Web Hosting Referral/Affiliate Program
Ethical Web Services Inc. Affiliate Agreement
This Agreement sets forth the Standard Terms and Conditions that
apply to use of the Ethical Web Services Inc. (Hereafter referred to as
"Ethical Host") Affiliate Program. YOUR USE OF THE Ethical Host
AFFILIATE PROGRAM INDICATES YOUR AGREEMENT TO BE BOUND BY THIS
AGREEMENT.
The Ethical Host Affiliate Program enables users to add
certain links and promotional features to their web
sites for which they will be eligible for
compensation in accordance with, and subject to,
these Terms and Conditions. Ethical Host reserves the
right, in its sole discretion, to alter the Program
at any time for any reason or for no reason at all.
Ethical Host reserves the right, in its sole discretion,
to terminate the Program at any time for any reason
or for no reason at all.
REGISTRATION
To sign up to be an Affiliate and to use the Services as an Affiliate
Partner you must be at least 18 years of age. You warrant that the
information you provide to us upon registration is complete, valid and
honest. Your account may
not be transferred or sold to another party.
By registering for the Program and accepting these Terms and
Conditions, Affiliate represents and warrants that he or she can
lawfully bind him or herself to these Terms and Conditions and can
lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No
Affiliate may participate in the Program where doing
so would be prohibited by any law or regulation
having the force of law applicable to Affiliate.
By registering for the Program and accepting these
Terms and Conditions, Affiliate represents and
warrants that his/her web site(s) does not and will
not contain, display, promote or include obscene,
indecent, violent, discriminatory, illegal,
pornographic, or adult content, including, but not
limited to, text, graphics and images. By
registering for the Program and accepting these
Terms and Conditions, Affiliate represents and
warrants that his/her web site(s) contains and
displays content (including, but not limited to,
text, graphics and images) in addition to the links,
promotional materials, and branding made available
pursuant to the Program.
AFFILIATE PAYMENT
Ethical Host shall
compensate each Affiliate in accordance with
Ethical Host's then current commission schedule for each
verified sale by a visitor to Affiliate which
results in a new Ethical Host customer who remains in
good standing for a period of at least 90 days after
signup. The current commission rates are outlined on the
affiliate information web page and may change from time to time and/or
without notice. To qualify as a
verified sale, the visitor must use a link provided
by Ethical Host to Affiliate for purposes of this
Program. The determination of whether a sale is
verified is in the sole discretion of Ethical Host and
all such determinations by Ethical Host are final.
Payment will be made by PayPal only. Payments shall be made by
Ethical Host to Affiliates on a monthly basis on or about the 90th day
after the commission was earned as long as the Affiliate meets the
minimum payout amount of $50. Ethical Host reserves the
right to change payment methods at any time, for any reason.
Payments will be made 90 days after the date of referral to allow for
fraud checks and minimum term requirements.
Ethical Host may reverse any commission paid to you, and subtract
said commission from future payments to you, if Ethical Host receives a
chargeback on a transaction from a client you referred to Ethical Host.
Any Affiliate who violates
these Terms and Conditions will immediately forfeit
all rights to any and all accrued commissions.
AFFILIATES RESPONSIBILITIES
Ethical Host operates a zero tolerance spam policy. If you use
Ethical Host for spamming purposes, Ethical Host will terminate your
membership in the Affiliate program and all of your profits will be
forfeited immediately. Further, Ethical Host reserves the right to
recover from Affiliate the costs incurred by Ethical Host in cleaning up
the results of the \spam\.
Affiliate acknowledges and agrees that he or she shall be solely
responsible for Affiliate's web site(s) and all content, products, services, and/or
links displayed on or made available through or in
connection with such web site(s). Affiliate shall
not publish any content harming, disparaging, or
damaging Ethical Host's reputation in any manner.
You may not use misleading advertising in relationship to Ethical
Host; doing so may result in the termination of your membership in the
Affiliate program.
Participating sites must not contain software downloads that
potentially enable diversions of commissions from other affiliates in
our program..
Prohibited Conduct.
Affiliate
acknowledges, represents, and warrants as follows:
- Affiliate is prohibited from using
language in advertising campaigns such as
"Official Site", "Main Site", Official
Representative", or any other language that
might confuse viewer of such an
advertisement. Ethical Host reserves the right
in its sole discretion to determine what
language or action might confuse viewers.
- Affiliate will not alter the links,
promotional materials, and branding made
available pursuant to the Program and will
only use such links, promotional materials,
and branding in the exact shape, colors,
design, and configuration in which such
items are made available pursuant to the
Program.
- Affiliate will display all links,
promotional materials, and branding made
available pursuant to the Program alone,
with reasonable spacing between each side of
such item and other graphic or textual
elements.
- Affiliate will not use any links,
promotional materials, and branding of
Ethical Host other than those made available
through the Program.
- Affiliate will not claim or hold
itself out as claiming any sponsorship by,
endorsement by, or affiliation with Ethical
Host
or its related or subsidiary companies,
successors, and assigns.
- Affiliate will not use any computer
program, robot, or other device, which
causes Ethical Host to record a click-through or
sale where no such click-through or sale has
occurred.
- Affiliate will not violate or
encourage any third party or entity to
violate any law or regulation, including,
but not limited to, laws prohibiting the
sale of certain goods and services, laws
prohibiting the export of certain goods or
services, and laws prohibiting the
obscenity.
- Affiliate will not defame,
impersonate or invade the privacy of any
third party or entity or encourage any third
party or entity to do the same.
- Affiliate will not engage in any
conduct that infringes the rights of any
third party, including, but not limited to,
the intellectual property, business,
contractual, or fiduciary rights of others
or encourage any third party or entity to do
the same.
- Affiliate will not place links,
promotional materials or branding made
available through this Program on a web site(s) that violates or encourages others
to violate any applicable law or regulation,
or that includes offensive or hate content,
or that promotes discrimination based on
race, sex, religion, sexual orientation,
nationality, disability, or age.
- Affiliate will ensure that its web site(s) will not inhibit a user's ability to
return to the Ethical Host Network.
TERMINATION
Affiliate's participation in the Program is terminable at any time
and for any reason or for no reason at all by either party by providing
written notice of termination to the other party. Without limiting the
foregoing, Affiliate's participation in the Program shall be deemed
automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of these Terms and
Conditions or of any applicable law or regulation.
In addition, without limitation, Affiliate's
participation in the Program may be terminated where
Ethical Host, in its sole discretion determines: (1)
that any content, goods, services, or links
displayed on or made available through or in
connection with Affiliate's web site(s) are obscene,
indecent, vulgar, offensive, dangerous, slanderous,
reputation damaging or are otherwise deemed
inappropriate by Ethical Host, in its sole discretion;
or (2) that Affiliate or Affiliate's web site(s) is
or has become the subject of a government complaint
or investigation.
Upon
termination, Affiliate shall immediately cease and
desist from exercising any rights conferred by these
Terms and Conditions, including, without limitation,
from making any use of the links, promotional
materials, trademarks, and branding made available
through the Program. Upon termination, Affiliate may
not register for any subsequent participation in the
Program or rejoin the Program, without the prior,
written consent of Ethical Host, which may be withheld
or refused in the sole discretion of Ethical Host.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating
any agency, legal representative, partnership, or other form of joint
enterprise between the parties. Neither party shall have authority to
contract for or bind the other in any manner whatsoever.
DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
THE Ethical Host SERVICE PROVIDED IS PROVIDED ON AN \AS IS\, \AS
AVAILABLE\ BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Ethical Host
EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Ethical Host
SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL
ADVICE OR WRITTEN INFORMATION GIVEN BY Ethical Host, ITS EMPLOYEES,
LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH
INFORMATION OR ADVICE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Ethical Host, OR
ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE
THE Ethical Host SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY
INFORMATION OBTAINED ON THE Ethical Host SERVICE; OR THAT RESULT FROM
MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF
OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR
TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO
ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED
ACCESS TO Ethical Host RECORDS, PROGRAMS OR SERVICES. THE SUBSCRIBER
HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT
Ethical Host IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT
THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES
AVAILABLE FROM Ethical Host AND ITS AFFILIATES.
UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL
DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON
BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR
OTHERWISE.
COPYRIGHT AND TRADEMARKS
All contents of the Ethical Host Web Site are proprietary to Ethical
Host, and/or its suppliers and are protected under Copyright. All rights
are reserved. Ethical Host reserves any rights not expressly granted
herein.
BREACH
Without limiting other remedies, Ethical Host may immediately issue a
warning, temporarily suspend, indefinitely suspend or terminate your
membership and refuse to provide services to you: (a) if you breach this
Agreement; (b) if we are unable to verify or authenticate any
information you provide to us; or (c) if we believe that your actions
may cause legal liability for you, our users or us.
ASSIGNMENT
In the event of a merger or consolidation of Ethical Host, the
surviving or new corporation and any subsidiaries are similarly subject
to the rights and obligations of this Agreement.
SUITABILITY and REPRESENTATION
You agree to represent Ethical Host in a tasteful way and declare
that your web site is acceptable in presentation. If we review your site
and find it to be, in our opinion, unsuitable, you will be given the
opportunity to rectify the issues or you accept that Ethical Host has
the right to terminate your affiliation.
FORCE MAJEURE
If by reason of failures of telecommunications or internet service
providers, labor disputes, riots, inability to obtain labor or
materials, earthquake, fire or other action of the elements, accidents,
governmental restrictions or other causes beyond the control of Ethical
Host, Ethical Host is unable to perform in whole or in part its
obligations as set forth in this Agreement, then Ethical Host shall be
relieved of those obligations to the extent it is so unable to perform
and such inability to perform shall not make Ethical Host liable to the
User.
GOVERNING LAW
Ontario law shall govern this Agreement, and any dispute arising from
the relationship between the parties to this Agreement, excluding any
laws that direct the application of another jurisdiction\s laws. In any
litigation, arbitration, or other proceeding by which one party either
seeks to enforce its rights under this Agreement (whether in contract,
tort, or both) or seeks a declaration of any rights or obligations under
this Agreement, the prevailing party shall be awarded its reasonable
attorney fees, and cost and expenses incurred, subject to the Limitation
of Liabilities clause. The parties consent to the exclusive jurisdiction
and venue of the courts of the Province of Ontario and the City of
Toronto or to any Federal Court located within the City of Toronto.
ARBITRATION
Any legal controversy or legal claim arising out of or relating to
this Agreement or our services shall be settled by non-binding
arbitration before the ADR Institute of Ontario. Any such
controversy or claim shall be arbitrated on an individual basis, and
shall not be consolidated in any arbitration with any claim or
controversy of any other party. The arbitration shall be conducted in
Ontario, as the parties to this agreement agree to be governed by the
laws of Ontario. Either party may seek any interim or preliminary relief
from a court of competent jurisdiction in Ontario necessary to protect
the rights or property of party pending the completion of arbitration.
The prevailing party from arbitration shall be entitled to reasonable
attorney\s fees, which shall be set forth by the arbitrator(s). Judgment
upon the award rendered may be entered in any court in the province of
Ontario with jurisdiction. The parties shall bear equally all fees,
costs and expenses of the arbitration, and each party shall bear its own
legal expenses, attorneys fees, and costs of all experts and witnesses,
provided, however, the arbitration panel may apportion between the
parties, as said arbitrator may deem equitable, the cost incurred by
either party.
WAIVER
The failure of Ethical Host to enforce a provision of this Agreement
shall not be construed as a waiver of limitation of Ethical Host's right
to strictly enforce and compel strict compliance with every provision of
this Agreement.
SEVERABILITY
If any provisions of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to
be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision
shall be deemed to be written, construed, and enforced as so limited.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless Ethical Host against
any and all claims, losses, liability costs and expenses (including but
not limited to reasonable attorneys\ fees) arising from your violation
of this Agreement or any third-party\s rights, (including, without
limitation, infringement of any copyright trademark, service mark, trade
secrets, right of privacy or publicity or any other third party right).
The terms of this section shall survive the termination of your
relationship with Ethical Host.
SURVIVAL
The terms of this Agreement apply to those obligations that survive
any cancellation, termination, or rescission, namely ownership,
confidentiality/non-disclosure, warranty, indemnification, liability and
limits thereon, rights and obligations upon and following termination
and assignment.
MODIFICATIONS
Ethical Host reserves the right to modify this policy at any time and
without advance notice, effective upon making the modified provisions
available on the Ethical Host Web Site. You are responsible for
regularly reviewing the Web Site for any changes or modifications. Your
continued use of the Services after any such changes shall constitute
your consent to such changes. Ethical Host does not and will not assume
any obligation to notify you of any changes to the terms of the
Agreement. Furthermore, Ethical Host may add to, change, suspend or
discontinue any and all aspects of the Service at any time, with no
prior notice necessary and without owing anything further to the
Affiliate.
RELEASE
Affiliate hereby agrees to release Ethical Host and its
parents, subsidiaries, affiliates, officers,
directors, agents, shareholders, representatives,
and employees from any and all claims, demands,
debts, obligations, damages (actual or
consequential), costs, and expenses of any kind or
nature whatsoever, whether known or unknown,
suspected or unsuspected, disclosed or undisclosed,
that Affiliate may have against them arising out of
or in any way related to such disputes and/or to the
Program. Affiliate hereby agrees to waive all laws
that may limit the efficacy of such releases.
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