Lemonade (US)

Lemonade Terms and Conditions for Publishers Engagement via Awin

These Terms and Conditions for Publishers (the “Terms”) govern your engagement with Lemonade via Impact or any affiliates thereof (the “Platform”) for the promotion, announcement, advertisement or marketing of Lemonade and/or its’ products and services (“Campaign”). Please read these Terms carefully before applying to Lemonade’s Campaign through the Platform. By applying through the Platform to promote, announce, advertise or market Lemonade and/or its’ products and services, you are agreeing to be subject to and fully comply with these Terms.

References to "you", “your” or “Publisher” in these Terms means you, as an individual, your duly authorized representatives, and any entity you may represent in connection with your engagement in the Campaign. Any reference made in these Terms to “Lemonade”, “we” or “our” shall be deemed to have been made to Lemonade Insurance Agency, LLC, its successors, assignees, and subsidiaries and affiliates, as well as any company that controls Lemonade, directly or indirectly, and any other subsidiary of that controlling company.

We reserve the right, at our discretion, to modify these Terms from time to time, which will be effective upon the delivery of a notification on such changes to you. Your continued conduct of the Campaign following the notification of changes to these Terms will mean that you accept those changes. By participating in our Campaign, you confirm that: (i) you can form a binding contract with us; (ii) if you are an individual, you are over the age of 18; and (iii) if you are joining the Campaign on behalf of a corporation (or any legal entity other than using it personally), you represent that you are authorized to enter into an agreement on behalf of that legal entity, and are nevertheless individually bound by these Terms.

Compliance

In the conduct of the Campaign, you shall comply with any guidelines, instructions, or policies to be provided by Lemonade from time to time, as well as with all applicable laws and regulatory requirements; and all the provisions of these Terms.

Without derogating from the above, Publisher hereby acknowledges and agrees to comply with the following provisions in the conduct of the Campaign such as to ensure compliance with the applicable laws governing insurance:

• Publisher acknowledges that Lemonade is duly licensed to offer insurance as an insurance agent or insurance broker in the United States and may therefore offer advice regarding those lines of insurance in which it is licensed to solicit or otherwise promote such insurance products.

• Publisher acknowledges that it is not licensed as an insurance agent, and therefore undertakes not to offer any advice regarding insurance, nor recommend a particular coverage, policy or insurance company.

• All content and materials created to announce, market and/or advertise Lemonade will be reviewed and approved by Lemonade to ensure compliance with applicable laws and regulations.

• Without prejudice to any other obligation in these Terms, Publisher agrees, represents and warrants that it will provide prompt (at the latest within 72 hours) and detailed notification to Lemonade of any actual event that materially affects in an adverse manner, or that could reasonably be expected to materially affect in an adverse manner Publisher's ability to fully perform its obligations to Lemonade.

• Publisher shall comply with any reasonable instructions intended by Lemonade to monitor effectively the activities performed by Publisher pursuant to the Campaign and these Terms and give reasonable access by Lemonade (or its auditors or competent regulatory bodies) to its records related to the performance of its duties pursuant to these Terms, including via on-site visits.

Publisher shall not use any sources of incentivized traffic or any of the following types of websites to promote Lemonade and its’ products/services:

• Adult

• Gambling

• Streaming

• Cashback

• Torrents

• Toolbars

• Search (Google, Yahoo, Bing, etc.)

• Social Media Sites (Facebook, Twitter, Instagram, etc.)

Traffic generated from incentivized sources or from websites of the above types will not be paid.

Intellectual Property and Content Approval

Lemonade shall retain all ownership rights, title, interest and intellectual property rights in and to its name, logos, marks, other identifiers, promotional, marketing and descriptive materials, signage, graphic designs and any other materials or information belonging to Lemonade (collectively, “Materials”). Nothing herein shall be construed as granting any license or other right to the Publisher, except those rights expressly granted hereunder.

You may use and display such Materials provided by Lemonade as reasonably necessary to conduct the Campaign, provided that such usage or display is reviewed and approved by Lemonade. [All requests for review and approval shall be directed to Lemonade] You shall not use any Materials for any other purpose without the prior written consent from Lemonade.

Upon termination of the Campaign, or sooner if requested by Lemonade, Publisher shall immediately cease using any Materials and promptly return, and require Publisher representatives to return to Lemonade all copies, whether in written, electronic or other form or media, of the  Materials, or destroy all such copies and certify in writing to Lemonade that such Materials were destroyed.

Indemnification

Publisher shall indemnify and hold harmless Lemonade, its’ parent companies, affiliates and subsidiaries and their respective owners, directors, officers, employees and representatives, and the successors and assigns of any of them, from and against all losses, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from (a) any breach of any representation, warranty, obligation or covenant made by the Publisher under the Campaign or these Terms, (b) any negligent or willful act or omission by the Publisher in connection with the performance of its obligations under the Campaign or these Terms, or (c) any infringement, misappropriation, or violation by Publisher of the intellectual property rights, contract rights or other legally-recognized rights of Lemonade in respect of any of Lemonade’s Materials and intellectual property furnished to Publisher for use under the Campaign and subject to these Terms.

Confidentiality

Lemonade may disclose or make available to the Publisher certain information about its business affairs, intellectual property, trade secrets, client lists, third-party confidential information and any other information  which  would reasonably be considered  confidential or proprietary under the circumstances (collectively, the “Confidential Information”).

You shall: (i) protect and safeguard the confidentiality of the  Confidential Information with at least the same degree of care as you would protect your own confidential information, but in no event with less than a commercially reasonable degree of care; (ii) not use Lemonade’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under the Campaign and these Terms; and (iii) not disclose any such Confidential Information to any person or entity, except to your representatives who need to know the Confidential Information to assist you, or act on your behalf, to perform your obligations under these Terms or the Campaign. You will be responsible for any breach of this confidentiality obligations caused by any of your representatives or anyone else on your behalf. On the expiration or termination of the Campaign, at Lemonade’s written request, you shall promptly return, and shall require your representatives to return to Lemonade all copies, whether in written, electronic or other form or media, of the  Confidential Information, or destroy all such copies and certify in writing to Lemonade that such Confidential Information has been destroyed.

Required Approvals and Termination

Lemonade shall have the sole and exclusive discretion to determine whether Publisher is eligible to promote and market Lemonade and its’ products or services and participate in the Campaign.

Lemonade may, for any reason or no reason whatsoever, at its’ sole discretion, (i) reject Publisher following its application to conduct a Campaign; and (ii) terminate Publisher’s participation in the Campaign at any time.

Lemonade shall have the sole and exclusive discretion to determine whether any leads who have subscribed to Lemonade through Publisher or been introduced to Lemonade by and/or through the Publisher (“Leads”) are eligible for Lemonade’s products or services.

Publisher acknowledges that following the termination of Publisher’s engagement in the Campaign, Lemonade may continue to market to, and develop any new or existing relationships with any Leads.

Publisher acknowledges and agrees that Lemonade may approach and/or advertise to any Leads that have viewed or interacted with any links, ads, or any other Materials on any platform of Publisher, and Publisher represents and warrants that it shall have obtained the valid consent of such Lead to any such interaction and to the processing of the personal data or information of such Lead by Lemonade, to the extent such consent is required by any applicable law, including, without limitation, any applicable data privacy law.

Payments, Expenses and Taxes

All payments to Publisher for its’ performance of the Campaign shall be exclusively made by the Platform and Lemonade shall not be liable for any payments to Publisher whatsoever (including with respect to delayed or unpaid payments).

Payments made by the Platform to the Publisher shall be the only consideration that the Publisher shall be entitled to for its engagement with Lemonade with respect to the Campaign.

Publisher shall not be entitled to any reimbursement of costs or expenses with respect to the Campaign and will bear all applicable taxes with respect to any payments received by it from the Platform in accordance with any applicable laws.

Miscellaneous

Nothing contained in this Terms shall either be construed to create an employer-employee, principal-agent relationship between Lemonade and the Publisher (or any one on its behalf), nor be deemed as a joint venture, legal partnership, association or other such relationship of any kind between Lemonade and the Publisher.

In fulfilling Publisher’s undertakings under the Campaign and these Terms, Publisher is acting and shall act as an independent contractor for all intents and purposes.

Publisher is not authorized to make representations or commitments to any third party regarding Lemonade or its’ products or services.

Publisher may not assign its’ rights or responsibilities under the Campaign and these Terms.

Last update: August 31, 2021