractors as to each other; and no employment, partnership, joint venture agency or franchise relationship is created by this Agreement. This is not an exclusive arrangement and DebtCleanse may engage in similar Agreements with multiple Affiliates. Nothing in the Agreement shall be construed to award any Affiliate any particular territory, region, state or lead delivery method.
2. COMPLIANCE WITH LAWS. Affiliate agrees that it is and will be fully compliant with applicable laws and regulations including all applicable state and federal laws including but not limited to insurance regulations, laws pertaining to the operation of legal plans, spam in any medium, telemarketing, and access to personal information, and shall present Us in a professional manner. You agree to solicit memberships only in those states in which DebtCleanse is available. This list of states will change from time to time and You are responsible to be familiar with this list, which is posted on our website (or otherwise available from Us).
3. LINK PLACEMENT / WEBSITES / OTHER METHODS / PROHIBITED CONDUCT. As an Affiliate, you may place and remove Company Links on Your site, and nowhere else, and in acceptable locations therein. You may place our banners anywhere on your site(s), as you see fit, or within non-spam emails. Using any lead delivery method, You agree to only use DebtCleanse approved marketing material in promoting the DebtCleanse Group Legal Services Legal Plan. You can choose to display / utilize pre-approved DebtCleanse assets / collateral on any desired pre-approved platform / channel. DebtCleanse reserves the right to reject any Affiliate created marketing material for any reason. The display of the DebtCleanse Name, Logo and other brand information is also prohibited without prior written approval. If Affiliate maintains a website of any kind, Your website must be appropriate and not unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable, in Our sole discretion. You are also responsible to follow all applicable intellectual property laws.
The following are NOT ALLOWED:
- Adult, Hate, or other related sites.
- SPAM. Please do not send email to lists or groups that you do not have permission to send to. Your account will be subject to termination on the first offense.
- All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc.
- Any display of a Company window that isn’t the result of a direct click by the end-user.
4. AFFILIATE PAYMENT AND FEES. You will receive a Commission for sending Us authorized sales or Referred Affiliates via any Lead Delivery Method. In order to receive commissions, You must first be approved by the Company to become an Affiliate. You are responsible for determining if the Commission for a Lead Delivery Method or for a Link You have placed on Your site has changed or been discontinued. Money credited to Your Account does not accrue interest. In the event of a sale which is later VOIDED, We may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. If Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. Commissions are earned by the Affiliate and paid according to the attached Commission Schedule, which is incorporated by reference.
The following apply:
- Initial Commissions are payable on the 31st day following a new Member Enrollment. Commission payout example: A conversion that occurs on the 15th of a given month is paid on a rolling basis on the 16th of the following month.
- Residual Commissions are earned for each month the Member remains enrolled for the entire calendar month and are payable within seven (7) days after the monthly recurring billing date. Residual payout example: A residual that occurs on the 15th of a given month is paid on a net seven (7) day basis on the 22nd of the same month.
- Based on the campaign, Commissions will be paid by ACH or by PayPal, at Your direction. In either case, You will be required to create, maintain and advise us of accurate account details required to effectuate payments.
5. REGISTRATION. To sign up as an Affiliate of Us and to refer potential Participants to the Service you must be at least eighteen (18) years of age and supply a valid federal tax I.D. WE DO NOT ACCEPT REFERRALS FROM AFFILIATES WITH THE FOLLOWING TYPES OF WEBSITES or OPERATIONS regardless of delivery method: ADULT SITES; SITES THAT DISPLAY ADULT BANNERS; SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED; or SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. You agree to provide Company with accurate, complete and updated registration information. You agree not to select the name of another person. You agree that We may rely on any data, notice, instruction or request furnished to Us by You that We reasonably believe to be genuine and to have been sent or presented by a person We reasonably believe to be authorized to act on Your behalf. You agree to notify Us by e-mail at firstname.lastname@example.org of any known or suspected unauthorized uses of Your Account or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You are responsible to maintain the confidentiality of Your username and password and for all usage and activity on Your Account, including use of the Account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity is a breach this Agreement and is grounds for termination by Us and referral to the appropriate law enforcement agencies.
6. CHANGES TO THE SERVICES. We reserve the right to modify this Agreement at any time as well as change any aspect of the Services at any time. In the event of any change to the amount, timing or conditions of receiving Commissions, We will notify You via email at which time You are deemed to have accepted such modifications unless you terminate this Agreement.
7. ACCEPTED USE. You represent to Us that all content You provide to the Services is solely owned by You or provided by You with express authority to use it; that it does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights); and is not defamatory, libelous, unlawful or otherwise objectionable. You agree not to provide, promote, distribute, place or otherwise publish any content, or website that is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. You shall remain solely responsible for Your content (through any delivery means) and website. Any Link must be placed in such a way to have the intention of delivering valid sales to the Company and not mislead any Visitor. Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. WE RESERVE THE RIGHT TO DEEM ANY CONTENT, LEAD DELIVERY MEANS OR WEBSITE INAPPROPRIATE AND TERMINATE AFFILIATE. If You are terminated from the Services for violating a prohibition, We retain the right to withhold money You earned under this Agreement.
8. CONFIDENTIALITY / NON-COMPETITION / PUBLICITY. We each acknowledge that in the course of this Agreement both of us will have access to confidential and proprietary information, including, but not limited to, any business, technical, financial and customer information, disclosed by either one of us to the other (“Confidential Information”). We and You agree that such information remains the sole property of the disclosing party and agree not to disclose or disseminate the Confidential Information without the other’s prior express written consent. The term “Confidential Information” shall not include information that is or becomes part of the public domain through no action or omission of the non-disclosing party, or that becomes available to the non-disclosing party from third parties without knowledge by the disclosing party, or that the non-disclosing party had it in its possession prior to the date of this Agreement. Any publicity mentioning the Parties and this Affiliate relationship shall be done only with joint approval of the Parties. Affiliate agrees that for two (2) years following the termination of this Agreement You will not, either directly or indirectly, create a prepaid legal expenses business or any variation of Company’s business. This clause does not restrict You from marketing activities with any already existing prepaid legal plan.
9. DATA PROTECTION. You warrant, represent and covenant to Us that You will comply with all applicable privacy and data protection laws, and rules and regulations applicable to the use of the Services. You shall establish and maintain physical, electronic and procedural safeguards, including the use of keycards, codes, intrusion detection systems, user names, passwords and encryption software, to prevent the unauthorized access, use, copying, disclosure, modification, transference, destruction, loss, or alteration of any personal identifying information (“PII”), including a person’s name, address, telephone number, email address, age, social security number, credit card or debit card number, IP address or any other information that is personal or is likely to enable identification of a specific individual, during Your use, transmission or storage of any such PII. Where applicable law requires consent for the cookies served by Us, You warrant that You will obtain the prior, freely given, specific and informed consent of any Visitors to any cookies served (or other similar technology used) by Us as a result of a Visitor’s click. Similarly, you will comply with any requirement affecting privacy and PII for any other lead delivery method.
10. OWNERSHIP AND LICENSES. You are granted a non-exclusive, limited, revocable right to use Company-provided trademarks and banners (collectively “the marks”). All images, technology and content provided for Your use is and shall remain Our sole property, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain Our sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. We may immediately terminate Your license to use the marks if We reasonably believe in our sole and absolute discretion that Your use dilutes, tarnishes or blurs the value of the marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Company above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with Our marks. You acknowledge the Company’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Company.
11. ASSIGNABILITY. This Agreement and the rights and responsibilities of each Party hereunder may not be transferred to or assigned by either Party at any time without prior written consent unless in association with a change of control event in which case this Agreement may be assigned with consent of the Other Party, which consent shall not be unreasonably withheld.
12. LIMITED WARRANTY. The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Company will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Company liable for any of the consequences of such interruptions. WE WILL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEBSITE OR ANY OTHER TECHNOLOGY PLATFORM OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES, SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. WE WILL HAVE NO LIABILITY WITH RESPECT FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF WE HAVE BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF COMPANY HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY COMPANY AS A DIRECT RESULT OF THIS AGREEMENT.
13. LIMITATION OF LIABILITY. NEITHER PARTY NOR ITS SUPPLIERS OR RESELLERS SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE COMPANY SERVICES OR ANY INFORMATION PROVIDED ON THE COMPANY WEBSITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE COMPANY WEBSITE OR ANY HYPERLINKED WEBSITE. IN ANY JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. Company accepts no responsibility or liability as a result of Your placement of authorized Links from Your website nor from Your usage of any lead delivery method.
14. INDEMNIFICATION. Each Party agrees to indemnify, defend, and hold harmless the other Party and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees, collectively referred to as “Losses”) directly or indirectly arising from or relating to the other Party’s negligence or willful misconduct in performance of the Services or its breach of this Agreement.
Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (the “Indemnified Party”), its directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that the Indemnifying Party has violated a trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Indemnifying Party herein, (iii) any claim related to the Indemnifying Party’s website, use or misuse of the Affiliate’s placement of Links on its website, or marketing material through any lead delivery means or method including, without limitation, content therein not attributable to DebtCleanse or (iv) any claim based on the Indemnifying Party’s alleged violation of the Telephone Consumer Protection Act, CAN SPAM Act or any other consumer protection statute, regulation or rule.
15. TERMINATION / NOTICES. This Agreement shall continue in full force and effect until terminated by either Party, with or without cause, at any time, upon delivery of not less than seven (7) days advance written email notice (excepting instances of Our unilateral website changes). Any fees due and owing to Affiliate will be paid by DebtCleanse following the termination of this Agreement in accordance with our obligations regarding Your unpaid fees, unless DebtCleanse terminates as a result of breach of the Agreement by Affiliate, in which no fees will be due to Affiliate subsequent to termination.
16. FORCE MAJEURE. Neither of us shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond our reasonable control.
17. JURISDICTION. This Agreement shall be governed by Illinois law and the exclusive situs and venue for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Illinois. You consent to such jurisdiction.
18. MISCELLANEOUS / ENTIRE AGREEMENT. This Agreement represents Our complete Agreement and may be changed or amended only by a writing executed by both parties, which writing may be by mutual email agreementIf, upon such change You elect to terminate the Agreement, You may do so by notification to Us. You agree to abide by ongoing provisions, such as, but not limited to Payment of Commissions, Confidentiality, Indemnification, Limitation of Liability and any other provisions that by their language or operation survive the termination of this Contract. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The remainder of this Agreement shall remain in full force and effect. Headings are for convenience in our use of this Agreement and are not the actual contract language.