This Affiliate Program Agreement (“Agreement”) is entered into by and between Agilent Insights, Inc., and the signor of this Agreement (“Affiliate”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of Affiliate’s participation in Agilent Insights’ Affiliate Program (“Affiliate Program”) and is in addition to any other agreement that Affiliate may have entered into with Agilent Insights by virtue of being a member. In this Agreement “you,” “your” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. The terms “we,” “us” and “our” refer to Agilent Insights, Inc. (“Agilent Insights”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with Agilent Insights’ Universal Terms of Service Agreement, which is incorporated herein by reference.

This Agreement explains our obligations to you, and explains your obligations to us under the Affiliate Program offered by Agilent Insights. The Affiliate Program is purely a referral program by which you can earn commissions as outlined herein. Commissions are earned by you as an independent contractor and, as such, you are responsible for paying any taxes due on such commissions. In addition, you are required to provide any/all accurately completed tax related information and forms that is requested by Agilent Insights. Failure to do so will result in a forfeiture of your commissions.

A. Changes and Modifications to the Agreement

Agilent Insights, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Agilent Insights or Survey Consensus websites (this “Site”). You acknowledge and agree that (i) Agilent Insights may or may not notify you of such changes or modifications prior to posting them to this Site and (ii) your continued participation in the Affiliate Program after such changes or modifications have been made (as indicated by the “Last Revised” date on this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, you must formally terminate your Affiliate status. In addition, while not required, Agilent Insights may occasionally notify you of changes or modifications to this Agreement by email. Agilent Insights assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

B. Suspension or Termination of Affiliate Program Participation

Agilent Insights reserves the right to suspend participation in the Affiliate Program in the event of an unresolved breach of this Agreement or if suspension or cancellation is required by any policy now in effect or later adopted by ICANN. You agree that your failure to comply completely with the terms and conditions of this Agreement and any Agilent Insights rule or policy may be considered to be a material breach of this Agreement and that Agilent Insights may provide you with notice of such breach either in writing or electronically (i.e. email). If you do not provide Agilent Insights with material evidence that you have not breached your obligations within ten (10) business days, Agilent Insights may terminate your participation immediately and take any remedial action available to Agilent Insights under the applicable laws. Such remedial action may be implemented without notice to you.

In addition, you acknowledge and agree that Agilent Insights may terminate your participation as an Affiliate if: (a) you or your site violates, as determined by Agilent Insights in its sole and absolute discretion, any of the Affiliate Restrictions outlined in Section 3 and/or any additional restrictions named; (b) for non-payment of fees, if any; and/or (c) if your site is not live, is under construction, or is a personal homepage or another personal site.

2. DESCRIPTION OF THE AFFILIATE PROGRAM

A. Overview

Agilent Insights’ Affiliate Program allows you to earn commissions on leads to new Agilent Insights members via advertising on your “web site” or “publishing location” (such as an electronic newsletter or blog) (hereinafter “Your Site”) that contains a link with your affiliate ID. This advertising will allow you to drive traffic (“sessions”) to Agilent Insights’ web site. In order to participate in the Affiliate Program you must complete an insertion order (“Insertion Order”). You will earn a commission as outlined in the Insertion Order when a person or entity (that is not you or your agent(s)) makes their first-time registration of certain Agilent Insights products or services (“New Member”) after being referred to through the unique affiliate link that is contained on Your Site.

After being referred to the Agilent Insights web site from a link contained on Your Site, visitors have thirty (30) days to complete their registration for you to receive a commission. Should the visitor click on another referral link that is not controlled by you, or return to the Agilent Insights web site via another source-coded advertising link during the initial thirty (30) days, your affiliate link will be overwritten and you will not receive a commission for that visitor’s registration.

B. Enrolment

Enrolment into Agilent Insights’ Affiliate Program occurs through the completion and acceptance of an Insertion Order.

C. Commissionable Leads

Affiliate acknowledges and agrees that Agilent Insights will only pay for first-time registrations by new members. Affiliate will only receive commission for registrations completed after linking through Affiliate’s unique referral link and completing such registrations within 30 days of first visiting the Agilent Insights site. Subsequent registrations made by the same member (including by accessing Agilent Insights’ web site directly) will not be commissionable. All Agilent Insights products and services will be eligible for a commission except premium domains, domains bought at Agilent Insights Marketplace and apps.

D. Restrictions on Eligible Commissions

You are not eligible for a commission payment on registrations made by you, your employees, agents, representatives, or contractors (all considered your “agents”), as well as registrations made from several accounts owned by the same person. Commission is paid for the first registration only made by a certain person. Agilent Insights employees (and their immediate family members) are not allowed to participate in the Agilent Insights Affiliate Program.

3. AFFILIATE RESTRICTIONS

A. Linking to Agilent Insights Website

Upon acceptance into the Affiliate Program, links and banners will be made available to you. You acknowledge and agree:

• Agilent Insights Logo Use. You shall not use the Agilent Insights logo without our prior approval. In addition, the Agilent Insights logo shall be removed from Your Site immediately upon request. Agilent Insights may lock your affiliate account immediately and withhold payment of any/all commissions without further notice if you fail to remove the Agilent Insights logo from Your Site upon request. For clarity, acceptance into the Affiliate Program grants a limited license to use Agilent Insights’ logos as outlined herein.
• Creatives. You shall not use any creatives that do not comply with Agilent Insights guidelines. If your creative requirements are not met by our current content offering, please contact us to discuss your individual needs.
• No Domain Forwarding. You shall not create domain forwarding directly to our site using your affiliate link;
• No Harmful Activities. You shall not engage in activities that Agilent Insights determines, in its sole discretion, to be harmful to its members, employees, operations, or reputation.
• Prohibition Against Use of Agilent Insights Trademarks. You shall not include the Agilent Insights trademark, trademark with keywords or any misspellings of said trademarks in any domain names. Such activity will result in your immediate removal from the program;
• Prohibition Against Use of Agilent Insights Copyrights & Look-A-Like Sites. You shall not use an Agilent Insights look-a-like site that suggests or gives the visitor the impression that your website or publishing location is affiliated with Agilent Insights. Your website or publishing location shall not in any way copy or resemble the look and feel of Agilent Insights’ website or website content, and you shall not create the impression that your website or publishing location is part of Agilent Insights’ network of websites. This includes using Agilent Insights’ trademarks, trade names, or any variations or misspellings thereof, in your URL, business name, or site name. You shall not “frame” or permit the “framing” of any page of Agilent Insights’ network of websites.

B. Website Content & Emails

You acknowledge and agree that Your Site specifically shall not (and shall not enable others to):

• Contain false, inaccurate, defamatory, slanderous, libelous or misleading content or statements about Agilent Insights and/or its products and services;
• Do anything to give the impression to anyone that you are an Internet Corporation for Assigned Names and Numbers’ (“ICANN”) approved registrar;
• Display, promote or sell illegal content, or offer any illegal product or service;
• Engage in sending unsolicited commercial email (“spam”) or indiscriminate advertising;
• Fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other applicable laws regulating commercial email;
• Collect personal information about minors without their parent’s prior written consent;
• Contain pornographic or obscene content, tasteless images, or excessively violent or hate-related material, as determined by Agilent Insights in its sole and absolute discretion;
• Engage in activities, whether lawful or unlawful, that Agilent Insights determines, in its sole and absolute discretion, to be harmful to Agilent Insights or its members, employees, operations or reputation;
• Encourage the use of a controlled substance;
• Encourage unlawful behavior;
• Violate any applicable law;
• Advocate, promote, or solicit conduct that could constitute a criminal offense or give rise to civil liability;