1.1 “HostLabs” is HostLabs d.b.a. Add2Net, Inc. a California corporation located at:
1908 N. Enterprise St.
Anaheim, CA 92865
1.2 “You”, “Your” refers to each and every affiliate or sub-affiliate of the HostLabs Affiliate Program. Participation in the program constitutes full and complete acceptance of the Terms and Conditions set forth herein.
2. HostLabs Responsibilities
2.1 Coded URL. Upon your acceptance, HostLabs will provide you with a URL coded to specifically identify you which will allow you to create a link to the HostLabs web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
2.2 Tracking. HostLabs agrees to track the customers referred to HostLabs via the link provided to you for that purpose. HostLabs will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement and based upon section 4.2 of this agreement.
2.3 Second Tier. HostLabs will also track any affiliate that initially comes to HostLabs via your coded URL and becomes an affiliate during that session. You will receive a second tier commission for each new sale made by each such second tier affiliate made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement. There is no third tier program or commission at this time, nor any tier beyond what is currently offered by HostLabs.
3. Affiliate Responsibilities
3.1 Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the HostLabs Affiliate Program does not violate any law, ordinance, regulation or standard.
3.2 Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify HostLabs if your coded URL ceases to function or ceases to function properly.
3.3 Representations. You agree that you will not make any representations, promises, warranties or other statements about HostLabs or the HostLabs web site, products or policies other than as may be expressly approved in writing by HostLabs or as otherwise provided to you by HostLabs for that purpose.
3.4 Link. You may use the coded URL provided by HostLabs via the available HostLabs Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of HostLabs or otherwise not appropriate or acceptable in HostLabs sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of HostLabs or any other party. You may not violate the HostLabs General Terms of Service.
3.5 Amendments.You agree that this agreement may be amended by HostLabs at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the HostLabs web site and Affiliate Frequently Asked Questions (FAQs) on a periodic basis.
3.6 Customers of HostLabs. HostLabs will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for web hosting and related services shall be directly and solely between customer and HostLabs. HostLabs shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to any affiliate.
4.1 Commission Rate. Commissions are paid on a one time basis for each new account purchased via your coded URL subject to the Terms and Conditions set forth herein. There will be no obligation to pay any other commission. The current commission rate for a first tier affiliate sale is Sixty-Five dollars. ($65.00) The current commission rate for second tier commission is Five dollars. ($5.00) Commissions are paid on new accounts only and not on any subsequent renewal, upgrade, or hosting addition.
4.2 Qualified Commission. A “qualified commission” is one for which the new account which is the subject of the commission has remained in good standing continuously for at least 30 days from its inception and which is one of the following types of accounts:
- Shared Server Hosting: any 12/24/36/48/60+ month Basic, Business, Windows, or Quicksite Hosting Account
- VPS Hosting: any 3/6/12/24+ month Windows or Linux VPS Hosting Account
- Dedicated Hosting: any 1/3/6/12/24+ month Windows or Linux Dedicated Hosting Account
- TremenDesk Hosted Help Desk: any 1/3/6/12+ month TremenDesk Hosted Help Desk account
HostLabs shall make all decisions as to whether any commission is a “qualified commission”. Free (i.e. Promo, Education, Training, Sponsored, Donated, etc) accounts will not receive commissions of any kind. Email, Domain, and Starter Hosting Plans are not eligible for any commission at any time. The use of coupon codes not authorized by HostLabs in direct response with affiliates negates any affiliate commission on any/all purchases or referrals.
4.3 Payment Date. HostLabs will pay to you all qualified commissions on or before the end of the month following the date upon which the commission becomes a qualified commission. Commissions are paid via US Check (in increments of $50 or more) or via PayPal (in increments of $50 or more) or Wire Transfer (in increments of $500 or more).
4.4 Timing of Calculation. HostLabs agrees to pay you the commission set forth in paragraph 4.1 herein in effect at the time such commission becomes a qualified commission. The commission amount or any other term of this agreement may be changed by HostLabs at any time without notice to you. It is your obligation to check this agreement document and the Affiliate FAQs regularly to keep advised of any such changes.
4.5 No Internal Sales. You understand and agree that you will not earn a commission on the purchase of your own hosting accounts.
4.6 Payment Form. Commissions will be paid either via HostLabs check sent to the address you provide at registration of your affiliate account or directly to your PayPal account or bank account provided to the Affiliate Department. Any changes to this preference may be made via email to [email protected]. HostLabs is not responsible for any loss or damage sustained as the result of any dealings with or otherwise arising out of disputes with PayPal or your personal bank.
5. Ownership and Licenses
5.1 Property Ownership. Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
5.2 License. HostLabs grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the HostLabs logos, trademarks and service marks (“Marks”) on your site and only your site for the sole purpose of facilitating a link between your site and HostLabs to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link library prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.
5.3 Limitation. Any license granted under this section 5 shall not include any right to use the Marks in any third party advertising without the express written consent of HostLabs with reference to this paragraph. Any use of the Marks contrary to the intent of this paragraph shall cause all sales generated under your affiliate account to become ineligible for commission. Without limitation and by way of example only third party advertising would include the purchase of Marks as keywords from any pay-per-click campaign service such as Google™.
5.4 Cease use upon demand. You agree to immediately cease the use of any mark upon request made by HostLabs to the email address provided by you and maintained on file for you by HostLabs. You agree to immediately cease the use of any link created by you to HostLabs upon request by HostLabs to the email address provided by you and maintained on file for you by HostLabs.
6.1 Effect upon Commission. Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.2 herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission which is not a qualified commission as of the date of notice of termination shall not thereafter become a qualified commission and your affiliate account (and any remaining earnings not qualified under these terms) will be deleted immediately.
6.2 Breach of this agreement. The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of HostLabs termination of this agreement in its entirety.
6.2.1 Suspension. Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by HostLabs will become a termination under 6.2 as of the date of the initial suspension.
6.3 Survival Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Paragraph 3.6, section 6 (Termination), Paragraphs 8.1 through 8.14 (inclusive) and 7.16 – 7.19 shall survive such termination and remain in full force and effect.
7.1 Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
7.2 Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
7.3 Violation of Law. That you will not violate any applicable law, ordinance, regulation or standard.
7.4 Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you agree to be bound by the HostLabs General Terms of Service which are incorporated herein as though set forth at length herein.
7.5 Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the HostLabs Affiliate Program.
7.6 Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not transmit any information which is or might be considered to be defamatory or libelous.
7.7 Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
7.8 Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not violate any laws regarding unfair competition (including but not limited to California Business and Professions Code section 17200), anti-discrimination or false advertising or the HostLabs General Terms of Service.
7.9 Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not take any action which might promote violence or contain hate speech.
7.10 Damage HostLabs. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and HostLabs that you will not take any action that would in any way damage HostLabs or otherwise compromise it’s servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.
7.11 No Automatic Links. You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.
7.12 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY HOSTLABS PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT HOSTLABS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, HOSTLABS DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL HOSTLABS BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
7.13 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL HOSTLABS BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT HOSTLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED 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 7.12 or (iv) either party’s liability for death or personal injury or their own acts of fraud.
7.14 Indemnification. You agree to indemnify, defend and hold harmless HostLabs and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
7.15 Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
7.16 Choice of Laws /Venue. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in the County of Los Angeles.
7.17 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
7.18 Integration. This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by HostLabs on the HostLabs web site.
7.19 Use constitutes Signature. Your agreement to the terms set forth herein is manifested by any participation in the HostLabs Affiliate Program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by HostLabs without notice to any other party other than changing the agreement itself made available by HostLabs to the affiliates on the HostLabs web site.