Affiliate Terms of Service and Agreement

Definitions:

  • HOST = HOST and/or its Parent Company
  • Affiliate, You, Your = You, The HOST Affiliate Program member.

By signing up/particpating in the HOST Affiliate Program (the Program), you indicate your acceptance of this Agreement and its terms and conditions.

HOST Affiliate Program Participation

Participation in the Program is available only to members in good standing. Your participation in the Program is solely to legally advertise our website products and services to receive a commission on memberships and products purchased by individuals referred to HOST by your own website or personal referrals.

Definitions

"Affiliate Campaign" means a specific program offered by HOST for the payment of Referral Fees for a specified Conversion Event; as such terms are defined below.

"Affiliate Web Site" or "Affiliate's Web Site" means the Affiliate Web Site(s) that will be participating in the Program

"Affiliated Entity" means any company or any entity worldwide (including, without limitation, corporations, partnerships, joint ventures and limited liability companies) where either (i) a party owns a Material Interest in the entity, (ii) a parent entity having a Material Interest in a party also owns a Material Interest in the entity or (iii) the entity owns a Material Interest in a party.

"Conversion Event" means the sale of a HOST subscription to a customer that is referred from the Affiliate or Affiliate’s Web Site and will result in the payment of a Referral Affiliate. Without limitation, a Conversion Event does not include any fraudulent, duplicative, incomplete (including, without limitation, by reason of known and unknown bugs or other technical issues), or otherwise improper activity as determined by HOST in its sole discretion.

"End User" means a visitor to Affiliate's Web Site who may participate in a Conversion Event.

"Links" means the applicable links for a specific Affiliate Campaign that HOST may provide to Affiliate to enable End Users to navigate to a HOST.

"Material Interest" means a twenty percent (20%) or greater ownership, equity, or financial interest in an entity.

"HOST Content" means banners, text, links, data feeds, graphics and other content provided by HOST for display on Affiliate's Web Site through the use of a Link. HOST Content may contain "cookies".

"HOST" or "HOST Properties" means the web sites, web pages and services owned or operated by HOST and any successor, similar or replacement versions of such web sites or services, regardless of whether or not marketed or promoted under the same name, and accessible via various Internet-enabled devices, including but not limited to personal computers, mobiles devices and televisions. At HOST's discretion, the HOST Properties may also include: (i) any international or non-English language versions of these web sites or services; (ii) versions of these web sites, web pages or services that are co-branded and distributed either by HOST or a third party; and (iii) HOST software applications, services or tools, provided such software application, service or tool contains a link back to one of the foregoing HOST Properties.

"Program Description(s)" means a detailed description of the applicable Affiliate Campaign, including but not limited to a description of the applicable Conversion Event, the Referral Fee, and requirements for Affiliate's participation.

"Referral Fee" means the fee due from HOST to Affiliate after a Conversion Event takes place

"Software" means the software that may be included in the HOST Content provided to Affiliate including but not limited to software that may be included for tracking and reporting purposes.

HOST Obligation

Following HOST's acceptance of Affiliate into the Program and during Affiliate's participation in any Affiliate Campaign offered to Affiliate, HOST will use commercially reasonable efforts to make available the HOST Content and Links associated with the particular Affiliate Campaign. Conversion Events and Referral Fees will be measured and determined solely by HOST and/or its contractor(s). HOST will not have any obligation to provide Affiliate with notice of any fraudulent, duplicative, incomplete, or otherwise improper activity associated with Affiliate prior to the payment of Referral Fees.

Affiliate Obligations

Affiliate will comply with the terms, directions and guidelines included in this agreement or as otherwise provided by HOST from time to time in connection with Affiliate's placement of the Links, its display of the HOST Content, its use of the Software, or other activity in connection with a specific Affiliate Campaign. Except as explicitly described in this Agreement and in the applicable Program Description, Affiliate may place the Links and display the HOST Content on as many areas of Affiliate's Web Site as Affiliate desires. In utilizing the Links, Affiliate agrees that it will cooperate fully with HOST in order to establish and maintain such Links and to enable proper tracking and reporting of Conversion Events. Affiliate also agrees that it will display on Affiliate's Web Site only the HOST Content that is provided by HOST in an unmodified form, and Affiliate will substitute HOST Content with any new HOST Content provided by HOST from time to time throughout the term of this Agreement. HOST may, in its sole discretion modify the Links, the HOST Content, and the Software during the term of the Agreement.

Affiliate represents and warrants that:

  • All information provided in its application to the Program is true, correct, and complete;
  • Affiliate has the full right and capacity to enter into this Agreement and (if an individual)
  • Affiliate is at least 18 years of age;
  • Affiliate is not an Affiliated Entity of HOST or an employee of a HOST Affiliated Entity;
  • Affiliate will at all times operate Affiliate's Web Site in compliance with all applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act of 2003 and those relating to privacy and data protection;
  • Affiliate's Web Site and all contents thereof will at all times (i) comply with all applicable laws, statutes, ordinances, and regulations, (ii) not violate the rights of or any duty owed to any other party, and (iii) will not contain any restricted content listed in Attachment 1 to this Agreement;
  • Affiliate will not solicit, encourage, commit, or permit any fraudulent or improper act to generate Conversion Events or Referral Fees; and
  • Affiliate will not enable the Links to collect personally identifiable information of End Users that would allow HOST to personally identify End Users.

Affiliate agrees to provide HOST with accurate information about Affiliate and Affiliate's promotional methods and to maintain up-to-date "account" information (such as contact information, web sites used, etc.). In its Program accounts, Affiliate must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary.

Affiliate's Web Site

Operation.

Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate's Web Site, including without limitation all costs and expenses incurred therewith. Without limitation, Affiliate will be solely responsible for the following:

  • Performing the technical operation of Affiliate's Web Site and all related equipment.
  • Ensuring the accuracy and appropriateness of materials posted on Affiliate's Web Site (including, among other things, all product-related materials).
  • Ensuring that materials posted on Affiliate's Web Site do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights.
  • Ensuring that materials posted on Affiliate's Web Site are not libelous or otherwise illegal.
  • Operating Affiliate's Web Site in compliance with applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act of 2003 and those relating to privacy and data protection.

Licenses

HOST hereby grants Affiliate a nonexclusive, revocable, personal, non-transferable license to perform and display the HOST Content on Affiliate's Web Site solely for the purpose of enabling End Users to view the HOST Content and utilize the Links. In addition, if HOST supplies Software to Affiliate for tracking and reporting purposes, HOST hereby grants Affiliate a nonexclusive, revocable, personal, non-transferable license to download, install, and use such Software solely for the purpose of providing tracking and reporting information to HOST.

Reservations and Limitations

The Links, the HOST Content and the Software are protected by copyright and other intellectual property laws and treaties. HOST or its suppliers own the title, copyright, and other intellectual property rights in the Links, the HOST Content and the Software, and such Links, HOST Content and Software are licensed, not sold. Affiliate will not disassemble, decompile, or reverse engineer, the Links, HOST Content and Software, except and only to the extent that such activity is expressly permitted by applicable law. Affiliate will not remove or obscure any proprietary notices in the Links, the HOST Content and the Software.

Promotion of Links

In its promotion of the Links, Affiliate agrees to only use ethical and legal business practices and comply with the terms of each Affiliate Campaign and this Agreement. However, HOST may, in its sole and complete discretion, deem specific Affiliate promotional activities inappropriate and a material breach of this Agreement. Any suspected fraudulent, abusive or otherwise illegal content or activity by Affiliate through its promotional methods or that is perpetrated through use of the Links or Software is grounds for immediate termination of this Agreement or deactivation of Affiliate's participation in an Affiliate Campaign.

Prohibitions

Affiliate will use and display the Links, the HOST Content and the Software only as explicitly directed by HOST. In addition, Affiliate will not, and will not authorize or encourage any third party to directly or indirectly take any action that may result in a Conversion Event through any automated, deceptive, fraudulent or other invalid means including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software. Any methods that artificially generate actions that may result in a Conversion Event are prohibited under this Agreement.

Referral Fees

Amounts.

Affiliate will earn Referral Fees according to the specific Affiliate Campaign in which Affiliate is participating. However, HOST will not pay Affiliate any Referral Fees for invalid Conversion Events or Conversion Events that occurred as a result of any violation of this Agreement, all as determined by HOST in its sole discretion. Affiliate acknowledges and agrees that neither HOST nor its contractors makes any guarantee, prediction, or representation regarding the ability of Affiliate to generate Conversion Events or earn Referral Fees.

Payment

In order to receive payment, Affiliate will be required to provide HOST with the required information including for U.S. Affiliates, Affiliate's U.S. tax identification number and a fully-completed form W-9. HOST will pay Referral Fees to Affiliate under the following terms:

  • Affiliate elects to "Cashout" eligible commission balance by clicking the Cashout button within their Affiliate reporting dashboard.
  • The referred account must remain active for a minimum of 60 days
  • Referral Fees become eligible for payout after ninety (90) days from date of Referral sign-up
  • Affiliate reaches one hundred dollars (U.S. $100.00) in eligible Commissions.
  • Referral Fees will not be paid for any incomplete or fraudulent purchases or purchases where the sales fee is not collected.
  • All payments of Referral Fees to Affiliates will be made within thirty (30) days after the eligibility and minimums are met.

You cannot refer yourself. You will not receive a commission on your own accounts.

Account Charges.

Affiliate is solely responsible for providing and maintaining accurate contact and payment information associated with Affiliate's account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from a newly issued payment. In the event HOST is unable to locate Affiliate for the payment of Referral Fees after using reasonable efforts, HOST may retain the Referral Fees in accordance with applicable law. HOST may charge a reasonable fee for account maintenance against such Referral Fees up until there are no longer any Referral Fees remaining.

Taxes.

Each party will be responsible for billing, collecting and remitting sales, use, value added, and other comparable taxes due with respect to (or incurred in connection with) the sale or license of such party's goods or services. Neither party is liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party's goods or services.

Reporting.

Each payment of Referral Fees will include a report showing sufficient information as determined by HOST to show the calculation of the Referral Fees. In addition, HOST may make various reports available to Affiliate at a designated URL.

Disclaimer.

HOST's calculation of the Referral Fees will be based upon reports available to HOST. The reports available to HOST may contain discrepancies from the reports available to Affiliate, due to the stage at which the report is received, technology related issues, or other reasons. HOST'S PAYMENTS WILL BE BASED ON THE CONVERSION EVENT REPORTING AVAILABLE TO HOST AND HOST WILL HAVE NO LIABILITY FOR ANY DISCREPANCIES BETWEEN THE INFORMATION AVAILABLE TO AFFILIATE AND THE INFORMATION AVAILABLE TO HOST. HOST will have no obligation to provide notice to Affiliate in the event that any Links, HOST Content, or Software are not being displayed on the Affiliate Website or are not functioning properly.

Compliance and Audit

Upon request from HOST, Affiliate will certify and warrant its compliance with this Agreement, the Affiliate Campaign terms, and all other terms and conditions of the Program. During the term of the Agreement and for one (1) year thereafter, HOST will have the right to cause a reasonable audit and/or inspection to be made of Affiliate's applicable records and facilities in order to verify Affiliate's certification of compliance with all terms and conditions of the Program. Any such audit will be conducted by HOST corporate internal audit or an independent professional selected by HOST. Affiliate agrees to provide HOST's designated audit or inspection team access to the relevant records and facilities. Except as specified in the next sentence, HOST will be responsible for all costs and fees related to such audits. If such audit reveals that Affiliate has breached this Agreement, made a false or incomplete certification of its compliance, or taken any improper action to generate Referral Fees or other benefit to Affiliate, then in addition to promptly refunding any Referral Fees or other benefits receive from or on behalf of HOST, Affiliate will be responsible for all costs and expenses incurred by HOST in conducting such audit, including, but not limited to, any amounts paid to any auditor or attorney.

Indemnity.

Affiliate will fully defend, indemnify and hold HOST, its subsidiaries, affiliates, and suppliers harmless from all claims by third parties arising out of Affiliate's participation in the Program, any violation of this Agreement, or relating to the development, operation, maintenance, and contents of Affiliate's Web Site. HOST will fully defend, indemnify and hold Affiliate, its subsidiaries, affiliates, and suppliers harmless from all claims by third parties against Affiliate, any violation of this Agreement, claims related to the Links, the HOST Content, or the Software in their unmodified forms as provided by HOST, or relating to the development, operation, maintenance, and contents of HOST.

The Indemnifying party will pay the amount of any adverse final judgment, award, or settlement, and all attorneys' fees and costs. Either party mat, at its option and cost, HOST may participate in the selection of counsel, defense and settlement of any claim covered by this Section.

Revocation of Affiliate Status

Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

  • Inappropriate advertisements (false claims, misleading hyperlinks, etc.)
  • Spamming (mass email, mass newsgroup posting, etc.)
  • Advertising on sites containing or promoting illegal activities
  • Violation of intellectual property rights
  • HOST reserves the right to terminate any Affiliate account at any time, for any reason.

Affiliate Links

You may use graphic and text links both on your website and within in your email messages. You may also advertise the HOST site in online and offline classified ads, magazines, and newspapers. You may use the graphics and text provided to you by us, or you may create your own as long as they are deemed appropriate according to our sole discretion

Affiliate Tracking

When a visitor clicks through your affiliate link, a cookie is set in their browser that contains your affiliate ID. Also, their IP address is tracked in the database along with your affiliate ID. When this person decides to buy a membership or product from HOST, the script will look for this cookie and try to match their IP address to identify the affiliate who will be awarded the commission. Visitors sent through your affiliate link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser and/or they are using the same IP address as the one logged in the database.

Relationship of Parties.

Affiliate and HOST are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Affiliate will have no authority to make or accept any offers or representations on HOST's behalf. Affiliate will not make any statement, whether on Affiliate's Web Site or otherwise, that reasonably would contradict anything in this Section.

Modification.

HOST reserves the right to change the terms and conditions of the Program and this Agreement at any time and in its sole discretion, by posting a change notice or a new form Agreement on this Web Site. Modifications may include, for example, changes in the scope of available Referral Fees, fee schedules, payment procedures and Program rules. Affiliate is responsible for regularly reviewing the terms and conditions of the Program and this Agreement. Affiliate's continued participation in the Program, including if applicable, by using the Links and the HOST Content on Affiliate's Web Site, constitutes its acceptance of and agreement to such changes.

NO WARRANTY

HOST MAKES NO WARRANTY. HOST PROVIDES THE AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINKS, THE HOST CONTENT, THE SOFTWARE, AND THE APPLICABLE HOST PROPERTIES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH AFFILIATE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOST, ITS AFFILIATES, SUPPLIERS AND PROVIDERS (EACH A "HOST PARTY") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. HOST, ITS AFFILIATES, SUPPLIERS AND PROVIDERS DISCLAIM ANY ANDALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE AFFILIATE PROGRAM, INCLUDING, BUT NOT LIMITED TO THE LINKS, THE HOST CONTENT, THE SOFTWARE, AND THE APPLICABLE HOST PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE.

LIABILITY LIMITATION; AFFILIATES EXCLUSIVE REMEDY.

IN NO EVENT WILL ANY HOST PARTY BE LIABLE FOR ANY DAMAGES GREATER THAN THE AMOUNT PAID IN REFERRAL FEES HEREUNDER. IN ADDITION, IN NO EVENT WILL ANY HOST PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR AFFILIATE'S PARTICIPATION IN THE PROGRAM, EVEN IF SUCH HOST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION 19 IS INDEPENDENT OF AFFILIATE'S EXCLUSIVE REMEDY PROVIDED BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, OR (iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF AFFILIATE IS DISSATISFIED WITH THE AFFILIATE PROGRAM, THE HOST CONTENT, THE LINKS, OR THE SOFTWARE, OR AFFILIATE DOES NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR AFFILIATE HAS ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY HOST PARTY WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, THEN AFFILIATE'S SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND IMMEDIATE CEASE ALL USE OF THE LINKS, HOST CONTENT AND SOFTWARE.

ADDITIONAL LIABILITY LIMITATION.

WITHOUT LIMITATION, AFFILIATE ACKNOWLEDGES AND AGREES THAT HOST IS NOT RESPONSIBLE OR LIABLE FOR (i) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT AFFILIATE'S ACCESS TO OR USE OF THE HOST PROPERTIES, (ii) ANY INCOMPATIBILITY BETWEEN THE HOST PROPERTIES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (iii) ANY DELAYS OR FAILURES AFFILIATE MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE HOST PROPERTIES IN AN ACCURATE OR TIMELY MANNER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE AFFILIATE OF ANY MANDATORY PROTECTIONS PROVIDED TO AFFILIATE UNDER APPLICABLE LAW.

Terms and Termination

The term of this Agreement will begin upon Page.ly's acceptance of Affiliate's application and will end when terminated by either party. Either Affiliate or Page.ly may terminate this Agreement at any time, with or without cause, by giving the other party written or electronic notice of termination. Affiliate is only eligible to earn Referral Fees during the effective term. Following termination of this Agreement, all licenses granted to Affiliate under this Agreement will end and Affiliate will immediately cease all use of all Links, Page.ly Content and Software. Any Terms and provisions of this Agreement that should reasonably survive shall do so.

General

Publicity. Affiliate agrees that Page.ly may use its name and logo in press releases, presentations, marketing materials, customer lists, financial reports, and listings of Affiliates. Affiliate may use the Page.ly name and logo only as expressly authorized by Page.ly.

Information. Each party will own, and have sole control of, all information collected by it from the end users of its Web Sites.

Independent Contractors. The Parties are independent contractors with respect to each other hereunder, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, an agency relationship or a joint venture between the Parties.

Third Parties. Page.ly may use the services of third parties to perform any or all of its obligations hereunder.

Governing Law; Attorney's Fees. This Agreement will be governed by the laws of the State of Arizona, without reference to conflict of laws principles. Affiliate hereby irrevocably consents to the exclusive jurisdiction and venue of state or federal courts in Maricopa County, Arizona, USA in all disputes arising out of or relating to this Agreement. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

Assignment. Affiliate may [not] assign this Agreement, or assign, transfer or sublicense any of its rights hereunder.

Interpreting the Agreement. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Except as expressly stated herein, this Agreement constitutes the entire agreement between Affiliate and Page.ly with respect to the Program and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Affiliate and Page.ly with respect to the Program. The section titles in the Agreement are solely used for the convenience of the Parties and have no legal or contractual significance.

Acceptance Required. Affiliate's participation in the Program is subject to Page.ly's acceptance of Affiliate's registration application and to Affiliate's continued compliance with the terms and conditions of this Agreement.


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