By signing an Affiliate Program Form (the “Affiliate Form”), Affiliate will be bound by the terms of the Affiliate Form, these terms and conditions (these “Terms and Conditions”), and the Affiliate Program Policies located at https://premierdisability.com/affiliatepolicies/ (the “Affiliate Policies”). The Affiliate Form, these Terms and Conditions, the Affiliate Policies, and other conditions or guidelines related to the Premier Affiliate Program (the “Affiliate Program”), which may be updated from time to time, are collectively referred to as this “Agreement.” In the event of an inconsistency between a term or condition contained in any component document(s) comprising this Agreement (but only to the extent of the inconsistency), the order of precedence, from the most to the least controlling, will be (1) any mutually agreed upon Addendum, (2) the Affiliate Form, (3) these Terms and Conditions, and (4) the Affiliate Policies.

1. Performance

In consideration of Premier’s payment of the applicable fees to Affiliate, Affiliate agrees to perform the duties (the “Affiliate Duties”) set forth on the Affiliate Program Form. Affiliate shall perform all services consistent with best industry practices and in accordance with all applicable laws, rules, and regulations. Affiliate shall not take any action which would reasonably be expected to damage the reputation or business of Premier. If Affiliate uses a third party to distribute Premier’s  offers, Premier must provide prior, written approval of each third party (each an “Approved Publisher”) before any such third party may distribute Premier’s offers. To seek approval of a third party, Affiliate must provide Premier the third party name or SubID as well as the marketing methods used by such third party. Neither Affiliate nor its Approved Publishers will broker or re-distribute Premier’s offers without Premier’s prior written approval.

2. Contact and Fees

2.1 Contacts

  1. A “Contact” means an individual who submitted contact information to Premier that: (i) is acquired by Affiliate through the means set forth in the “Affiliate Duties” Section of the Affiliate Program Form; (ii) passes successfully through Premier’s internal controls and filters; (iii) originated from a mutually-agreeable location on Affiliate’s website (the “Site”) or through the approved method of promotion on the Affiliate Form, using an Affiliate or Approved Publisher engine and is not generated through a co-registration, incentivized, misleading, or fraudulent site or path; (iv) was not generated in violation of the Affiliate Policies or these Terms and Conditions; (v) meets all criteria and requirements set forth in these Terms and Conditions; (vi) is not originated from a fictitious customer, and/or does not include invalid or false data; (vii) is not re-transmitted, licensed, sold, or otherwise transferred for compensation or free of charge to any third party, in each case as determined by Premier in its sole discretion; or (viii) is not later determined to be a “dispute” (reasons include, but are not limited to, wrong number, disconnected number, already represented by an attorney), “dud” (un-placeable due to lack of network coverage), or “duplicate” of an individual already in Premier’s database. Premier will notify Affiliate of all disputes by the twentieth (20th) of the following month.
  2. Upon Premier’s reasonable suspicion of fraud by Affiliate or its Approved Publishers, Premier may suspend this Agreement until any fraud issues are resolved and Affiliate shall provide Premier with the name, SubID, and information of such publisher, if applicable. Within twenty-four (24) hours of Premier’s request, Affiliate shall provide a copy of such publisher’s landing page, if applicable, form, or other method of promotion containing Premier’s offer as well as the IP address from which the suspected fraud was generated. Premier reserves the right to terminate this Agreement immediately should Premier determine that actual fraud has occurred.

2.2 Fees

Premier will pay Affiliate the amount set forth in the Affiliate Program Form (the “Fees”) for each Contact that meets the criteria in this Section 2. Premier will pay undisputed Fees to Affiliate no later than thirty (30) calendar days after the end of the month in which the Fees were earned. Each payment will be accompanied by a statement indicating the applicable revenues received during the month and the applicable Fees earned with respect to those revenues. Upon termination of this Agreement, Premier agrees to pay Affiliate all undisputed Fees earned and accruing up to the date of the termination within forty five (45) calendar days from the date of the termination.

3.Confidential Information; Intellectual Property; Non-Solicit and Competing Offerings

3.1 Confidential Information.
For the Term (as defined below) of this Agreement and for three (3) years thereafter, neither party shall disclose to any third party (other than its employees and directors, in their capacity as such) any Confidential Information that a party has received, in whatever form or media, nor use such Confidential Information for any purpose not permitted under this Agreement. “Confidential Information” includes information disclosed by one party to the other which is or should be reasonably understood to be confidential or proprietary to the disclosing party or any information which has been identified as Confidential Information by the disclosing party and includes, but is not limited to the terms and provisions of this Agreement and any information about the unpublished financial information, product and business plans, projections, marketing data and plans, and legal information of either party. “Confidential Information” shall not include information that the receiving party can document: (a) is or becomes generally available to the public other than as a result of the receiving party’s breach of this Agreement; (b) is obtained by the receiving party on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in the receiving party’s possession prior to disclosure by the disclosing party hereunder; or (d) was or is independently developed by the receiving party without using any Confidential Information. If a party is required to disclose Confidential Information pursuant to an order or requirement of a court, administrative agency, or other governmental or regulatory body, the receiving party shall provide prompt notice to the other party of such order or requirement and, if so requested by the other party, shall use commercially reasonable efforts to obtain a protective order or otherwise prevent or limit public disclosure of such Confidential Information.

3.2 Intellectual Property
This Agreement does not convey any rights of ownership to either party in or to any of the other party’s software, source code, trademarks, copyrights, patents, or other intellectual property rights. Affiliate will refrain from modifying any content, forms, or other materials provided by Premier. All data generated through intake forms provided and hosted by Premier (the “Form”) will be owned solely by Premier and Premier will have the exclusive right to transfer, license, sell, and use such data. Affiliate shall not use such data for any purpose unless expressly permitted by this Agreement.

3.3 Non-Solicitation.
For the Term (as defined below) of this Agreement and for eighteen (18) months thereafter, Affiliate shall not: (a) intentionally solicit, by way of a targeted effort, any attorney or law firm customer (each a “Customer”) in Premier’s networks at any time during the six (6) month period immediately preceding the termination of this Agreement; (b) hire, engage, or otherwise work with any employee or independent contractor who is under the direct supervision of Premier without Premier’s prior written consent; or (c) take any action with the specific intent to interfere with Premier’s existing business relationships with its Customers. Specifically, and as related to 3.3(a) above, Affiliate shall not intentionally: (x) contact a Customer, or (y) disclose that Premier is acquiring consumer inquiries from Affiliate and then solicit such Customer to join an independent marketing program or effort. Notwithstanding the foregoing, nothing in this Section will restrict Affiliate from engaging in its normal prospecting efforts, including, but not limited to, calling attorneys directly about participating in a marketing program, and distributing a generalized offer of marketing services and responding to inquiries, so long as such generalized offer is in no way intended to target Premier’s customer base.

4.Representations and Warranties
Each party represents and warrants to the other party that: (i) it has the right and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) there is no action, proceeding, or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement. In addition, Affiliate and Affiliate’s Approved Publishers represent and warrant that: (a) the Site is, and at all times during the Term of this Agreement, remains free from any illegal, unauthorized, or pornographic content; (b) Affiliate and Affiliate’s Approved Publishers shall not engage in any illegal or abusive marketing practices; (c) Affiliate and Affiliate’s Approved Publishers shall comply with all applicable laws, rules, and regulations related to contacting consumers, including, but not limited to, the Telephone Consumer Protection Act and implementing regulations at 47 CFR Part 64, Subpart L (collectively, the “TCPA”) and the CAN‐SPAM Act of 2003 (“CAN‐SPAM”); and (d) Affiliate and Affiliate’s Approved Publishers shall comply with all applicable laws, rules, and regulations related to data privacy and security, including, but not limited to, the California Consumer Privacy Act of 2018, as may be amended, replaced, or superseded from time to time (collectively, “Data Privacy Laws”). Affiliate shall: (y) make the necessary notices and disclosures required by Data Privacy Laws, the TCPA, and CAN-SPAM; (y) implement procedures to ensure that all required consent and/or authorization have been obtained for all Contacts; and (z) maintain a process to document and produce evidence of such consent and/or authorization upon Premier’s request. Premier reserves the right to monitor Affiliate’s compliance with this provision. Affiliate acknowledges that Affiliate is solely responsible for the contents of its own Site(s), emails, or other methods of promotion. Premier will only be responsible for any content Premier provides to Affiliate.

5.Term and Termination
The term of this Agreement (the “Term”) is as set forth in the Affiliate Program Form. Either party may terminate this Agreement immediately in the event: (i) the other party declares bankruptcy, or (ii) the other party breaches this Agreement and fails to cure such breach within fifteen (15) days of its receipt of written notice of such breach. Premier may suspend or terminate this Agreement and/or its Affiliate Program at any time and for any reason.

6.Policies
Affiliate agrees to promote Premier’s products and services in accordance with the Premier Affiliate Policies, located at https://premierdisability.com/affiliatepolicies/. Before any of Affiliate’s Approved Publishers may place Premier’s advertisements, such Approved Publishers must agree to the Advertising Policy set forth in the Affiliate Policies. No Fees will be earned by or paid to Affiliate in the event of Affiliate’s or Affiliate’s Approved Publisher’s violation of the Affiliate Policies.

7.Disclaimer of Warranties; Limitation of Liabilities
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PREMIER HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND REGARDING THE Affiliate Program, ITS PRODUCTS AND SERVICES, OR ANY OTHER CONTENT PROVIDED BY PREMIER, INCLUDING, BUT NOT LIMITED TO, (I) WARRANTIES OF ACCURACY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND (III) WARRANTIES AS TO THE RESULTS AFFILIATE MAY ACHIEVE. PREMIER WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE TO AFFILIATE OR ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PREMIER WAS AWARE, SHOULD HAVE BEEN AWARE, OR WAS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. PREMIER’S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE AGGREGATE FEES PAID TO AFFILIATE BY PREMIER FOR THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE THOUSAND DOLLARS (USD $5,000). IN ADDITION TO THE FOREGOING, PREMIER WILL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM AFFILIATE’S NON-COMPLIANCE WITH APPLICBALE LOCAL AND STATE LAWS, RULES, OR REGULATIONS, OR FROM AFFILIATE’S VIOLATIONS OF SUCH LAWS, RULES, OR REGULATIONS.

8.Indemnification
Affiliate agrees to defend, indemnify, and hold harmless Premier and its affiliates, shareholders, parent, officers, directors, employees and agents from any and all claims, controversies, causes of action, demands, liabilities, and expenses (including reasonable attorney’s fees) related to or arising out of or resulting from Affiliate’s (i) marketing and/or data collection, use, and sharing practices; (ii) operation of the Site; (iii) breach of any provision of this Agreement; or (iv) gross negligence, recklessness, or intentional misconduct. Premier will give Affiliate prompt written notice of the claim and cooperate with Affiliate (at Affiliate’s expense) in connection with the defense and settlement of the claim. Affiliate shall not agree to any settlement, stipulation, admission, or acknowledgment of any fault, guilt, wrongdoing, or liability on the part of Premier without Premier’s prior written consent.

9.Miscellaneous
The formation, interpretation, and performance of this Agreement and any disputes arising out of this Agreement will be governed by the substantive and procedural laws of the state of Minnesota, without regard to its rules on conflicts or choice of law. The exclusive jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in Hennepin County, Minnesota, and Affiliate hereby submits to the personal jurisdiction of such courts. This choice of venue is designed to be mandatory, and not permissive, in nature. Affiliate hereby waives any right to a jury trial in any proceeding arising out of or related to this Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous proposals, communications, agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. Premier may add to, delete or modify this Agreement at any time without liability. Modified Terms and Conditions will be posted to https://premierdisability.com/affiliatepolicies/. and will be effective upon posting. Such posting will constitute adequate notice to Affiliate and Affiliate’s continued participation in the Affiliate Program will constitute as acceptance of the new terms. If any provision of this Agreement is held to be unenforceable or invalid for any reason, the defective provision shall first be revised, limited, or amended, consistent with the general intent of the provision, such that it is valid and enforceable, and the remaining provisions will continue in full force and effect. Premier’s failure to enforce at any time or for any period any of the provisions of this Agreement will not be construed to be a waiver of those provisions or of the right of Premier thereafter to enforce each and every provision hereof. Each party will be and act as an independent contractor with the other party for any purpose related to this Agreement. Affiliate may not assign this Agreement without Premier’s prior written consent. Premier may assign its rights under this Agreement without notice to Affiliate. Any unauthorized assignment or transfer will be null and void. All notices and other communications required or permitted to be given by Premier to Affiliate under this Agreement will be deemed to be properly given on the date when sent to Affiliate’s email address or postal address recorded for Affiliate’s account. All notices and other communications required or permitted to be given by Affiliate to Premier under this Agreement will be deemed to be properly given on the date upon delivery when sent by nationally recognized overnight delivery service, private courier, or email to Premier Disability Services, LLC, 3397 Coon Rapids Blvd, Suite 100, Minneapolis, MN 55433 or [email protected].

Last Updated: July 23, 2021