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PC Health Plan Affiliate Program Terms and Conditions
These Terms and Conditions shall govern participation in the PC Health Plan Affiliate Program (hereinafter, either the "PC Health Plan Affiliate Program" or the "Program"), which is offered by PC Health Plan, Inc. The PC Health Plan Affiliate Program is offered to individuals or entities operating other web sites subject to these Terms and Conditions. The term "Affiliate" shall refer to any individual or entity who accepts these Terms and Conditions by clicking the "Sign Up" link.
PC HEALTH PLAN AFFILIATE PROGRAM
The PC Health Plan Affiliate Program enables users to add certain links and promotional features to their web sites for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. PC Health Plan reserves the right, in its sole discretion, to alter the Program at any time for any reason or for no reason at all. PC Health Plan reserves the right, in its sole discretion, to terminate the Program at any time for any reason or for no reason at all.
REGISTRATION AND ACCEPTANCE
Age of Consent. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she is of the legal age of consent in all applicable jurisdictions and, in any event, is at least 18 years of age.
Authority to Participate. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she can lawfully bind him or herself to these Terms and Conditions and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No Affiliate may participate in the Program where doing so would be prohibited by any law or regulation having the force of law applicable to Affiliate.
Content of Affiliates Web Site(s). By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) does not and will not contain, display, promote or include obscene, indecent, violent, discriminatory, or illegal content, including, but not limited to, text, graphics and images. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) contains and displays content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program.
Information Submitted by Affiliate. By accepting these Terms and Conditions, Affiliate represents and warrants: (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; and (ii) that Affiliate shall maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, PC Health Plan shall have the right to terminate Affiliate's participation in the Program.
Binding Acceptance. In order to participate in the Program, Affiliate will be required to enter certain registration information and to click the "Signup" link. BY PROVIDING REGISTRATION INFORMATION AND CLICKING THE "Signup" LINK, AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. If these Terms and Conditions or any future amendment or modification thereto are unacceptable to Affiliate, Affiliate may cancel its participation in the Program.
Modification and Amendment of Terms and Conditions. PC Health Plan reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms and Conditions. As used throughout these Terms and Conditions, the phrase "Terms and Conditions" shall include any amendments or modifications to the Terms and Conditions expressed herein.
AFFILIATE'S OBLIGATIONS
Responsibility for Web Sites. Affiliate acknowledges and agrees that it shall be solely responsible for Affiliate's web site(s) and all content, products, services, and/or links displayed on or made available through or in connection with such web site(s).
Use of Links, Promotional Materials, and Branding. Affiliate agrees that it will only use the links, promotional materials, and branding made available through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. Affiliate further agrees that it will only use such links, promotional materials, and branding for the purpose of establishing links to PC Health Plan, referring users to the services made available on PC Health Plan, and promoting the PC Health Plan. Affiliate further agrees that it will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on his/her web site(s) and that such links, promotional materials, and branding shall not be the sole content on his/her web site(s).
PROHIBITED CONDUCT
Affiliate represents and warrants as follows: Affiliate will not engage in any SPAM of any kind, nor will Affiliate engage in any unauthorized message board, messenger service or other online posting. PC Health Plan also considers ANY type of advertisement about PC Health Plan posted to a newsgroup or chat room to be SPAM. For the purpose of this agreement, SPAM is defined as e-mailing ANYONE, in bulk or by single mailing, about PC Health Plan, who has not specifically requested the information directly from Affiliate. "Unsolicited" and "Unauthorized" are defined as any solicitation not expressly requested or warranted by any organization or site mentioned above. Use of SPAM may result in the immediate suspension or termination of Affiliate account. Affiliate will also be in violation of the PC Health Plan Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by PC Health Plan. Affiliate will not engage in any advertising utilizing spyware or adware of any kind. This includes "permission" based adware software, used exclusively for the delivery of popup or related ads. In the event that you have an application that delivers advertisements, express permission must be granted in writing from PC Health Plan to allow any promotion. Affiliate will also not attempt to "bundle" PC Health Plan software with any other software, regardless of user permission or otherwise, unless expressly permitted to do so in writing by PC Health Plan. Affiliate will not engage in any browser hijacking of any kind, or any other interference with the normal functioning of a potential website visitor's computer. This could include starting any process(es) not expressly started by potential website visitor, including opening of a CD-ROM, or any other program or application. In keeping with this, Affiliate is directly responsible to be in full compliance with all pertinent law and the following of two laws specifically: HR2929, the Securely Protect Yourself Against Cyber Trespass Act, and HR4661, the Internet Spyware Prevention Act of 2004. Affiliate will not intentionally mislead any potential website visitor to believe that a PC Health Plan product is any other product. This could include website content, or ads run on any search engine. Affiliate will not use any product name in context of advertising which could be misunderstood to be a PC Health Plan product, and therefore be misleading to the potential website visitor. Affiliate will not use advertising which is directly false or misleading. This could include claims that "Spyware or Adware" has been found on a user's machine when no actual scan for such items has been done, or directly using a customer's system information to falsely induce a click or purchase. This could include showing contents of particular sections of the potential website visitor's hard drive, cookie folder, or system settings, as well as specific information, such as IP address, operating system, or any other system information. Affiliates who choose to market
via PPC must use ethically acceptable keywords/terms in their advertising
campaigns. Ethically acceptable terms are considered terms that in no way impose
upon the trademarks, copyrights or intellectual property of another product,
company or entity. Authorized affiliates of PC Health Plan and future network
partners may use PC Health Plan trademark terms which include PC Health Plan and
misspellings or variations thereof. At no time does PC Health Plan imply or
grant authorization to any other party the use of our trademarks in advertising,
promotions or any other such activity. Affiliate will not alter the links, promotional materials, and branding made available pursuant to the Program and will only use such links, promotional materials, and branding in the exact shape, colors, design, and configuration in which such items are made available pursuant to the Program.
Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.
Affiliate will not use any links, promotional materials, and branding of PC Health Plan other than those made available through the Program.
Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation with PC Health Plan or its parent corporation, subsidiary corporations, successors, and assigns.
Affiliate will not use any computer program, robot, or other device which causes PC Health Plan to record a click-through where no such click through has occurred.
Affiliate will not violate or encourage any third party or entity to violate any law or regulation having the force of law, including, but not limited to, laws prohibiting the sale of certain goods and services, laws prohibiting the export of certain goods or services, and laws prohibiting the obscenity.
Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.
Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others or encourage any third party or entity to do the same.
Affiliate will not place links, promotional materials or branding made available through this Program on a web site(s) that violates or encourages others to violate any applicable law or regulation having the force of law, or that includes offensive or hate content, or that promotes discrimination based on race, sex, religion, sexual orientation, nationality, disability, or age.
Affiliates will not engage in spamming practices or any other such practices that could reflect negatively on our program.
Termination of Participation. Without limitation, Affiliate's participation in the Program may be terminated, where PC Health Plan, in its sole discretion, determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are illegal, obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by PC Health Plan in its sole discretion; (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation; or (3) that Affiliate or Affiliate's web site(s) violates, has violated, or threatens to violate either the letter of these Terms and Conditions or the spirit behind them.
PROPRIETARY RIGHTS
License. Affiliate is hereby granted a non-exclusive, non-transferable license to copy onto and display from Affiliate's web site(s) the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as Affiliate is eligible to participate, and is, in fact, participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of PC Health Plan's trademarks, service marks, copyrighted content, or other material protected by any proprietary rights.
PC Health Plan Intellectual Property. Affiliate acknowledges and agrees that the content available through the Program, including, but not limited to, links, promotional materials, and branding, and the content and Services available from PC Health Plan are protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other above.
COMPENSATION
Commissions. PC Health Plan shall compensate each Affiliate in accordance with PC Health Plan's then current commission schedule for each sale of a PC Health Plan product by a visitor to Affiliate's web site as generated by and through the link(s) that is (are) displayed on Affiliate's web site(s). Such commissions shall be payable in United States dollars.
Time of Payments. Commissions shall be paid to Affiliate beweekly; provided that Affiliate earns the right to receive at least $50 in commissions for a given period. Any unpaid commissions earned in one period shall be paid in the next period in which the total unpaid commissions earned by Affiliate exceeds $50. PC Health Plan reserves the right to deduct from Affiliate's next period commission payment any and all commissions corresponding to any cancelled and refunded PC Health Plan orders. Upon termination of the program or termination of Member's participation, Member shall be paid all commissions that total at least $50. Lesser amounts shall not be paid.
Forfeiture of Accrued Commissions in Cases of Breach. Any Affiliate who violates these Terms and Conditions will immediately forfeit any right to accrued commissions.
TERMINATION
Termination. Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all, in PC Health Plan sole discretion. Without limitation, Affiliate's participation in the Program shall be deemed automatically terminated immediately upon Affiliate's violation of these Terms and Conditions or of any applicable law or regulation having the force of law. In addition, without limitation, Affiliate's participation in the Program may be terminated where PC Health Plan, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by PC Health Plan, in its sole discretion; (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation; or (3) that Affiliate or Affiliate's web site(s) threatens to violate either the letter of these Terms and Conditions or the spirit behind them.
Effect of Termination. Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, promotional materials, and branding made available through the Program. Upon termination, Affiliate may not register for any subsequent participation in the Program or rejoin the Program, without the prior, written consent of PC Health Plan.
Waiver. Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this section.
AFFILIATE'S PRIVACY
Password. Affiliate shall receive a password to access Affiliate's account. Affiliate is entirely responsible for any and all activities which occur under Affiliate's password. Affiliate agrees to keep its password confidential, to allow no other person or company to use its password, and to notify PC Health Plan promptly if Affiliate has any reason to believe that the security of its account has been violated.
Technical Access. Affiliate acknowledges and agrees that the technical processing of Affiliate's registration information is and may be required: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. Affiliate also acknowledges and agrees that PC Health Plan may access Affiliate's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Program; provided, however, that nothing in this Section shall impose such a duty on PC Health Plan.
Contact. PC Health Plan may contact Affiliate directly from time to time via telephone or email.
INDEMNITY Affiliate agrees to indemnify and hold harmless PC Health Plan, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Affiliate's conduct, Affiliate's web site(s), Affiliate's participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s), any claim that PC Health Plan is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Affiliate's web site(s). PC Health Plan reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. PC Health Plan shall have the right to participate in the defense of all claims pursuant to this Section.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
Disclaimer of Warranties. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, PC HEALTH PLAN DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL PC HEALTH PLAN BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF PC Health Plan HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, FROM INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO PC HEALTH PLAN. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.
RELEASE Affiliate hereby agrees to release PC Health Plan and its parents, subsidiaries, affiliates, officers, directors, agents, shareholders, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases.
NO RESALE, ASSIGNMENT, OR SUBLICENSING Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of PC Health Plan.
FORCE MAJEURE Under no circumstances shall PC Health Plan be liable for any delay or failure in performance under these Terms and Conditions resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
NOTICES Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to PC Health Plan, such notices shall be addressed to support@PC Health Plan.com, (b) if to Affiliate, such notices shall be addressed to the electronic mailing address specified when Affiliate registers for participation in the Program, or (c) such other address as either party may give the other by notice as provided above.
ENTIRE AGREEMENT These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
CHOICE OF LAW AND FORUM These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to Affiliate's participation in the Program shall be determined by, the laws of the State of Maine without regard to that state’s conflict of law provisions. The state and federal courts of Maine shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to these Terms and Conditions or to Affiliate's participation in the Program. Affiliate and PC Health Plan consent to personal jurisdiction and venue in the appropriate court in Cumberland County, Maine.
NON-WAIVER AND SEPARABILITY PC Health Plan's failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.
LIMITATION OF ACTIONS Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
CONSTRUCTIONS All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.
RELATIONSHIP OF PARTIES PC Health Plan and Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for PC Health Plan in accordance with these Terms and Conditions. |
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