Affiliate Agreement

Affiliate Terms and Conditions

This is an Agreement between you, either individually or as a representative of your company or institution (“Affiliate”), and Web Hosting Pros, LLC (“Company”). You must accept the terms of this Agreement prior to your participation in the Company’s Affiliate Program (“Program”).

NOTWITHSTANDING, CLICKING ON ANY AFFILIATE SIGNUP BUTTON ON THE COMPANY’S WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE. This Agreement becomes effective as of the date of your request to participate in the Program and continues until terminated in writing; however, Company reserves the right to deny participation in the Program for any reason and in its sole discretion.

Company may modify this Agreement, any Addendum, policy or guideline incorporated by reference from time to time, with or without notice, and to determine whether and when any such changes apply to both existing or future Affiliates, at its sole discretion. Any such modifications will be effective as of the date revised Agreements, policies or guidelines are posted on the Company website. Your continued participation in the Program after such modification shall be deemed to be your acceptance of any such modifications. It is your responsibility to review the “Affiliate Agreement” page on the Company website on a regular basis to determine whether this Agreement has been modified. If you do not agree to any modification of this Agreement, you must notify company immediately as stated herein and cease all participation in the Program within 24 hours of such notification.

1. Company’s Responsibilities

1. Coded URL. Upon your acceptance, Company will provide you with a unique Affiliate ID and coded URL to be used to identify you and create a hyperlink to the Company website (“Link”). You may post Links in any location and as many times as you wish, subject to the usage guidelines (“Acceptable Use”).
2. Tracking. Company agrees to track customers who are referred to Company’s website via the Links you display, as outlined in Section 1 (a) above. Company will pay Affiliate commissions for such referrals, provided they are in full compliance with this Agreement, based upon the commission schedule outlined in Section 3 (b) herein.

2. Affiliate’s Responsibilities

1. Minimum Age. You warrant, represent, and covenant to Company that (i) you are at least eighteen (18) years of age or are a duly organized and validly existing entity, and (ii) you possess the legal right and ability to enter into this Agreement.
2. Operative Link and Linking. Affiliate agrees to be solely responsible for ensuring the proper and continued operation of coded URL, and to notify Company if the coded URL ceases to function properly. Affiliate may use the coded URL in any other form, with or without the inclusion of banners provided by Company, provided that Affiliate’s use of the URL is not in any way disparaging of Company and/or its products or services, inappropriate or unacceptable, in Company’s sole opinion and judgment. Affiliate may not violate any copyright, trademark or other intellectual property right of Company or any other party. Furthermore, Affiliate may not violate the Company’s Web Hosting Terms of Service.
3. Representations. Affiliate agrees to not make any representations, promises, warranties or other statements about Company’s website, products or services unless expressly approved by Company in writing or as otherwise provided to Affiliate for that specific purpose.
4. Customers. Company will have the sole right and responsibility to service all customers secured through Affiliate’s coded URL; this includes all contact with customers for web hosting and/or related products and services. It is further agreed that Company has the sole and exclusive right to determine all pricing and product offerings and may make any changes thereto without notice to Affiliate. All customers of Company, regardless of origin or referral, are the sole property and responsibility of Company.

3. Commissions

1. Definitions. “Commissions” are payments made by Company to Affiliate as compensation for referring Customers to Company. “Customers” are individuals or entities who are referred to Company by Affiliate, tracked via unique Affiliate ID and through the use of a tracking cookie, and purchase products or services from Company.
2. Commission Rates. All Commissions are paid for each new account as set forth in the schedule outlined herein. Commissions are paid on a one-time or recurring basis (as a percentage of gross sale or as a fixed amount per product or service). All Commissions are paid “as earned”, which means (i) Company has received full payment for sold products or services, (ii) the money-back guarantee period for the corresponding product or service has elapsed (“Guarantee Period”) by thirty (30) days, (iii) the Customer account has been in good standing on a continuous basis, and (iv) after the Affiliate account balance has reached the minimum level outlined in Section 3 (c) herein. Free accounts (via promotional offer and/or trial) are not eligible for any Commission at any time, and it is Company’s sole responsibility to make all Commission decisions. Although rare, if at any time after a Commission has been awarded and/or paid and the related Customer’s account is terminated or cancelled resulting in a refund or chargeback, the corresponding Commission will be revoked and subtracted from any pending or future Commissions owed to Affiliate.
   

   Product/Service	Commission*
   Web Hosting
   Value Plan	$30.00
   Unlimited	$60.00
   Unlimited Pro	$80.00
   E-Com Value	$40.00
   E-Com Plus	$50.00
   E-Com Pro	$80.00
   VPS Hosting
   All plans, first billing cycle	25%
   SSL Certificates
   Symantec SSL Certificates	10%
   GeoTrust SSL Certificates	10%
   Comodo SSL Certificates	10%
   Other Security Products
   Symantec Safe Site	$10.00
   GeoTrust Anti-Malware	10%
   SiteLock Website Security	15%

3. Payment of Commissions. Affiliates are eligible to receive Commission payments from their account balance after it reaches a minimum level of fifty dollars ($50.00); no payment of Commissions shall be made prior to this minimum account balance for any reason. Each time Commissions are paid, the account balance must once again reach a minimum level of fifty dollars ($50.00) before any payment of subsequent Commissions. Only when the foregoing requirements have been met will a “request withdrawal” button appear on the Affiliate’s affiliate page in the My Account area of Company’s website; this is the sole method of requesting a Commission payment (“Payment Request”). Company will initiate payment within five (5) business days after receiving a Payment Request from Affiliate. All Commission payments will made in U.S. dollars. Payments may be made by (i) applying the amount(s) to Affiliate’s own product or service fees owed to Company, or (ii) via PayPal; if Affiliate wishes to receive cash payment via PayPal, Affiliate agrees to provide Company with the proper PayPal ID to facilitate such payment.
4. Independent Contractors and Tax Regulation. Each party shall act as an Independent Contractor and shall have no authority to obligate or bind the other in any respect. Affiliate is solely responsible for any tax consequences resulting from participation in the Program. The Internal Revenue Service (IRS) and U.S. Department of the Treasury requires that every individual or corporation who is receiving affiliate Commissions must submit a completed and signed W8 or W9 form. Prior to any Commission payments, we must have a completed and signed form in our possession and made available to the IRS. You may download a blank W8 document at http://www.irs.gov/pub/irs-pdf/fw8ben.pdf, or a blank W9 document at http://www.irs.gov/pub/irs-pdf/fw9.pdf. Once completed, Affiliate agrees to fax, mail or email (a scanned copy) to us as soon as possible to avoid any delays in Commission payments.

4. Intellectual Property and Licenses

1. License Granted to Affiliate. Company hereby grants to Affiliate a non-exclusive, revocable, worldwide, royalty-free license to use, reproduce and transmit, for the purposes of rendering and participating in the Program, Company’s logos, trademarks and service marks, solely on Affiliate’s Site, for the sole purpose of facilitating a link between Affiliate’s site and Company’s website. “Site” is defined as Affiliates website, blog or email messages capable of producing an active Link to Company’s website. Affiliate may use any hyperlinks and/or banner images located in the affiliate section of Affiliate’s My Account area, prepared specifically for that purpose, subject to the terms and conditions stated herein. Affiliate may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This license is neither assignable nor transferable.
2. Cease Use Upon Demand. Affiliate agrees to immediately cease any and all use of any mark upon request made by Company to the email address provided by Affiliate. Affiliate agrees to cease any and all use of any Link upon Company’s request to the email address provided by Affiliate.

5. Termination of Agreement

1. Termination Rights. Either party may terminate this Agreement at any time upon notice in writing to the other party. Other than termination pursuant to Section 5 (b) herein, any earned Commissions included in the Affiliate’s account balance as of the date of such termination will be paid within three (3) business days. Any unearned Commissions as of the date of termination shall become earned Commissions.
2. Breach of Contract. The breach of this Agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension, or at the sole discretion of Company, termination of this Agreement in its entirety.
3. Suspension. Suspension is defined as the withholding of all Commission payments, earned or otherwise, until such breach is cured. If Suspension is not cured within a reasonable time, determined at Company’s sole discretion, will be terminated pursuant to Section 5 (b) above as of the date of the initial Suspension.
4. Revocation of Licenses Granted to Affiliate. Upon termination of this Agreement all rights and licenses granted by this Agreement are immediately revoked. However, Section 6 herein shall survive such termination and remain in full force and effect.

6. General Provisions

1. Authority. Each party represents to the other that it has full binding authority to enter into this Agreement and in the case of any entity other than an individual, that the parson assenting to the terms of this Agreement has the full binding authority of the entity purportedly bound.
2. Non-Infringement. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company, that Affiliate will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
3. Violation of Law. Affiliate warrants to uphold the laws of Affiliate’s respective jurisdiction and agrees to not violate any applicable law, ordinance, regulation or standard. Affiliate understands and accepts responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this Program and the terms and conditions set forth herein.
4. Terms of Service. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company, that Affiliate agrees to be bound by all terms and conditions of this Agreement and any applicable terms and conditions set forth in the Company’s Web Hosting Terms of Service which are incorporated herein as though set forth at length herein.
5. Anti-Spam Policy. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company that Affiliate will not use or otherwise permit the use of unsolicited commercial email (“Spam”) in relation to the this Program.
6. Defamation and Libel. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company that Affiliate will not transmit any information which is or might be considered to be defamatory or libelous.
7. Decency. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company that Affiliate will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
8. Unfair Competition and False Advertising. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company that Affiliate will not violate any laws regarding unfair competition, anti-discrimination or false advertising.
9. Damage During Performance. Affiliate agrees that in the course of any performance under this Agreement or otherwise with respect to any dealings between Affiliate and Company that Affiliate will not take any action that would in any way damage Company or otherwise compromise Company’s servers or equipment, including the utilization or transmission of any viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.
10. No Automatic Links. Affiliate agrees not to utilize any Link that is or can be initiated automatically without the end-user clicking on the Link.
11. No Commissions on Affiliate’s Own Purchases. Affiliate agrees not to utilize or otherwise make use of Affiliate’s own unique Affiliate ID or Links to make purchases of products or services from Company in an attempt to earn Commissions on such purchases. No purchases made by Affiliate from Company will earn Commissions.
12. Captions. The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter this Agreement or any of its provisions.
13. Singular and Plural. As used in this Agreement, the use of the singular or plural form of any noun, pronoun or verb will be deemed to include the other whenever the context so indicates or requires.
14. Assignments. Affiliate may not transfer or assign any rights, duties, or obligations under this Agreement without Company’s prior written consent. Company may assign its rights and obligations under this Agreement and may utilize agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.
15. Non-Waiver. Non-enforcement of any section of this Agreement by Company does not constitute consent or waiver of that term or section and Company reserves the right to enforce this Agreement at its sole discretion.
16. Disputes. Any disputes that arise between Company and Affiliate with respect to the performance of this Agreement shall be submitted to binding arbitration to the presiding arbitration judge in Los Angeles County, Los Angeles, California, USA, or through the Better Business Bureau's Business Arbitration program, at Company's sole discretion, and shall be determined and resolved under the rules and procedures in effect at the time of submission and the parties hereby agree to share equally all costs of said arbitration, excluding attorney’s fees.
17. No Express or Implied Warranty. ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY COMPANY UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. AFFILIATE ACKNOWLEDGES AND AGREES THAT COMPANY EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH COMPANY’S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY DOES NOT MAKE AND HEREBY DISCLAIMS, AND AFFILIATE HEREBY ASSUMES FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES, WAIVES ALL RELIANCE ON ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK INFRINGEMENT.
18. Limitations. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY WHATSOEVER FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PARTICIATION IN THE PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF COMPANY TO AFFILIATE FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO ANY EARNED COMMISSIONS APPLIED TO AFFILIATE’S ACCOUNT THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED AS LIQUIDATED DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE COMMISSIONS AGREED UPON IN THIS AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THESE LIMIATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. ACCORDINGLY, CUSTOMER HEREBY RELEASES COMPANY FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION. BECAUSE SOME STATES, COUNTRIES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, COUNTRIES OR JURISDICTIONS, COMPANY’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
19. Indemnification. Affiliate will defend, indemnify and hold harmless Company and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnified Party”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnified Party by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) Affiliate’s violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) Affiliate’s conduct, including but not limited to negligence, gross negligence, or willful misconduct; (iii) Affiliate’s participation in the Program, including any improper or illegal uses; (iv) any claim by a former employee of Affiliate whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance thereto by Company ; or (v) any claim relating to Affiliate’s services or products, or Affiliate’s installation and/or use of any Third Party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or nonproprietary right of a Third Party (including, without limitation, defamation, libel, or violation of privacy or publicity). Affiliate agrees to reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party in connection with investigating, defending or settling any loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party; at all times Indemnified Party may choose its own council.
20. Governing Law and Forum. THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN CALIFORNIA, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.
21. Severability. If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
22. Entire Agreement. This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only as stated herein.
23. Affiliate acknowledges agreement to the terms set forth herein is manifested by any participation in the Program, including the submission of the Affiliate Signup pages on Company’s website and the collection of any Commissions under this Agreement.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES.