XXX.XXXXXXXXXX.XXX(R)
[LOGO]
LINKING AGREEMENT
Xxxxxxxxxx.xxx, Inc. (" Xxxxxxxxxx.xxx") and WealthHound, Inc.
("Partner") desire to have a link from the Web site of Partner, whose homepage
is located at the URL xxxx://xxx.xxxxxxxxxxx.xxx (the "Partner Site"), to a page
at the URL xxxx://xxx.xxxxxxxxxx.xxx (the "Xxxxxxxxxx.xxx Site") allowing, users
to access instant insurance quotes from over 300 companies and request
applications for such insurance.
1. LINK ACCESS/LIMITATIONS.
1.1 During the term, Partner agrees to maintain a permanent link in a
mutually agreed fashion from the Partner's Site to the home page or
other mutually agreed upon page of the Xxxxxxxxxx.xxx Site which
allows users to access insurance quotes. Such permanent link shall
be from the home page of the Partner Site and shall prominently
display the words or category heading "Instant Insurance Quotes" and
the Xxxxxxxxxx.xxx logo in order to properly communicate
Xxxxxxxxxx.xxx's capabilities to its customers. The initiation point
of this link is not limited to this one location, but may in
addition be placed in other Partner Site locations, as agreed to by
the parties.
1.2 Xxxxxxxxxx.xxx may sell insurance to applicants accessing
Xxxxxxxxxx.xxx's insurance price comparison Web site on the Internet
via the linkage from the Partner Site. Xxxxxxxxxx.xxx shall be
responsible for all aspects of the sale and will accept and service
Partner's linked customers in a manner which matches that level of
service which Xxxxxxxxxx.xxx provides to its own customers.
1.3 Xxxxxxxxxx.xxx reserves the right to add new insurance products
and/or withdraw or change existing insurance products available at
the Xxxxxxxxxx.xxx Site at its sole discretion.
1.4 Partner represents and warrants that it is not licensed as an
insurance agent, broker or producer and has no authority to act as
an agent of Xxxxxxxxxx.xxx. Nothing in this Agreement shall be
construed as to imply that Partner is an insurance agent, broker or
producer or an agent of Xxxxxxxxxx.xxx.
1.5 Quotesmith shall provide the opportunity for Partner's logos and
other brand identifiers to be placed on the co-branded Web site
shared by the parties pursuant to this Agreement, such that the
co-branded site will have the look and feel of the Partner Site.
However, other than to add logos and other artwork or messages
agreeable to both parties prior to commencement of the first link,
Xxxxxxxxxx.xxx cannot alter its web site or its insurance price
comparison service to fit a specific Partner request.
2. GRANT OF RIGHTS/OWNERSHIP.
2.1 Xxxxxxxxxx.xxx Content. During the Term, Xxxxxxxxxx.xxx grants
Partner the nonexclusive, worldwide right and license to use,
display and transmit links to the Xxxxxxxxxx.xxx content ("
Xxxxxxxxxx.xxx Content") in electronic form. Partner expressly
acknowledges and agrees that Xxxxxxxxxx.xxx will retain any rights
it may have in the Xxxxxxxxxx.xxx Content, whether or not such
rights are now existing or come into existence hereafter, and
whether or not such rights are now known, recognized or
contemplated.
2.2 Trademarks. During the Term, each party hereby grants the other the
nonexclusive, worldwide license to use its service marks,
trademarks, logos and associated notices (collectively,
"Trademarks") in connection with the performance of the other
party's obligations hereunder, and in connection with the
advertising and promotion of the parties' relationship as set forth
herein; provided that each party shall reasonably pre-approve in
writing the use of its Trademarks. In the event that a party fails
to approve or disapprove of a particular use of its trademarks
within ten (10)days after receipt of a written request for approval,
such use shall be deemed approved.
2.3 Each party's Trademarks are and shall remain its sole and exclusive
property. Each party acknowledges and agrees that it shall have no
right to use the other's Trademarks except as set forth herein or as
directed by such party in writing. Each party further acknowledges
and agrees that it shall not acquire any rights with respect to the
other's Trademarks as a result of its use thereof, and that it shall
not in any way contest the other party's Trademarks or other
intellectual property rights.
2.4 In the event that a party is determined to have any rights with
respect to the other's Trademarks or other intellectual property
rights as a result of its use thereof, such party hereby irrevocably
assigns, conveys, and transfers to the other all such rights,
including any trademark (and the goodwill associated therewith),
copyright or other intellectual property right, throughout the world
in perpetuity.
3. TERM AND TERMINATION.
3.1 The term (" Term") of this Agreement shall begin on the date both
parties have signed this Agreement and shall continue in effect for
6 months. Thereafter, this Agreement shall be automatically extended
for additional 6 month periods (each, a 'Renewal Period").
3.2 Either party may terminate this Agreement, for any reason, by
providing thirty (30) days written notice to the other party. The
Term of this Agreement shall end on the date set forth in a
termination notice.
4. PAYMENTS AND REPORTS.
4.1 Xxxxxxxxxx.xxx will pay to Partner a referral fee (the "Fee") based
solely upon the number of insurance quotes that are completed at the
Xxxxxxxxxx.xxx Site as a result of the link from the Partner Site to
the Xxxxxxxxxx.xxx Site. This Fee shall initially be set at the rate
of $1.50 per quote in all insurance product lines except automobile
insurance which shall be set at $. 25 per click through. The Fees
are in no way connected, directly or indirectly, to the sale of any
insurance policy to Partner's customers by Xxxxxxxxxx.xxx. In order
for a Fee to become due, a user from Partner must follow a link from
the Partner Site to the Xxxxxxxxxx.xxx Site and process a completed
quote, except in the case of automobile insurance, where the Fee
becomes due once a user from Partner Site clicks through to the
automobile information on the Xxxxxxxxxx.xxx Site.
4.2 By and before fifteen (15) days prior to the commencement of each
Renewal Period, Xxxxxxxxxx.xxx and Partner shall mutually agree upon
the Fee to be in effect for the subsequent Renewal Period. If no
such Agreement has been reached before the subsequent Renewal Period
begins, the Fee applicable to the previous period shall apply to
that Renewal Period.
4.3 Referral Fees are due and payable on or before the thirtieth (30th)
day of the month following the calendar month in which the Fee
becomes due. Therefore, Xxxxxxxxxx.xxx shall pay Partner all due and
owing Fees on a monthly basis which shall be accompanied by a report
setting forth the total number of users who accessed the
Xxxxxxxxxx.xxx Site through the link during the previous month, the
number of quotes completed, the number of click throughs for
automobile insurance information and any other necessary usage
information.
4.4 Xxxxxxxxxx.xxx reserves the right, in its sole discretion, to
disallow any fraudulent, excessive or preprogrammed referral
activity or quotes generated from one recurring source, and
reasonable efforts shall be made by Partner and Xxxxxxxxxx.xxx to
remedy such activity. Fees will not be due and payable on such
activity. Upon discovering any fraudulent, excessive or
preprogrammed referral activity or quotes generated from a recurring
source, Quotesmith shall immediately notify Partner in writing.
5. EXCLUSIVITY.
Partner grants to Xxxxxxxxxx.xxx the exclusive right to offer insurance
products and services on the Partner's Web site for the Term of this
Agreement.
6. PRESS RELEASES/EMAILS.
Both parties are expected and have permission to issue press releases and
other promotional material that mention the other party's company and
history. Such press releases must be approved in writing by both parties as
to their content, accuracy, and timing prior to the release to any third
party. Partner intends to send an e-mail to its entire customer base
describing and endorsing the Xxxxxxxxxx.xxx service and the
Xxxxxxxxxx.xxx/Xxxxxxx alliance.
7. CONFIDENTIAL INFORMATION.
During the term of this Agreement and thereafter, any and all confidential
information, oral and written, shall be guarded and kept as such by both
parties at all times. Neither party will use or disclose, or authorize
anyone else to use or disclose, any confidential information relating to
any aspect of the business of the other party without the prior written
consent of that party.
8. WARRANTY AND INDEMNITY.
8.1 Each party represents and warrants that: (a) it is the owner of its
respective Trademarks and content and/or has the right to grant the
rights hereunder; (b) its Trademarks and content does not and will
not infringe or constitute a misappropriation of any third party's
patent, copyright, trademark, trade secret or other property right;
(c) it has the authority to enter into this Agreement and to perform
its obligations hereunder; (d) the provision of services under this
Agreement will not violate any applicable federal or state law, rule
or regulation.
8.2 Each Party shall indemnify and hold the other party; its officers,
directors, employees and agents, and any affiliates of such party,
harmless from and against all liabilities, costs and expenses
(including reasonable attorney's fees) by any third party arising
out of or related to: (a) any breach of any of the representations
or warranties contained herein, and (b) any injury to person or
property caused by any products or services sold pursuant to this
Agreement or the use of the other party's Web site.
9. GOVERNING LAW.
This Agreement is entered into and shall be governed by the laws of the State of
Illinois
XXXXXXXXXX.XXX, INC. PARTNER WEALTHHOUND, INC.
By /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: VP, Business Development Title: President
Date: 10/20/99 Date: 10/15/99
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