|Conversion action||Online purchase with processed valid payment|
|Cookie days||90 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Receive a 10% Ambassador referral reward on all completed sales you refer using your link.|
AUTHORIZED AFFILIATE REWARDS PROGRAM AGREEMENT TERMS & CONDITIONS
This SafeGuardian Authorized Affiliate Rewards Program Agreement (hereafter referred to as the “Agreement”) is made as of the date of the application, by and between the individual or business entity as contained in the Authorized Affiliate Program Agreement
(Hereafter referred to as “Affiliate”) and SafeGuardian, LLC., a Wyoming Limited Liability Company, (hereafter referred to as “Company”).
WHEREAS, Company is in the help alert and wellness care business and seeks to accept referrals for new Company accounts (hereafter referred to as “Subscriber”) from pre-approved Affiliates. Affiliate seeks to refer new Subscribers to Company
and to receive affiliate rewards for each new Subscriber who becomes a new Company subscriber they directly refer.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. REFERRAL PROGRAM GUIDELINES. Company provides home medical alarms and mobile help alert devices to subscribers throughout the United States. The Company’s Authorized Affiliate Program enables Affiliates to enjoy a one-time affiliate reward for
each new home or mobile medical alarm subscriber, who must be physically located in the United States, which an Affiliate refers to Company. Company is responsible for all aspects of the help alert account activation, equipment set up, shipping, subscriber information, technical support, 24/7 emergency monitoring and account billing for the Affiliate. All new Company help alert Subscribers are required to complete, sign and return the Company Subscriber Information Form & Service Agreement contained within each new Company help alert system to complete the account set up. Failure to return the Subscriber
Information Form and Service Agreement is grounds for cancellation of any account by Company.
2. DEFINITION OF TERMS.
“Special Links” are tracking-enabled hyperlinks to the Company Site that you place on your site, in accordance with this Agreement, which properly utilize the special “tagged” link formats we provide.
“Qualifying Purchase” occurs when a customer clicks through a Special Link on your site to the Company Site and
that customer then places an online order for a home or mobile medical alarm system directly with the Company web site no later than 90 days following the customer’s initial click using your Special Link.
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions.
“Proprietary Term” means keywords, search terms, or other identifiers that include the word “SafeGuardian,” any other trademark of Company or its affiliates, or variations or misspellings of any of those words.
“Redirecting Link” means a link that sends users indirectly to the Company Site via an intermediate site or web page and without requiring the user to click on a link or take some other affirmative action on that intermediate site or web page.
“Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, social media site, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
3. LICENSE. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use Promotional
Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the
expiration or termination of this Agreement.
4. INTELLECTUAL PROPERTY. Company retains all right, ownership, and interest in the Promotional Materials, and in
any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed
to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. PRINTED ADVERTISING MATERIALS. Company may make available to Affiliate downloadable and print sales and marketing materials designed to promote Affiliate referral orders. Affiliate agrees to use only un-modified sales and marketing materials
provided by Company in promoting or sales efforts. This includes, but is not limited to, order forms, brochures, videos, handouts, product sell sheets, etc. Affiliate may submit to Company a custom ad and material they wish to use with Company’s
written permission. Company is under no obligation to approve any additional materials as submitted. Furthermore Affiliate agrees to make no representation promise warranty or guarantee other than what is specifically contained in the Company
sales material or web site. Affiliate will not alter, add to, subtract from, or otherwise modify the Advertising Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Advertising Materials, Affiliate must obtain prior written
consent from Company for such alteration of modification.
6. ONLINE / WEBSITE PROMOTIONAL MATERIALS. Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional
Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate may also include a Special Link from the Promotional Materials to Company’s website, as specified by Company. The Affiliate’s use and display of the Promotional
Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, textual or othermaterials to promote Company’s website, products or services other than the
Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
c. The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.
7. SUBMITTING REFERRAL ORDERS. Affiliate may submit new subscriber orders to Company online at www.safeguardian.com. Affiliates will use only the exact Affiliate Order Link as made available to the Affiliate. It is the Affiliate’s sole
responsibility to enter their Affiliate link ID on each and every new order in order to receive proper credit. New Company orders received without a valid Affiliate link ID may not be awarded to the Affiliate without valid documentation. Company reserves the right to disapprove any referral order at its sole discretion.
8. LINKS ON YOUR WEB SITE. After you have been notified of acceptance into the Program, you may display Special Links on your site. Affiliates are provided Special Links to permit accurate tracking, reporting, and assignment of affiliate rewards. Special Link hyperlink code must not be modified in any way or they may not track your Referral Rewards orders. We have no obligation to pay affiliate rewards if you fail to properly format the links on your site to the Company Site as Special Links.
9. RESPONSIBILITY FOR YOUR SITE. You will be solely responsible for your site, including its development, operation,
and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
a. the technical operation of your site and all related equipment;
b. displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational
Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
c. creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
d. using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
f. any use that you make of the Content and the Company Marks, whether or not permitted under this Operating Agreement.
10. LIMITATION OF LIABILITY. Company will have no liability for these matters or for any of Affiliate’s end users’ claims relating to these matters, and Affiliate agrees to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination
of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 10; (c) your use of any Content, whether or not such use is authorized by or violates this
Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.
11. WEB LINK ORDER PROCESSING. We will process Product orders placed by customers who follow Special Links from your site to the Company Site. We reserve the right to reject orders that do not comply with any requirements on the Company Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 14) for reporting and affiliate reward
accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
12. We will not pay affiliate rewards on any of the following:
a. any Product purchase that is not correctly tracked or reported because the links from your site to the Company Site are
not properly formatted;
b. any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
c. any Product purchased through a Special Link that violates the terms of this Agreement;
d. any Product purchased for resale or commercial use of any kind;
e. any Product purchased after termination of this Operating Agreement;
f. any Product order that is canceled or returned; and
g. any Product purchased by a customer who is referred to the Company Site through any of the following:
a. a Prohibited Paid Search Placement; or
b. a link to the Company Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response
to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
13. AFFILIATE WARRANTIES. Affiliate represents and warrants the following:
a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set
forth in this Agreement.
b. Affiliate’s website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images; or
iv. Solicitous of any unlawful behavior
c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Sections 4, 5 and 6 above.
e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual
f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use
Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
14. WEB LINK AFFILIATE REWARDS. We will pay you affiliate rewards on Qualifying Purchases in accordance with Section 15. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the SafeGuardian site during a single Session that customer places the order for any home or mobile medical
alarm system no later than ninety (90) days following the customer’s initial click-through.
15. AFFILIATE REWARD AMOUNT. Company agrees to award Affiliate for every new Qualifying Purchase(s) accepted by Company. Specifically, Company will compensate a Standard Affiliate with a minimum of twenty percent (20%) affiliate reward for
each and every approved Qualifying Order. Affiliate rewards are paid based upon subscriber payment actually received by Company. Company is not required to pay affiliate rewards to Affiliate in the event Company is not paid by Subscriber.
16. AFFILIATE REWARDS PAYMENT METHODS. We will compute your affiliate rewards on a monthly basis for Qualifying Purchases shipped, in a given month, subject to any applicable withholding or deduction described below. We will pay you using the payment method you choose from the following available options. If you have not selected one of the payment methods below, we will withhold any unpaid accrued affiliate rewards until you have done so.
17. COMMISSION PAYMENT DATE. Company shall pay all Commissions accrued and payable to Affiliate within 15 days of the first day of each month (the “Commission Payment Date”) and no more than 45 days following acceptance of any Qualifying Order. If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than fifty dollars ($50), then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed.
18. TAXES. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
19. FORFEITURE OF COMMISSION. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
20. POLICIES AND PRICING. Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Company Site. Accordingly, as between Affiliate and Company, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Company Site will apply to those customers, and we may change them at any time.
21. INDEPENDENT CONTRACTORS. Company and Affiliate are both independent contractors and are not partners or joint ventures with each other, nothing in this Agreement shall be constructed as authorizing or appointing either party or any
of its agent’s representatives or employees to represent the other in any manner. Affiliate’s personnel are employees of Affiliate and Affiliate will pay all compensation, payroll taxes, benefits and reimbursement of expense to said employees.
22. CONTRACTUAL OBLIGATIONS. Company and Affiliate agree that neither party has the authority to enter into contracts, agreements, and obligations, or bind the other in any manner, except as provided herein, unless authorized in writing
prior to executing such commitments.
23. LAWS, LICENSES AND PERMITS. Affiliate is solely and completely responsible for obtaining and maintaining and shall apply for, retain and pay for all licenses permits or other charges imposed by and local state federal or regulatory governmental agency. Affiliate is responsible for investigating and complying with specific permit required by any local municipality law enforcement agency or other appropriate jurisdiction body. Affiliate understands and accepts that Company is a retailer of user-installed personal help alert systems and is not a state-licensed alarm dealer or installer.
24. MAINTAINING ACTIVE PROGRAM STATUS. Affiliate understands and accepts that a minimum participation level is required to continue the affiliate program. If Affiliate has not earned any affiliate rewards in the year prior to any given calendar month, then on the first day of that calendar month we may charge affiliate an account maintenance fee that will be deducted from Affiliate’s
unpaid accrued affiliate rewards. That account maintenance fee will be the lesser of $10 or the amount of unpaid accrued affiliate rewards in your account. Further, any unpaid accrued affiliate rewards in your account may be subject to escheatment under state law. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts rewarded to you under this Operating Agreement. Rewards made to you, as reduced by such deductions or withholding, will constitute full payment and settlement to you of amounts payable under this Operating Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your affiliate rewards until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
25. CONFIDENTIALITY. Any information that Affiliate is exposed to by virtue of its relationship with Company under this agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company. This Agreement shall govern the conditions of
disclosure by SafeGuardian, LLC to Affiliate of certain “Confidentiality and Proprietary Information” including but not limited to forms, suppliers, manufactures, marketing materials, marketing programs, graphics, forms data, trade secrets and intellectual property relating to the specific product known as CareCallers which are exclusively owned and distributed by Company. Affiliate agrees not to use the information therein except for necessary business activity as outlined in this Affiliate Agreement and evaluating its interest in entering a business relationship with Company. To safeguard the information disclosure to others with the same degree of care as exercised with its own information of a similar nature. Not to disclose any of the information to others, without the express written permission of Company. That Affiliate shall not directly or indirectly use, buy, sell or otherwise obtain for commercial purposes any of the products or services from the equipment manufacturer or any other independent wholesaler, distributor, retailer, monitoring service provider or directly or indirectly but sell or otherwise obtain future product(s) in the product line based upon or derived for the information except as may be expressly agreed to in writing by Company. Affiliate further agrees not to copy, modify or in any way make commercial use of all Company forms, subscriber agreements, websites, graphics, logos, brochures, marketing material or confidential marketing plans or programs. The confidentiality obligations of Affiliate with respect to the information shall continue and remain in force for a period ending two (2) years from the effective termination date of this Agreement.
26. NON-COMPETE COVENANT. During the term of Affiliates 's engagement with Company and for a period of two (2) years following, Affiliate (individually and on behalf of any entity, corporation or partnership Representative owns or controls) shall not directly or indirectly, on Affiliate's own or on behalf of any other person, whether as owner, employee, agent, consultant or in any other capacity, engage in any activities of the type in which Affiliate is engaged on behalf of Company including, without limitation, the representation of any manufacturer, seller, or marketer of medical alarms, mobile personal help alert, tracking device products or personal concierge services that are the same as or that are competitive with the Company Services sold, marketed or represented by Affiliate, and in which such activities are competitive with the business of the Company Products and Services, or enter into any compensation arrangement, sale of Affiliate's business, distribution of assets, or any other transaction relating to the manufacture, distribution, promotion or sale of products which directly or indirectly compete with Company Products and Services sold, marketed or represented by Affiliate. The territorial scope of this restriction shall be limited to the geographical area covered by Affiliate or in which Affiliate solicited customers or sold Company Products and Services on behalf of Company during any part of the eighteen (18) month period preceding the termination of Affiliate’s engagement with Company. Affiliate represents and warrants that if Affiliate does business as a partnership or corporation Affiliate shall require the principals, owners, sales employees, key management employees and contractors of Affiliate to execute this non-compete and non-solicit agreement. Notwithstanding any contrary agreements or undertakings, Affiliate agrees that Company may solicit and, upon termination of the relationship, may employ any of Affiliate's sales associates, employees and contractors in its sole discretion without liability to Affiliate or any entity Affiliate owns or controls.
NON-SOLICITITATION AGREEMENT. During the term of Affiliate's engagement with Company and for a period of two (2) years
following, Affiliate (individually and on behalf of any entity, corporation or partnership Affiliate owns or controls) shall not directly or indirectly, without the prior written consent of Company, (a) induce or attempt to induce any employee, representative or consultant to terminate his or her employment with Company or their successors, affiliates, and/or subsidiaries, or recruit, solicit, entice, or take away or assist others in recruiting, soliciting or hiring any person who is, or within the preceding two (2) years was, an
employee, representative, or consultant for Company or their subsidiaries, successors and/or affiliates, and/or (b) solicit, directly or indirectly, any current or prospective customers of Company ("Protected Customers"). Protected Customers shall be any person, corporation or other entity serviced, sold to, approached or solicited, directly or indirectly, by Affiliate or Affiliate's agents, employees or representatives, during any part of the eighteen (18) month period preceding the termination of Affiliate's engagement with Company.
28. AGREEMENT TERM. This Agreement shall take effect when Affiliate’s application is approved and Affiliate is issued their Special Link. The Agreement shall remain in full force and effect indefinitely until terminated pursuant to this Agreement.
29. TERMINATION. Either Party shall have the right to terminate this Agreement at any time, with or without cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination. Use of bulk, unsolicited emailed marketing (spam) by Affiliate is grounds for immediate termination of this Agreement by Company. Upon notice of termination by either party, Affiliate agrees to immediately remove any/all web site Promotional Materials, Company graphics, Special Links and return any/all unused advertising materials provided by Company.
30. ARBITRATION AGREEMENT. Any controversy or claim arising out of or relating to this contract, or the breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitration (s) may be entered in any court having jurisdiction thereof. Both Parties to this contract, by entering into agree that all claims must be arbitrated and are giving up their constitutional rights to have any such dispute decided in a court of law before a jury and instead are accepting the use of arbitration. Arbitration must take place in Cheyenne Wyoming. The validity, interpretation and performance of this Agreement and any dispute connected therewith shall be governed and constructed according to the law of the State of Wyoming.
31. INDEMNIFICATION. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 13 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
32. HEADINGS. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
33. INVALID PROVISIONS. In the event of any of the terms and provision of this Agreement shall be declared to be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect.
34. SEVERABILITY. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
35. NOTICES. All notices to be given hereunder shall be in writing and may be served, either personally, by email or by mail, postage prepaid to the Company or Affiliate address set forth in the Agreement or to any other address provided by one or the other from time to time in writing.
36. GOVERNING LAW. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Wyoming, without regard to conflicts of law principles.
37. ENTIRE INTEGRATED AGREEMENT, MODIFICATION, ALTERATION & WAIVER. This Agreement (including the Exhibits
attached hereto) constitutes the entire agreement between the parties with reference to the subject matter hereof, supersedes and replaces all prior written Agreements which the parties may have executed relative to the same subject matter, and merges all prior or contemporaneous representations, statements or understandings between them relative hereto. This Agreement may not be changed or modified orally, but only by a subsequent instrument in writing, signed by both parties, which states that it is an Amendment hereto.