The terms set forth below and the Cover Page entered into between you (the "Referral Partner") and VOOM Insurance (together, the "Agreement") govern your participation in the VOOM Partner Program. By signing the Cover Page, you agree to this Agreement. Any capitalized terms not defined herein shall have the meaning set forth in the Cover Page.
The following terms shall have the following meaning:
- "Referral Partner" means the person or entity listed under the Referral Partner Information title in the Cover Page.
- "Referral Partner Site" means the websites, non-spam email listings and any other distribution or publication method that are operated or promoted by Referral Partner from time to time to distribute and advertise VOOM’s motorcycle insurance product.
- "VOOM Insurance" means the entity detailed under the VOOM Insurance Information title in the Cover Page.
- "Fee" means the fees to be paid by VOOM Insurance to Referral Partner per quote, as defined in the Cover Page.
- "End User" means a natural person, other than any person connected to the Referral Partner (including his employees and their family members), that registers through the VOOM motorcycle insurance portal via a Link placed on a Referral Partner Site.
- "Fraud" or "Fraudulent" means any action or omission that is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud VOOM Insurance or any third party or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes VOOM Insurance any damage or harm. Fraud shall include, without limitation, attempts to create sales, quotes, or click-throughs whether manually or using robots, frames, iframes, scripts, from false accounts or by unauthorized use of any third party accounts, for the purpose of creating commissions.
- "Invalid Quotes" means Fraudulent, incomplete or duplicate quotes. Invalid quotes shall include quotes that result from Referral Partner engaging in the entry of End User information without the consent of the actual End User, adding or inflating quotes by Fraudulent traffic generation such as pre-population of forms or mechanisms not approved by us. Quotes generated from websites that are point, lottery or rewards based and encourage End Users to click on Link or use Link to generate revenue for End Users to win points, receive rewards or other incentives in an effort to gain traffic. Duplicate Quotes includes users who have already registered through VOOM insurance portal.
- "Quote" means an End User who registered through the VOOM motorcycle insurance portal with a unique valid email address & received a valid quote for Motorcycle Insurance.
- "Link" means data, images, icons, buttons, banners, text, link formats, links and other linking tools of VOOM Insurance, that, when clicked on, directs an End User to the quote process page of the VOOM insurance portal and which is made available to the Referral Partner by VOOM Insurance and published by Referral Partner on Referral Partner Site.
- Subject to the terms of this Agreement and solely for the limited purpose of advertising and directing End Users to the motorcycle insurance portal, VOOM Insurance hereby grants Referral Partner a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Links solely on Referral Partner Site that are pre-approved by VOOM Insurance and use for that purpose the trademarks and logos that VOOM Insurance makes available to Referral Partner as part of the Link.
- The license will immediately and automatically terminate if at any time Referral Partner does not comply with any obligations under this Agreement, or otherwise upon termination of this Agreement. Referral Partner will promptly remove from Referral Partner Site and delete or otherwise destroy all of the Links with respect to which the license is terminated or as VOOM Insurance may otherwise request. Referral Partner will not challenge the validity of or attempt to register any of the marks or names associated with VOOM Insurance, the Link or with the motorcycle insurance portal, nor will Referral Partner adopt any derivative or confusingly similar names, brands or marks.
- Referral Partner may not, nor shall Referral Partner allow, assist, authorize or encourage any third party to use a Referral Partner Site that is unsuitable. Unsuitable sites include sites that: (i) promote or contain sexually explicit materials, violence or violent materials, libelous or defamatory materials, (ii) promote discrimination or employ discriminatory practices, (iii) promote or undertake illegal gambling, sale of firearms, hacking or cracking or any illegal activity, (iv) may bring VOOM Insurance to disrepute, (v) includes any trademark of VOOM Insurance in the Referral Partner Site's domain name, or (vi) otherwise infringes intellectual property rights.
- It is Referral Partner's duty to ensure at all times that each Referral Partner Site is suitable. VOOM Insurance may terminate this Agreement at any time if VOOM Insurance determines that Referral Partner Site is unsuitable.
- Link Implementation. Referral Partner shall incorporate and publish a Link on its website in designated locations as approved by VOOM Insurance and may also display a Link within non-spam emails in accordance with the Agreement. Referral Partner shall comply with the specifications provided by VOOM Insurance to enable the delivery, display, tracking, and reporting of Links and with any trademark usage guidelines provided from time to time.
Responsibility of Referral Partner
- Referral Partner must submit complete and accurate information to VOOM Insurance, including its personal information and site. It is Referral Partner's duty to update VOOM Insurance if this information changes. Referral Partner can only execute this Agreement if Referral Partner is of legal age as determined by any applicable law in the relevant jurisdiction, and in any case not less than 18 years old. VOOM Insurance may ask Referral Partner at any time for proof of identity documents (such as copies of driving license, passport, utility bills, bank statements, and in the case of companies, certificate of incorporation, certificate of incumbency, list of directors and shareholders etc.). Referral Partner will also provide VOOM Insurance with any information that VOOM Insurance requests to verify compliance with this Agreement. VOOM Insurance has the right to delay payments if VOOM Insurance does not receive from Referral Partner the requested documents.
- Referral Partner will be solely responsible for Referral Partner Site, including its development, operation, maintenance and all materials that appear on it and ensuring that it complies at all times with Section 3 and any marketing content and materials created or used by Referral Partner with regards to the promotion of the Site, must be pre-approved in writing by VOOM Insurance.
- Referral Partner will only use VOOM Insurance's approved Links and Referral Partner will not modify the Link in any manner without VOOM Insurance's prior written approval.
- Referral Partner will not spam or encourage spamming. Referral Partner will comply with any applicable laws on marketing emails (such as the CAN-SPAM Act of 2003, EU Directive 2002/58 and Directive 2009/136 on Privacy and Electronic Communications, any other applicable EU directives and any national legislation implementing such directive and any similar laws). In any case, Referral Partner will only send emails to people Referral Partner has permission to send to and who have granted such permission by "opting-in" to receive emails.
- Referral Partner will not inflate traffic counts to VOOM Insurance. Referral Partner will not engage in, allow or benefit from any act or traffic that involves Fraud. Referral Partner (and Referral Partner's employees) will not click on Referral Partner's own banners and links or submit quotes to VOOM Insurance. If Referral Partner engages in any of these actions VOOM Insurance may immediately terminate the Agreement with Referral Partner and VOOM Insurance shall have the right to withhold money Referral Partner earned under the Agreement.
- VOOM Insurance will pay Referral Partner a Fee on a monthly basis for quotes (one-time payment for each approved quotes), subject to any withholding or deduction described below and subject to the terms and conditions of this Agreement.
- VOOM Insurance will pay Referral Partner if the amount payable to Referral Partner is not less than US$200, in accordance with the payment terms stated in the Cover Page and if no such terms are state than within 30 days after the end of the month, in US dollars by wire transfer. VOOM Insurance will deduct wire fees for any payments made. If the minimum amount is not reached in a particular month VOOM Insurance will be entitled to withhold payment and carry the amount due to Referral Partner until the minimum amount is reached.
- Referral Partner is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to Referral Partner under this Agreement. Referral Partner will indemnify and reimburse VOOM Insurance for any costs, expenses or losses that may be caused to VOOM Insurance as a result of any claim or demand made by any governmental or other authority with regard to tax withholding obligations or similar obligation to which VOOM Insurance may be subject in connection with making payments to Referral Partner. VOOM Insurance will be entitled to withhold or set-off any such amounts from the payments to Referral Partner.
- All calculations in connection with the amount payable to Referral Partner will be made by VOOM Insurance and based solely on its own system's data and records and VOOM Insurance's calculations will be final and binding. VOOM Insurance reserves the right to change the payment plan and will provide Referral Partner with 30 days prior written notice (including by email).
- VOOM Insurance reserves the right to withhold any amounts due and payable to Referral Partner under this Agreement if VOOM Insurance believes that any Fraud has taken place which involves Referral Partner or any unauthorized activity or the generation of Invalid quotes, whether or not the withheld amounts relate to the event in questions.
- Term and Termination. The term of this Agreement will commence upon the last date of signatures written above in the Cover Page and will end when terminated by either party. Either Referral Partner or VOOM Insurance may terminate this Agreement immediately at any time, with or without cause, by giving the other party seven days prior written notice of termination. VOOM Insurance may withhold Referral Partner final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from Referral Partner to VOOM Insurance.
- No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VOOM Insurance MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, VOOM Insurance MAKES NO REPRESENTATION THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND VOOM Insurance WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Indemnity. Referral Partner will defend, indemnify, and hold VOOM Insurance and its affiliates, directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by Referral Partner of any warranty, representation, or agreement contained in this Agreement; (b) the performance of Referral Partner duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of Referral Partner Site.
- No Liability for Promoted Sites. VOOM Insurance is not liable in any way, nor does VOOM Insurance assume any responsibility for or make any representations or warranties towards Referral Partner with regard to, the motorcycle insurance portal, their operations, contents or any other aspect related thereto.
- Limitation of Liability. ANY LIABILITY TO REFERRAL PARTNER ARISING FROM THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES ONLY. VOOM INSURANCE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, OR FOR LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF VOOM INSURANCE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, VOOM INSURANCE AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS MADE TO AFFILIATE UNDER THIS AGREEMENT OVER THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
- Confidentiality. During the term of the Agreement, VOOM Insurance may disclose to Referral Partner or Referral Partner might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to VOOM Insurance (referred to as “Confidential Information"). Referral Partner shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public. Referral Partner may disclose Confidential Information to the extent required to be disclosed by applicable law or any legal agency having jurisdiction over Referral Partner, in which case Referral Partner will give VOOM Insurance prompt notice of such requirement.
- Modification. VOOM Insurance may modify any of the terms and conditions contained in the Agreement and any related document at any time and in its sole discretion by providing Referral Partner with 30 days prior written notice (including by email). If any modification is unacceptable to Referral Partner, Referral Partner's only recourse is to terminate this Agreement. Referral Partner continued performance following VOOM Insurance's change notice becoming effective will constitute Referral Partner binding acceptance of the change.
- Notices. Any notices relating to this Agreement will be made in writing and may be sent by fax, email or by registered mail or courier to the address mentioned in the Cover Page, or such other address as shall have been furnished by the parties. Any notice required under this Agreement shall be deemed given: (i) upon receipt, when delivered personally; (ii) by facsimile or e-mail, within 24 hours after having been sent; and (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, if sent by standard first class (or local equivalent) mail.
- Parties Relationship. Referral Partner is an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
- The construction, validity and performance of this Agreement will be governed by the laws of the State of Israel. The competent court in Tel Aviv, Israel will have exclusive jurisdiction in any matter arising from or related to this Agreement. This, however, shall not prevent VOOM Insurance from bringing any action in the court of any other jurisdiction for injunctive or similar relief.
- VOOM Insurance failure to enforce Referral Partner strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
- Referral Partner may not assign or transfer this Agreement or any rights under this Agreement without VOOM Insurance's prior written consent.
- Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any of its provisions.