This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, PropellerHeadHosting.com jointly with it's parent company K-Factor Technologies, Inc. ("PropellerHeadHosting") and you, regarding your application to and participation in, the PropellerHeadHosting Affiliate Program (the "Affiliate Program") as an affiliate
of PropellerHeadHosting (an "Affiliate), and the establishment of links from your website to our website(s), https://PropellerHeadHosting.com and/or https://iHostPortal.com.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE PROPELLERHEADHOSTING TERMS AND CONDITIONS https://PropellerHeadHosting.com/terms.html AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
"Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays PropellerHeadHosting's products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from PropellerHeadHosting for sales directly resulting from such display.
"Affiliate Site" - The Affiliate's website which displays PropellerHeadHosting's Products and Services and/or promotions.
"PropellerHeadHosting's Products and Services" - Web hosting and related products and services that are available for purchase from PropellerHeadHosting.
"Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to PropellerHeadHosting subject to the Commission Threshold and pursuant to the terms of this Agreement.
"Commission Threshold" - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from PropellerHeadHosting.
"Qualified Purchase" - A sale of PropellerHeadHosting Products and Services by PropellerHeadHosting, with a term of six (6) months or longer, to a Referred Customer that is not excluded under the "Commission Determination; Qualified Purchases" section.
"Referred Customer" - Each new and unique customer referred from Affiliate through a Link (as defined in the "Promotion of Our Affiliate Relationship" section) that provides valid account and billing information.
"Registration Form" - Any and all order forms or other signup or acceptance form submitted by a customer to purchase
PropellerHeadHosting's Products and Services.
a. Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or e-mail to PropellerHeadHosting's website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. PropellerHeadHosting may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote PropellerHeadHosting that are not approved in advance by PropellerHeadHosting. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to PropellerHeadHosting that is going to be displayed on the Affiliate Site must be pre approved by PropellerHeadHosting in writing.
b. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE PropellerHeadHosting TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE PROPELLERHEADHOSTING IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT PROPELLERHEADHOSTING'S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE PROPELLERHEADHOSTING IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF PROPELLERHEADHOSTING IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF PROPELLERHEADHOSTING IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF PROPELLERHEADHOSTING'S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY PROPELLERHEADHOSTING'S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH PROPELLERHEADHOSTING SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF PROPELLERHEADHOSTING’S INTELLECTUAL PROPERTY RIGHTS.
c. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on PropellerHeadHosting Products and Services, or other content concerning PropellerHeadHosting without PropellerHeadHosting's prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the PropellerHeadHosting website will in no way alter the look, feel, or functionality of the PropellerHeadHosting website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program and/or the withholding of Commission Fees.
Enrollment in the Affiliate Program
a. To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The Signup Form can be found at https://www.PropellerHeadHosting.com/cgi/partner/signup.
b. We will evalulate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates our Acceptable Use Policy https://propellerheadhosting.com/terms.html#acceptable-use-policy.
c. If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. PropellerHeadHosting, in its sole discretion, reserves the right to notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.
FTC Endorsement Compliance
a. It is the intent of PropellerHeadHosting to treat all of our customers fairly. Accordingly, we require all PropellerHeadHosting Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitations, the Federal Trade Commission (FTC) Endorsement Guides http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, which require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of PropellerHeadHosting's Products and Services must prominently disclose the fact that you receive compensation for Referred Customers. You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation.
b. PropellerHeadHosting reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with FTC regulations or guides that we deem relevant.
In addition to the obligations set forth in Section D (FTC Endorsement Compliance), Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the "GDPR"). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist PropellerHeadHosting in complying with any data subject rights request under the GDPR that PropellerHeadHosting may receive from any individuals referred to PropellerHeadHosting by Affiliate. Affiliate further agrees to promptly assist PropellerHeadHosting in complying with any duties to cooperate with
supervisory authorities under the GDPR.
PropellerHeadHosting will process orders placed by Referred Customers who follow the Links from an Affiliate Site to PropellerHeadHosting. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including PropellerHeadHosting's services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Site and will make this information available to you through our website. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.
Commission Determination; Qualified Purchases
A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
A purchase that PropellerHeadHosting suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
PropellerHeadHosting reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by PropellerHeadHosting in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
PropellerHeadHosting reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. PropellerHeadHosting reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
PropellerHeadHosting reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a "Qualified Purchase." Affiliate is responsible for monitoring the payment, denial and, withholding of Commission Fees. PropellerHeadHosting is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day of the payment would have been due to contact PropellerHeadHosting to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in PropellerHeadHosting's sole discretion.
Commissions for any Referred Customer who is associated with any PropellerHeadHosting reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
In the event that the Referred Customers that are referred to PropellerHeadHosting by an Affilite are determined to have an excessive cancellation rate, as determined by PropellerHeadHosting in its sole discretion. PropellerHeadHosting reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.
Any attempt by an Affiliate to manipulate, falsify or inflate the Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud PropellerHeadHosting or any violoation of the terms of this Agreement constitutes immediate grounds for PropellerHeadHosting to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
Accrual of Commissions
Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to the "Commission Payments" section below and (ii) reach the Commission Threshold of $100 based on the commission rates stated on the PropellerHeadHosting website, solely as applied to Qualified Purchases which occurred since any previous commission disbursement to you and (iii) you request a withdrawal of commission funds in the client portal. All Qualified Purchases still eligible to result in commissions under this section ("Accrual of Commissions") must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a commission. Once a commission has accrued under this section ("Accrual of Commissions"), the amount of such commission (the "Commission Fee") shall be due and payable to your under the terms of the "Commission Payments" section. PropellerHeadHosting reserves the right to change the Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the terms of this Agreement.
Subject to terms of this Agreement and the accrual of commissions as set forth in the "Accrual of Commissions" section above, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Affiliate area of the portal https://ihostportal.com/ihost/affiliates.php for each Qualified Purchase that accrues during the period in which such commission fee is being calculated.
Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address by updating your profile information in the Affiliate console. You are responsible for informing PropellerHeadHosting of your desired payment form/type. You can update or change your desired payment method at any time by updating your Affilaite profile located in the Affiliate console. Any changes to your desired payment method may take up to two payout cycles to take effect.
PayPal Payments: Please refer to PayPal's policy to ensure you are eligible to receive payment if you reside outside of the United States https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside. (PayPal payments will only be reissued within one hundred and twenty (120) days of the original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept a payment.)
Mailed Check: PropellerHeadHosting offers a Mailed Check option to those who earn over $500.00 per each withdrawal requst.
Disputes: Affiliate has access to PropellerHeadHosting's real-time Affiliate Program statistics and agrees to file any disputes within ninety (90) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after ninety (90) days of the date on which the disputed sale or event occurred will not be accepted by PropellerHeadHosting and Affiliate forfeits forever any rights to a potential claim.
It is solely your responsibility to provide PropellerHeadHosting with accurate tax and payment information that is necessary to issue a Commission Fee to you. If PropellerHeadHosting does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
Reports of Qualified Purchases
You may log into your client/affiliate console to review your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the client/affiliate console.
We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Affiliate Program effective immediately.
We will provide all of the information necessary for you to make Links from your Affiliate Site to our site. PropellerHeadHosting will be solely responsible for order processing (including processing, cancellations, and refunds) for orders for PropellerHeadHosting Products and Services placed by a Referred Customer following a Link from your Affiliate Site, for tracking the volume and amount of Qualified Purchase statistics. PropellerHeadHosting will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds, and related PropellerHeadHosting service.
Policies and Pricing
Referred Customers who buy PropellerHeadHosting Products and Services through our affiliate network are deemed to be PropellerHeadHosting Customers. PropellerHeadHosting's Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, PropellerHeadHosting determines the prices to be charged for PropellerHeadHosting Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of PropellerHeadHosting Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that you have listed on your Affiliate Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our webstie, but we cannot guarantee the availability or price of any particular PropellerHeadHosting Product or Service.
We may notify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fee, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modifications on our website will constitute binding acceptance of the change.
We make no express or implied warranties or representations with request to the Affiliate Program or any PropellerHeadHosting Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representative that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
Relationship of Parties
You and PropellerHeadHosting 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 Affiliate Site or otherwise, that contradicts anything in this section.
Representation and Warranties
You herby represent and warrant to us as follows:
Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgement, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the affiliate Trademarks and have the power to grant to PropellerHeadHosting the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietar right of any third person or entity.
Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, 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 DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless PropellerHeadHosting and its parent company, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (III) any claim related to your Affiliate Site, including, without limitations, its development, operation,
maintenance and content therein not attributable to us.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, PropellerHeadHosting and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule,
regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and
and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, and the rules
You understand that we may at any time (directly or indirectly) solicit PropellerHeadHosting relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with you Affiliate Site. You have independently evaluated the desirability of participating in the PropellerHeadHosting Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
Governing Law. The laws of the state of Utah will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Utah County, Utah and your irrevocably consent to the jurisdiction of such courts.
Waiver. 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 a provision or any other provision of this Agreement.
This file was last modified: March 15, 2019.