Affiliate Program Agreement - Updated 3/31/2019
To be an authorized affiliate of SmartHost, you agree to abide by the terms and conditions contained in this agreement.
Please read this agreement carefully before registering and using the SmartHost service as an affiliate. By signing up for the SmartHost Affiliate program, you indicate your acceptance of this agreement and its terms and conditions.
This Agreement contains the complete terms and conditions that apply to your participation as a member of the SmartHost Affiliate program.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SMARTHOST. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.
1. Enrollment in this Program. To begin the enrollment process, you will submit a request thru the client interface on our website. Your account will be instantly active in our program. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions").
2. Utilizing Links on Your Site. As an affiliate website of SmartHost, you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the "Links"), however, you CANNOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain SmartHost's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by SmartHost. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
3. Commissions. The Commission Rate is subject to change. Current Rates:
- Virtual Private Servers (VPS) - 10%
- Cloud Hosting - 10%
- Backup/Storage Hosting - 10%
- Dedicated/Storage Servers - 5%
- Co-Location - 5%
- SSL Certificates - 5%
4. Commission Payment. Commissions due and owing to you under the Program may be paid to you directly by SmartHost one time per month, upon request by Affiliate. Affiliate should manually request a payout by contacting SmartHost via email at firstname.lastname@example.org, with subject line: Affiliate Commission Payout Request. The minimum withdrawal limit is $100. Payments standardly will be in the form of PayPal™, SmartHost account credit, or check, however in some cases alternate arrangements may be made for those affiliates that cannot accept Paypal™ payments or US-based checks to a United States address. PayPal™ payouts are made to the registered email address in our system ONLY...please configure your account with us or Paypal™ accordingly. Check payouts are mailed to the registered physical address in our system ONLY. There will be a 90-day hold from the time you generate a signup, and the time you are eligible to be paid on that signup. If during the 90-day hold the Referral takes advantage of a money back guarantee, or their payment bounces or is charged-back, your commission will be forfeited. No commission will be paid for signups by you or anyone within your organization. We have the right to subtract the payout commission if a customer requests a refund due to a money back guarantee offer, or if the Referral purchase is found to be fraudulent and/or disputed.
5. Responsibility for Your Site. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:
- Unsolicited mass e-mail solicitations, IRC postings or any other form of spamming, including but not limited to, newsgroups or forum spamming, or acts otherwise violating the anti-spamming policies of SmartHost or state law;
- Provide inaccurate or incomplete information to SmartHost concerning your identity, address or other required information;
- Attempts to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions of our sites or your sites;
6. Term of the Agreements. The term of this Agreement will begin upon our acceptance of your affiliate program signup and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, from your e-mail address on our records, resulting in the creation of support ticket with an associated ticket ID #, is considered sufficient notice to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
7. Modification. We may modify any of the terms and conditions and commission payout rates contained in this Agreement, at any time, and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a new agreement and revision date, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and affiliate program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
8. Relationship of Parties. You and SmartHost are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of SmartHost, and SmartHost expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.
9. Limitation of Liability. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the affiliate program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the affiliate program will not exceed the total commissions paid or payable to you under this Agreement.
10. Disclaimers. We make no express or implied warranties or representations with respect to the affiliate program or any SmartHost services or other items sold through the affiliate program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). I n addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
11. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide SmartHost with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
12. Confidentiality. We may disclose to you certain information as a result of your participation as part of the program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the affiliate program, website, business and financial information relating to SmartHost, customer and vendor lists relating to SmartHost and any members of the affiliate program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
13. Indemnification. You hereby agree to indemnify, defend and hold harmless SmartHost, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.
14. Miscellaneous. Terminated accounts cannot later apply to the program without our express written consent. This Agreement will be governed by the laws of State of Pennsylvania, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
15. Limitations. $100 minimum withdrawal limit. 90-day commission payout delay (due to high industry fraud). Resale discounted products are not eligible for commission. Software & Control Panel licensing is not eligible for commission. New orders from existing SmartHost clients are not eligible for commission. Existing or renewed service(s), not initially referred by affiliate, are not eligible for commission. Cancellation of existing service(s), in order to reorder with a referral, is not permitted. SmartHost reserves right to change terms/rates on new referrals at any time. Self-Referrals are not eligible for commission. For instance, if you join our affiliate program and use the link code to signup for service on another account, you will not receive your affiliate commission.
Participants caught violating or attempting to circumvent these rules will have all affiliate credit voided and will not receive payouts. They will also be banned from any further participation in this program and may have any other SmartHost related services suspended.
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