This Affiliate Agreement, which governs the participation in the HostEase Affiliate Program (hereinafter referred to as "HostEase Affiliate Program", or "Program"), is made by and between HostEase (hereinafter referred to as "HostEase", "HostEase.com" or "we") and its Affiliates or sub-affiliates (hereinafter referred to as "Affiliate" or "You").
The Program, offered by HostEase who operates web sites accessible through www.hostease.com and affiliates.hostease.com, among other URLs (collectively referred to as the "HostEase Networks"), is offered to individuals or entities operating other web sites subject to this Affiliate Agreement. The term "Affiliate" shall refer to any individual or entity who joins the HostEase Affiliate Program and accepts these terms and conditions of this Affiliate Agreement and everybody else referring sales to HostEase in return for compensation.
1. HostEase Affiliate Program
HostEase Affiliate Program enables its affiliates to add certain links and promotional features to their web sites for which they will be eligible for compensation in compliance with, and subject to, these terms and conditions of this Affiliate Agreement. To participate in the HostEase Affiliate Program, first you shall submit a completed Affiliate Application through HostEase.com. We will evaluate your account to ensure you comply with all our rules and agreements. We reserve the right, in our sole discretion, to reject your account if we deem that your site is not suitable for the Program for any reason, including, but not limited to, if your site incorporates unlawful, libelous, obscene or other objectionable information. We reserve the right, in our sole discretion, to alter or terminate the Program at any time for any reason or for no reason at all.
2. HostEase's Obligations
2.1 HostEase is responsible for providing all information necessary to allow You to make appropriate links from Your site to HostEase’s site.
2.2 HostEase is responsible for order processing for orders and sales by a customer following a special link from Your site, for tracking the volume and amount of sales generated by Your site and for providing information to affiliate sites regarding sales statistics. HostEase will be solely responsible for all order processing, including but not limited to payment processing, shipping, cancellations, refunds and related customer services. Any information made by HostEase regarding the foregoing shall be binding absent manifest error.
2.3 HostEase will pay You a commission for every order from Your site that made in compliance with these Terms and Conditions.
3. Your Obligations
3.1 Legal age. You must be at the legal age in your state or country.
3.2 Responsibility for Your web sites. You will be solely responsible for the development, operation and maintenance of your site and for all materials appear on your site. You guarantee that all materials on your site do not violate any laws, nor infringe the rights of any third party. It is not HostEase’s responsibility to develop, operate or maintain Your site. HostEase will also disclaim all liability and responsibility for materials on Your site.
3.3 Prohibited Conduct
3.3.1 Any form of cheating, defrauding or misleading is prohibited, including, but not limited to, providing inaccurate or incomplete information to HostEase concerning your identity, address, or other required information, offering fake information to HostEase concerning the customer orders from your sites. Any false or misleading advertising or suspected fraudulent activity associated with Your affiliate account will result in its deactivation.
3.3.2 You are strictly prohibited from sending unsolicited e-mail, bulk emailing, Junk E-mail, and UCE (collectively, the “SPAM”). Violations of this term will result in immediate forfeiture of all commission payments and immediate termination of the Affiliate account.
3.3.3 You are prohibited from using language in promotion such as “Official Site”, “Main Site”, “Official Representative”, “Official Anything” or any other language that representing You as HostEase and might confuse customer of such promotion.
3.3.4 You agree that you will not make any representations, promises, warranties or other statements about HostEase or the HostEase web sites, products or policies other than as may be expressly approved in written consent by HostEase or as other wise provided to you by HostEase for that purpose.
3.4 Authority of Your web site. You agree that you are the representative of your web site and you have the authority to grant to HostEase a non-exclusive license to utilize Your names, titles and logos to market in any manner Our rights hereunder.
3.5 You agree that HostEase reserves the right, in its sole discretion, to alter any provision of this Affiliate Agreement at any time. Once we make modification to this Policy, we will notice you by means of an E-mail or a notice on our home page.
4.1 Qualified purchase. HostEase shall pay each of You in accordance with HostEase’s then current commission schedule for each qualified purchase by a visitor to your Affiliate website. A qualified purchase shall result in a new HostEase customer who remains in good standing for a period of at least 45 days after signup. Accounts purchased in Your name shall never be counted as qualified purchase and you will not earn a commission on such accounts. All purchase generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitious information are expressly forbidden and shall never be counted as qualified purchase. HostEase reserves the right, in its sole discretion, to determine whether a purchase is a “qualified purchase”.
You agree to be responsible for any fraud order or transaction from your website. In case of a fraud transaction or chargeback after the sale commission is paid put, the corresponding paid commission plus $50.00 chargeback fee will be deducted from your commission account or paid by you directly.
4.2 Commission rates. Commission will be paid based on the sales of hosting services generated from your website subject to these Terms and Conditions. Every sale of a shared hosting package which is longer than 1 year will result in a 50% permanent commission. Every sale of a dedicated hosting package will result in a one time commission of $20 US Dollars.
The commission rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-day following such notice.
4.3 Payment date/form. Payments will only be paid once your commissions account balance reaches a minimum level of at least One Hundred Dollars ($100) owed. HostEase shall make no payment to you until this minimum balance is achieved. Commissions will be paid out monthly in US dollars through PayPal within 45 days after the end of the month in which a qualified purchase was properly completed (i.e. commissions arising from purchase completed between August 1 and August 31 will be paid on or before October 15).
4.4 Taxes. You are required to submit a W8/W9 tax form before HostEase pays you a commission according to the tax laws though the Internal Revenue Service. It is your responsibility to pay all taxes related to the commissions you get under these Terms and Conditions in accordance with tax laws. .
4.5 Personal Information Changes. You are responsible for informing HostEase about changes to your name, postal address, E-mail address, contact information, tax identification number, or other personal information that will impact HostEase’s ability to issue a valid commission payment. Failure to provide the correct addresses may result in the forfeiture of any commission due to you. Commission fees that are returned for invalid or insufficient address information or for other reasons may be forfeited as well.
5. Ownership and Licenses
5.1 All rights, titles and interests (including, but not limited to, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights ) to all materials provided by HostEase.com is owned exclusively by HostEase.com. You are the owner of all right, title and interest (including all proprietary rights) of Your website content. Neither party is allowed to use any of the proprietary rights of the other party in any way without the express written permission of the other party unless otherwise mentioned in Section 5.2 and 5.3 of this Affiliate Agreement.
5.2 HostEase grants You a non-exclusive, non-transferable, revocable license to (i) access our site through the links solely in accordance with these Terms and Conditions and (ii) solely in connection with such links, to use the HostEase.com trademark and logo and similar identifying material relating to us (but only in the forms that they are provided by us), to accomplish the purpose and intent of this Affiliate Agreement. You may not alter, modify, or change such identifying material in any way. You are only entitled to use the licensed materials to the extent that you are a member in good standing of the HostEase Affiliate Program. We may revoke Your license at any time, by giving You a notice via E-mail. If not revoked, this license shall terminate upon expiration or termination of this Affiliate Agreement.
5.3 You grant us a non-exclusive license to utilize Your names, titles, and logos (collectively “Affiliate Trademarks”), as the same may be amended from time to time, to advertise, market, promote, and publicize in any manner our rights hereunder, provided however, that we shall not be required to so advertise, market, promote, or publicize your names, titles or logos. This license shall terminate upon the expiration or termination pf these Terms and Conditions.
6.1 Term of this Affiliate Agreement
The term of this Affiliate Agreement will begin upon our acceptance of Your Affiliate Application and will end when terminated by either party.
Either You or HostEase may terminate this Affiliate Agreement at any time, with or without reason, by giving the other party a notice of termination. If this agreement is terminated because you have violated any term of this Affiliate Agreement you are not eligible to receive any commission 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.
6.3 Notice of Termination
Either You or HostEase may terminate this Affiliate Agreement at any time, with or without reason, by giving the other party a notice of termination. A notice via e-mail is considered sufficient notice for HostEase to terminate this Agreement.
Notwithstanding the foregoing, you affiliate account will be terminated automatically without any notice if you participate in any prohibited conduct listed in Section 3.3 of this Agreement.
"Confidentiality information" means any and all information or material, which is proprietary to HostEase, whether or not owned or developed by HostEase, which is not generally known other than by HostEase, and which Affiliate may obtain through any direct or indirect contact with HostEase or HostEase’s customers, such as, but without limitation to business records and plans, financial statements, customer lists and records, any customer correspondence concerning HostEase, credit card information, technical information, pricing structure, source code and/or object code, copyrights and intellectual property, competitive information, and other proprietary information. You are responsible to treat such information as confidential and shall not disclose such information to any third party without HostEase's prior written authority, except those contractors or employees who are required to have the Confidential Information in order to perform their job in connection with the limited purpose of this Affiliate Agreement. You guarantee that you shall advise such employees of the confidential nature of this Agreement, and shall direct such employees to maintain such confidentiality. If it appears that You have disclosed or have threatened to disclose Confidential Information in violation of these Terms and Conditions, HostEase shall be entitled to an injunction to restrain You from disclosing the Confidential Information. HostEase shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. While HostEase shall not have any liability to You or to any other person resulting from your or such third person’s use of the Confidential Information.
You agree to defend, hold harmless, and indemnify HostEase.com against any and all claims, suits, actions, demands or proceedings and all related damages, losses, liabilities, cost and expenses (including, but not limited to, reasonable attorney’s fees) arising from or relating to: (i) any claim or threatened claim that our user 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; (iii) any claim related to your site; (iv) any damages caused to HostEase.com by your behaviour.
9. Warranty Disclaimer
HOSTEASE MAKES NO WARRANTY THAT YOU WILL ACHIEVE ANY RESULTS FROM THE PRODUCTS OR SERVICES IT PROVIDES. YOU ACKNOWLEDGE THAT THE RESULTS OR METERIALS ARE PROVIDED “AS IS, AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. HOSTEASE MAKES NO WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANYONE OF HOSTEASE OR ITS AFFILIATED COMPANY SHALL BE SEEN AS A WARRANTY. IN NO EVENT WILL HOSTEASE BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
10. Limitation of Liability
UNDER NO CIRCUMSTANCE SHALL HOSTEASE BE LIABLE TO YOU FOR INDERECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OF USE, ARISING OUT OF RELATED TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF HOSTEASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BEASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 8 or (iv) either party’s liability for death or personal injury or their own acts of fraud.
11. Force Majeure
HostEase shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control including, but not limited to earthquake, fire, flood, storm or other natural disaster, act of God, Internet failures, telecommunication equipment failures, other equipment failures, labor controversy, civil disturbance or commotion, disruption of the public markets, war or armed conflict. However, HostEase shall take reasonable steps to avoid or remove such causes of nonperformance, and shall continue performance to the extent such cause are removed.
The failure of HostEase to enforce a provision of these Terms shall not be construed as a waiver or limitation of HostEase’s right to subsequently enforce and compel strict compliance with every provision of these Terms and Conditions.
13. No Resell, Assignment or Sublicensing
You agree not to resell, assign, sublicense, otherwise transfer or delegate your rights or obligations under these Terms and Conditions without the prior express written authorization of HostEase.
14. Relationship between You and HostEase
You are an independent contractor who markets and promotes the Internet services offered by HostEase, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and HostEase. Neither party pursuant to this Affiliate Agreement has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions of this Agreement, You are contracting solely to provide advertising services for HostEase in accordance with these Terms and Conditions.
15. Governing Law
These Terms and Conditions shall be governed and construed by the laws of Delaware. You agree that the laws and judicial decisions of the State and Federal Court within the State of Delaware shall be used to determine any dispute relating to or arising out of these Terms and Conditions. You further agree to submit to jurisdiction and venue in the said court for the State of Delaware.
IN ANY EVENT YOU DO NOT AGREE TO ANY OF THE FOREGOING TERMS AND CONDITIONS, MUST, DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR (AS APPLICABLE) USE OF THE SERVICES, AND, IF YOU (AS APPLICABLE) ARE ALREADY A MEMBER, PLEASE CANCEL YOUR HOSTEASE.COM AFFILIATE ACCOUNT. BEGINNING NOW, ANY CONTINUATION BY YOU IN USING THE SERVICES CONSTITUTES FOR YOUR (AS APPLICABLE) AN EXPRESS AFFIRMATION AND COMMITMENT TO BE (OR TO CONTINUE TO BE, AS APPLICABLE) LEGALLY BOUND BY AND TO COMPLY WITH ALL OF THESE TERMS.