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 (“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.
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.
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 or account credit only. Payments shall be made by Ethical Host to Affiliates upon request 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 by request 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.
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.
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 bid on any PPC search terms that include the words (but not limited to) EthicalHost, Ethical Host, Ethical Hosting, Ethical Web Hosting, ethicalhost.ca, ethicalhost.com, green hosting toronto.
- 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.