By signing up to be a Participant in this Affiliate Program you are agreeing to be bound by the following terms. These Affiliate Program Terms ("Agreement") constitute a legal agreement between Notch Insurance Services LLC ("Company”, “we" or "us") and you ("Participant" or "you").

  1. Definitions. The following terms shall have the following meaning:
    1. "Qualified Lead” means a person other than any person affiliated with Company (including its employees), that receives a quote on the Service (went through the flow and got to the following URL: https://app.get-notch.com/acquisition/pricing) as a result of, and within 30 days of, being directed to the Service following a click on the Link, as determined by the Company in its sole discretion.
    2. "Link" means data, images, icons, buttons, banners, text, link formats, links and other linking tools of Company, that, when clicked on, direct the end user to the Service and that are made available to you by Company.
    3. "Service" means the platform for quoting, binding and selling insurance by Notch operated by Company at https://app.get-notch.com.
  2. Services
    1. Participant will promote the Link to potential customers of the Service, in accordance with Company's instructions from time to time. Participant will comply with any applicable laws on marketing emails (such as the CAN-SPAM Act of 2003 and any other applicable US directives and any national legislation implementing such directive and any similar laws). In any case, Participant will only send emails to people Participant has permission to send to and who have granted such permission by "opting-in" to receive emails.
    2. Without derogating from the provisions of Section 2.1 above, Participant expressly undertakes not to generate Qualified Leads or promote the Link in any manner which is prohibited by or would violate any applicable law or regulation or which would otherwise be inappropriate. Company shall retain ownership and have a proprietary interest in all data relating to Qualified Leads or the Service.
    3. Participant represents and warrants that: (a) Participant has the power and authority to enter into and perform its obligations under this Agreement; (b) Participant is qualified and in good standing to do business in each state where Company provides products and services and has in effect all up-to-date licenses and permits necessary or required to provide its products and services (federal and state); (c) Participant has not and will not violate the rights of any third party including, without limitation, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary/intellectual property right; (d) Participant will not target individuals under the age of eighteen (18) in its performance hereunder; and (e) Participant is not, nor is Participant acting on behalf of any person or entity that is prohibited from engaging in transactions with U.S. citizens, nationals, or entities under applicable U.S. law and regulation. Company shall be conclusively entitled to rely on each representation and warranty contained in this paragraph notwithstanding any investigation by Company and notwithstanding any knowledge which may be imputed to Company.
    4. Participant will maintain at all times during the term of this Agreement a comprehensive information security program designed to protect the physical and technical security, confidentiality, and integrity of any data provided by Company.
    5. In the event that any data has been disclosed or revealed to, acquired by, or accessed by, any unauthorized person or to any unauthorized third party, whether inadvertently, by means of a breach of Participant's security processes or otherwise (“Security Breach”), Participant shall immediately after it becomes aware of such Security Breach, provide Company with written notice of such Security Breach, and immediately and at its own expense investigate and take steps to identify, prevent, and mitigate the effects of such Security Breach.
  3. Payment
    1. Subject to the terms and conditions of this Agreement, Company shall pay Participant an amount equal to US$50 for each Qualified Lead (the "Consideration"). For the avoidance of doubt, the Consideration due to Participant shall be determined by Company based on Company's tracking systems and calculations.
    2. All Consideration shall be paid on a monthly basis, within 30 days following the end of the applicable month. Company shall be entitled to set-off from the amount of Consideration to be paid to Participant any associated costs related to the transfer of such Consideration.
    3. Company retains the right to review all Qualified Leads for possible fraud. Any incidence of fraud constitutes a breach of this Agreement, and Company retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that such fraud is deemed to have occurred Participant shall not be entitled to receive any consideration which have accrued to its benefit at such time*.*
    4. Company shall provide the Participant with the number of Qualified Leads generated in each calendar month during the Term, within 7 days of the end of such calendar month.
    5. You hereby agree that our measurements and calculations in relation to the number of Qualified Leads and the calculation of your Consideration shall be final and shall not subject to review or appeal.
    6. Except as expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in rendering performance of this Agreement.
    7. Budget limit cap – Company may, at its own discretion, limit the maximum Consideration due to Participant for each month.
  4. Term and Termination

This Agreement shall come into effect on the Effective Date and shall continue for the duration of twelve (12) months (the "Term"), provided however that either party may terminate this agreement at any time with immediate effect, with or without cause, by giving the other party written notice .

  1. No Warranties

COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN THE QUALIFIED LEAD AND COMPANY, OR THE SERVICES, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT.

  1. Indemnity

Participant will defend, indemnify, and hold Company and its, directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by Participant of any warranty, representation, or agreement contained in this Agreement; (b) the performance of Participant duties and obligations under this Agreement; and (c) any claim or demand by the Qualified Lead relating to actions taken by the Participant.

  1. Limitation of Liability

COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, OR FOR LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, COMPANY'S AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS MADE BY COMPANY TO THE PARTICIPANT UNDER THIS AGREEMENT OVER THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

  1. Confidentiality

During the term of the Agreement, a disclosing party may disclose to the receiving other party or the receiving party might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to the disclosing party (referred to as “Confidential Information"). The receiving party shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public. The receiving party may disclose Confidential Information to the extent required to be disclosed by applicable law or any legal agency having jurisdiction over the receiving party, in which case the receiving party will give the disclosing party prompt notice of such requirement.

  1. Notices

Any notices relating to this agreement will be made in writing and may be sent by fax, email or by registered mail or courier to the address mentioned in the preamble, or such other address as shall have been furnished by the parties. Any notice required under this Agreement shall be deemed given: (i) upon receipt, when delivered personally; (ii) by facsimile or e-mail, within 24 hours after having been sent; and (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, if sent by standard first class (or local equivalent) mail.

  1. Parties Relationship

Participant is an independent contractor and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

  1. Responsibilities of the Parties

Participant will actively and prominently make the Service available. However, Participant acknowledges and agrees that Participant is not an insurance agent, and therefore must observe and agrees to comply with the following: