Affiliate Program Terms

To join the Safe Health Insurance Affiliate Program and become an affiliate of the Safe Health Insurance.com web sites, you will first need to read and accept the terms of the Affiliate Agreement. You can then fill out the Affiliate Application and submit it to us. Your application will be evaluated to determine whether your site would be a suitable affiliate site. Not all applicants will become affiliates. It is within our sole discretion to deny any application for any reason, including applications for sites that contain content that could be classified as defamatory, harassing, harmful, obscene, racially objectionable, or unlawful. After our evaluation of your application we will notify you of our acceptance or rejection.

Affiliate Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "AFFILIATE") AND Brines Insurance, LLC. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. BY CLICKING ON THE "I DO NOT ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE INDICATING THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU WILL NOT HAVE THE OPPORTUNITY AT THIS TIME TO BECOME A MEMBER OF THE Safe Health Insurance AFFILIATE PROGRAM.

Overview

Safe Health Insurance, Inc. (“Safe Health Insurance”), operates the www.SafeHealthInsurance.com web site and related sites (the “Destination Sites”).  As part of the Destination Sites, Safe Health Insurance offers the Safe Health Insurance Affiliate Program, through which approved companies operating their own web sites and/or subscription email services (“Affiliates”) are granted a limited, non-exclusive right to: 1) advertise and promote Safe Health Insurance products and services and the Destination Sites in compliance with this Agreement, 2) post or circulate one or more approved graphical or textual internet hyper-links, and 3) direct visitors to the Destination Sites.  This Agreement provides terms and conditions applicable to your membership in the Safe Health Insurance Affiliate Program.    

This Affiliate Agreement (the "Agreement") contains the complete terms and conditions that apply to you becoming a member of the Safe Health Insurance Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Destination Sites, subject to the terms and conditions of this Agreement. Please note that throughout this Agreement, "we," "us," “our” and "Safe Health Insurance" will mean the Company, and "you," "your," and "yours" will mean the Affiliate.

Linking to the Destination Sites

As a member of the Safe Health Insurance Affiliate Program, you will have access to the Safe Health Insurance Affiliate Center located at http://www.safehealthinsurance.com/affiliate. At this site you will be able to download HTML code and graphics that we have made available for you to use in your web site. You may use, but may not alter in any form whatsoever, the HTML code and graphics provided by the Company only to link to or search the Destination Sites, PROVIDED THAT you do not use the HTML code or graphics provided by the Company in connection with any feature in your web site which is devoted to a comparison of the healthcare information or prices offered by the Company to information or prices offered by any of the Company's then existing online competitors.

The HTML code we will make available to you provides special link formats for linking to web pages within the Destination Sites ("Tagged Links"). You must ensure that each of the links between your site and our sites are Tagged Links, otherwise referral fees that might have otherwise been earned by you will not be tracked and recorded. We will not be liable to you for any lost referral fees resulting from your failure to use Tagged Links.

We have the right to monitor your site as we feel necessary, to make sure that your links to our Destination Sites are appropriate. If we decide, at our sole discretion, that your links to the Destination Sites are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the Destination Sites from your web site.

You expressly agree to abide by all of the terms and conditions of use related to each of our web sites, including the Safe Health Insurance Affiliate Center.

Identify Yourself as an Affiliate
We will make available to you a small graphic image that identifies yourself as a member of the Safe Health Insurance Affiliate Program or as a member of the Affiliate Program of one of the Destination Sites. You must prominently display this image and otherwise comply with the user-interface guidelines made available to affiliates and updated from time to time at Safe Health Insurance Affiliate Center.  If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the Destination Sites from your web site. We may modify the text or graphic image of this notice from time to time.

Even though you are a member of the Safe Health Insurance Affiliate Program, you may not in any manner misrepresent or embellish the relationship between you and us, nor may you express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that the Company or the Destination Sites supports, sponsors, endorses or contributes money to any charity or other cause).

Maintain Your Site
The maintenance and updating of your site will be your responsibility. Since the information within the Destination Sites is updated often, if you become a member of the Safe Health Insurance Affiliate Program it will be necessary for you to update the content of your site on a regular basis to maintain consistency and accuracy between our site and your site. We may monitor your site, as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should be made. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the Destination Sites from your web site.

Do Not Copy the Look of Our Site
You agree that you will not copy, and that your site will not resemble, the look and feel of the Destination Sites. You will not create the impression from the appearance of your site, or from any content in your site, that your site is our site or a part of our site, nor will you frame any page in the Destination sites from within your site without our explicit written permission.

Do Not Use Our Domain Name
You agree that your domain name does not and will not at any time contain the words "Safe Health Insurance" or any variation of those names, and that you will not purchase any domain name or other right or otherwise contract with a third party to exploit those names, for the purpose of causing your site to appear as a search result or for any other reason. Violation of this provision by you will result in the immediate termination of this Agreement.

Give Us Your Full Cooperation
You agree to fully cooperate with us in order to establish and maintain any links between the Destination Sites and your site. You also agree that those graphic images that you display pertaining to the Destination Sites, for use as a link or otherwise, will only be graphic images that we provide to you from the Safe Health Insurance Affiliate Center. If we update those graphics, you agree to place our old graphics with the new ones within 5 business days.

Follow All Copyright Laws
It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it is in writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material in violation of the law.

Ineligibility
If you are an employee or agent of a Safe Health Insurance Competitor (each, an "Ineligible Party") you are not eligible to participate in the Safe Health Insurance Affiliate Program. A Safe Health Insurance Competitor means any entity providing online healthcare comparison shopping services.  If you are an Ineligible Party, or are not sure whether you are or are not an Ineligible Party, you must contact us before attempting to accept the terms of this Agreement. If you are an Ineligible Party and you accept the terms of this Agreement, you agree to (i) terminate this Agreement immediately if you become or Safe Health Insurance determines you are an Ineligible Party at any time and (ii) keep confidential any Confidential Information, as defined below), which you have gained access to during your participation in the Safe Health Insurance Affiliate Program. ANY BREACH OF THIS PROVISION SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

The Things You Need To Know and Understand

We Can Monitor Your Site
You agree that we have the right to monitor your site at any time and from time to time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made.

We Determine the Policies for Product and Service Purchases
Customers who purchase products and services from your web site through the Safe Health Insurance Affiliate Program will be considered customers of the Company. You agree that all of our rules, policies, and operating procedures concerning customer orders and customer service apply to those customers. We may, in our sole discretion, change our policies and operating procedures at any time and from time to time.

You Cannot Send Out Publicity Without Our Consent
You shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to us without first submitting the material to us and receiving our consent except for the explicit and primary purpose of soliciting leads or reviews under this Agreement. We agree that our consent will not be unreasonably withheld. If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the Destination Sites from your web site.

The Starting Date of this Agreement
This Agreement will begin upon our acceptance of your Affiliate Application.

How this Agreement can be Ended
Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

We Can Modify this Agreement
We may modify any of the terms and conditions in this Agreement, at any time and from time to time, in our sole discretion. You will be notified by email of any modification and a change notice will be posted on Safe Health Insurance Affiliate Center. Modifications may include, but are not limited to, changes in the scope of referral fees, payment procedures, and the Safe Health Insurance Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY OPTION IS TO END THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE Safe Health Insurance AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL INDICATE YOUR ACCEPTANCE OF THE CHANGES.

The Things You Receive

You Earn Referral Fees
You are eligible to earn referral fees on completed health insurance plan lead forms and approved health insurance applications. We will pay you referral fees according to the following schedule, as long as the requirements for payment, that are described below the schedule, have been met.

In order to be entitled to a referral fee for completed health insurance lead form, all of the following must occur:

• a customer arrives at the Destination Sites through a Tagged Link on your site;
• the customer completes an individual insurance plan lead form on the Destination Site;
• the completed individual insurance plan lead form must be delivered to Safe Health Insurance in an instantaneous manner, and not as aged data or through batch processing;
• all customer information contained in the completed lead form needs to be valid and is subject to verification.  A valid individual insurance plan lead form contains the following completed fields for the primary insured and each member of his or her family if coverage is desired for each member: first name; last name; daytime phone; email address; home zip code; current age; gender, and; tobacco use status.

In order to be entitled to a referral fee for an approved health insurance application, all of the following must occur:

• a customer arrives at the Destination Sites through a Tagged Link on your site;
• the customer completes an individual insurance plan lead form on the Destination Site;
• the completed individual insurance plan lead form must be delivered to Safe Health Insurance in an instantaneous manner, and not as aged data or through batch processing;
• all customer information contained in the completed lead form needs to be valid and is subject to verification.  A valid individual insurance plan lead form contains the following completed fields for the primary insured and each member of his or her family if coverage is desired for each member: first name; last name; daytime phone; email address; home zip code; current age; gender, and; tobacco use status;
• customer is approved for the health insurance plan.

When the total referral fees due to you at the end of a month exceed $50.00, we will send you a check for such amount less any taxes required to be withheld under applicable law. If your total referral fees in any month are less than $50.00, we will hold those referral fees and send you a referral fee check at the end of the next month when your aggregate referral fees exceed $50.00. When this Agreement ends, any referral fees due at the time of termination will generally be paid at the end of the month following termination, but we may hold your final payment for a longer period of time to ensure that the correct amount is paid. If there is a disputed or rejected lead form or review and we have already paid you a referral fee based on the completion of that item, we will deduct the amount of the disputed referral fee from your next monthly referral fee payment. If there are no subsequent referral fees due to you, we will send you a bill for the amount of the disputed referral fee, and you agree that you will pay that bill no later than thirty (30) days after you receive it. Safe Health Insurance shall have sole discretion with respect to judging whether or not a lead or review shall be deemed returned or defective.

Please note that for customers who enter our site by any means other than a Tagged Link, you will not earn referral fees for their purchases, even if those customers previously followed a Tagged Link from your site to our site or if those customers entered our site through a link from your site that is not a Tagged Link.

Referral Fees Will be Paid to Affiliates by Safe Health Insurance
Affiliate acknowledges that Safe Health Insurance Broker-Partners may perform all actions, services and processing of insurance applications offered through the Destination Sites and all other matters relating thereto, including but not limited to (i) the solicitation of insurance policies, (ii) the processing of insurance binders and other insurance related documentation, (iii) the collection of insurance premium payments, and (iv) all other insurance agent functions and activities (collectively, the "Insurance Activities"). The parties intend that the compensation payable by Safe Health Insurance to Affiliates under this Agreement shall not constitute an insurance commission, and the parties agree that Affiliates are not, by providing the Links, engaged in any Insurance Activities, and Safe Health Insurance shall not pay any commission to you based upon the condition that a Customer purchase an insurance policy through Safe Health Insurance Broker-Partners. If Safe Health Insurance determines that this compensation method is not in compliance with applicable federal, state or other laws and regulations, Safe Health Insurance will determine an alternative compensation method at its reasonable discretion

Password to Access Specific Affiliate Information
If you become a member of the Safe Health Insurance Affiliate Program, you will be given a strictly confidential password so that you may securely enter our site the Safe Health Insurance Affiliate Center, located at http://www.safehealthinsurance.com/affiliate. From this secure site you will be able to receive your sales statistics, reports, and other information, as well as the graphics and HTML code that enable you to create links from your web site to ours. The sales statistics will be updated on a real-time basis. Your referral fees will be based on the reports you may access at the Safe Health Insurance Affiliate Center. You agree that such reports will be the final, determinative measurement of the lead forms or reviews for which referral fees will be calculated.

Grant of Licenses
During the term of this Agreement, we grant to you a non-exclusive, revocable, non-transferable and non-sublicensable worldwide right and license to (i) access our Destination Sites through HTML links solely in accordance with the terms and for the purposes of this Agreement and (ii) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you solely in connection with such links. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials during such time as you are a member in good standing of the Safe Health Insurance Affiliate Program. This license will terminate immediately upon termination of this Agreement. We may revoke your license at any time by giving you written notice. Upon termination of this Agreement, you agree that you will immediately cease all further use in any manner of any or the Licensed Materials on any site that you own, operate or control.

Further, this Agreement may be terminated immediately by Safe Health Insurance in the event that Affiliate: 1) operates an illegal business through its web site and/or subscription email list; 2) engages in any illegal activity of any type, including but not limited to displaying illegal content on its web site and/or in its subscription emails or offering any illegal goods and services through its web site and/or subscription emails; 3) its web site or email link to its web sites contain or promote any content which Safe Health Insurance, in its sole discretion, believes is misleading, abusive, violent, bigoted, hate-oriented, or pornographic; 4) engages in indiscriminate or unsolicited commercial advertising emails; 5) places links to a Destination Site in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources; 6) causes or enables Links to Destination Sites which are not made in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript pop-up windows and re-directs; 7) establishes or causes to be established any promotion that provides any rewards, points or compensation for completed lead forms and reviews, or that allows third parties to place Links to the Destination Sites without Safe Health Insurance’s prior written permission; 8) breaches licensing provisions of this Agreement; 9) breaches any other intellectual property right, provision of this Agreement, or other common law intellectual property rights of Safe Health Insurance;10) dilutes, blurs or tarnishes the value of Safe Health Insurance’s brand, and/or; 10) engages in any activity that breeches any form of current or future Health Insurance Portability and Accountability Act (HIPAA) legislation.

Upon any termination of this Agreement, Safe Health Insurance and Affiliate will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve Affiliate from any liability arising from any breach of this Agreement occurring prior to termination.

Upon termination of this Agreement, (i) Safe Health Insurance's acceptance of additional referrals obtained through Affiliate shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Affiliate shall be entitled only to those unpaid referral fees, if valid, earned by Affiliate on or prior to the date of termination; (iii) Affiliate shall in no event be entitled to referral fees with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licensees of Affiliate hereunder shall immediately terminate; and (v) Affiliate shall cease all uses of any trade names, trademarks, service marks, logos and other designations of Safe Health Insurance or the Program.

Each party agrees not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

More Things You Need To Know and Understand

Confidentiality
Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.

Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE Safe Health Insurance.COM WEB SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM THE COMPANY ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that:

• you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement;
• you, or if you are a company the person entering into this Agreement on your behalf, are an adult of at least 18 years of age;
• this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
• you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
• you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement; and
• there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

Limitations of Liability
WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT.

Indemnification
You agree to indemnify, defend and hold harmless the Company and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.

Miscellaneous

• Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.
• You may not assign your rights or obligations under this Agreement to any party.
• You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate web sites that are similar to or compete with your web site.
• You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement.
• THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN SANTA CLARA COUNTY, CALIFORNIA, IN ANY DISPUTE INVOLVING THIS AGREEMENT.
• Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default.
• This Agreement represents the entire agreement between you and us and supersedes all prior agreements and communications we may have had, oral or written.
• Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.
• If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
• The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.

Official Notices

Click here to send official notices to Safe Health Insurance or any replacement email address provided at the Safe Health Insurance Affiliate Center.

BY APPLYING FOR THE Safe Health Insurance AFFILIATE PROGRAM YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.