(Referral Fee Agreement for Non-Licensed Referral Sources)
As used in this agreement, "we" or “us” means North American Air Travel Insurance Agents Ltd., doing business as TuGo (“TuGo®”), and "you" means the applicant, "website(s)" means worldwide website(s) and, depending on the context, refers either to TuGo’s website located at https://tugo.com, or to the website(s) that you will link to our website. "Our program" means the TuGoAffiliate Program.
THIS AGREEMENT is entered into asof the date your application to TuGo’s Affiliate Program is approved by TuGo, by and between TuGo, located at 1200-6081 No. 3 Road, Richmond, British Columbia, V6Y 2B2, and the individual or entity desiring to participate in the TuGo Affiliate Program. All notices permitted or required by this Agreement must be in writing and are deemed given when a party delivers the notice to the mailing address, email address or facsimile number provided by the other party. This Agreement supersedes all previous agreements or understandings between the parties with respect to the subject matter herein.
The following words in this agreement, including any schedule, have the following meanings:
a) “Affiliate” means a non-licensee party approved by TuGo to participate in the TuGo Affiliate Program and will not, under any circumstance, include a party not approved or rejected by TuGo for participation in the TuGo Affiliate Program.
b) “Non-Licensee” means a person who is not licensed and permitted to develop, market, sell and/or distribute Insurance under applicable laws.
c) “Referral Fee” means the fee payable by TuGo to you pursuant to this agreement when a Referred Customer purchases Insurance from TuGo during the Term.
d) “Referred Customer” means a customer that you refer to TuGo as contemplated by this agreement during the Term.
e) “Term” means the period commencing on the date when you are approved to become an affiliate until the termination of this agreement.
During the Term, you may refer any of your customers and other members of the public to TuGo so that such customers may obtain information about and purchase Insurance from TuGo. After you refer a Referred Customer to TuGo, we may contact and deal with the Referred Customer directly, and market, sell and distribute our products and services to the Referred Customer directly.
To begin the enrollment process as an affiliate in the TuGo Affiliate Program, you must submit a complete affiliate application in PartnerStack, via our website.
In order to be accepted as an Affiliate in the TuGo Affiliate Program, you must be based in and carry on business in Canada; however, if you are based in and carry on business in Quebec, Manitoba, Saskatchewan and Nunavut, TuGo is unable to accept your application to become an Affiliate.
Incomplete applications may cause delays in approval, or may cause your application to be denied. We will notify you of acceptance or rejection. We may, in our sole discretion, choose to decline your application if we determine that your website is unsuitable for our program. Unsuitable websites include, but are not limited to, those that:
If we decline your application, you are welcome to reapply to our program at a later date. You should also note that if we accept your application and your website is later determined (in our sole discretion) to be unsuitable for our program, we may terminate this agreement without prior notice.
After you refer a customer to TuGo and the Referred Customer purchases insurance from TuGo, TuGo will pay you a Referral Fee. Information on the Referral Fees will be sent to you after your registration into the TuGo Affiliate Program:
Method of payment:
Compensation earned (and GST thereon) will be paid on a monthly basis by PayPal, Stripe or by other means that we may establish in the future. Payment will be made from Partnerstack to your payment provider within 10 business days after the start of each calendar month. If this agreement is terminated, then all accounts in good standing (i.e. those with no questionable practices or questionable transactions) will be paid at within 10 business days after the start of the calendar month after the notice of termination is given.
TuGo does not guarantee or make any representations to you as to the volume of sales of Insurance or amount of Referral Fees you can expect as an affiliate.
Once you have been informed that you and your website(s) has/have been accepted into our program, we will provide you with text links, written content, and graphic links to use to link to our website and refer Referred Customers to us. To enable accurate tracking, reporting, and compensation payable to you, you must use the unique links generated in PartnerStack. It is your responsibility to ensure that the links are properly implemented on your website(s). We will not be liable to you with respect to any failure by you to properly implement the links we provide, including to the extent that such failure may result in a reduction of fees which would otherwise be payable to you based on this agreement.
You, as an affiliate, must not at any time during which you are an affiliate:
a) Bid or register search engine keywords such as: Google® AdWords, search terms, or other identifying terms or domain names that include the word "TuGo" or any variations thereof for use in any search engine, portal, sponsored advertising service, or other search or referral service. This specifically prohibits you from bidding on:
(i) Any form of our trademarks, "TuGo", "TuGo.com" and "TuGo.ca" or any keyword phrase that includes these terms;
(ii) Misspellings or variations of our trademarks: for example, "ToGo", "TooGo", "TwoGo", etc.; and
(iii) Any form of our trademarks or variations or misspellings in connection with a foreign country or other domain name extensions.
b) Participate in the promotion of our program through indiscriminate or unsolicited commercial emails, otherwise known as "spamming";
c) Lessen or tarnish the value of our trademarks, and/or services, including any claim made by you that you offer better services than TuGo while you are an affiliate partner of TuGo;
d) Misrepresent our TuGo brand name or our services, including our URL, logos, products, policies, or trademarks;
e) Cause or enable any quotes or referrals to be made that are not in good faith, including those made by, but not limited to, any device, program, robot, iframe, redirect, hidden frame, or by any other means;
f) Use any existing or future software products or services, or by any means, interfere with, replace, intercept, disrupt, hinder, or otherwise alter the web user's access, or interfere with the web user's experience at our website(s) or the website(s) of any affiliate of ours in a manner that causes or results in a different experience from what was intended by us or the affiliate, as applicable;
g) Use any existing or future software products or services, or by any means, block, alter, redirect, direct, substitute, insert, intercept or interfere in any manner with any click through that originates from our website(s) or the website(s) of any affiliate of ours, resulting in the reduction, increase or redirection of any fees or other payments earned by or owing to that affiliate;
h) Alter any of the links we provide in such a way that they contain harmful programming subroutines, such as worms or viruses;
i) Engage in any insurance activities which you are not licensed and/or permitted under applicable laws to engage in, including without limitation, marketing, selling or distributing Insurance, or discussing with a customer the merits of insurance products or services or a customer’s insurance needs;
j) Solicit, obtain, take or transmit an application for Insurance; solicit, negotiate for, place or procure Insurance or any continuation or renewal of Insurance; sign or deliver an Insurance policy; or collect or receive any premium for Insurance, unless and except to the extent that you are licensed and authorized to do so, if and as may be required by the applicable laws where you carry on business;
k) Violate any applicable laws including privacy laws and you will ensure that all of your affiliates comply with this Agreement and all applicable laws including privacy laws;
l) Represent yourself to be TuGo or any of our competitors; and
m) Create "redirects" or "jump pages" that immediately direct to our website without our express written permission other than when you do so in compliance with TuGo's policies and guidelines for the Affiliate Program and where TuGo provides you with links which you may provide to Referred Customers to direct Referred Customers to TuGo.
You acknowledge that a non-licensed person is not permitted to sell insurance, and you agree that if you are not licensed, you will not:
n) sell insurance;
o) provide any information, advice or recommendations regarding insurance. For further clarity, you shall ensure that your website and materials expressly confirm and clarify to customers that you are not selling or giving advice on insurance products, policies or services (unless you are licensed to do so);
p) refer customers to specific TuGo insurance products, policies or services, although you may refer customers to TuGo to obtain further information from TuGo and to purchase insurance products, policies or services from TuGo. For further clarity, you must advise any customer that you refer to TuGo that insurance is arranged by TuGo and that the customer will be directed to TuGo so that the customer may inquire with TuGo directly and deal with TuGo directly to purchase insurance from TuGo (and not directly from you);
q) expressly direct or advise customers to purchase TuGo insurance products, policies or services. For further clarity, while you may refer and direct customers to TuGo and advise customers to inquire with TuGo and deal with TuGo directly, you shall not direct or advise customers to purchase TuGo insurance products, policies or services.
Further, while you are an affiliate, you must:
r) comply with TuGo's policies and guidelines for the Affiliate Program, as established, updated and amended by us in our sole discretion from time to time;
s) obtain our prior approval and consent before you use our trademark(s) in your ad copy or display URL;
t) ensure that any claims reflected in your copy/advertising must be accurate at any time that your ad is running;
u) comply with the terms and conditions of the social media sites, forums or newgroups that you use to attempt to refer Referred Customers to us;
v) provide subscribers with the option to remove themselves from future mailings from you, if you are using such mailings to refer Referred Customers to us;
w) clearly represent yourself and your website as independent from TuGo, TuGo.com, TuGo.com’s associated companies, the TuGo.com website, and any of the TuGo Group's associated companies' websites.
If we, in our sole discretion, determine that you have engaged in any activities that violate any of our rules, policies or guidelines, we may (without sacrificing any other rights available to us) withhold fees otherwise payable to you under this agreement and/or terminate our association with you. If we are required to enforce any of our terms, you will be obligated to reimburse us for any legal fees and other costs reasonably incurred to do so.
These guidelines apply to your use of the TuGo® trademarks (the "trademarks") in materials which have been provided by TuGo:
TuGo will own all data regarding the sale of the Insurance by TuGo, including, without limitation, data regarding sales, customer queries pertaining to Insurance and lists of customers purchasing Insurance from TuGo.
We will process inquiries made by Referred Customers who follow the special links from your website(s) to our website or to our partners’ website(s). We reserve the right to reject applications from Referred Customers that do not comply with any requirements that we have established or may establish in the future. We will be responsible for all aspects of quote processing and fulfillment. We will track all purchases made by Referred Customers who come by way of the links from your website(s), and we will make available to you reports summarizing this activity. The frequency, type and content of the reports may vary from time to time at our sole discretion.
All Referred Customers will be deemed to be customers of TuGo. Accordingly, all TuGo rules, policies, and operating procedures concerning these customers will apply.
We may change our policies, fees paid and operating procedures from time to time. It is your responsibility to stay up to date with our policies by visiting this web page periodically. If you do not agree with any changes we may make, your recourse will be to terminate your participation in our program. If you decide to no longer participate in our program, you must remove all affiliate links that were provided by us, and, if you have outstanding earnings that have not yet reached our previously stated minimum payment threshold, you must inform our affiliate manager by email so that your account can be cleared.
We will use all reasonable efforts to present a fully functional service to our visitors, customers, and affiliates, but we cannot guarantee the availability at all times of any particular service or offering.
TuGo grants to you a revocable, non-exclusive, non-transferrable, non-sub-licensable license to use the graphic images, links and text provided by us solely for the purpose of participating in our Affiliate Program and referring Referred Customers to us, subject to any guidelines, conditions and policies issued by TuGo from time to time. You may not modify the graphic images without our written permission, which must be approved in advance. TuGo remains the sole and exclusive owner of TuGo's intellectual property and the rights therein at all times. We reserve all of our rights regarding our graphic images, our trademarks, trade names, and all of our other intellectual property rights. We may revoke your license at any time by serving you notice. Your license includes solely those graphic images, links, and text explicitly provided by us to you for use in our Affiliate Program. You may not use any other of our materials or intellectual property without prior written permission.
In addition, we grant to you a non-exclusive, non-sub-licensable right to reproduce our graphic images and other media that we provide to you for the purpose of creating links connecting your website(s) to our website to refer Referred Customers to us. Images and media cannot be used in any form other than the form provided by us unless we agree to it in writing in advance.
You are solely responsible for:
It is entirely your responsibility to ensure that the materials posted on your website(s) are not illegal or libelous, and do not violate any applicable laws and the rights of any third party, including copyrights, trademarks, privacy, or other personal or proprietary rights.
You hereby represent and warrant to us as follows:
The term of this agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this agreement for any reason, you will immediately cease use of, and remove from your website(s), all links to our website, any of our trademarks or logos, and all other materials provided by us to you in connection with our Affiliate Program. You are only eligible to earn fees in respect of Referred Customers who purchase insurance from us during the term of this agreement.
We may decide to modify the terms and conditions of this agreement from time to time and in our sole discretion. If we do so, we will notify Affiliate Program participants via email or by posting a change notice or by posting a new affiliate agreement on our website. It is your responsibility to check the TuGo.com website from time to time to make sure that you are aware of any changes that may have been posted. Modifications may include changes in payable fees, payment procedures, and our Affiliate Program rules. If any change is unacceptable to you, your sole recourse shall be to terminate your participation in our program. If there are funds owing to you which have not met our minimum payment threshold limits, you must advise our affiliate manager of your decision to terminate participation in our program in order that we can make final payment (if any) and close your account. Your continued participation in our program following the posting of a change notice or new agreement on our website will constitute your acceptance of the change(s) we have made.
You and TuGo are independent contractors. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and TuGo. You do not have permission to make or accept any offer on behalf of TuGo, and you are not allowed to make any statements, whether on your website(s) or elsewhere, that contradict this affiliate agreement.
We will not be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data arising in connection with our Affiliate Program, even if we have been advised of the possibility of such, or had direct or imputed knowledge of the possibility of such damages or loss in advance. Furthermore, our aggregate liability arising with respect to this agreement and our Affiliate Program will not exceed the total fees paid or payable to you under this agreement for the three (3) months immediately preceding the date of any alleged damages, loss, or breach of agreement.
You hereby agree to indemnify and hold harmless TuGo and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, from and against any and all actions, claims, demands, judgments, liabilities, damages, losses, costs and expenses (including legal costs), including without limitation any actual or alleged infringement of any copyright, trade-mark or similar proprietary right, arising out of or incidental to any act or omission or service provided by you or your directors, officers, employees, servants or agents, or arising out of your participation in any aspect of our Affiliate Program.
If TuGo becomes subject to any claim, suit, prosecution, penalty, expense or liability as a result of any actual or alleged violation or infringement by you of any applicable law, regulation, rule, licensing provision or condition, bylaw, court or administrative order or ruling or any other requirement of any person, body or agency with lawful authority to impose that requirement, then you shall indemnify TuGo for all costs and expenses incurred by TuGo, including legal expenses, incurred in connection therewith.
The rights and obligations of the parties under this section shall survive the termination of this agreement.
We make no express or implied warranties or representations with respect to our program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties). We make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
This agreement will be governed by the laws of the Province of British Columbia, Canada, without reference to rules governing choice of laws. Any disagreements, disputes, actions, causes of action or other claims arising out of or in connection with the provisions of this agreement which cannot be settled by mutual agreement shall be finally settled by arbitration in British Columbia, Canada by a mutually agreed upon arbitrator. The decision of the arbitrator on the points in dispute will be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.
You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this agreement will be binding on, enure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Our failure to enforce your strict performance of any provision of this agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.
If any term, clause or provision of this agreement shall be deemed invalid or unenforceable for any reason, the remainder of this agreement shall remain valid and enforceable in accordance with its terms.
The construction and interpretation of this agreement shall not be strictly construed against the drafter. The terms of this provision shall survive the termination of this agreement.
Each party will do all acts and execute and deliver all documents that may be necessary or reasonably required to implement and give effect to this agreement.
You acknowledge that you have read this agreement and you agree to the terms and conditions contained herein. You understand that we may directly or indirectly at any time solicit referrals on terms that may be different from those contained in this agreement, or operate websites that compete with your website(s). You have independently evaluated our Affiliate Program and decided to apply in order to participate. You are not relying on any representation other than as set forth in this agreement.