This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, CareCheckers, LLC, and you, regarding your application to participate as an affiliate of CareCheckers ("Affiliate"). By submitting an application to join or by participating in the CareCheckers affiliate program, you are confirming that you have read this agreement and agree to be bound by its terms and conditions.
"We", "Our", "Us", "CareCheckers", (collectively, "CareCheckers").
"You", "Your", and "Affiliate(s)" - the business, individual or entity applying for participation in the CareCheckers Affiliate Program, or that promotes our services on its website and/or through offline representation in exchange for receiving a commission from CareCheckers for sales resulting from such promotion.
"Affiliate Site" - the Affiliate's Internet site which displays and promotes CareCheckers Services.
"CareCheckers Services" - daily reassurance calls, monitored check-in service, and other senior care resources available through CareCheckers.com.
"Commission Fees" or "Commissions" - Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to CareCheckers under and in accordance with this Agreement.
"Qualified Purchase" - a sale of CareCheckers Services, with a term of 1-month or longer, to a Referred Customer which meets the criteria set forth in Section 5 hereof.
"Referred Customer" - each new and unique customer referred from Affiliate through a Link (defined in Section 2 below) provided by or approved by Us, which meets the criteria set forth in Section 5 hereof.
"Registration Form" - any and all order forms, Registration Forms, or other signup or acceptance form (whether online, paper, fax, or otherwise) submitted by You or, as applicable, the Referred Customer to make a Qualified Purchase.
To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. We will evaluate Your application in good faith and will notify You of Your acceptance in a timely manner. We may reject Your application if We determine (in Our sole discretion) that Your site or business is unsuitable for Our Affiliate Program for any reason. If We reject Your application, for any reason, You may not reapply to the CareCheckers Affiliate Program. CareCheckers, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from the CareCheckers Affiliate Program at any time.
If You qualify and agree to participate as an Affiliate, We will make available to You textual and/or graphic links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which are subject to the terms and conditions hereof. The Links will establish a connection from Your site (or e-mail) to any area of Our site (although commissions will only be issued on Qualified Purchases). In utilizing the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links.
You also agree that You will display on Your site only those graphic images (indicating a Link) provided by Us or text messages expressly approved in advanced, via written communication, by CareCheckers. All Affiliate Sites shall display such graphic and/or textual links prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge. (example: iframe). Any information with respect to Us that is going to be displayed on Your site must be either provided by Us or expressly approved by Us, via written communication, in advance of any display.
EXCEPT AS PERMITTED ABOVE OR IN SECTION 13 BELOW, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE CARECHECKERS TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE "LINKS" AND THE "LICENSED MATERIALS" (DEFINED BELOW), ARE REFERRED TO HEREIN AS "OUR IP"), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning CareCheckers, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of Your site to the pertinent area of Our site will in no way alter the look, feel, or functionality of Our site. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in Your termination from the program or withholding of Commissions.
Affiliates must comply with Federal Trade Commission regulations including, but not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, e-mail or collateral that purport to provide an endorsement or assessment of an advertiser (in this case CareCheckers) must prominently disclose the that fact financial compensation is provided from the advertiser.
For more information on these guidelines, please refer to the following documents:
- FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising
- The FTC's Revised Endorsement Guides: What People are Asking
- Dot Com Disclosures: Information About Online Advertising
CareCheckers reserves the right to withhold commission fees and cancel the affiliate relationship with you should we determine, at our discretion, that you are not in compliance with the previously mentioned FTC regulations we deem relevant.
We will process orders placed by Referred Customers who follow the Links from your website to CareCheckers.com. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including CareCheckers service, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your website and will make this information available to You through our Affiliate Program online dashboard and/or by e-mailing periodic reports. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your website and our website are properly formatted.
Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to CareCheckers under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the "Criteria"):
CareCheckers reserves the right to withhold initial Commissions Fees for Affiliates who are new to the Affiliate program, or who have commissions that are potentially fraudulent as determined by CareCheckers in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
CareCheckers reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred Customer(s).
CareCheckers reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled CareCheckers purchases. Where no subsequent Commission Fee is due and owing, CareCheckers will send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.
CareCheckers, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:
CareCheckers reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of Commission Fees; CareCheckers is not obligated to actively notify Affiliates of the status of Commission Fees. If an Affiliate has a question about a Commission Fee that has been cancelled or withheld, that Affiliate has 30 days from the day the payment was due to contact CareCheckers to discuss or reclaim the Commission Fee. Any changes to decisions about cancelled or withheld Commission Fees are strictly at CareCheckers's discretion.
In the event that the Referred Customers that are referred to CareCheckers by a specific Affiliate are determined to have an excessive cancellation rate (as determined by CareCheckers in its sole discretion), CareCheckers reserves the right to withhold or decline pending and future Commission Fees for the Affiliate.
Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud CareCheckers or violation of any of the terms of this Agreement constitutes immediate grounds for CareCheckers to terminate this Agreement and will result in forfeiture of any Commission Fees due to you.
Subject to the terms of this Agreement, we will pay a 15% Commission Fee equal to the specified percentage or dollar amount on a Qualified Purchase by a Referred Customer which occurs during the month for which such Commission Fee is being calculated.
Referred Customers are typically billed on a recurring monthly basis, on the anniversary of signup. For each month that the Referred Customer remains an active and paying customer of Ours, We will pay You a 15% Commission based on the current value of the Qualified Purchase. Customers are able to upgrade or downgrade their service plans (Qualified Purchase) at anytime, and Your Commissions will be adjusted accordingly. Upon termination of the Referred Customer's account, whether by the Referred Customer or by Us, Commissions will no longer accrue or be paid for that Referred Customer.
Commission Fees will be processed approximately 15-30 days after the end of the month in which they accrued as set forth below.
Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to Section 8 below and (ii) reach a commission level of fifty ($50) dollars (the "Commission Threshold") based on the commission rates stated in the Commission Table. All Qualified Purchases eligible to result in Commissions under this Section 6 must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual. Once a Commission has accrued under this Section 6, the amount of such Commission shall be due and payable to you under the terms of Section 7. CareCheckers reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.
Commission Fees shall be paid based on the current information in Your Affiliate profile. Please notify us promptly of any change in your address by updating your profile information in the Affiliate console.
You are responsible for informing CareCheckers of Your desired Payment form/type. You may choose to receive Commission Fees in the form of a PayPal payment or you may choose to receive Commission Fees in the form of check made out in U.S. currency. CareCheckers is not responsible for any third-party fees charged by PayPal, bank or other financial institute used to receive Affiliate Commission Fees.
PayPal payments will only be reissued within 120 days of original issue date in the case of incorrect PayPal address or refusal from PayPal to accept payment.
Check payments will only be reissued within 120 days of original issue date in the case of a lost check or stop-payment request. After 120 days, the payment will be voided. Check cancellation fees may be applied.
You can update or change desired payment form at any time by contacting us or updating your Affiliate Profile located in the Affiliate dashboard. Changes to desired payment form may take up to two payout cycles to take effect.
CareCheckers, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.
Disputes: Affiliate has access to CareCheckers's Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 45 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after 45 days of the date on which the Qualified Purchase occurred will not be accepted by CareCheckers and Affiliate forfeits forever any rights to a potential claim.
It is Your responsibility to provide CareCheckers with accurate tax and payment information that is necessary to issue a Commission Fee to You. If CareCheckers does not receive the necessary tax or payment information within 90 days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
Each Affiliate is required to submit a W9 Tax Form, which can be found at: https://www.irs.gov/pub/irs-pdf/fw9.pdf. You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, CareCheckers will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.
You are responsible for informing CareCheckers about changes to postal and e-mail addresses, as well as any changes to your name, e-mail address, contact information, tax identification number, or other personal information that will impact CareCheckers's ability to issue a valid Commission payment.
Any address changes must be made in the Affiliate profile in the Affiliate dashboard at least 15 business days prior to the end of the calendar month in order for Commission Fees for that month to be sent to the revised address.
You may log into your Affiliate dashboard to review Your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all Criteria for Qualified Purchases. As such, Commission Fees may not be issued on all Referred Customers that appear in the Affiliate dashboard.
We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. CareCheckers will solely be responsible for order processing for orders/Qualified Purchases placed by a Referred Customer following a Link from Your site, for tracking the volume and amount of Qualified Purchases generated by Your site, and for providing information to Affiliates regarding Qualified Purchases statistics. CareCheckers will be solely responsible for all order processing, including but not limited to payment processing, cancellations, and refunds related to CareCheckers Services. Any determination made by CareCheckers regarding the foregoing shall be binding absent manifest error.
Referred Customers who purchase CareCheckers Services through the Affiliate network will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures concerning CareCheckers Services will apply to those Customers. We may change Our policies and operating procedures at any time. For example, We will determine the prices to be charged for CareCheckers Services sold under the Affiliate Network in accordance with Our own pricing policies. Prices and availability of CareCheckers Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect services that You have listed on Your site, You may or may not be able to include price information in Your product descriptions. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular service. Please note that by signing up to be an Affiliate, You agree to both this Agreement and Our Terms of Service.
You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from CareCheckers for each and every day when any bulk mailing will occur. CareCheckers, in its sole discretion, reserves the right to reject each and every e-mail mailing. Additionally, You may only send e-mails containing an CareCheckers affiliate link and or a message regarding CareCheckers or CareCheckers's Affiliate Program to person(s) who have been previously contacted and whom consented to the fact that the You will be sending an e-mail containing CareCheckers information. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions. If your account has excessive clicks in a very short period of time as determined by CareCheckers in its sole discretion, the Affiliate relationship may be terminated.
The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by either party. Either You or We may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related CareCheckers Services are not cancelled and comply with all Terms laid out in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by CareCheckers in its sole discretion.
Any Affiliate who violates either this Agreement or CareCheckers' Terms and Conditions will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the CareCheckers Affiliate Program.
CareCheckers reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in CareCheckers' sole discretion.
Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all Commissions forfeited upon Affiliate's violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. CareCheckers, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any CareCheckers Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We make no representation 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, including the tracking of information about Referred Customers during the period of interruption.
You and CareCheckers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.
You hereby represent and warrant to us as follows:
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their 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) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any 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 You herein, or (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.
Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, CareCheckers and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. you understand that we may at any time (directly or indirectly) solicit CareCheckers relationships on terms that may differ from those contained in this agreement. We may also solicit CareCheckers relationships with entities that operate websites or provide products and/or services that are similar to or compete with your website, products and services. You have independently evaluated the desirability of participating in the CareCheckers Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
The laws of the United States and the State of Pennsylvania will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Monroe County, Pennsylvania and You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.
I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING AND COMMISSION FEES FROM US.
