In order to proceed with the application, you must read, understand
and accept the Affiliate Partner Operating Agreement outlined below
by clicking on the "Agree" button at the bottom of this document.
Please feel free to contact us with any questions or concerns.
Affiliate Partner Operating Agreement
This Operating Agreement contains the complete terms and conditions
between you as an Affiliate Partner ("Affiliate") and RubyGold
Financial, LLC. a Delaware corporation, concerning your participation
as an Affiliate in the RubyGold.com Affiliate Partner Network ("Network").
Through the RubyGold Financial Internet website, "RubyGold.com",
RubyGold Financial, LLC. offers insurance quotation services to consumers.
The Affiliate operates an Internet website accessible at the URL submitted
with the online application (the "Affiliate Website").
The Affiliate would like to link Affiliate Website to the RubyGold
Financial Internet Website in order to offer the RubyGold Financial
Service to the Affiliate's customers, and RubyGold Financial desires
to provide such access to the RubyGold Financial Internet website under
the terms and conditions specified herein.
1. Enrollment in the Network
To begin the enrollment process, Affiliate must submit a completed
Network application via RubyGold Financial Internet website. RubyGold
Financial will evaluate Affiliate’s application in good faith and
will notify Affiliate of its acceptance or rejection as an Affiliate.
RubyGold Financial may reject Affiliate’s application if we determine
(in our sole discretion) that the Affiliate Website is unsuitable for
the Network for any reason, including, but not limited to, inclusion
of content that is in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically, or otherwise objectionable
to RubyGold Financial. If Affiliate’s application is rejected,
Affiliate may reapply to the Network at any time that the Network program
is in effect.
2. Rights Granted by RubyGold Financial to the Accepted Affiliate.
2.1 License.
If Affiliate’s application is accepted, RubyGold Financial grants
to Affiliate a nonexclusive, nontransferable, (without right to sub-license),
license to link to the RubyGold Financial in accordance with the specifications
set forth in this Agreement. RubyGold Financial also grants Affiliate
a nonexclusive, nontransferable right to display RubyGold Financials’
brand marks associated with the RubyGold Financial Service including
trademarks, service marks, trade names, logos, slogans, and advertising,
including text, graphic or audiovisual features of icons, banners, frames,
etc. to the extent distinctive to RubyGold Financial, (the "Brand
Marks"). Affiliate shall link to the RubyGold Financial Website
only through the Affiliate Website, and shall not link to the RubyGold
Financial Website through any other URL or mirrored site without the
prior written consent ofRubyGold Financial. Presentation of the Brand
Marks shall be in accordance with the style conventions of RubyGold
Financial.
2.2 Reservation of Rights.
Except as expressly granted in this Agreement, Affiliate shall have
no other rights of any kind in the Brand Marks, the RubyGold Financial
Website or the RubyGold Financial Service. Under no circumstances will
anything in this Agreement be construed as granting, by implication,
estoppel or otherwise, a license to any of RubyGold Financials’
intellectual property or proprietary technology other than the use of
the RubyGold Financial Service and Brand Marks in accordance with the
terms of this Agreement. Affiliate acknowledges that the RubyGold Financial
Website and Services are the sole property of RubyGold Financial, and
this Agreement only grants Affiliate a limited right to link to the
RubyGold Financial Internet website under the terms and conditions of
this Agreement. Affiliate further acknowledges that use of the Brand
Marks, the RubyGold Financial Internet website contrary to the terms
of this Agreement shall cause irreparable harm to RubyGold Financial,
for which monetary damages are an inadequate remedy. Affiliate agrees
that RubyGold Financial may seek an injunction restraining such breach
or threatened breach and to seek specific performance of any provision
of this Agreement.
3. Obligations of the Parties.
3.1 Setup and Maintenance of Links.
Affiliate agrees to perform those services necessary to setup and maintain
the appropriate links to the RubyGold Financial Internet website at
the Affiliate Website for the term of this Agreement and in accordance
with the specifications set forth in this agreement, and RubyGold Financial
agrees to perform those services necessary to support links from the
Affiliate Website to the RubyGold Financial Internet website. Affiliate
may only place links to the RubyGold Financial Internet website from
visible and publicly accessible portions of the Affiliate Website. Affiliate
may not place links to the RubyGold Financial Internet website from
e-mail messages, web sites other than the registered Affiliate Website,
public message boards, newsgroups, or any other location without the
express written consent of RubyGold Financial. Affiliate may also not
engage in any type of "Spam" or bulk e-mail which either references
or links directly to the RubyGold Financial Internet website.
3.2 Provision of Statistical Data.
Aggregate statistical consumer activity information for links from
the Affiliate Website will be provided by RubyGold Financial to Affiliate
including (a) the total number of visits from the Affiliate Website
to the Group Insurance Concepts Website, and (b) the total number of
unique visitors from the Affiliate Website to the RubyGold Financial
Internet website, and (c) the total number of consumer insurance quotation
requests generated by links from the from the Affiliate Website to the
RubyGold Financial Internet website.
3.3 Indemnification.
If a third party claims that the operation, condition or content of
Affiliate’s website, or the use of Internet facilities conducted
by Affiliate, or the conduct of any business, advertising, marketing
or sales by Affiliate infringes any US patent, copyright, trade secret,
or comparable intellectual property right, Affiliate will defend RubyGold
Financial at Affiliate’s expense and pay all damages that a court
finally awards or that arise from an Affiliate approved settlement.
4. Linking Methods.
Affiliate agrees to use the URL's provided by RubyGold Financial which
allow for accurate tracking of Affiliate activity and direct links to
portions of the RubyGold Financial Internet website including both generic
and branded versions of the RubyGold Financial insurance product quote
forms. Creative enhancements including banners and buttons of various
standardized sizes will be provided for Affiliate use under the terms
of this agreement.
4.1 Linking Web Sites.
Affiliate may not provide any type of incentive to complete an insurance
quotation request including but not limited to any type of contest entry,
prize, free offer, gift, service, cash, coupon, promise of charitable
donation or points redeemable for any of the previously mentioned incentives.
5. Transaction Fees Payable by RubyGold Financial.
RubyGold Financial shall pay Lead Transaction Fees (as defined in Section
5.3) to the Affiliate on the following terms.
5.1 Lead Types.
A Lead shall be defined as a request for an insurance quotation of
the type: Whole Life Insurance, Universal life Insurance, Term Life
Insurance, Multi-Strategy Indexed Life Insurance, Disability Insurance, Long Term
Care Insurance, Mortgage Life Insurance, Final Expense Insurance, Annuity,
IRA, and Survivorship Life Insurance, collectively referred to herein
as "Lead Types".
5.2 Lead Activity.
A Lead shall be deemed to have occurred when an individual consumer
reffered from the Affiliate Website using the linking methods described
in this Agreement completes a RubyGold Financial Application Request
Form and the information submitted by the consumer is (a) not that of
an insurance agent, but rather a potential consumer of the identified
insurance products (b) accurate consumer information (c) information
from an insurable consumer (d) for that of an agreed upon Lead Type
as outlined in this agreement and (e) not procured by an incentive as
prohibited by Section 4.1 of this Agreement.
5.3 Payment of Lead Transaction Fees.
RubyGold Financial shall pay the Affiliate a Transaction Fee ("Lead
Transaction Fee") for each Lead generated during each bimonthly
payment interval ("Payment Interval"); provided that total
payment for the said Payment Interval exceeds $50.00 ("Minimum
Payment"). If the total of the Lead Transaction Fees for the Payment
Interval do not exceed the Minimum Payment amount, the total will accrue
and be carried forward one Payment Interval.
6. Confidentiality.
Each party acknowledges that it will have access to certain information
and materials concerning the other party's business, plans, customers,
code and products that are confidential and of substantial value to
such party (referred to in this Section as "Confidential Information"),
which value would be impaired if such Confidential Information were
disclosed to third parties. The terms of this Agreement shall be deemed
to be Confidential Information. Except as may be required by law or
regulation, each party agrees to maintain all Confidential Information
received from the other, both orally and in writing, in confidence and
agrees not to disclose or otherwise make available such Confidential
Information to any third party without the prior written consent of
the disclosing party. Each party further agrees to use the Confidential
Information only for the purpose of performing this Agreement. The terms
of this Section 6 shall survive the termination of this Agreement for
a period of two (2) years.
7. Term and Termination.
7.1 Term.
The term of this Agreement shall be indefinite.
7.2 Termination.
Either the Affiliate or RubyGold Financial may cancel this Agreement
at any time without notice.
7.3 Effect of Termination.
Upon termination of this Agreement for any reason, all rights and licenses
granted under this Agreement shall terminate, and Affiliate shall immediately
cease use of the RubyGold Financial Service and any included Brand Marks.
RubyGold Financial shall pay any amounts owed to Affiliate within 30
days of the effective date of termination. Upon termination of this
Agreement Affiliate shall immediately terminate all links from the Affiliate
Website to the RubyGold Financial Internet website.
7.3 Limitation of Warranties.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES
PROVIDED BY RUBYGOLD FINANCIAL THEREUNDER ARE PROVIDED "AS IS"
WITHOUT ANY WARRANTY WHATSOEVER. AFFILIATE RECOGNIZES THAT THE "AS
IS" CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS
OF THIS AGREEMENT, WITHOUT WHICH RUBYGOLD FINANCIAL WOULD NOT HAVE AGREED
TO ENTER INTO THIS AGREEMENT. RUBYGOLD FINANCIAL EXPRESSLY DISCLAIMS
ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,
TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION
OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES SHALL BE DEEMED
A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF RUBYGOLD
FINANCIAL WHATSOEVER, INCLUDING LIABILITY FOR ANY DAMAGES OF ANY KIND
WHATSOEVER INCLUDING BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL
DAMAGES. AFFILIATE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES
OTHER THAN THE EXPRESS WARRANTY IN THIS AGREEMENT.
8. General Provisions.
8.1 Change of Terms.
Notwithstanding anything to the contrary in this agreement, RubyGold
Financial may change the terms and conditions of the Network in the
future. If RubyGold Financial materially changes the terms of its Affiliate
Operating Agreement it will: 1) post a revised Affiliate Operating Agreement
at this location; and 2) notify Affiliate via electronic mail that the
terms of the Affiliate Operating Agreement have been modified. By continuing
to participate in the Network after being sent such notice the Affiliate
will be deemed to have consented to the terms of the Affiliate Operating
Agreement as modified.
8.2 Failure to Perform.
If the performance of this Agreement is prevented, restricted or interfered
with by reason of fire or other casualty or accident, act of war, strike
or labor dispute, any law, order, proclamation, regulations, ordinance,
demand or requirement of any government agency, or any other similar
act or condition beyond the reasonable control of the parties hereto,
the party so affected will, upon giving prompt notice to the other party,
be excused from such performance during such prevention, restriction
or interference.
8.3 Governing Law.
Each party agrees to comply with all applicable Federal, state and
local laws and regulations in the performance of its respective obligations
under this Agreement. This Agreement shall be governed by the laws of
the Commonwealth of Delaware as applied to agreements made, entered
into and performed entirely in Delaware between Delaware residents.
8.4 Waiver.
No waiver of any term or condition of this Agreement will be valid
or binding on a party unless the same has been mutually assented to
in writing by both parties.
8.5 Forum.
Affiliate expressly agrees that the exclusive jurisdictions for any
claim or action arising out of or relating to the terms of this agreement
shall be the Circuit Court for the City of Roanoke, Virginia or the
Federal District Court for the Western District of Virginia, Roanoke
Division, and Affiliate further agrees and submits to the exercise of
personal jurisdiction of such courts for the purpose of litigating any
such claim or action.
8.5 Assignment.
Except as expressly set forth herein, no party may assign or delegate
this Agreement or any of its rights or duties under this Agreement without
the prior written consent of the other party hereto, which consent will
not be unreasonably withheld; provided, however, that either party,
without the consent of the other party, may assign or delegate its rights
or obligations under this agreement to any person or entity that acquires
or succeeds to all or substantially all of its business or assets.
8.6 Notice.
Any notice or request required under this Agreement shall be in writing
and shall be given by electronic mail, if from Affiliate to info@rubygold.com
and if from RubyGold Financial to Affiliate at the e-mail address which
Affiliate submits at the time Affiliate registers as an affiliate or
such other e-mail address as Affiliate has previously designated in
writing to RubyGold Financial.
8.7 No Agency.
This Agreement shall not be construed as creating or implying any relationship
of agency, franchise, partnership or joint venture between the parties.
8.8 Entire Agreement.
The terms and conditions contained in this Agreement constitute the
entire agreement between the parties with respect to the subject matter
thereof and supersede all previous agreements and understandings, whether
oral or written, and may not be modified except as set forth in Section
8.1 above, or in a writing signed by both parties.
Licensing and Copyright notice
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