Affiliate Agreement
Terms and Conditions

The terms set forth below and the Cover Page entered into between you (the "Referral Partner") and SkyWatch (together, the "Agreement") govern your participation in the SkyWatch Partner Program. By signing the Cover Page, you agree to this Agreement. Any capitalized terms not defined herein shall have the meaning set forth on the Cover Page.

1. Definitions

The following terms shall have the following meaning:

  1. "Affiliate Partner" means the person or entity listed under the Affiliate Partner Information title in the Cover Page.
  2. " Affiliate Partner Site" means the websites, non-spam email listings and any other distribution or publication method that are operated or promoted by Affiliate Partner from time to time to distribute and advertise SkyWatch’s products.
  3. "SkyWatch Insurance" means the entity detailed under the SkyWatch Insurance Information title in the Cover Page.
  4. "Fee" means the fees to be paid by SkyWatch Insurance to Affiliate Partner per Lead, as defined in the Cover Page.
  5. "End User" means a natural person, other than any person connected to the Affiliate Partner (including his employees and their family members), that registers through the SkyWatch’s portal via a Link placed on an Affiliate Partner Site.
  6. "Fraud" or "Fraudulent" means any action or omission that is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud SkyWatch Insurance or any third party or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act causes SkyWatch Insurance any damage or harm. Fraud shall include, without limitation, attempts to create sales, leads, downloads or click-throughs whether manually or using robots, frames, iframes, scripts, from false accounts or by unauthorized use of any third-party accounts, for the purpose of creating commissions.
  7. "Invalid Leads" means Fraudulent, incomplete or duplicate Leads. Invalid Leads shall include Leads that result from Affiliate Partner engaging in the entry of End User information without the consent of the actual End User, adding or inflating Leads by Fraudulent traffic generation such as pre-population of forms or mechanisms not approved by us. Leads generated from websites that are point, lottery or rewards based and encourage End Users to click on Link or use Link to generate revenue for End Users to win points, receive rewards or other incentives in an effort to gain traffic. Duplicate Leads includes Leads who have already registered through SkyWatch insurance portal.
  8. "Lead" means an End User who registered through the SkyWatch portal with a unique valid email address.
  9. "Link" means data, images, icons, buttons, banners, text, link formats, links, and other linking tools of SkyWatch Insurance, that, when clicked on, directs an End User to the quote process page of the SkyWatch insurance portal and which is made available to the Affiliate Partner by SkyWatch Insurance and published by Affiliate Partner on Affiliate Partner Site.
  10. "App" means a mobile device application promoted and operated by SkyWatch from time to time, in which SkyWatch provides services to End Users, and all its related pages.

2. Limited License

  1. Subject to the terms of this Agreement and solely for the limited purpose of advertising and directing End Users to the SkyWatch’s portal, SkyWatch hereby grants Affiliate Partner a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Links solely on Affiliate Partner Site that are pre-approved by SkyWatch Insurance and use for that purpose the trademarks and logos that SkyWatch Insurance makes available to Affiliate Partner as part of the Link.
  2. The license will immediately and automatically terminate if at any time Affiliate Partner does not comply with any obligations under this Agreement, or otherwise upon termination of this Agreement. Affiliate Partner will promptly remove from Affiliate Partner Site and delete or otherwise destroy all of the Links with respect to which the license is terminated or as SkyWatch Insurance may otherwise request. Affiliate Partner will not challenge the validity of or attempt to register any of the marks or names associated with SkyWatch Insurance, the Link or with the SkyWatch portal, nor will Affiliate Partner adopt any derivative or confusingly similar names, brands or marks.

3. Prohibited Activity

  1. Affiliate Partner may not, nor shall Affiliate Partner allow, assist, authorize or encourage any third party to use a Affiliate Partner Site that is unsuitable. Unsuitable sites include sites that: (i) promote or contain sexually explicit materials, violence or violent materials, libelous or defamatory materials, (ii) promote discrimination or employ discriminatory practices, (iii) promote or undertake illegal gambling, sale of firearms, hacking or cracking or any illegal activity, (iv) may bring SkyWatch to disrepute, (v) includes any trademark of SkyWatch Insurance in the Affiliate Partner Site's domain name, or (vi) otherwise infringes intellectual property rights.
  2. It is Affiliate Partner's duty to ensure at all times that each Affiliate Partner Site is suitable. SkyWatch Insurance may terminate this Agreement at any time if SkyWatch Insurance determines that Affiliate Partner Site is unsuitable.

4. Link Implementation

Affiliate Partner shall incorporate and publish a Link on its website in designated locations as approved by SkyWatch Insurance and may also display a Link within non-spam emails in accordance with the Agreement. Affiliate Partner shall comply with the specifications provided by SkyWatch Insurance to enable the delivery, display, tracking, and reporting of Links and with any trademark usage guidelines provided from time to time.

5. Responsibility of Affiliate Partner

  1. Affiliate Partner must submit complete and accurate information to SkyWatch Insurance, including its personal information and site. It is Affiliate Partner's duty to update SkyWatch Insurance if this information changes. Affiliate Partner can only execute this Agreement if Affiliate Partner is of legal age as determined by any applicable law in the relevant jurisdiction, and in any case not less than 18 years old. SkyWatch Insurance may ask Affiliate Partner at any time for proof of identity documents (such as copies of driving license, passport, utility bills, bank statements, and in the case of companies, certificate of incorporation, certificate of incumbency, list of directors and shareholders etc.). Affiliate Partner will also provide SkyWatch Insurance with any information that SkyWatch Insurance requests to verify compliance with this Agreement. SkyWatch Insurance has the right to delay payments if SkyWatch Insurance does not receive from Affiliate Partner the requested documents.
  2. Affiliate Partner will be solely responsible for Affiliate Partner Site, including its development, operation, maintenance and all materials that appear on it and ensuring that it complies at all times with Section ‎3 and any marketing content and materials created or used by Affiliate Partner with regards to the promotion of the Site, must be pre-approved in writing by SkyWatch Insurance.
  3. Affiliate Partner will only use SkyWatch Insurance's approved Links and Affiliate Partner will not modify the Link in any manner without SkyWatch Insurance's prior written approval.
  4. Affiliate Partner will not spam or encourage spamming. Affiliate Partner will comply with any applicable laws on marketing emails (such as the CAN-SPAM Act of 2003, EU Directive 2002/58 and Directive 2009/136 on Privacy and Electronic Communications, any other applicable EU directives and any national legislation implementing such directive and any similar laws). In any case, Affiliate Partner will only send emails to people Affiliate Partner has permission to send to and who have granted such permission by "opting-in" to receive emails.
  5. Affiliate Partner will not inflate traffic counts to SkyWatch Insurance. Affiliate Partner will not engage in, allow or benefit from any act or traffic that involves Fraud. Affiliate Partner (and Affiliate Partner's employees) will not click on Affiliate Partner's own banners and links or submit leads to SkyWatch Insurance. If Affiliate Partner engages in any of these actions SkyWatch Insurance may immediately terminate the Agreement with Affiliate Partner and SkyWatch Insurance shall have the right to withhold money Affiliate Partner earned under the Agreement.

6. Payment

  1. SkyWatch Insurance will pay Affiliate Partner a Fee on a monthly basis for Leads (one-time payment for each approved Leads), subject to any withholding or deduction described below and subject to the terms and conditions of this Agreement.
  2. SkyWatch Insurance will pay Affiliate Partner if the amount payable to Affiliate Partner is not less than US$250, in accordance with the payment terms stated in the Cover Page and if no such terms are state than within 30 days after the end of the month, in US dollars by wire transfer. SkyWatch Insurance will deduct wire fees for any payments made. If the minimum amount is not reached in a particular month SkyWatch Insurance will be entitled to withhold payment and carry the amount due to Affiliate Partner until the minimum amount is reached.
  3. Affiliate Partner is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to Affiliate Partner under this Agreement. Affiliate Partner will indemnify and reimburse SkyWatch Insurance for any costs, expenses or losses that may be caused to SkyWatch Insurance as a result of any claim or demand made by any governmental or other authority with regard to tax withholding obligations or similar obligation to which SkyWatch Insurance may be subject in connection with making payments to Affiliate Partner. SkyWatch Insurance will be entitled to withhold or set-off any such amounts from the payments to Affiliate Partner.
  4. All calculations in connection with the amount payable to Affiliate Partner will be made by SkyWatch Insurance and based solely on its own system's data and records and SkyWatch Insurance's calculations will be final and binding. SkyWatch Insurance reserves the right to change the payment plan and will provide Affiliate Partner with 30 days prior written notice (including by email).
  5. SkyWatch Insurance reserves the right to withhold any amounts due and payable to Affiliate Partner under this Agreement if SkyWatch Insurance believes that any Fraud has taken place which involves Affiliate Partner or any unauthorized activity or the generation of Invalid Leads, whether or not the withheld amounts relate to the event in questions.

7. Term and Termination

The term of this Agreement will commence upon the last date of signatures written above in the Cover Page and will end when terminated by either party. Either Affiliate Partner or SkyWatch Insurance may terminate this Agreement immediately at any time, with or without cause, by giving the other party seven days prior written notice of termination. SkyWatch Insurance may withhold Affiliate Partner final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from Affiliate Partner to SkyWatch Insurance.

8. No Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SkyWatch Insurance MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, SkyWatch Insurance MAKES NO REPRESENTATION THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND SkyWatch Insurance WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

9. Indemnity

Affiliate Partner will defend, indemnify, and hold SkyWatch Insurance and its affiliates, directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by Affiliate Partner of any warranty, representation, or agreement contained in this Agreement; (b) the performance of Affiliate Partner duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of Affiliate Partner Site.

10. No Liability for Promoted Sites.

SkyWatch Insurance is not liable in any way, nor does SkyWatch Insurance assume any responsibility for or make any representations or warranties towards Affiliate Partner with regard to, the SkyWatch portal, their operations, contents or any other aspect related thereto.

11. Limitation of Liability

ANY LIABILITY TO AFFILIATE PARTNER ARISING FROM THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES ONLY. SkyWatch INSURANCE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, OR FOR LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF SkyWatch INSURANCE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, SkyWatch INSURANCE AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS MADE TO AFFILIATE UNDER THIS AGREEMENT OVER THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12. Confidentiality

During the term of the Agreement, SkyWatch Insurance may disclose to Affiliate Partner or Affiliate Partner might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to SkyWatch Insurance (referred to as “Confidential Information"). Affiliate Partner shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public. Affiliate Partner may disclose Confidential Information to the extent required to be disclosed by applicable law or any legal agency having jurisdiction over Affiliate Partner, in which case Affiliate Partner will give SkyWatch Insurance prompt notice of such requirement.

13. Modification

SkyWatch Insurance may modify any of the terms and conditions contained in the Agreement and any related document at any time and in its sole discretion by providing Affiliate Partner with 30 days prior written notice (including by email). If any modification is unacceptable to Affiliate Partner, Affiliate Partner's only recourse is to terminate this Agreement. Affiliate Partner continued performance following SkyWatch Insurance's change notice becoming effective will constitute Affiliate Partner binding acceptance of the change.

14. Notices

Any notices relating to this Agreement will be made in writing and may be sent by fax, email or by registered mail or courier to the address mentioned in the Cover Page, or such other address as shall have been furnished by the parties. Any notice required under this Agreement shall be deemed given: (i) upon receipt, when delivered personally; (ii) by facsimile or e-mail, within 24 hours after having been sent; and (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, if sent by standard first class (or local equivalent) mail.

15. Parties Relationship

Affiliate Partner is an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

16. Miscellaneous

  1. The construction, validity and performance of this Agreement will be governed by the laws of the State of Israel. The competent court in Tel Aviv, Israel will have exclusive jurisdiction in any matter arising from or related to this Agreement. This, however, shall not prevent SkyWatch Insurance from bringing any action in the court of any other jurisdiction for injunctive or similar relief.
  2. SkyWatch Insurance failure to enforce Affiliate Partner strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
  3. Affiliate Partner may not assign or transfer this Agreement or any rights under this Agreement without SkyWatch Insurance's prior written consent.
  4. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any of its provisions.

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