Marketer Prohibitions Clause Samples
Marketer Prohibitions. The Marketer agrees not to undertake, directly or indirectly, any of the following practices or actions, the violation of which shall be deemed a material breach and may result in immediate termination of this Agreement:
(a) accept or collect and receive any membership fees or premiums;
(b) provide or arrange for any fulfillment or administration of the Plans;
(c) make any representations or promises on behalf of DentalPlans or any Plan network;
(d) give, offer, or advertise, directly or indirectly, anything of value (an “Incentive”) to induce a consumer to read, review or consider an advertisement unless DentalPlans has provided prior written approval of the Incentive and all materials related thereto. In the event DentalPlans approves an Incentive, the Marketer acknowledges and agrees that it is solely responsible for providing such Incentive to any customer who qualifies for said Incentive based on the terms of the offer (“Qualifying Customers”). Marketer agrees to indemnify, defend and hold harmless DentalPlans and its parents, subsidiaries, successors and assigns from any and all losses, liabilities, damages, actions, claims, expenses, and costs including, without limitation, reasonable attorneys' fees, which result or arise from or are related to the Incentive, including but not limited to, Marketer’s failure to provide the Incentive to Qualifying Customers;
(e) use DentalPlans’ or any Plan’s or Plan network’s names, trademarks, service marks, or logos (or any misspellings or variations thereof) in a manner not expressly authorized by this Agreement unless otherwise approved by DentalPlans in writing;
(f) advertise, use any DentalPlans Marketing Properties, or use DentalPlans’ or any Plan’s or Plan network’s names, trademarks, service marks, or logos (or any misspellings or variations thereof) in classified advertising, whether online or offline;
(g) infringe any DentalPlans’, Plan’s, Plan network’s, or third party’s proprietary rights (including, but not limited to trademark rights);
(h) use or otherwise incorporate the names or trademarks (including and misspellings or variations thereof) of DentalPlans or any Plan or Plan network in the domain name(s) of the Marketer’s site, on any meta tags, hidden text or source code, or in searchable keywords;
(i) place links to the DentalPlans Platform or Marketing Properties or DentalPlans’ content in third party newsgroups, message boards, blogs, instant messages, unsolicited email and other types of spam, l...