This Master Affiliate Services Agreement, as amended from time-to-time (the “Agreement”), is made by and between Bridge Litigation Support LLC and any of its parent, and sister companies (the “Company”) and You (“You” or the “Affiliate”) (collectively referred to as “Parties”), which defines the Terms and Conditions that govern the promotion of Company Products and Services and the introduction of Contacts by the Affiliate to the Company.
Definitions
Advertising Policy. Affiliate agrees to promote the Company’s and/or the applicable Included Network Participant’s Services. Before any of Affiliate’s distribution partners/publishers may place the Company’s Advertisements, such distribution partner/publisher must agree to this Advertising Policy provided by the Company. The Company’s Advertising Policy is:
Before any of Affiliate’s distribution partners/publishers may place the Company’s Advertisements, such distribution partner/publisher must agree to the Advertising Policy provided by the Company.
Affiliate shall comply with all applicable state laws and regulations governing attorney advertising and ethics.
Affiliate shall exclude Company’s advertising materials from any and all excluded advertising channels as specified by Company. Restricted channels and unsuitable websites may include those websites that:
promotes violence or are threatening in any way or nature to any third party;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
have resulted in or are intended to defraud consumers;
promote illegal activities or are undertaken in violation of the laws, rules or regulations of any governmental authority having proper jurisdiction over you, the company or entity you represent or the website for which links are requested;
violate or infringe upon the rights of any third party, including intellectual property rights, publicity rights, or privacy rights; or
promote goods or services that have resulted in or are intended to cause any type of physical or mental harm to any third party or the property of any third party.
Affiliate shall refrain from posting advertising material for Company on any websites or URLs (or website addresses) that contain communications regarding an attorney’s services or legal services that:
either expressly state or imply qualifications of the attorney or the attorney’s services;
create unjustified expectations about an attorney or legal services;
compare the attorney or attorney services to those of other attorneys or legal services; or promise results.
Affiliate shall refrain from generating Click-Throughs through providing any incentives, rewards, or similar programs offered by or through Affiliate in exchange for a Click-Through, unless specified by Company.
Affiliate shall not expressly state or imply that Company is a referral service or prepaid legal services plan; any descriptions of Company or Company’s Services must accurately describe Company or Company’s Services consistent with the disclaimers and information contained on Company Websites.
Affiliate shall not place, or cause to be placed, Company’s advertising materials with any of the companies listed on any database that Company might supply to Affiliate.
Affiliate shall remain in compliance with the Vendor Compliance Agreement, as amended from time to time, found at this link: https://bridgelegal.com/terms/vendor-compliance-commitment.
Affiliate. Those entities that have entered into a Master Affiliate Services Agreement or those who share common ownership with the Company.
Agreement. The fully executed Master Affiliate Services Agreement between the Company and another entity.
Business Relationship. Each party will be and act as an independent contractor and not as an agent, partner, employee or joint venturer with the other party for any purpose related to this Agreement.
Click-Through. When a user has requested a page designated by the Company.
Company. Refers to Bridge Legal and/or any parent or wholly owned subsidiary related thereto.
Company Call Center. The call center owned or contracted by the Company.
Contacts. Each individual that satisfies each of the following conditions:
such individual completes the Company’s Electronic Marketing Form in full;
another individual completes the Company’s Electronic Marketing Form on the individual’s behalf;
the Contact’s information passes successfully through the Company’s and each Included Network Participant’s internal controls (including, without limitation, with respect to profanity and validity);
the Contact’s information is submitted by a Unique Submitter and immediately transmitted to Company;
the Contact’s information is originated on the Company’s website using an Affiliate engine and is not generated through a co-registration website or path;
the Contact’s information originated from an individual who accessed the Company’s Electronic Marketing Form or telephone number, as applicable, in accordance with Section 3B of this Agreement;
the Contact’s information meets the other criteria and requirements set forth in this Agreement (including in strict compliance with Telephone Consumer Protection Act (“TCPA”) related requirements);
the Contact’s information is not originated from a fictitious customer;
the Contact’s information does not include invalid or false data;
the Contact’s information 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 Company in its sole discretion; or
the Contact’s information is not later determined to be a “dispute” (wrong number, disconnected number, already represented by an attorney), or “duplicate” of an individual already in the Company or any Included Network Participant’s database.
Electronic Marketing Form. A form provided by the Company as a vehicle for Affiliate to provide Contact’s information to the Company for credit.
Image. Any images created for or used in Company’s advertising content must receive prior written approval from an Officer of the Company for use in any advertising campaign. Any advertisements for Company must not contain images or depictions of money, judges, celebrities, extreme emotional appeals, acts of violence, or imagery of weapons. Advertisements containing pictures of people, as lawyers, clients, etc., must contain a disclaimer in the footer stating: “All photos are of models and do not depict clients.”
Included Network Participant. Each third-party website, the owner of which has entered into an Agreement with the Company, to which the Company forwards Contact’s information to be placed within such Included Network Participants network (with the understanding that, from time-to-time, there may be more than one Included Network Participant promoted by the Company hereunder).
Insertion Order. The ordering document for the purchase of Company Services containing information including, but not limited to, Company information, Affiliate information, order parameters, payment terms, and custom governing terms.
Landing Page. Any Landing Pages designed on behalf of the Company must contain disclaimers (usually placed in the footer) providing further information on the Company, its Affiliates, and the registration of the aforementioned businesses/firms. Landing Pages for bankruptcy websites must contain additional disclaimer language disclosing general information about Federal Debt Relief Agencies and US Bankruptcy Code. All the above language is subject to amendment. All landing pages designed for Company must also contain a valid, working link to Company’s Terms and Conditions and Privacy Policy. Further information regarding the Company, its Affiliates, the Services provided and the logistics with which these Services are provided can be found at www.bridgelegal.com/disclaimers.
Officer of the Company. The Officers of the Company are the Chief Executive Officer, Chief Operating Officer, the Chief Financial Officer and the General Counsel. Any of the Officers of the Company may designate a qualified designee to fulfill any of their responsibilities enumerated.
SEM Policy.
Affiliate shall not purchase or bid on any keywords which are confusingly similar to, or a derivation of, the Company’s or any Included Network Participant’s name or other trademarks.
Affiliate shall not include any links in any search advertisements that automatically re-direct a user to the Company’s Website or any Included Network Participant’s Website.
Affiliate shall not use the Company’s name or any Included Network Participant’s name, or any variation thereof, in Affiliate’s online search ad creative.
Affiliate shall comply with all of the rules, terms and conditions posted by the applicable search engine.
Clicks on the applicable online advertisement shall not lead directly to Company’s (including Affiliate) Website or any Included Network Participant’s Website.
No marketing reimbursement will be paid by Company to Affiliate on account of any keywords purchased by Affiliate in violation of the SEM Policy.
Unique Submitter. An individual who has completed a form which is substantially similar to the Company’s Electronic Marketing Form, regardless of how submitted or from where sourced or originated (e.g., from a website other than the Affiliate’s website).
Agreement Structure.
Incorporated Policies. This Agreement, together with the Insertion Order, the Privacy Policy (located at: www.bridgelegal.com/privacy-policy), the Cookie Policy (located at: www.bridgelegal.com/cookie-policy), and any Disclaimers (located at www.bridgelegal.com/disclaimer), govern the entirety of the Affiliate relationship. In case of conflict between the Terms and Conditions referenced in governing documentation, the order of precedence shall be:
Bridge Insertion Order
Master Affiliate Services Agreement and Affiliate Marketing Compliance Guide
Privacy Policy
Cookie Policy
Disclaimers
Affiliate provided Insertion Order or Agreement
Policy and Disclaimer Modifications. The effective date of the Agreement, policies, and disclaimers are reflected within each relevant document. From time-to-time, the Company’s policies and disclaimers may be updated, modified, or replaced; at which time, Affiliate will have fifteen (15) days to contest or question any changes. Affiliate acknowledges and agrees that new or amended policies and disclaimers not contested or questioned within fifteen (15) calendar days after amendment or replacement constitutes acceptance of the new policies and/or disclaimers.
Services.
Performance. Affiliate hereby agrees to promote Company’s (and/or applicable Included Network Participants) Services by:
posting an Electronic Marketing Form (the “Form”), provided by the Company via a Company hosted server on the Affiliate’s website;
posting a dedicated toll-free telephone number on the Company provided Affiliate website, with phone calls to be answered by the Company’s Call Center;
posting an Electronic Marketing Form on the Company provided Affiliate website, but only to the extent Contacts are not transferred to the Company’s Call Center; or
a live transfer of phone calls to be answered by the Company’s Call Center; of which evidence of such action must be initialed by an Officer of the Company. Affiliate shall refrain from taking any action, which would reasonably be expected to cause harm to, or otherwise diminish in any way, the reputation or business of Company, its Affiliates, or Included Network Participants.
Restrictions. Affiliate shall:
comply with all applicable laws and regulations, including TCPA compliance by Affiliate;
not use the trademarks, trade names, service marks, or logos of the Company or any Included Network Participant except as expressly authorized by the Company and/or Included Network Participant in writing;
refrain from allowing access to the Company’s Electronic Marketing Form or otherwise taking any of the actions listed in Section 3A until such time as the applicable consumer has been presented with a hot link to the Company’s Terms and Conditions located at the applicable Included Network Participant’s Website and indicated his or her acceptance of such Terms and Conditions (by checking box, clicking a button or via similar method);
not create, publish, distribute or permit any written material that makes reference to the Company or any Included Network Participant without first obtaining the Company’s and/or Included Network Participant’s written consent;
use any Company or Included Network Participant content without the prior, written consent of the Company and/or Included Network Participant;
not create, publish, distribute or permit any advertising in reference to the Company or any Included Network Participant without the Company’s and/or Included Network Participant prior, written consent;
not use the name, logo or graphics of Company or any Network Participant, or include a link to the Company Web site or any Included Network Participant Web site in any form of unsolicited communication, such as but not limited to, unsolicited email (SPAM);
not deliver or provide any Contact information to the Company which was not generated at the Affiliate’s website domain; or
not perform any search engine marketing, including the purchasing of key words, which does not comply with the Company’s SEM Policy.
Payment.
Payment for Services Rendered. Payment shall be made in accordance with the Insertion Order or on a net thirty (30) calendar day basis. Except as otherwise specified in herein or in the Insertion Order, fees are based on the Services ordered; payment obligations are non-cancelable and fees paid are non-refundable; and quantities purchased cannot be decreased during the relevant Term.
Expense Reimbursement. Company will reimburse Affiliate for reasonable costs associated with marketing for each Contact which are previously agreed upon in writing. Affiliate will remit evidence of incurring previously approved expenses within thirty (30) calendar days of incurring that expense for reimbursement. Subsequently, Company will remit payment to Affiliate thirty (30) calendar days subsequent to the last Company billing period to its Included Network Participants (i.e. Company will remit all April fees to Affiliate on May 30th).
Disputing Charges. Any dispute to a charge on Affiliate’s invoice must be made in writing with specificity within thirty (30) calendar days after the date of the invoice that initially contained the disputed charge.
Confidential Information. Company and Affiliate agree to treat all information as confidential information of the other party and the other party’s affiliates and/or subsidiaries, not to use such confidential information except as necessary to perform Services in connection with the Business Relationship and not to disclose such confidential information to any third-party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein, which protections must be documented in a contemporaneous writing.
Intellectual Property. Except as explicitly set forth herein, this Agreement does not constitute 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 shall refrain from modifying or altering in any way any content, forms or other materials provided by Company or any Included Network Participant to Affiliate and/or posted on the Affiliate’s website, including without limitation, the Company’s Electronic Marketing Form. All data and contact information generated through the Company’s Electronic Marketing Form shall be owned solely by Company (which shall have the exclusive right to transfer, license, sell and in any manner use the Contact information, including placement with an Included Network Participant), and Affiliate shall refrain from using any such data for any purposes other than the Services performed under this Agreement.
Non-solicit and Non-compete. Affiliate hereby agrees that it will not, for the duration of the Business Relationship and for a period ending twenty-four (24) months after its termination for any reason, (i) solicit, hire, engage or otherwise work with any entity or individual which was in Company’s or any Included Network Participant’s, or any of Company’s or any Included Network Participant’s affiliates’ networks at any time during the six (6) month period immediately preceding the date of termination of the Business Relationship, or (ii) solicit, hire, engage or otherwise work with any employee, law firm client, or independent contractor of the Company, any Included Network Participant or any affiliate of Company or any Included Network Participant.
Representations and Warranties.
Each party hereby represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder, that the granting of the rights and undertaking of the obligations hereunder will not infringe upon or conflict with any rights of a third party, and that its performance hereunder will not violate any applicable U.S. laws and government rules and regulations. In addition, Affiliate represents and warrants that (i) the Affiliate’s website is, and at all times during the term of this Agreement will remain, free from any illegal, pornographic or otherwise inappropriate content, and (ii) it will not engage in any illegal or abusive marketing practices to draw online traffic to the Form or Affiliate’s website.
Damages. Neither the Company, its affiliates or any Included Network Participant makes any warranties of any kind regarding the Company’s Electronic Marketing Form or any other content provided by Company, including, without limitation, (i.) warranties of merchantability or fitness for a particular purpose, (ii.) warranties as to accuracy, or (iii.) as to the results Affiliate may achieve. Neither Company nor any Included Network Participants will, under any circumstance, be liable for any special or consequential damages suffered by Affiliate.
Indemnification. Affiliate will defend, indemnify and hold harmless the Company, the Company’s affiliates and each of the Company officers, directors, managers, members, employees, agents and suppliers against and in respect of any and all loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or illiquid, including without limitation all reasonable costs and expenses incurred arising out of or resulting from the Affiliate’s email practices and/or data collection practices (legal, accounting or otherwise), operation of the Affiliate’s website, or based upon any claim, action or proceeding by any third-party alleging facts or circumstances which, if true, would constitute a breach of any provision of this Agreement by the Affiliate. The Company will (i.) give the Affiliate prompt written notice of the claim, and (ii.) cooperate with the Affiliate (at the Affiliate’s expense) in connection with the defense and settlement of the claim.
Limitation of Liability.
To the maximum extent permitted by law, in no event will Company or any Included Network Participants be liable to the Affiliate or any third-party for any loss of profits, loss of Services, loss of revenue, loss of opportunity, loss of goodwill, loss of data, interruption of business, or for any direct, indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with this Agreement or the Services, regardless of the form of action, whether in contract, tort, (including negligence or strict liability), or otherwise, even if Company has been advised or is otherwise aware of the possibility of such damages.
In the event that, notwithstanding the foregoing, Company, any subsidiary or an Included Network Participant is found to be liable to Affiliate for damages from any cause, and regardless of the form of the action, in no event shall Company’s, subsidiary’s, or Included Network Participants total liability arising out of or related to this Agreement exceed the aggregate amount of funds paid or payable by Company to Affiliate, for the twelve (12) month period immediately preceding the event giving rise to such liability. Multiple claims will not expand this limitation. The foregoing disclaimer will apply to the maximum extent permitted by law. Affiliate agrees that Company’s, subsidiary’s, and Included Network Participant’s liability will be reduced by the extent, if any, to which Affiliate contributed to the loss.
Affiliate acknowledges that the limitations set forth in this section are integral to the amount of fees in connection with the Services by the Affiliate and that if Company or the Included Network Participant were to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.
No Legal Advice. Affiliate hereby acknowledges that neither Company nor any Included Network Participant offers any legal advice, recommendations, mediation or counseling under any circumstance. Neither Company nor any Included Network Participant is a law firm, and the employees of the Company, any Included Network Participant or any affiliate of the Company are not acting as an attorney for Affiliate or any Contact. Any information provided by the Company, any Included Network Participant or any of their affiliates is for general information and educational purposes only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of a Contact’s situation.
Term. The Term of this Agreement is reflected on the executed Insertion Order or Agreement. The Term will commence on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue to apply for the duration of Term through the End Date reflected on the fully executed Agreement. Except as otherwise specified in the applicable Agreement or where prohibited by applicable Law, the Term and all non-expiring items added during the course of the Term, will automatically renew for additional periods equal in duration to the original Term or one year, whichever is shorter, unless either party gives the other notice of non-renewal at least 30 days before the end of the Term (or, if applicable, any renewal of the Term).
Termination. Either party may terminate this Agreement as follows:
for cause if the other party materially breaches this Agreement or an Insertion Order and does not remedy such breach within 15 days after its receipt of written notice of such breach; or
immediately if the other party:
terminates its business activities or becomes insolvent;
admits in writing to the inability to pay its debts as they mature;
makes an assignment for the benefit of creditors; or
becomes subject to direct control of a trustee, receiver or similar authority.
Affiliate agrees that Company and Included Network Participants will not be liable to Affiliate or to any third-party for termination of this Agreement resulting from any violation of this Agreement by Affiliate or any termination pursuant to the terms of this Agreement.
Upon expiration or termination of this Agreement:
Affiliate’s rights will cease, and Company will have no further obligation to the Affiliate;
except as otherwise expressly stated herein, all rights granted to Affiliate under this Agreement will cease;
Affiliate will receive fees and expense payments in effect prior to the termination date; and
Company may delete Affiliate information and/or any archived data within 30 days after the date of expiration or any termination of this Agreement.
Compliance.
Regulatory Authorities. If Affiliate is regulated by a regulatory authority (government funded or independent), and must meet obligations and abide by restrictions under that authority, Affiliate agrees that it is the sole obligation of the Affiliate to maintain those requirements and to abide by those restrictions set forth. Affiliate agrees that Company and Included Network Participants are not liable for the fulfillment of these obligations.
Telephone Consumer Protection Act (“TCPA”). If Affiliate places outbound calls to consumers, Affiliate agrees to comply with all requirements and restrictions set forth in the TCPA, including, but not limited to, that all calls to consumers must be:
after express written consent from the consumer inviting such solicitation; and
placed using an automated telephone dialer system or if containing a pre-recorded message, only after receiving express written consent from the consumer to receive such automated calls and/or pre-recorded messages, which consent must be separate from any other opt in or agreement and separately gather a telephone number at which the consumer has agreed to receive such calls.
Email Campaigns. If Affiliate engages in an email campaign on Company and/or Included Network Participant’s behalf:
Affiliate shall comply with all applicable state laws and regulations governing attorney advertising, solicitation, and ethics.
All email creative not supplied by Company must receive Company’s written approval prior to use in any email campaign.
Affiliate must have a Privacy Policy or Terms and Conditions that prohibit the renting or selling of personal information.
The email cannot violate any provisions of the CAN- SPAM Act.
Affiliate shall operate under a minimum of the following email policies to protect itself and Company from being reported to any ‘blacklists’ or other SPAM policing agency.
The email shall make available a Valid Opt out mechanism (un-submit within the email- best practices suggests at top of email to avoid hitting spam to opt out).
Opt-out requests must be honored within ten (10) business days in accordance with CAN-SPAM.
Sender must include valid physical postal address (not Company’s or Included Network Participants’ address).
Reduce spam blocking with permission-based email marketing- opt-in or double opt-out.
All emails sent on behalf of Company must contain the phrase “attorney advertisement” either at the beginning or the end of the subject line, where required by state attorney advertising or other rules.
The body of the email must contain the following language: “Attorney Advertising Material: This is a legal advertisement for legal services. If you have already retained a lawyer in connection with the legal matter referred to in this advertisement, please disregard this advertisement” where required by state attorney advertising or other rules.
All content and images in emails must adhere to those outlined in Company’s Advertising Policy and Compliance Guide.
General.
Notices. Notices to Affiliate will be effective when Company sends them to the Affiliate’s contact of record. Notices to Company will be effective upon delivery.
Governing Law and Disputes. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of law principles, and all disputes hereunder shall be adjudicated in Chicago, Illinois. The United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Sales Convention 1980”) is excluded from this Agreement.
Anti-Corruption. Affiliate agrees that Affiliate has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Company’s or Included Network Participants’ employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Affiliate hears of any violation of the above restriction, Affiliate will use reasonable efforts to promptly notify Company.
Assignment. This Agreement shall be binding on any assignee of Affiliate or any purchaser of Affiliate’s assets or equity. The Company may assign this Agreement and any Insertion Order without notice.
Waivers. Any waiver by Company must be in writing and signed by an Officer of the Company. No waiver by a party of any breach of this Agreement by Company shall be a waiver of any preceding or succeeding breach by Company. No failure or delay by Company in enforcing any right or provision under this Agreement shall be construed as Company’s waiver of such right or provision or of any other right or provision.
Severability. If any provision of this Agreement is held to be unenforceable or invalid for any reason, the remaining provisions will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.
Electronic Signatures. This Agreement may be executed in counterparts, and may be executed and delivered or transmitted by facsimile, e-mail or other electronic means. Each medium shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.
