Effective Date: 04.05.2020
All services (“Services”) provided by a partner (“Partner”) for referrals of Leads (as defined below) to SPOT Pet Insurance Services, Inc. (“SPOT”) are governed by these Terms and Conditions (“Terms”). Partner agrees it has read, understands, and agrees to all terms applicable to you, which are contained herein. If you agree to the Order, Partner agrees to be bound by these Terms. SPOT reserves the right to make changes at any time to the Order or these Terms. Any modifications to any order from or by Partner or these Terms will be effective upon posting at https://spotpetins.com/agg. Your continued referral of Leads following posting of any revised Terms will constitute acceptance of the modified Terms. If you do not agree to be legally bound by these Terms, you are not permitted to refer Leads to SPOT. Any order that accompanies the Services is hereby incorporated herein as though referenced herein.
“Leads” are defined as potential customers that are referred to Spot by Partner. A Lead fee is only paid when a potential customer submits to Spot’s website via the Unique Link: First and Last Name, Email Address and Zip Code. Each Lead must be unique and not duplicative of any Spot’s own Lead’s. Lead Fee is only paid for a Lead who resides within the following states as verified by their zip code:
CA, NH, LA, MI, WV, GA, SD, AK, FL, KY, MA, MS, NC, NM, NY, OH, PA, SC, TN, UT, VA, WI, TX, AL, AZ, AR, CO, CT, DE, DC, HI, IA, ID, IL, IN, KS, ME, MD, MN, MO, MT, NE, NV, NJ, ND, NY, OK, OR, RI, VT, WA and WY
“Unique Link” is defined as web link provided by SPOT that contains unique parameters required to track the sale of any Qualifying Product(s). Unique Links must be used in order for Partner to earn a Contact or Sales fee.
“Qualified Products” are pet insurance coverage offered through www.spotpetins.com.
1. TERM. Unless otherwise set forth in any order for the Services between the Parties that are covered by these Terms, the Services shall have an initial term of one year (“Initial Term”). Thereafter, Spot may renew the Services and Terms in its sole discretion (together with the Initial Term, the “Term”).
2. DELIVERABLES. The Services shall include, but not be limited to, Partner marketing (subject to the limitations herein) the Qualified Products to potential customer via the Unique Link.
3. PARTNER OBLIGATIONS. Partner shall:
4. OWNERSHIP. Partner acknowledges and agrees that Spot for the purpose of performing the Services under these Terms shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Partner under these Terms, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to Spot’s brand partners promoting its brand (the “Brand Affiliates”). Partner represents and warrants that it owns or otherwise controls all of the rights to the Content; and that use of the Content you supply does not violate applicable law and will not cause injury to any person or entity. Spot has the right but not the obligation to monitor and edit or remove Content. Spot takes no responsibility and assumes no liability for any Content posted by you or any third party.
5. USAGE. Partner will grant Spot a limited, non-exclusive, royalty free, right and license to any items of Partner that are used in connection with promoting Spot so that Spot can feature such content generated by Partner (including Partner’s name and likeness) (“Partner Content”) on Spot’s owned and controlled social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the Term and for a period of twelve (12) months thereafter. Partner represents and warrants that it owns or otherwise controls all of the rights to the Partner Content; and that use of the Partner Content you supply does not violate applicable law and will not cause injury to any person or entity. Spot has the right but not the obligation to monitor and edit or remove Partner Content. Spot takes no responsibility and assumes no liability for any Partner Content posted by you or any third party.
6. LICENSE. Spot grants to Partner a temporary license to use Spot’s name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in above. Partner grants to Spot a perpetual license to use Partner’s name and likeness in all media including Spot website and the brand website and on social media sites and in all formats of print and digital media advertising.
7. TERMINATION. Spot may terminate any Partner at any time. Spot may terminate the Services during the Initial Term, Term, or at any time. Partner may also terminate the Services upon fourteen (14) days prior written notice if the Spot breaches these Terms and does not cure such breach within such time period. In addition to any right or remedy that may be available to Spot under this agreement or applicable law, In addition, in the event that Partner has breached these Terms, Spot may: (i) immediately suspend, limit or terminate Partner’s access to the Unique Link and/or (ii) instruct Partner to cease all promotional activities or make clarifying statements, and Partner shall immediately comply. Partner may terminate these Terms at any time without cause upon thirty (30) days prior written notice to Spot.
8. CONFIDENTIALITY. During the course of Partner’s performance of services for Spot, Partner will receive, have access to and create documents, records and information of a confidential and proprietary nature of the Spot, including the Terms (“Confidential Information”). Partner acknowledges and agrees that such Confidential Information is an asset of Spot or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Spot and its clients must be kept strictly confidential and used only in the performance of the Services. Partner agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such Confidential Information to any third party in any manner whatsoever except to the existing employees of Spot or as otherwise directed by Spot in the course of Partner’s performance of services under these Terms, and thereafter only with the written permission of Spot. Upon termination of these Terms or upon the request of Spot, Partner will return to Spot all of the Confidential Information, and all copies or reproductions thereof, which are in Partner’s possession or control.
9. FEES. In full consideration of Partner’s performance, obligations and the rights granted herein, Partner shall be paid in accordance to the Terms. Partner will otherwise perform the Services at his/her own expense and use his/her own resources and equipment. Partner acknowledges that the agreed upon fees represents Partner’s entire compensation with respect to the Services and Spot shall have no other obligation for any other compensation to or expenses or costs incurred by Partner in connection with the performance of its obligations under these Terms. If Partner has obtained employees or agents (the “Partner Personnel”), Partner shall be solely responsible for all costs associated with Partner Personnel.
10. COMPLIANCE WITH APPLICABLE LAW. PARTNER UNDERSTANDS THAT COMPLIANCE WITH LAW AND THE REQUIREMENTS OF THE GUIDELINES HEREIN ARE TO BE STRICTLY ADHERED TO BY PARTNER AND FAILURE TO DO SO MAY RESULT IN TERMINATION OF THE PARTNER, A LOSS OF COMPENSATION, AND OTHER REMEDIES AVAILABLE AT LAW.
11. FORCE MAJEURE. If either party is unable to perform any of its obligations by reason of act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.
12. INDEPENDENT CONTRACTOR. Partner is retained as an independent contractor of Spot. Partner acknowledges and agrees that Partner is solely responsible for the manner and form by which Partner performs the Services. Partner is responsible for the withholding and payment of all taxes and other assessments arising out of Partner’s performance of the Services, and neither Partner nor any of Partner’s employees or independent clients shall be entitled to participate in any employee benefit plans of Spot.
13. REPRESENTATIONS AND WARRANTIES. Partner represent and warrants that it is free to enter into these Terms and that this engagement to provide the Services does not violate the terms of any agreement between any third party.
14. INDEMNITY. Partner shall indemnify, defend, and hold harmless Spot and its affiliates, directors, officers, employees, and agents from and against all liability, claims, losses, damages, injuries, or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of any act or omission by Partner in the performance of the Services or under these Terms.
15. LIMITATION OF LIABILITY. Except for the Indemnity in Section 14, Licenses in Section 6, Confidentiality in Section 8, and Compliance with Law in Section 10, in no event shall either party be liable to the other party for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
16. GENERAL TERMS. If the scope of any of the provisions of these Terms are too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of these Terms shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.
These Terms may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void.
These Terms are made in Florida and shall be construed and interpreted in accordance with the law of Florida, applicable to contracts made and to be performed entirely therein.
The Terms are a complete and exclusive statement of the terms between the parties and may not be changed orally but only by writing signed by both parties. The terms that are intended to survive the termination of this Agreement shall survive. Except as it relates to the Term, any conflict between these terms and the Order, these terms and conditions shall control.
17. NO DUPLICATES. NO PAYMENTS ON DUPLICATE LEADS. These Terms shall not obligate Spot to pay Lead fees to Partner for a current or duplicate Lead. Additionally, Lead that are generated from a computer, as opposed to an individual are not eligible for a Lead fee.
18. PAYMENT TERMS. Unless otherwise set forth in any order form for the Services to the contrary, at the end of each month, Spot will calculate any fees earned by Partner and pay Partner before the end of the following month.