Affiliate Program Agreement

Agreement Version 2019-06-27

This Affiliate Agreement ("Agreement") is between HIPAAMATE, an Ohio LLC, and the Affiliate, a natural person or business entity ("Affiliate"). It governs the HIPAAMATE Affiliate Program and describes how and when HIPAAMATE will grant commissions for referrals of new clients by Affiliate.

BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. TERM OF AGREEMENT

The term of this Agreement will begin upon the submission of your request to be an Affiliate, and upon your receipt of an "Acceptance" email from HIPAAMATE, and will end when terminated by either party. All Affiliates must agree to this agreement in order to become an Affiliate. Either the Affiliate or HIPAAMATE may terminate this Agreement at any time, with or without cause, by giving the other party written (or emailed) notice of termination. You are only eligible to earn referral commissions on sales resulting in granted commissions during the term.

Upon termination of this agreement, the Affiliate may request that HIPAAMATE send the Affiliate a final payment for the current balance in the Affiliate's account if the Affiliate has not violated Section 13.

Affiliates may not terminate this agreement if they have a negative account balance. Affiliates wishing to terminate their agreement must first remit to HIPAAMATE any monies owed as per Section 8. Affiliates who refuse to remit such balances will be subject to collection agencies and will be responsible for paying the collection agency fees in addition to their balance due.

Affiliates without any new Customer referrals for one (1) year or more may have their accounts automatically closed.

2. THE AFFILIATE CODE

Once a person or a company becomes an Affiliate, he/she/it is issued a unique "Affiliate Code". This is a unique ID which identifies the Affiliate.

3. COMMISSION TERM

Affiliate will continue to receive commissions on referred accounts for as long as such accounts remain active customers of HIPAAMATE and the Affiliate remains an active Affiliate (see Section 1).

4. COMMISSION PERCENTAGE

The "Commission Percentage" for an Affiliate is 20% of "Net Revenue" for all accounts which are still active HIPAAMATE customers and which have been referred by the Affiliate to HIPAAMATE. "Net Revenue" means billings less Sales Taxes, Discounts, Invalidated Credit Card Transactions, and Credit Card Processing Fees, if applicable.

  1. "Sales Taxes" shall include all applicable federal, state and local taxes payable by Customers.
  2. "Discounts" are coupon codes issued by HIPAAMATE which may be applied during account payment to reduce the price of subscriptions.
  3. "Invalidated Credit Card Transactions" include, but are not limited to: (a) credit card transactions invalidated due to fraudulent card use or over-limit accounts, and (b) credit card transactions invalidated by chargebacks.
  4. "Credit Card Processing Fees" include, but are not limited to the credit card fees, chargeback fees and other bank related order processing fees.

5. METHODS OF REFERRAL

Affiliates can receive commissions by referring Customers via Affiliate URLs, by pre-registering the referral opportunity, or by informing HIPAAMATE of the referral. Customers signing up with HIPAAMATE outside of these methods will not generate a referral commission for an Affiliate.

5a. Affiliate URL: The URL Affiliates promote is "https://www.hipaamate.com/?aid=CODE". "CODE" should be replaced by your "Affiliate Code" (given to you in the acceptance email). This is the "Affiliate URL".

Affiliates can promote other pages on the HIPAAMATE website by adding "?aid=CODE" directly after "html" to create a modified "Affiliate URL". For example, "https://www.hipaamate.com/article/marketing-to-patients-using-email.html?aid=CODE" will create a modified "Affiliate URL" to an article posted on the HIPAAMATE website.

Sales resulting from referrals through the "Affiliate URL" or appropriate modifications thereof, result in commissions.

Cookie Placement and Expiration: When someone (the "visitor") clicks on (or types in) an "Affiliate URL," a cookie is placed in the web browser of that person that specifies the "Affiliate Code" of the "Referring Affiliate". The cookie is set to expire in 90 days. If the Visitor pays for a new HIPAAMATE account using the same computer and web browser within 90 days of the time that they last used an "Affiliate URL" HIPAAMATE will detect the cookie and associate the Visitor (now a "Customer") with the Referring Affiliate, so that the Referring Affiliate may get commissions on that Customer. There are, however, circumstances in which your Affiliate Code won't transfer to the payment page. The following is a list of scenarios which result in your Affiliate Code not being added to the customer invoice; therefore, you should have a strong communications strategy with your referrals to minimize their effect.

  1. Ninety (90) days have passed since the person last clicked your Affiliate URL.
  2. The person switches computers, or tells a different person, who is using a different computer, to buy HIPAAMATE.
  3. The person changes browsers (clicks your Affiliate URL on Safari but buys using Chrome).
  4. The person clears their browser cache (deletes their cookies).
  5. The person switches user accounts on their computer, e.g., Dr. Smith hits your Affiliate URL then later logs out, and Dr. Johnson logs into his/her account and searches for ("googles") HIPAAMATE to register and pay.
  6. The person clicks on a different affiliate's Affiliate URL after clicking on your Affiliate URL. HIPAAMATE uses the Last-Click Attribution model in which the "last click" is given credit for a Customer.
  7. The person registers for HIPAAMATE, but doesn’t immediately pay, and then later comes back to the application following one of the above scenarios.

5b. Opportunities: Affiliates can register their referral opportunities by sending an email to contact@hipaamate.com with the potential customer's name(s), email(s), phone number(s), business name, and business address. When a customer pays for a HIPAAMATE subscription without an Affiliate Code, HIPAAMATE will compare the customer's contact information with all registered opportunities. If a match is manually determined to be a good and specific match to your registered opportunity, then the new customer will be linked to your Affiliate account and you will get commissions for it.

Opportunities expire 30 days after they are first registered. Therefore, it is important to only register an opportunity when you are confident the referral will pay for a HIPAAMATE subscription soon after.

5c. Post Facto: If a customer signed up based on your referral but did not use one of the above methods and you can prove that the new account is really based on your referral (e.g. because the new account says so or because that is documented), then HIPAAMATE can associate the new account with your Affiliate account so that you can receive commissions on it. This manual process must be done within 30 days of a Customer's initial payment to HIPAAMATE.

Affiliate URLs (5a) take precedence over Opportunities (5b) and Post Facto (5c). If multiple affiliates refer the same customer via an Opportunity (5b) or Post Facto (5c) credit will be given to whomever first referred the customer, while taking into account the "30 days" condition for both 5b and 5c.

6. GRANTING OF COMMISSIONS

Affiliates who refer Customers via one of the methods listed in Section 5 are eligible for commissions on the billing statements for those customers as specified in Sections 3 and 4.

Because HIPAAMATE offers a 14-day refund policy to its customers, individual commissions will not be eligible for payment to the Affiliate until the Customer who generated the commission has been a HIPAAMATE customer for more than 14 days.

If Customers' HIPAAMATE accounts expire and they later create separate (new) HIPAAMATE accounts, the Affiliate must refer Customers via one of the methods listed in Section 5 to be eligible for commissions on the billing statements for those new customer accounts.

Referee eligibility: Affiliates may not receive commissions for referring their own accounts (e.g., accounts owned by themselves). HIPAAMATE reserves the right to revoke commissions for specific referees. A referee is someone who has been referred as a customer to HIPAAMATE.

7. PAYMENT

Payment of commissions are made via check once per month. Checks are mailed via United States Postal Service not more than two (2) months following the month in which the commission was granted.

Checks will not be cut unless the credit balance in the Affiliate's account is greater than or equal to $100. If the balance is less than $100, it will roll over to the next month.

8. CHARGEBACKS, REVERSALS, AND REFUNDS

If a chargeback occurs or a previously paid billing statement is canceled, refunded, or partially refunded, for any reason, the Affiliate commission for the respective statement will be debited from the Referring Affiliate's account credit.

If the chargeback or refund happens after a payment to the Affiliate has been made, it is possible that the balance in the Affiliate's account could become negative. At the request of HIPAAMATE, the Affiliate is required to remit to HIPAAMATE the amount owed as indicated by the negative balance. Such a balance must be remitted within 30 days of the request or the Affiliate will be considered in default and collection agencies may be contacted. Affiliates are responsible for paying for any resulting collection agency fees.

9. MODIFICATION

HIPAAMATE may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in available referral commissions, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, you may terminate this agreement.

10. LIMITATION OF LIABILITY

HIPAAMATE will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.

11. INDEPENDENT INVESTIGATION

Affiliates may view limited records of their commissions and referrals. HIPAAMATE, in our sole discretion, may restrict records for privacy or any other reason.

12. MARKETING MATERIALS

Affiliates may use graphics, text, and sample promotions provided by HIPAAMATE to promote HIPAAMATE. These materials are located at https://www.hipaamate.com/affiliate/marketing-materials.html

Text and graphics that are part of the rest of the hipaamate.com website or other HIPAAMATE marketing materials may not be used by the Affiliate without the explicit permission of HIPAAMATE.

13. IMPROPER MARKETING

Affiliates may not use unsolicited commercial email to promote HIPAAMATE. Unsolicited commercial email is defined as mass email sent to recipients who have not requested it (opted-in) and with whom the Affiliate has no prior relationship.

Affiliates may not use robocalls or robotexts to promote HIPAAMATE.

Any such use of unsolicited commercial email, robocalls, or robotexts may result in the termination of an Affiliate account and forfeiture of any commissions not yet paid.

14. MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the State of Ohio, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Ohio, and you irrevocably consent to the jurisdiction of such courts. 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, inure 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.

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