This agreement is entered into by ElySpace and each of its Affiliate(s). “You”, “Your” refers to each and every affiliate or sub-affiliate of the ElySpace affiliate program. Participation in the program constitutes full and complete acceptance of the TOS set forth herein.
A. Affiliate URL
Upon your acceptance, ElySpace will provide you with an affiliate URL to specifically identify you, which will allow you to create a link to the ElySpace 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.
ElySpace agrees to track the customers referred to ElySpace via the link provided to you for that purpose. ElySpace utilizes cookies to maintain tracking information for up to 90 days. ElySpace 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.
A. 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 ElySpace affiliate program does not violate any law, ordinance, regulation or standard.
B. Operation of Affiliate Link
You agree to take full responsibility for ensuring the proper and continuing operation of your affiliate URL. You agree that you will notify ElySpace if your affiliate URL ceases to function or ceases to function properly.
You agree that you will not make any representations, promises, warranties or other statements about ElySpace or the ElySpace web site, products or policies other than as may be expressly approved in writing by ElySpace or as otherwise provided to you by ElySpace for that purpose.
D. Affiliate Code of Conduct
Affiliate shall abide by the highest standards of ethics and professionalism. Without limiting the generality of the foregoing, Affiliate and/or your Promotional Content shall not, in connection with the Affiliate Program:
Violations may result in the invalidation of referral commissions and/or immediate termination of the affiliate account. ElySpace will be the sole arbitrator as to what constitutes a violation.
You may use the affiliate URL provided by ElySpace via the available ElySpace Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of ElySpace or otherwise not appropriate or acceptable in ElySpace’s sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of ElySpace or any other party. You may not violate the ElySpace Master Service Agreement.
You agree that ElySpace may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the ElySpace web site on a periodic basis. All changes, amendments, and modifications of the TOS shall be effective as of the date posted on the ElySpace website and You agree that You shall be bound by all such changes, amendments and modifications of the TOS effective upon posting.
G. Customers of ElySpace
ElySpace will have the sole right and responsibility to service all customers secured through your affiliate URL. All dealings with customers for web hosting and related services shall be directly and solely between customer and ElySpace 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 affiliate. All customers of ElySpace, regardless of origin or referral, are the sole property and responsibility of ElySpace.
H. Federal Trade Commission Regulations
The Federal Trade Commission (FTC) requires that connections between advertiser and endorsers be conspicuously disclosed. Blogs, websites, ratings and review sites, and similar must declare the compensation arrangement with the advertiser. As such, you must declare the financial relationship between you and ElySpace in a prominent location on your websites in order to be in compliance with the FTC. ElySpace retains the right to withhold payout amounts of money and/or cancel your affiliate account should it be determined that you are not in compliance with applicable FTC regulations. ElySpace will be the sole arbitrator as to what constitutes non-compliance.
A. Commission Rate
Commissions are paid on a one-time basis for each new customer that signed up via your affiliate URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. Commissions vary in amount. Exact commission rates based on the number of referrals within a given calendar month and order maturation are available within your client area – https://my.elyspace.com/affiliates or at https://ElySpace.com/affiliate/.
NO COMMISSIONS WILL BE CREDITED FOR THE FOLLOWING ADDITIONAL SERVICES:
Commissions are paid on new accounts only (current or previous customers of the company are not eligible) and not on any subsequent renewal or subsequent signups of a referred customer. You will not receive any commission for referring yourself to ElySpace. A commission is not finalized until it becomes a Qualified Commission, even after the payment of a commission has been made.
B. 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 45 days from its inception. ElySpace shall make all decisions as to whether any commission is a “qualified commission.” If at any time after a commission has been awarded and/or paid and the related customer’s account is terminated or canceled, for any reason, this commission will be revoked and subtracted from any standing or future commissions account balance you may have.
C. Payment Date
Payments will only be paid once your commission’s account balance reaches the minimum payment threshold ( $100 ). ElySpace shall make no payment to you until this minimum balance is achieved. Commissions are not paid until a payout request is submitted by you via the ElySpace affiliate control panel. If You fail to properly submit a payout request within one (1) year of the date upon which your Qualified Commission accrued and became payable, You will forfeit such Qualified Commission and You hereby agree to release ElySpace from all liability for payment of any such forfeited commissions.
Commissions can be paid through a PayPal payout or a service credit on your ElySpace web hosting account.
For payments to be made through PayPal, you must provide us with your affiliate username and your PayPal ID. This information should be provided to ElySpace through Clientarea – https://my.ElySpace.com by opening a ticket with our Affiliates department.
A. 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.
ElySpace grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the ElySpace logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and ElySpace 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.
C. Cease use upon Demand
You agree to immediately cease the use of any mark upon request made by ElySpace to the email address provided by you and maintained on file for you by ElySpace. You agree to immediately cease the use of any link created by you to ElySpace upon request by ElySpace to the email address provided by you and maintained on file for you by ElySpace.
A. 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.B. 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 the notice of termination, shall not thereafter become a qualified commission.
B. 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 ElySpace termination of this agreement in its entirety.
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 ElySpace will become a termination under 6.B. as of the date of the initial suspension.
Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect.
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 person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ElySpace 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.
C. Violation of Law
You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.
D. 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 ElySpace that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the ElySpace Terms of Service which are incorporated herein as though set forth at length herein.
E. Unsolicited Email
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ElySpace that you will not use or otherwise permit the use of unsolicited commercial email (aka SPAM/UBE/UCE) in relation to the ElySpace Affiliate Program.
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ElySpace that you will not transmit any information which is or might be considered to be defamatory or libelous.
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ElySpace that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
H. Unfair Competition
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ElySpace that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the ElySpace Terms of Service.
I. Damage to ElySpace
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ElySpace that you will not take any action that would in any way damage ElySpace or otherwise compromise its servers or equipment including utilizing or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.
J. No Automatic Links
You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.
K. Coupon and Reviews Websites
ElySpace must approve all coupon or reviews websites prior to any ElySpace affiliate information being advertised.
L. Warranty Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY ElySpace PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT ElySpace 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, ElySpace DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL ElySpace BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
M. Limitation of Liability
IN NO INSTANCE SHALL ElySpace 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 ElySpace 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.M. or (iv) either party’s liability for death or personal injury or their own acts of fraud.
You agree to indemnify, defend and hold harmless ElySpace 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 copywritten materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
O. Independent Contractors
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
P. Choice of Venue
The internal laws of the State of Delaware (irrespective of its choice of law principles) will govern the validity of this agreement, the construction of its terms, and the interpretation of the rights and duties of the participating parties, provided that the internal laws of the State of Delaware shall govern the validity of this agreement with respect to the Delaware Regulations. Any party may seek to enforce its rights under this agreement in any court of competent jurisdiction located within the judicial district, Middletown, Delaware in which the company has its principal place of business.
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.
This agreement constitutes the entire understanding between 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 ElySpace on the ElySpace web site.
S. Use Constitutes Full Acceptance and Signature
Your agreement to the terms set forth herein is manifested by any participation in the ElySpace 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 ElySpace without notice to any other party other than changing the agreement itself made available by ElySpace to the affiliates on the ElySpace web site.
Questions regarding this document should be presented to the ElySpace Affiliate department by creating a ticket from your ElySpace Client-Area – https://my.elyspace.com prior to accepting its terms.