SOHOHost Dual Affiliate Program Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the SOHOHost Dual Affiliate Program, and the establishment of links from your website to a customized Affiliate version of our SOHOHost Web Hosting Services website. As used in this Agreement, “we” or “us” means SOHO Central, Inc., “you” or “your” or “our” means the applicant.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SOHO CENTRAL, INC.. BY CLICKING ON THE “ENROLL” BUTTON AT THE END OF THE SOHOHOST DUAL AFFILIATE PROGRAM APPLICATION YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

1. Enrollment in the Program. To begin the enrollment process, you will submit a complete Affiliate Program Application via our web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively “Content Restrictions”).
2. Utilizing Our Links on Your Site. As an affiliate site (“Affiliate Site”), we will make available to you banner advertisements, button links to our site and/or a text links to the Customized SOHOHost Web Hosting Services Affiliate Website, containing SOHOHost Web Hosting Services logo and words identifying SOHOHost Web Hosting Services (each of these links sometimes being referred to herein as “Links”, or individually as a Link”), which subject to the terms and conditions hereof, you may display on your site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links or Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your site to the Customized SOHOHost Web Hosting Services Affiliate Website, will in no way alter the look, feel or functionality of this site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
3. Application Processing. We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to the Customized SOHOHost Web Hosting Services Affiliate Website. However, all Links must be approved by us. We will process applications placed by prospective clients who follow the Links from your site to the Customized SOHOHost Web Hosting Services Affiliate Website. We reserve the right to reject applications that do not comply with certain requirements, that we periodically may establish. We will be solely responsible for all aspects of application processing, fulfillment, and related customer service. We will track the volume and amount of referrals generated by your site and will make un-audited reports, summarizing this activity. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and the Customized SOHOHost Web Hosting Services Affiliate Website are properly formatted.
4. Commissions. We will pay you a commission equal to the amounts shown on the SOHOHost Dual Affiliate Program Page for each prospective client who places an order for web hosting services utilizing the Links between the Customized SOHOHost Web Hosting Services Affiliate Website and your site. We will also pay you a commission on the clients obtained through an Affiliate which you have referred to us. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate, pursuant to the provisions of Section 13 of this Affiliate Program Agreement. A commission will only be paid on collected funds received during the month. No commission will be paid if the visitor to our site cannot be tracked by our system.
5. Commission Payment. We will pay you commissions on a monthly basis. Approximately 15 days following the end of each month, we will send you a check for the commissions earned on collected funds that were processed the previous month. If a credit card or check is dishonored on fees paid by a customer, any commission paid on these fees are subject to charge back.
6. Policies and Pricing. Clients or customers who order web hosting services through the Affiliate Program will be deemed to be clients of SOHO Central, Inc..
7. Non-Exclusive Limited License and Use of SOHOHost Web Hosting Services Logos and Trademarks. We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively “Licensed Materials”), solely for the purpose of obtaining referrals for web hosting services on your site for SOHO Central, Inc. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You shall not make any specific use of any Licensed Materials for purposes other than obtaining referrals for SOHOHost Web Hosting Services, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays SOHO Central, Inc., SOHOHost Web Hosting Services or its providers, in an negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Section 13 of this Affiliate Program Agreement. You shall obtain no rights in and to the Licensed Materials. You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent. This also includes the sending of e-mail messages advertising or marketing our web hosting services. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the “Affiliate Trademarks”), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
9. Advertising & Promotion Policies. You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent. This also includes the sending of e-mail messages advertising or marketing our web hosting services. You may not send e-mail advertising our web hosting services to any person who does not wish to receive it. If a recipient asks to stop receiving email, the customer must not send that person any further e-mail. You are explicitly prohibited from sending unsolicited bulk mail messages ("junk mail" or "spam") advertising our web hosting services. This includes, but is not limited to, bulk-mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it. Affiliates are also explicitly prohibited from promoting our web hosting services using other third party individuals or companies which send unsolicited bulk mail messages ("junk mail" or "spam"). This includes, but is not limited to, bulk-mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it. SOHO Central, Inc. maintains a list of approved third party companies which provide opt-in mailing services. Use of SOHOHost Web Hosting Services with these approved third party companies is allowed as long as no other provisions of our Acceptable Use Policy are violated. This list of approved third party companies is subject to change without notice. Please contact our office for current information.
10. Responsibility for Your Site. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party’s copyrighted or other proprietary material. We will not be responsible if you use another party’s copyrighted or other proprietary material in violation of the law. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site.
11. Term of the Agreements. The term of this Agreement will begin upon our acceptance of your Dual Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any commissions 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 approved referrals occurring during the term of the Agreement.
12. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
13. Relationship of Parties. You and SOHO Central, Inc. 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 site or otherwise, that reasonably would contradict anything in this Section.
14. Limitation of Liability. We will not be liable for indirect, special, 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.
15. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program. In addition, we make no representation that the operation of our site or any of our Customized SOHOHost Affiliate Websites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
16. 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; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
17. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to SOHO Central, Inc., client and vendor lists relating to SOHO Central, Inc., and pricing and sales information for SOHO Central, Inc., and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information.
18. Indemnification. You hereby agree to indemnify, defend and hold harmless SOHO Central, Inc., its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
19. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
20. Miscellaneous. Affiliate shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of SOHO Central, Inc.. Subject to the foregoing restriction, this Agreement is binding upon, to the benefit of, and enforceable by the parties and their respective successors and assigns. The laws of the State of California in the United State of America shall govern this Agreement. Venue for any disputes that may result from this Agreement shall be in the courts of the San Diego, California, in the United States of America. Affiliate hereby submits to the jurisdiction of the State of California and venue in the County of San Diego and waives any and all rights to protest or change jurisdiction and venue with regard to any and all disputes. 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 provision or any other provision of this Agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SOHO CENTRAL, INC. BY CLICKING ON THE “ENROLL” BUTTON AT THE END OF THE SOHOHOST DUAL AFFILIATE PROGRAM APPLICATION YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.

Click Here To Go Back To The SOHOHost Dual Affiliate Program Application

Send mail to webmaster@sohocentralusa.com with questions or comments about this web site.
Copyright © 1999 SOHO Central, Inc., http://www.sohocentralusa.com Version 1.0
Last modified: August 05, 2007