INTERSECTIONS TERMS AND CONDITIONS FOR MARKETING PARTNERS
(Updated Aug 29, 2011)
This Intersections Terms and Conditions for Marketing Partners (this “Agreement”) is entered into between Intersections Inc., a Delaware corporation with its principal place of business at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151 (“Intersections”), and the entity that accepts this Agreement by clicking the “SUBMIT” button below (“Marketing Partner”).
1. Marketing Authorization.
(A) Marketing Partner may market the Intersections’ service contained in offers extended to Marketing Partner through the IDENTITY GUARD® partner platform (“Service”) in accordance with this Agreement.
(B) Marketing Partner is authorized to market the Service by placing advertisements including banner ads, buttons, and text links (including all metatags, metadata, web page titles, content, graphics, and URLs contains in the foregoing, as applicable) (“Advertisements”) which only link to the Intersections’ landing pages through websites directly owned by Marketing Partner (“Marketing Partner Web Site”).
(C) Marketing Partner is not authorized or permitted to create any Advertisements or other materials hereunder.
2. Marketing Rules and Requirements.
(A) The Service may only be marketed in the United States.
(B) Marketing Partner may not directly or indirectly offer for sale, market, promote or distribute the Services except as set forth herein. To the extent not expressly permitted hereunder, any form of marketing of the Service or use of an Advertisement is prohibited.
(C) Marketing Partner shall not make any misrepresentation or other inaccurate or misleading statement about the Service, engage in practices not in conformance with generally accepted good practices and standards for marketing to consumers, or otherwise engage in conduct which may reasonably be foreseen to harm the reputation of Intersections or the Service or subject Intersections to any civil or criminal liability or penalty.
(D) Marketing Partner may not market or promote the Service on or in connection with any web site (including Marketing Partner Web Site) or use any Advertisement that: (a) contains or promotes violence or hatred, criminal or illegal activities, sexually explicit material, discrimination based on race, color, sex, religion, nationality, disability, sexual orientation or age; (b) is libelous, defamatory, disparaging, obscene, or offensive; (c) infringes on the trademark, copyright, patent rights, service mark, or any other intellectual property right (collectively, “Marks”) of any third party; (d) uses Intersections’ Marks: (i) as a search term, keyword, and/or metatag, including in the title, body, and URL of search engine results, (ii) as a keyword on any search engine, including but not limited to Google, Yahoo, and Bing search engines, (iii) as a metatag, in keyword stuffing or in other hidden layers on its web site, or (iv) to drive organic search results without prior written consent to do so; (e) uses the Marks of any third party: (i) as a search term, keyword, and/or metatag, including in the title, body, and URL of search engine results, (ii) as a keyword on any search engine, including but not limited to
Google, Yahoo, and Bing search engines, (iii) as a metatag, in keyword stuffing or in other hidden layers on its web site, or (iv) to drive organic search results; (f) uses the Mark of any third party within the text, graphics, or other content without the third party’s consent; (g) spawns pop-ups or exit pop-ups; (h) uses any downloadable application; (i) includes content that is deceptive or misleading, or otherwise fails to comply with all applicable federal and state consumer protection laws, including without limitation the federal CAN-SPAM Act and state anti-spam laws; (j) uses any methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of a consumer; (k) promotes any illegal activity including without limitation the promotion of gambling, illegal substances, software piracy, or hacking; (l) spoofs, or redirects, traffic to or from any adult-oriented web sites or any other web sites not specifically designated or approved by Intersections as a landing page; (m) engages in lending, private investigation, physical security services, the practice of law, fraudulent or unethical conduct, “credit repair” or “credit counseling” as defined by applicable law, or Post Transaction Marketing (defined below); (n) offers pay-day loans; or (o) is otherwise restricted in other communications provided to Marketing Partner from time to time. “Post Transaction Marketing” is defined as the offering of a third party product or service on the Internet before, during, or following the offering of the Service.
3. Marketing Partner Web Sites.
(A) Marketing Partner shall ensure that at all times any and all Marketing Partner Web Sites are in full compliance with this Agreement.
(B) Marketing Partner is responsible for obtaining and maintaining any necessary permits, licenses or other authorizations or permissions necessary to use the Advertisements on the Marketing Partner Web Sites and to otherwise conduct the activities contemplated herein, including but not limited to any Intersections required approvals, approvals from any third parties, or any Federal, state, or local regulators.
(C) Marketing Partner shall ensure that no Marketing Partner Web Site contains or transmits to Intersections or an Intersections’ web site any virus, worm, Trojan horse, time bomb, malicious code or other code or device designed to cause injury or other harm or give unauthorized access to or use of systems or data.
(D) No more than two (2) business days after receipt of an email notice from Intersections requesting that Marketing Partner cease marketing through a specified Marketing Partner Web Site, Marketing Partner shall cease all such marketing in connection with that Marketing Partner Web Site including any display or distribution of Advertisements.
Marketing Partner acknowledges and agrees that any consumer who is successfully enrolled in the Service in accordance with Section 5(A) (“Customer”) is a customer of Intersections and has no relationship with Marketing Partner with respect to the Service. Marketing Partner shall not purport to provide the Service, and shall not provide information about the Service to consumers except by use of the Advertisements. Marketing Partner shall direct to Intersections all inquiries by Customers or potential customers regarding the Service. Intersections may enroll consumers in the Service in its sole discretion. Marketing Partner shall not purport to enroll any consumer or Customer in the Service, or collect information from any consumer or Customer for such purpose or otherwise in connection with the Service. Intersections is responsible for billing Customers.
5. Commissions and Expenses.
(A) Intersections will pay Marketing Partner a commission as listed on the IDENTITY GUARD® partner platform for the applicable Service offer. All amounts paid shall be based on the Net Proceeds of a Successful Enrollment. “Net Proceeds” shall mean shall mean the gross revenue received per Successful Enrollment, less any applicable taxes, charge-backs, and fees. An enrollment will be deemed a “Successful Enrollment” if the consumer: (a) links through the hyperlink supplied by Intersections from a Marketing Partner Web Site to the web site identified by Intersections; and (b) is then enrolled by Intersections as a customer for the Service after satisfying Intersections’ authorization, authentication and billing requirements.
(B) Intersections shall have no payment obligations to Marketing Partner after termination of this Agreement with respect to Customers enrolled in the Service prior to or after termination of this Agreement.
(C) Each party is responsible for its own expenses related to its obligations under this Agreement.
(D) The party receiving payment is responsible for any tax or assessment based on the payments made pursuant to this Agreement.
6. Confidential Information.
(A) Marketing Partner may not use Intersections' “Confidential Information” for any purpose other than performance hereunder, or disclose Intersections’ Confidential Information to any third party. Marketing Partner shall ensure that its employees, contractors, and agents do not disclose Intersections’ Confidential Information without the prior written consent of Intersections. Notwithstanding the foregoing, Marketing Partner may disclose Intersections' Confidential Information as required under applicable law, regulation, or court order, provided that Marketing Partner gives Intersections reasonable notice prior to such disclosure.
(B) “Confidential Information” means information of Intersections that is disclosed to Marketing Partner by or on behalf of Intersections in connection with and during the term of this Agreement, including trade secrets, know-how, inventions, techniques, processes, algorithms, computer software programs, schematics, financial and business data, projections and plans, strategies, operational plans and details, designs, information of or about Customers of the Service including without limitation personally identifiable information, marketing or sales data, and the terms of any Service offer.
(C) Notwithstanding the foregoing, “Confidential Information” does not include information that: (a) is or becomes generally available to the public through no act or omission of Marketing Partner; (b) was in Marketing Partner's lawful possession prior to receipt from or on behalf of Intersections; or (c) is lawfully disclosed to Marketing Partner by a third party without violation of any right of Intersections.
7. Intellectual Property.
(A) Marketing Partner acknowledges and agrees that Intersections is and shall remain the sole owner of: (i) each trademark, service mark, copyright, patent right, or other intellectual property right under which the Service is marketed pursuant to this Agreement (the “Intersections Trademarks”); and (ii) any and all rights, title and interest, including without limitation any patent, copyright or trade secret right, in any invention, discovery, process, method or work of authorship used or provided by Intersections in connection with the Service, including but not limited to any Advertisement, or any derivative work or improvement of any of the foregoing (“Intersections Intellectual Property”).
(B) Intersections grants Marketing Partner a nonexclusive, nontransferable, non-sublicensable license, during the term of this Agreement, to use and display the Intersections Trademarks and Advertisements for the sole purpose of performing hereunder. Marketing Partner acknowledges and agrees that, by virtue of use hereunder, it does not acquire any right, title or interest in the Intersections Trademarks, the Intersections Intellectual Property, or Advertisements and that all use of the Intersections Trademarks, the Intersections Intellectual Property, and Advertisements inures to the benefit of Intersections.
Intersections may monitor and/or audit, at Intersections sole discretion, Marketing Partner’s compliance with this Agreement (“Review”). Marketing Partner agrees to provide all necessary cooperation for a Review, including but not limited to responding to Intersections questions, provision of marketing materials, copies of the Advertisements utilized, information regarding the Marketing Partner Web Site, etc. In the event a Review reveals non-compliance by Marketing Partner with this Agreement, Intersections may terminate the Marketing Partner in accordance with the below process.
(1) If a Review shows or involves fraud or other unethical practices; the Marketing Partner and/or affected Marketing Partner Web Site shall immediately cease marketing efforts and use of the Intersections Trademarks, Intersections Intellectual Property, and Advertisements upon notice from Intersections to Marketing Partner. Intersections reserves the right to terminate this Agreement or any Service offer in the event of a violation under this Section 8(1).
(2) For any other violations found during a Review: (i) If a first or second violation: the applicable Marketing Partner Web Site shall be corrected or disabled within forty-eight (48) hours of notification from Intersections to Marketing Partner. (ii) If there is a third or more violation: all sales and the applicable Marketing Partner Web Site shall be immediately suspended and the affected Service offer and/or this Agreement shall be terminated, without further liability or obligation on behalf of Intersections, including but not limited to any payment obligations.
9. Representations and Warranties.
(A) Marketing Partner represents and warrants as follows: (a) it has all right and authority necessary to enter into and perform under this Agreement, and this Agreement has been duly entered into by it; (b) its performance of or exercise of rights under this Agreement, does not violate any law, regulation, court order or material agreement to which it is subject; and (c) all of its efforts to promote the Service as provided herein will comply with all applicable laws and regulations, including without limitation federal and state consumer protection laws and regulations and any third party or Intersections’ marketing guidelines and directives.
(B) INTERSECTIONS PROVIDES THE SERVICE ON AN “AS IS” BASIS AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER ARISING FROM THE SERVICE. FURTHER, INTERSECTIONS MAKES NO WARRANTY OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE WITH DATA, OR ACCURACY.
Marketing Partner agrees to defend, indemnify and hold harmless Intersections and each of its employees, officers, and directors, from and against any third party claim, suit, demand, or action, including without limitation reasonable attorneys’ fees (each and collectively, a “Claim”) arising from: (i) a breach by Marketing Partner of its warranties or obligations hereunder; and (ii) the marketing of the Service by Marketing Partner, including any Marketing Partner Web Site.
11. Liability Limitations.
EXCEPT IN THE EVENT OF BREACH OF CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY, OR WITH RESPECT TO SECTION 10 ABOVE: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM; AND (II) EACH PARTY’S CUMULATIVE LIABILITY FOR BREACH UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF FEES OR COMMISSIONS DUE AT THE TIME THE CLAIM IS ASSERTED.
12. Term and Termination.
(A) The term of this Agreement commences on the date Marketing Partner accepts the Agreement by clicking the “SUBMIT” button, below, and shall continue unless otherwise terminated: (a) by Intersections upon two (2) business days prior notice (which may be delivered to Marketing Partner via email); or (b) by Marketing Partner upon sixty (60) days prior written notice.
(B) Intersections may upon written notice to Marketing Partner suspend or terminate any provision of this Agreement to the extent reasonably necessary: (a) to comply with: (i) any law or regulation, or (ii) requirement of a third party that supplies data for the Service; or (b) to enforce Intersections’ marketing restrictions under this Agreement.
(C) Upon termination of this Agreement: (a) all licenses granted by Intersections to Marketing Partner, and any authorization of Marketing Partner to promote or market the Service immediately terminate; (b) Marketing Partner and each Marketing Partner Web Site shall immediately cease any and all use, distribution, or display of the Advertisements and Intersections Trademarks; and (c) Marketing Partner shall cease use of, and destroy or return to Intersections, any Confidential Information.
(A) Marketing Partner acknowledges and agrees that the Service may be the same as or similar to services marketed or provided by Intersections independent of this Agreement, and nothing herein restricts or limits Intersections’ right to market and provide such services, including by use of other affiliates, agencies or financial institutions.
(B) Each party is an independent contractor of the other party, and no other relationship between the parties is formed, including without limitation any employment, agency, partnership, joint venture or fiduciary relationship.
(C) This Agreement binds and inures to the benefit of each party’s permitted successors and assigns. Marketing Partner may not assign this Agreement without the express prior written consent of Intersections, which consent shall not be unreasonably withheld or delayed.
(D) Neither party is liable for delays and failures in performing under this Agreement that result from any cause beyond the reasonable direct control of the party.
(E) Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by either party, may not be deemed a waiver of any further, prior, or future right or remedy.
(F) This Agreement is governed by and to be construed in accordance with the laws of the Commonwealth of Virginia, exclusive of its choice of law rules. The parties consent to the exclusive jurisdiction in the state or federal courts in the Commonwealth of Virginia with respect to any dispute arising under this Agreement.
(G) Sections 6, 7, 10, 11 and 13(F) hereof shall survive termination of this Agreement.
(H) Where this Agreement permits or requires approval or notice by email, such approval or notice may be provided in an email only from one party’s representative to the other party’s representative each as designated herein. The Intersections representative is Joe Mason (firstname.lastname@example.org). The Marketing Partner representative is the person listed in the contact details of the IDENTITY GUARD® partner platform. A party may change its representative by written or email notice.
(I) All notices required to be given in writing must be sent by overnight delivery service to Intersections: 3901 Stonecroft Boulevard, Chantilly, VA 20151 Attn: EVP, Consumer Services, with a simultaneous copy to: Chief Legal Officer; to Marketing Partner: Address set forth in the IDENTITY GUARD® partner platform. Notice is deemed effective on the day after delivery to the overnight carrier.
(J) If any provision of this Agreement is declared invalid, the other provisions remain in full force and effect, and this Agreement is deemed to be amended to replace the rights and obligations contained in the invalid provision.
(K) The party submitting this Agreement represents that it has the authority to bind Marketing Partner.
(L) This Agreement, constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, statements and representations, oral or written, between the parties relating to the subject matter hereof.