Operating Agreement

Affiliate Terms

1Cover ® is a registered trademark of 1Cover Pty Limited. 1Cover NZ Ltd, Company No. 1588084, FSP472306 (a NZ company) trading as "Travel Insurance Affiliate Program" is an authorised representative of Coffre-Fort Pty Limited ABN 66 125 358 518, AFS Licence No. 472457. Travel Insurance Affiliate Program is located on Level 11, 307 Pitt Street, Sydney, NSW 2000 Australia

1Cover Pty Ltd (“1Cover”) is a provider of insurance products and services online and operates the website at 1cover.co.nz (the “Site”). The “Affiliate Program” is intended to facilitate the introduction to 1Cover of businesses and individuals (“Customers”) interested in enquiring about, obtaining quotations for or purchasing travel insurance from 1Cover. The Affiliate Program provides any business which joins the Affiliate Program (an “Affiliate”) an opportunity to earn commission on sales made by 1Cover directly via approved 1Cover branded-banners and text links appearing on an Affiliate’s own website.

These Terms of Service (the “Terms”), as may be updated from time to time, govern the participation in the Affiliate Program by an Affiliate, by creating a binding, legal agreement between 1Cover and each Affiliate (and references to “you” or “your” refer to any such Affiliates). 1Cover requires your full and unconditional compliance with these Terms. If you do not wish to continue participating in the Affiliate Program, you should take prompt action to withdraw from the Affiliate Program by notice in writing to 1Cover in accordance with paragraph 7.2 below.

1. Effect of Terms

1.1

You acknowledge that 1Cover provides the opportunity to participate in the Affiliate Program solely in accordance with these Terms. By accepting these Terms, you confirm that you have read, understood and agree to these Terms.

1.2

If you are participating in the Affiliate Program on behalf of an organisation, company or other entity (together, a “Business”), you agree that these Terms will be binding on both you personally and the relevant Business. You also represent that you have the authority to accept these Terms on behalf of such Business. For the avoidance of doubt, a reference to “Affiliate” shall include any such Business.

1.3

You accept that 1Cover may, from time to time at its sole and absolute discretion, revise these Terms. 1Cover will post a notice on the Site whenever it revises or otherwise updates these Terms and such changes shall be effective immediately on such posting. If any revision of the Terms is unacceptable to you, your sole remedy is to terminate your participation in the Affiliate Program in accordance with paragraph 7.2 below. You agree that, by continuing to participate in the Affiliate Program following notice of any revision, you shall be deemed to have accepted any such revision(s). As such, it is your responsibility to review the Site regularly for any revisions or updates of these Terms.

1.4

You acknowledge and accept that these Terms expressly include and incorporate the information provided to you in the 1Cover Welcome Pack as referred to in paragraph 2.3 below.

2. Joining the Affiliate Program

2.1

Applications to join the Affiliate Program must be completed and submitted online via the Site following the appropriate link. Any website nominated in your Application is referred to as a “Referring Website”.

2.2

1Cover will evaluate your Application with particular reference to the content of each Referring Website and will notify you in writing whether or not your Application has been successful. 1Cover has sole and absolute discretion as to the suitability of any Referring Website and may refuse any Application (or any particular Referring Website) at our own discretion without reasons being provided to you. Without limitation, we expressly exclude any Referring Website which:

* discriminates or promotes discrimination based on race, sex, religion, disability, age, sexual orientation or national origin

* shows or promotes sexually explicit material or otherwise offensive material

* shows or promotes violence

* shows, promotes, encourages or is engaged in any illegal activities or violates and law or regulation

* violates or encourages or facilitates the violation of intellectual property rights

* contains any viruses or other computer programming routines intended to damage or interfere with information and data

* promotes the use of bulk email and spam

2.3

If your Application is successful, an email will be sent to your nominated email address notifying you of this and including, attaching or linking you to the following items:

a. the ‘1Cover Welcome Pack’ in respect of the Affiliate Program; and

b. your unique Affiliate Identification Code (“Affiliate ID Code”) and password, and the URL to log into your Account (as defined in paragraph 4.1). The Affiliate ID Code enables us to correctly identify you and the traffic from your Referring Website(s).

2.4

Once you have logged into your Account, you will be provided with access to the following:

a. a choice of 1Cover-branded banners from which you can select one banner to place on your Referring Website (“1Cover Banner”) together with the relevant HTML code to enable you to link a 1Cover Banner to the Site (“Referral Link”). You may select a different 1Cover Banner for each Referring Website if you choose;

b. a choice of introductory text about 1Cover’s business (together with the relevant HTML code) and a choice of a “quote engine” function (together with the relevant HTML code) each of which you can place on your Referring Website (“Other Materials”); and

c. the commission summary reports as referred to in paragraph 6.6 below.

2.5

In the event that your Application is rejected you will receive an email to your nominated email address notifying you of this. You may submit a new Application in which:

a. a different Referring Website(s) is nominated; and/or

b. the same Referring Website is nominated but you confirm that such Referring Website has been amended to remove any inappropriate content, and any such new application will be assessed by us as referred to in paragraph 2.2 above.

2.6

We may, at our sole discretion, refuse to consider any further Applications made by you over and above three (3) separate Applications where such each earlier Applications have been refused.

2.7

Your continued participation in the Affiliate Program and status as an Affiliate is contingent upon the Referring Website(s) continuing to be acceptable to us and suitable for the Affiliate Program. We reserve the right to terminate your participation in the Affiliate Program, and to close your Account, if, after having accepted your Application, the Referring Website is subsequently deemed by us, at our sole discretion, to be unsuitable for the Affiliate Program.

2.8

Your represent and warrant that all information which is provided by you in any Application is true and complete.

3. Use of the Banners, Other Materials, Referral Links and associated software

3.1

You acknowledge and agree that 1Cover grants you a limited, non-transferable, non-exclusive licence to make use of the selected 1Cover Banner(s), Other Materials and any Referral Link provided to you to the extent necessary to enable you to participate in the Affiliate Program strictly in accordance with these Terms.

3.2

You must only use the 1Cover Banner, the Affiliate ID Code and/or Other Materials on the Referring Website approved by 1Cover.

3.3

You must only use the 1Cover Banner and/or Other Materials in a manner which is genuinely intended to attract visitors to the Referring Website to use the 1Cover Banner and/or Other Materials to enquire about, obtain quotations for and purchase travel insurance from 1Cover.

3.4

You acknowledge that each Referral Link is made up of code that enables an Internet link to be created between a Referring Website and the Site and which allows 1Cover to accurately track the identity of the Referring Website on which a Referral Link is placed.

3.5

You acknowledge and agree that you must not modify or otherwise interfere with any 1Cover Banner or Other Materials or Referral Link whatsoever without the prior written consent of 1Cover. This includes adding, altering or deleting any graphic, text or code.

3.6

In the event that 1Cover no longer wishes to use any particular 1Cover Banner and/or Other Materials which are being used by you, 1Cover will notify you of this and such notification will confirm the date by when such 1Cover Banner and/or Other Materials must be removed from every Referring Website on which they are displayed at the time of the notice. If 1Cover issues a notice pursuant to this paragraph 3.6, it will provide you with a new 1Cover Banner or Other Materials (as relevant) and accompanying Referral Link for you to use on the relevant Referring Website.

3.7

You must ensure that only the Referral Links are used on a Referring Website. The use of any links to the Site which are not provided by 1Cover as Referral Links in the 1Cover Welcome Pack are not permitted under these Terms and, in any event, no use of such links will be tracked under the Affiliate Program. 1Cover will not be liable to you for any failure by you to use the Referral Links.

3.8

1Cover is responsible for all aspects of the provision to a Customer of the services under any insurance policy purchased by a Customer and we expressly reserve our right to decide whether to issue a policy to a Customer pursuant to an enquiry or request via any Referral Link. 1Cover will be responsible for the provision of all necessary customer service, processing of payments, processing of claims, reporting sales activity and otherwise servicing its Customers as we see fit.

3.9

You acknowledge that you are solely responsible for complying with any requirements necessary to successfully place a 1Cover Banner and/or Other Materials and Referral Link on your Referring Website(s) and participate in the Affiliate Program. You are also solely responsible for the continued operation and maintenance of the Referral Link on your Referring Website. You acknowledge that any information 1Cover makes available to you regarding the technical requirements for participating in the Affiliate Program is strictly for informational purposes only.

3.10

You agree that 1Cover makes no representations to you in regards to your ability to successfully make use of any 1Cover Banner and/or Other Materials or Referral Link (either fully or at all) and shall not be liable to you for any losses, damages or other consequences you or the Business suffer as a result of any inability to make use of the 1Cover Banner and/or Other Materials or Referral Link.

3.11

In using the Affiliate Program, you warrant, represent, undertake and agree that:

a. you are at least 18 years old or such other age as required to enter into legally binding arrangements in your jurisdiction;

b. you will follow all instructions provided by 1Cover (regardless of whether such instructions are provided on the Site or otherwise) in respect of how the Affiliate Program is to be used;

c. you will not use a 1Cover Banner, Other Materials, Referral Link or any other aspect of the Affiliate Program for any purposes other than as clearly contemplated by 1Cover in accordance with these Terms and/or the information on the Site or as otherwise provided by 1Cover;

d. you bear any and all costs, charges and fees of any kind associated with your participation in the Affiliate Program and 1Cover shall not be liable for any such costs, charges or fees that you incur, whether or not incurred as a result of the normal use of a 1Cover Banner and/or Other Materials or Referral Link or as a result of any malfunction or interruption to the functionality of any 1Cover Banner, Other Materials, Referral Link or the operation of the Affiliate Program generally that may or may not be the fault of 1Cover;

e. you must provide all information (including updating such information when your circumstances have changed) requested from you by 1Cover or required during the process of participating in the Affiliate Program and you must ensure that such information is at all times accurate, true and complete;

f. you are the owner of the Referring Website and have the right to use the Referring Website to participate in the Affiliate Program; and

g. it is your responsibility to ensure your own compliance with all applicable laws in relation to the use of any 1Cover Banner, Other Materials or Referral Link and 1Cover disclaims any responsibility and liability for this to the maximum extent permitted by law.

4. Affiliate ID Code account with 1Cover

4.1

You acknowledge that you will be required to maintain an Affiliate ID Code account (“Account”) with 1Cover to participate in the Affiliate Program and agree to follow all instructions provided by 1Cover (regardless of whether such instructions are provided on the Site or otherwise) in regards to establishing and maintaining an Account.

4.2

By establishing an Account, you irrevocably and unconditionally acknowledge and agree that:

a. you will provide all the information required by 1Cover for the purposes of establishing, operating and maintaining an Account;

b. you must ensure that all of the information you provide to establish an Account or in updating an Account is and will be accurate, true and complete at all times;

c. you must keep such Account secure and confidential;

d. you will not circumvent or attempt to circumvent any limitations or security features 1Cover imposes on or in relation to any 1Cover Banner, Other Materials, Referral Link or Account or your use of, or participation in the Affiliate Program;

e. you must not decompile, alter, revise, modify, reverse engineer, disassemble or otherwise reproduce all or any part of the Affiliate Program including any associated software;

f. you must not allow any other unauthorised third party to have access to the Account or to any material provided to you in respect of the Affiliate Program (including 1Cover Banner, Other Materials and Referral Links) for any reason, and will actively takes steps to prevent any unauthorised third party from doing such and must notify 1Cover immediately if you are aware of any unauthorised use of the Account or such materials;

g. you will not cause or allow the Account to be leased, sold, transferred to or operated by another person, whether for money or other valuable consideration or gratuitously;

h. you assume full responsibility for maintaining the confidentiality of your Account, including any username and password required for accessing, operating or maintaining the Account;

i. 1Cover is not responsible for any losses you incur due to informational or technical errors in the Account establishment process, and will not be liable for any loss or damage you incur as a result of a loss of any information on your Account or in respect of unauthorised uses of your Account by a third party, including the use of any information on your Account; and

j. 1Cover reserves the right to edit or delete any information on your Account, without notice and liability to you in the event that such information is determined by 1Cover, in its sole and absolute discretion, to violate these Terms.

5. Intellectual Property Rights

5.1

In relation to any software 1Cover utilises to provide the Affiliate Program (including to operate the Site) and any other information, material, images, graphics, code, reports, trade marks, logos, data or colour schemes made available or accessible to the Affiliate or that is otherwise owned or licensed for use by 1Cover (“Intellectual Property”), you acknowledge and agree that 1Cover grants you a limited, non-transferable and non-exclusive licence, terminable at will, to use such Intellectual Property solely to enable you to participate in the Affiliate Program in accordance with these Terms and subject to all the restrictions and obligations set out in these Terms.

5.2

You acknowledge and agree in respect of the Intellectual Property that:

a. you will not use the Intellectual Property in connection with a purpose that is prohibited by1Cover or which goes beyond the intended purpose of the Affiliate Program as disclosed in these Terms;

b. 1Cover retains full and complete title and interest to the Intellectual Property including all intellectual property rights, including but not limited to rights in the nature of copyright, trade marks, patents, design rights, circuit layout rights, trade secrets and any other similar or associated rights, in any jurisdiction throughout the universe for the full term in which such rights subsists plus any extensions thereof;

c. you will not acquire any right, title or interest (including the rights in paragraph 5.2(b) above) in any Intellectual Property under any circumstances; and

d. you must not copy, distribute, transmit, publicly display, communicate to the public, reproduce, edit, store, licence, adapt, translate and reformat any or otherwise make any use of any Intellectual Property by any means and for whatever reason other than as expressly allowed pursuant to these Terms.

6. Earning Commission & Payment Of Commissions

Earning Commission

6.1

Subject to the Affiliate complying with the obligations in these Terms, and subject to paragraph 6.3 below, 1Cover will make payment to an Affiliate of the relevant commission as set out in the 1Cover Welcome Pack (“Commission”, net of any bank charges and any amounts required to be deducted and held under any provision of statute or regulation, including any present or future tax, levy, impost, deduction, charge, duty or withholding of any kind (whether direct or indirect) levied or imposed by any government or quasi-government agency in any country), on each travel insurance policy sold by 1Cover to a Customer in the following situations and in accordance with paragraph 6.8 below:

a. where 1Cover has identified that a sale of an insurance policy has been made to a Customer by such Customer following a Referral Link on a Referring Website associated with your Account; or

b. where a customer has bought an insurance policy over the phone with 1Cover’s call centre and provided the call centre operator, at the time of the purchase of the policy, the Affiliate ID Code or the Referring Website; or

c. where the Affiliate has arranged the purchase of a Policy for and on behalf of a Customer over the phone with 1Cover’s call centre, provided that the Affiliate either provided the call centre operator, at the time of the purchase of the Policy, with the Affiliate ID or the Affiliate sent to 1Cover, in writing within seven (7) days of the purchase of the Policy, the customer’s full name, Policy number and, if required by 1Cover, evidence that the Affiliate was responsible for arranging the purchase of the relevant Policy for and on behalf of the applicable customer.

(Each sale shall is referred to as a “Referral Sale”).

6.2

For the purposes of paragraph 6.1(c) above, you warrant that if you arrange the purchase of an insurance policy from 1Cover for or on behalf of any Customer or Business that you are appropriately licensed or otherwise authorised by law and authorised by the Customer to arrange the purchase of such insurance policy. 1Cover does not acknowledge or represent, in making payment to you of a Commission pursuant to paragraph 6.1(c), that you are authorised to act on behalf of any Customer in relation to the arranging of the purchase of the relevant insurance policy(ies). You must not make any direct or indirect representation that you are authorised by 1Cover to sell, arrange or purchase, or to offer to sell, arrange or purchase, insurance from or with 1Cover.

6.3

A Commission in respect of a Referral Sale is not payable to an Affiliate in respect of a Referral Sale until the payment made by the Customer in respect of the Referral Sale has been cleared and receipted in full by 1Cover. In the event that a Customer cancels a Policy purchased in respect of a Referral Sale, or a refund is otherwise given to the Customer, you acknowledge that any Commission which has attributed to such Referral Sale and paid to the Affiliate shall be deducted from any further Commission payable to the Affiliate before any such further Commission is paid to such Affiliate.

6.4

1Cover will track all Referral Sales which are made on the Site using a Referral Link through the use of software and cookies placed on the Customer’s computer. We will continue to track Referral Sales, and make payment of the relevant Commissions so long as our cookies remain in the Customer’s computer. Our cookies will cease to operate after the expiration of 30 days from the Customer’s first use of the Referral Link. You agree that if and when the cookies used to track Referral Sales made through the Site are deleted, erased, corrupted or become unworkable for whatever reason, 1Cover shall not be able to continue to track sales to that particular Customer and shall not be liable for payment to you of any additional Commission in respect of any additional Referral Sales made by the Customer via the Site.

6.5

You acknowledge that the data created by the use of such tracking methods shall be binding on both parties. You agree that you have no right to challenge or dispute the data created by such system or the calculation of any Commission. While we will use our reasonable endeavours to ensure that the tracking methods are accurate and without error, 1Cover does not warrant that the tracking system will be error-free and you acknowledge that 1Cover is not responsible for any technical errors associated with any software used.

6.6

By logging in to your Account you will able to view commission summary reports containing information regarding the sales of insurance policies which have been linked to your Affiliate ID Code.

6.7

1Cover does not warrant that any Commission will be achieved by participating in the Affiliate Program and will not be liable to you for payment of any kind whatsoever in the event that no Referral Sales are achieved by 1Cover as a result of your participation in the Affiliate Program. 1Cover makes no representation, warranty or guarantee, express or implied, as to the effectiveness or profitability of the Affiliate Program.

Payment Of Commissions

6.8

Subject to paragraph 6.9 below, any Commission due to an Affiliate in relation to any given calendar month, will be paid as follows:

a. on the 15th day of each calendar month in respect of the sales made in the previous calendar month (or on the second business day after the 15th day of a calendar month if that day is on a weekend or public holiday); and

b. deposited into the nominated bank account associated with your Account.

6.9

If the amount of Commission payable to you in respect of any given calendar month is less than NZ$50.00 (fifty New Zealand dollars), any amounts payable to you will be retained by 1Cover and carried over to the next calendar month, or months, until the amount payable to you is at least NZ$50.00 (fifty New Zealand dollars). If these Terms are terminated and any amount less than NZ$50.00 (fifty New Zealand dollars) is payable to you, such amount will be payable in accordance with paragraph 7.3 below.

6.10

For the avoidance of doubt, an Affiliate cannot claim a Commission if another Affiliate claims a commission in respect of the same transaction.

6.11

In paying Commission, 1Cover shall apply the exchange rate quoted by its bank when processing the payment due to you (and such payment shall be net of any charges imposed by our bank).

7. Termination

7.1

You acknowledge and accept that 1Cover may terminate your participation in the Affiliate Program (and your Account) on 14 days’ prior notice to you, without liability or compensation to you. 1Cover may also terminate your participation in the Affiliate Program (and your Account) immediately and without notice in the event that:

a. you are in breach of any of these Terms (or where 1Cover reasonably suspect a breach); or

b. we resolve to discontinue the Affiliate Program in full.

7.2

You may terminate these Terms by notice in writing to 1Cover. The termination shall be effective from the day on which 1Cover received such notice from you.

7.3

Upon termination of these Terms, however arising, 1Cover shall, within 21 days of the date of termination, pay to you any Commission which is payable in accordance with paragraph 6.1 above in respect of any Referral Sales made during the period prior to the date of the notice. The Affiliate acknowledges that the payment may, in some circumstances, be withheld for a period of more than 21 days to ensure that the correct Commission is paid taking into account any cancellations or refunds of policies.

7.4

Upon termination of your participation in the Affiliate Program, for whatever reason, you must immediately remove from any Referral Website any 1Cover Banner, Other Materials, Referral Link or other code, graphics or text provided by 1Cover or otherwise related to 1Cover’s business.

7.5

You acknowledge and accept that 1Cover’s rights under this paragraph 7 are in addition to any other rights of termination or suspension it may have under the general law, and the exercise of those rights by 1Cover shall not be a bar to prevent 1Cover from claiming any losses or damages 1Cover has suffered, howsoever arising, as a result of your conduct (whether or not such claim arises pursuant to these Terms or under the general law).

7.6

You acknowledge and agree that notwithstanding anything in these Terms that regulate the termination or suspension of your Account under the Affiliate Program, any rights, obligations and liabilities that have accrued under these Terms prior to the termination or suspension shall remain unaffected.

8. Limitation Of Liability & Indemnity

8.1

Notwithstanding any other provision of these Terms and to the maximum extent permitted by law, in no event shall 1Cover be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with the use of the 1Cover Banners, Other Materials, Referral Links (including the source code) and the Account and whether arising from breach of contract, tort or any other legal claim under any jurisdiction at law or in equity.

8.2

1Cover does not guarantee or represent that the operation of the Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or error.

8.3

You hereby indemnify and undertake to keep 1Cover and its officers, directors, employees, consultants, agents and representatives fully and effectually indemnified from and against:

a. any and all third party claims, proceedings, losses, liability, damages and/or costs (including legal fees on an indemnity basis) arising from your use of the Affiliate Program (including the 1Cover Banner, Other Materials, Referral Links or the Account) and/or your breach of any warranty, representation, term or condition of these Terms; and

b. any and all claims, proceedings, losses, liability, damages and/or costs (including legal fees on an indemnity basis) from any party in respect of the use of Affiliate Program (including the 1Cover Banner, Other Materials, Referral Links or the Account).

9. Miscellaneous

9.1

To the maximum extent permitted by law, 1Cover may, in its sole and absolute discretion and without prior notice, (a) modify the Affiliate Program (including, without limitation, the Site); or (b) discontinue the Affiliate Program at any time, in either case, without liability to you.

9.2

In participating in the Affiliate Program, you must comply with all other policies available from the 1Cover Site.

9.3

You acknowledge that you are an independent contractor and nothing in this Agreement is intended to or will create any joint venture, partnership, agency, sales representative, franchise or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement on any Referring Website or otherwise that contradicts anything in these Terms.

9.4

You may not assign this agreement without our prior written consent.

9.5

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable in part or in whole, the remainder of the terms and conditions shall be given full force and effect as if the unenforceable term or conditions had not been in effect, and all other terms and conditions will remain unaffected.

9.6

1Cover shall not be taken to waive the enforcement of any of its rights, whether for past, future or continuing breaches, under these Terms unless made in writing and signed by a director of 1Cover.

9.7

In the event there is any inconsistency between these Terms and any other information appearing on the Site, or any other material accessible, available or observable on the Site and published by 1Cover, or any other matter represented to you or by 1Cover, these Terms shall prevail unless it is expressly stated in any relevant document that these Terms are to be disregarded in the event of any such conflict or inconsistency.

9.8

For the purposes of any notices under these Terms, you will be deemed to have given written notice if an email is sent to 1Cover via our contact details as provided on the “Contact Us” webpage on the Site. By submitting an email address in your Application you authorise us to send any notices required in these Terms to you via email to the specified email address and the sending of a notice to such email address shall be sufficient.

9.9

These Terms shall be construed in accordance with and governed by the New Zealand where applicable. You hereby irrevocably consent to the jurisdiction of New Zealand courts in all disputes arising out of or related to your participation in the Affiliate Program or these Terms.