Affiliate Agreement Terms and Conditions
Updated May 2024
The terms set forth below and the Cover Page entered into between you (the "Referral Partner") and VOOM (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 on the Cover Page.
1. Definitions
The following terms shall have the following meaning:
- "Affiliate Partner" means the person or entity listed under the Affiliate Partner Information title in the Cover Page.
- " Affiliate Partner Site" means the websites, non-spam email listings and any other distribution or publication method that are operated or promoted by Affiliate Partner from time to time to distribute and advertise VOOM’s products.
- "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 Affiliate Partner per Lead, as defined in the Cover Page.
- "End User" means a natural person, other than any person connected to the Affiliate Partner (including his employees and their family members), that registers through the VOOM’s portal via a Link placed on an Affiliate Partner Site.
- "Fraud" or "Fraudulent" means any action or omission that is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, (iii) intended to defraud VOOM or any third party, or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act causes VOOM any damage or harm, or (iv) as otherwise defined under law. Fraud shall include, without limitation, attempts to create sales, leads, downloads, 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 Leads" means Fraudulent, incomplete or duplicate Leads. Invalid Leads shall include Leads that result from Affiliate Partner engaging in the entry of End User information without the consent of the actual End User, adding or inflating Leads by Fraudulent traffic generation such as pre-population of forms or mechanisms not approved by us. Leads 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 Leads includes Leads who have already registered through VOOM insurance portal.
- "Lead" means an End User who registered through the VOOM portal with a unique valid email address.
- "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 Affiliate Partner by VOOM Insurance and published by Affiliate Partner on Affiliate Partner Site.
- "App" means a mobile device application promoted and operated by VOOM from time to time, in which VOOM provides services to End Users, and all its related pages.
2. Limited License
- VOOM reserves all rights not expressly granted to Affiliate Partner in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Affiliate Partner or any third party any intellectual property rights or other right, title, or interest in or to the VOOM IP (as defined below).
- Subject to the terms of this Agreement and solely for the limited purpose of advertising and directing End Users to the Affiliate Partner-VOOM Web Portal, VOOM hereby grants Affiliate Partner a limited, revocable, non- transferable, non-sublicensable, non- exclusive, royalty-free license to copy and display the Links solely on Affiliate Partner Site that are pre-approved by VOOM and use for such limited purpose the Affiliate Partner-VOOM Web Portal and the trademarks and logos that VOOM makes available to Affiliate Partner as part of the Link.
3. Prohibited Activity
- Affiliate Partner may not, nor shall Affiliate Partner allow, assist, authorize, or encourage any third party to use a Affiliate 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 to disrepute, (v) includes any trademark of VOOM in the Affiliate Partner Site's domain name, or (vi) otherwise infringes intellectual property rights. Further, Affiliate Partner shall not use the Affiliate Partner-VOOM Web Portal, Links or VOOM trademarks or logos (“VOOM IP”) for any purposes beyond the scope of the access granted in this Agreement. Affiliate Partner shall not at any time, directly or indirectly, and shall not permit any authorized users to: (i) copy, modify, or create derivative works of the VOOM IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the VOOM IP; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the VOOM IP, in whole or in part; (iv) remove any proprietary notices from the VOOM IP; or (v) use the VOOM IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- It is Affiliate Partner's duty to ensure at all times that each Affiliate Partner Site is suitable. VOOM may terminate this Agreement at any time if VOOM determines that Affiliate Partner Site is unsuitable.
- VOOM may suspend or terminate access to or use of the Links, trademarks, logos and Affiliate Partner-VOOM Web Portal immediately without notice if at any time: (i) VOOM reasonably determines that (a) there is a threat or attack on any of the VOOM IP; (b) Affiliate Partner’s or any user's use of the VOOM IP disrupts or poses a security risk to the VOOM IP or to any other customer or vendor of VOOM; (c) Affiliate Partner, or any user, is using the VOOM IP for fraudulent or illegal activities; (d) subject to applicable law, Affiliate Partner has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) VOOM’s provision of the VOOM IP to Distributor or any user is prohibited by applicable law; or (f) Affiliate Partner does not comply with any obligations under this Agreement or (ii) any vendor of VOOM has suspended or terminated VOOM’s access to or use of any third-party services or products required to enable Affiliate Partner to access or use the VOOM IP, or (iii) otherwise upon termination of this Agreement. Affiliate Partner will promptly remove from Affiliate Partner Site and delete or otherwise destroy all of the Links with respect to which the license is terminated or as VOOM may otherwise request. Affiliate Partner will not challenge the validity of or attempt to register any of the marks or names associated with VOOM, the Link, nor will Affiliate Partner adopt any derivative or confusingly similar names, brands, or marks.
4. Link Implementation
Affiliate 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. Affiliate 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.
5. Responsibility of Affiliate Partner
- Affiliate Partner must submit complete and accurate information to VOOM Insurance, including its personal information and site. It is Affiliate Partner's duty to update VOOM Insurance if this information changes. Affiliate Partner can only execute this Agreement if Affiliate 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 Affiliate 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.). Affiliate 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 Affiliate Partner the requested documents.
- Affiliate Partner will be solely responsible for Affiliate 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 Affiliate Partner with regards to the promotion of the Site, must be pre-approved in writing by VOOM Insurance.
- Affiliate Partner will only use VOOM Insurance's approved Links and Affiliate Partner will not modify the Link in any manner without VOOM Insurance's prior written approval.
- Affiliate Partner acknowledges and agrees that Affiliate Partner is not granted any right, and that VOOM has the sole authority to underwrite, quote, bind, modify, amend, cancel, or non-renew policies that may be issued on the Affiliate Partner-VOOM Web Portal. The Affiliate Partner agrees to fully and completely disclose to Insureds all commission, fees, and other charges as required by applicable law. No provision of this Agreement shall be construed as permitting the Affiliate Partner to bind any leads referred by it to VOOM, and nothing herein shall constitute a commitment or promise by VOOM to arrange coverage or offer an insurance quote to any lead that does not qualify pursuant to the underwriting guidelines of the various insurance companies with whom it holds an appointment. Affiliate Partner shall not represent itself and prevent any officers or personnel of Affiliate Partner from representing themselves, as VOOM employees or VOOM agents with regard to the insurance products and services offered by VOOM, nor hold itself out as an agent of VOOM nor any of the various insurance companies with whom VOOM places insurance. Affiliate Partner represents and warrants that it serves as a representative of the Insured, and that Affiliate Partner will comply with all laws regarding its obligations and representation of the Insured.
- Affiliate Partner will not inflate traffic counts to VOOM Insurance. Affiliate Partner will not engage in, allow or benefit from any act or traffic that involves Fraud. Affiliate Partner (and Affiliate Partner's employees) will not click on Affiliate Partner's own banners and links or submit leads to VOOM Insurance. If Affiliate Partner engages in any of these actions VOOM Insurance may immediately terminate the Agreement with Affiliate Partner and VOOM Insurance shall have the right to withhold money Affiliate Partner earned under the Agreement.
6. Payment
- VOOM Insurance will pay Affiliate Partner a Fee on a monthly basis for Leads (one-time payment for each approved Leads), subject to any withholding or deduction described below and subject to the terms and conditions of this Agreement.
- VOOM Insurance will pay Affiliate Partner if the amount payable to Affiliate Partner is not less than US$250, 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 Affiliate Partner until the minimum amount is reached.
- Affiliate Partner is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to Affiliate Partner under this Agreement. Affiliate 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 Affiliate Partner. VOOM Insurance will be entitled to withhold or set-off any such amounts from the payments to Affiliate Partner.
- All calculations in connection with the amount payable to Affiliate 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 Affiliate Partner with 30 days prior written notice (including by email).
- VOOM Insurance reserves the right to withhold any amounts due and payable to Affiliate Partner under this Agreement if VOOM Insurance believes that any Fraud has taken place which involves Affiliate Partner or any unauthorized activity or the generation of Invalid Leads, whether or not the withheld amounts relate to the event in questions.
7. 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 Affiliate 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 Affiliate 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 Affiliate Partner to VOOM Insurance.
8. 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.
9. Indemnity
Affiliate 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 Affiliate Partner of any warranty, representation, or agreement contained in this Agreement; (b) the performance of Affiliate Partner duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of Affiliate Partner Site.
10. 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 Affiliate Partner with regard to, the VOOM portal, their operations, contents or any other aspect related thereto.
11. Limitation of Liability
VOOM’S LIABILITY TO AFFILIATE PARTNER ARISING OUT OF, OR RELATED TO, THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES ONLY. VOOM 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 HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, VOOM AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS MADE TO AFFILIATE PARTNER UNDER THIS AGREEMENT OVER THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
12. Confidentiality
During the term of the Agreement, VOOM Insurance may disclose to Affiliate Partner or Affiliate 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"). Affiliate 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. Affiliate Partner may disclose Confidential Information to the extent required to be disclosed by applicable law or any legal agency having jurisdiction over Affiliate Partner, in which case Affiliate Partner will give VOOM Insurance prompt notice of such requirement.
13. 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 Affiliate Partner with 30 days prior written notice (including by email). If any modification is unacceptable to Affiliate Partner, Affiliate Partner's only recourse is to terminate this Agreement. Affiliate Partner continued performance following VOOM Insurance's change notice becoming effective will constitute Affiliate Partner binding acceptance of the change.
14. 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.
15. Parties Relationship
Affiliate 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.
16. Miscellaneous
- 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 Affiliate 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.
- Affiliate 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.