This Affiliate Program Terms of Service agreement (“Agreement”) is an agreement between Adaptive Web Hosting (“Adaptive”, “us”, “we”, “our”) and you (“Affiliate”, “Member”, “you”, “your”, “they”).
By clicking on the “signup” button at the end of the Adaptive Affiliate Program sign up form, you are affirmatively stating that you have read and understand the terms and conditions set forth herein and are indicating your acceptance of this Adaptive Affiliate Program Agreement and you agree to be bound by the terms hereof. You cannot become a member of the Adaptive Affiliate Program unless you have accepted each and every term hereof. Use of the Adaptive Affiliate Program constitutes acceptance of this Agreement.
Adaptive reserves the right to terminate this Agreement for any reason or no reason. Adaptive reserves the right to refuse acceptance to the Affiliate Program to anyone.
Affiliate Program Enrollment
To join the Adaptive Affiliate Program you must submit a completed Affiliate Program Application through our website. Although your Affiliate account will be instantly set up, we will evaluate your account in good faith to ensure that you comply with all our rules and agreements. We may reject any account if we determine that the site is unsuitable for our Affiliate 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 copyright infringement, or contain pornography (collectively, “Content Restrictions”).
As part of joining the Affiliate Program, you are required to provide us with accurate and up-to-date contact information, including valid PayPal information. We will communicate with you by e-mail about the Affiliate Program from time to time. You agree to provide us with an e-mail address that is active and monitored daily. Adaptive has no responsibility or liability for interruptions of any sort, based on communications that are misdirected because of your failure to provide us with valid contact information.
For US Residents, it is your responsibility to provide Adaptive with the tax and payment information should you earn $600 or more in commissions. If Adaptive does not receive the necessary tax or payment information when requested then any Commission Fees requested will not be paid. In compliance with tax laws, Adaptive will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable amount warranting the Form 1099. You will be required to provide us with proper address, tax forms or information. You are responsible for the payment of all taxes related to the commissions you earn under this Agreement.
Adaptive may modify the content, terms and conditions, and commission rates of this Affiliate Program from time to time. Any change to this Affiliate Program will be effective immediately when posted to Adaptive website. This Agreement will be posted at: https://adaptivewebhosting.com/affiliate-term. We will notify Affiliates of any modifications either through e-mail and/or posting news in the Affiliate Manager. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Adaptive Affiliate Program, following our posting of a modification on our site, will constitute binding acceptance of the change.
Affiliate Sales Process
Affiliate can place hypertext links using banners or text using unique trackable links to refer users. Any sales generated by the trackable links will be credited to the Affiliate account. As a second method, the Affiliate can refer prospects through word of mouth and the user can enter in the Affiliate’s unique Affiliate ID into the Adaptive order form. As a third method, Affiliates can enter in their Affiliate ID when signing up additional sites through their web hosting control panel, if the Affiliate is also an Adaptive hosting customer.
In general, Affiliate can use Search Engine advertising or other Per-per-Click (PPC) advertising, such as Google AdWords, to drive Affiliate Sales. Our branding and logo or website address cannot be used in your advertising.
Failure by you to abide by this will be deemed as a material breach of this Agreement by you and will immediately terminate this Agreement and any unclaimed commissions will be forfeited and be voided.
E-Mail, Forum, Blog and Social Media Marketing
You shall not engage in SPAM of any kind, including but not limited to e-mail, forums, blogs and social media. Failure by you to abide by this will be deemed as a material breach of this Agreement by you and will immediately terminate this Agreement and any unclaimed commissions will be forfeited and be voided.
Affiliates understand that there will be an audit of all sales and not all sales may qualify as a referred sale. An Affiliate sale must submit a complete Adaptive order form and enter the Affiliate’s unique ID through the Adaptive website order form or through an Adaptive web hosting control panel, or the Affiliate sale must submit a complete order form after clicking a trackable Affiliate link. Affiliates understand that the Affiliate link will only track users who use a cookie-enabled web browser.
Furthermore, to count as a qualified Affiliate Sale, it must
Affiliate will receive a credit for each qualified referred site as follows:
Affiliate sales commissions will be available for payout only after the total aggregate eligible amount exceeds a threshold as defined in Exhibit A. Payments will be made to Affiliate through PayPal payment and web hosting credits. Payments will only be in US funds. Adaptive is not responsible for any third-party fees charged by PayPal or any other institution used to receive Affiliate commissions. The Affiliate must request commission payment through the Affiliate Manager. Affiliate will bear all taxes, duties, levies, and other similar charges and any related interest and penalties, however designated or imposed on them because of participation in the Agreement, including income, sales, or use taxes on profits which may be levied against Affiliate.
Disputes: Affiliate has access to Adaptive Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 30 days after the sale or event that is disputed occurred. Disputes filed after 30 days of the date on which the Affiliate Sales occurred will not be accepted by Adaptive and Affiliate forfeits forever any rights to a potential claim.
Affiliate Payment Processing Schedule
Affiliate payments are processed on the 5th of every month after passing an audit by Adaptive staff. If the 5th of the month falls on a weekend or holiday, the payments are processed on the next non-holiday business day.
In our audit, should we find an unusually high occurrence of chargebacks or fraudulent sales among your Affiliate sales, Adaptive reserves the right to hold commission payments for a time period deemed necessary for further investigation. Should the conclusion of the investigation show an attempt to cheat, game or defraud, the Agreement will be terminated, and all commissions will be forfeited and voided.
Performance Based Program
Affiliates understand that the Adaptive Affiliate Program is performance based and rewards Affiliates that refer sales for quantity and frequency. As such, should any qualified Affiliate commission be unclaimed for 3 years, the credit will expire and be voided. If Affiliate does not log into the Affiliate Manager for over a year, then we will consider the Affiliate has terminated their participation in the Affiliate Program and any commissions will be forfeited and be voided.
Adaptive provides all Affiliates with a web-based Affiliate Manager Control Panel located at https://cp.adaptivewebhosting.com/index.php?rp=/loginwhich includes Affiliate sales reports, Affiliate sales credit and payment status, payment request tool, marketing materials, trackable Affiliate link generator, traffic and marketing statistics, contact/PayPal/password editor, and more.
Obligations Regarding Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that are included on your site. You are responsible for ensuring that the materials posted on your site are accurate and do not violate or infringe upon any laws, or the rights of any third party, and are not libelous or otherwise illegal. Adaptive disclaims all liability and responsibility for such matters.
Affiliate acknowledges Adaptive’s rights to monitor Affiliate’s website from time to time or at any time to determine if Affiliate is in compliance with our terms.
FTC Endorsement Compliance
It is the intent of Adaptive to treat our affiliates fairly and to comply fully with all Federal Trade Commission regulations related to advertising. As such, we require our affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Adaptive) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser.
For more information and suggestions about how to comply with these guidelines, please visit “The FTC’s Revised Endorsement Guides: What People are Asking,” located at http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking, and “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” located at https://www.ftc.gov/sites/default/files/documents/one-stops/advertisement-endorsements/091005revisedendorsementguides.pdf.
Note that if you provide endorsements of some type as part of your affiliate activity, you should obtain legal advice on how the FTC guides apply to you. The FTC guides are not legal advice.
Adaptive reserves the right to withhold commission fees and cancel the affiliate relationship with you should we determine, at our discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides we deem relevant.
License to Use Adaptive Logos and Trademarks
Adaptive grants Affiliate with a non-exclusive, non-transferable, revocable right to access Adaptive website through the trackable links in accordance with the terms of this Agreement and solely in connection with this Agreement. Adaptive trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Adaptive. Affiliate may use the marketing materials provided in the Affiliate Manager for their website.
Adaptive and Affiliate are independent contractors. Nothing contained in the Agreement places Adaptive and Affiliate in the relationship of principal, agent, partner, sales representative or joint venture. Neither party may represent itself as having any authority to make contracts or enter into any agreements in the name of the other party.
Termination for Violation
We reserve the right to immediately terminate this Agreement for a violation of any of our policies, including those incorporated by reference. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we decide to exercise these rights, and any unclaimed commissions will be forfeited and be voided.
You agree to indemnify and hold harmless Adaptive and our affiliates, and their officers, directors, agents, attorneys, and employees (“Adaptive Person”) from and against any and all claims, demands, obligations, liabilities, damages, losses, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) brought by a third party under any theory of legal liability arising out of or related to the indemnifying party’s actual or alleged infringement or misappropriation of a third party’s copyright, trade secret, patent, trademark, or other proprietary right.
Limitation of Liability
Affiliate agrees that no Adaptive Person, under any circumstances, shall be held responsible or liable for situations where the Affiliate system are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Adaptive at the time) which may exist in the Affiliate Program or Adaptive’s equipment used to provide the Program.
Under no circumstances, including negligence, shall any Adaptive Person be liable for any indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data or use by Affiliate, any of its users, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if Adaptive has been advised of the possibility of such damages.
No Adaptive Person shall be liable to Affiliate, any of its users, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Affiliate Program, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Adaptive’s records, programs, equipment, or services.
IN NO EVENT WILL ADAPTIVE’S LIABILITY IN CONNECTION WITH THE AFFILIATE PROGRAM, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED ZERO DOLLARS.
Affiliate understands, acknowledges, and agrees that if Adaptive takes any remedy action under this Agreement because of an action of Affiliate or its website users, Affiliate agrees that Adaptive shall have no liability to Affiliate due to such remedy action by Adaptive. Adaptive reserves the right to withhold affiliate commissions for any period of time and null/void the commissions for any reason.
The terms of this section shall survive any termination of this Agreement.
Adaptive makes no express or implied warranties or representations with respect to the Affiliate Program or any Adaptive services or other items sold through the 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). In 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, including the tracking of information related to Affiliate sales during an interruption.
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; that the execution, delivery and performance by you of this Agreement are within your legal capacity and power and does not conflict with any regulation or law to which you are subject or any other binding agreements; require the approval or consent of no other persons.
Should any law enforcement agency, court or internet service provider provide us with notice that you have engaged in transmission of unsolicited bulk e-mail 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.
This Agreement may be assigned by Adaptive. It may not be assigned by you. This Agreement shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
Governing Law and Jurisdiction
This Agreement shall be governed in all respects by Massachusetts law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Massachusetts. The terms of this section shall survive any termination of this Agreement.