After your acceptance of the terms and conditions set out in this Affiliate Agreement, we agree to appoint you as an authorized, limited, marketing representative for us. This Affiliate Agreement does not give you an exclusive territory. Other affiliates, resellers and agents can and will compete against you for the same or similar customers. Your customers are free to become our direct customers. We will not directly and specifically target your customers. You agree that general advertising, if directed to more than one entity, is not specifically or directly targeting your customers. Any link or other method to sign up potential new users must require affirmative action on the part of the user. New sign ups may not be automatically generated. The Term of this Affiliate Agreement is month-to-month, and may be Terminated by either party upon five days written notice. You must be an active Customer, in good standing, for this Affiliate Agreement to be effective.
You may choose the products and services you choose to promote (Resold Services). We will pay you the amount set out in our Customer Portal for each customer who contracts with us, passes our fraud screen, and pays for at least two months (Referred Customer) of Resold Services (Affiliate Fee). You understand that the Affiliate Fee can, and will, change frequently. The Affiliate Fee is calculated based on the amount set out in our Customer Portal on the Effective Date of the Referred Customers agreement with us. The Affiliate Fee is based on the Referred Customer’s initial purchase. Any subsequent purchases do not qualify for an Affiliate Fee.
The Affiliate Fee will be paid to you in the form of a hosting credit, applied against monthly bills. If your Affiliate Fee exceeds your monthly bill, the Affiliate Fee will be carried forward and applied to subsequent monthly bills. We will pay the Affiliate Fee to you after we have received the second full month’s payment, or, in the case of prepaid accounts, two months after the Referred Customer’s initial purchase. We will only pay the Referral Fee to you if the Referred Customer provides us with your unique referral code, has not been a customer of ours within the previous 12 months, and actually pays for the Resold Services. Our sole and exclusive obligation to you is to pay you the Referral Fee, if due. If you terminate your agreement with us and there are Affiliate Fees due you, those Affiliate Fees will be forfeited. You understand and agree that under no circumstances will the Affiliate Fee be paid to you in cash.
During the Term of this Affiliate Agreement, we will, at our discretion, provide you with marketing materials that you may use to promote the Resold Services (Marketing Materials). We grant to you a non-exclusive, revocable, non-transferable, non-sub licensable right and license to use the Marketing Materials for the sole purpose of advertising, promotions and/or marketing the Resold Services. You agree to use the Marketing Materials only in accordance with our guidelines and in the exact form that we provide to you. While we will use reasonable efforts to create Marketing Materials with effective tracking codes, we are not responsible for any Affiliate Fees should those tracking codes fail to operate correctly, or should a particular user modify their browser settings in such a way that the tracking codes are not transmitted to us. You agree not to use any of the Marketing Materials, or make any representations, warranties or other statements concerning us or the Resold Products, or any of our other products, services or our company, except as set out in this Affiliate Agreement. We retain all right, title and interest in and to the Marketing Materials. You agree to make no filing or claim that contravenes our sole ownership interest in the Marketing Materials.
You may not make any claims, warranties, promises or other representations about the services we provide (Affiliate Warranty). Should your customer make a claim against us based on an Affiliate Warranty, you agree to indemnify us pursuant to the indemnification provisions of the Managed Services Agreement.
We are each independent contractors, and neither of us shall have any right, power or authority to act or create any obligation, express or implied on behalf of the other party.
This Affiliate Agreement may be changed by us at any time following notice to you. The following paragraphs of our Managed Services Agreement are incorporated into this Affiliate Agreement by this reference: 4(a), (b), and (c) (regarding Termination); 5 (Warranties); 6 (Disclaimers); 7 (Limitation of Liability); 8(b) (your indemnity of us); 10(a), (b), (c), (d), (e), (f) and (h) (General Provisions).
Stephan Pringle
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