This affiliate agreement (the "Agreement") contains the complete terms and conditions between Site5 ("Site5" or "we" or "us") and you ("you" or "Affiliate"), governing your participation in the Site5 Affiliate Program (the "Program").
1. Enrollment in this Program
To begin the enrollment process, you will submit a completed Program Application through our website. We will evaluate your account to ensure that you qualify for the Program. We may reject your account if we determine in our sole discretion that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement, or if your site is or promotes a business-opportunity program or does not otherwise comply with our Acceptable Use Policy (collectively, "Content Restrictions").
2. Promotion of our Affiliate Relationship
As an affiliate website of Site5, you may use any form of promotion you choose consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site that are provided by us (the "Links"), however, you CANNOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk email program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain Site5’s trade names, service marks, and/or logos for display on your Affiliate website ("Affiliate Site"). Subject to the terms and conditions hereof, you are granted a limited, nonexclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by Site5. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
You shall not use Site5’s trademarks or other intellectual property ((collectively, the "Site5 IP"), without our prior written permission unless expressly permitted hereunder. Your use of Site5 IP in any manner, other than as expressly permitted hereunder shall constitute a breach of this Agreement and the unlawful infringement of our intellectual property rights, and may subject you to claims for damages (including without limitation, treble damages for knowing or willful infringement), and the obligation to pay our legal fees and costs in connection with any action or proceeding in which we seek to enforce our rights under this agreement or with regard to any of our intellectual property rights.
3. FTC Endorsement Compliance
It is the intent of Site5 to treat our customers fairly and to comply fully with all Federal Trade Commission ("FTC") regulations. As such, we require our affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Site5) must prominently disclose the fact that financial or in-kind compensation is provided from the advertiser.
For more information and suggestions about how to comply with these guidelines, please visit our page entitled "Affiliate Disclosure Requirements and Examples." (Please note: this page is only intended to provide guidance. It does not purport to provide legal advice, nor does it guarantee that you'll be in compliance with FTC regulations should you follow the suggestions presented there.) You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation.
Site5 reserves the right to withhold Commission Fees and terminate your participation in the Program should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other relevant FTC regulations or guides.
4. Commission Rates
Commissions will be calculated based on a rate of fifty dollars ($50) per Qualified Purchase (as defined below) (the "Commission Rate"), subject in each case to commission accruing pursuant to Section 4 below. Example: If you send us ten (10) sign-ups which each result in a Qualified Purchase in any calendar month, the Commission Rate would be $50 per Qualified Purchase and you would receive commissions of $50x10 = $500.
As used herein, "Qualified Purchase" means a purchase of Site5 products and services by a Referred Customer (defined below) that is new and unique, that provides valid account and billing information and that has been made in a manner that clearly establishes, in our sole discretion, that they were referred by Affiliate. A "Referred Customer" is defined as each new and unique customer referred from an Affiliate through a link provided by or approved by Site5.
A "Qualified Purchase" does NOT include the following:
- A purchase by a Referred Customer that has transferred from any Site5 partner or subsidiary.
- A purchase by a Referred Customer who is also associated with any Site5 reseller, referral, or other program.
- A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, credit, cancellation, suspension or chargeback.
- A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
- A purchase by a Referred Customer who received a popup with a discounted offer, while leaving our website during their purchase.
- A purchase by a Referred Customer that called us by phone and was assisted by a support agent to complete the purchase.
- A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an affiliate link.
- A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days.
- A purchase that Site5 suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
- A purchase referred by an Affiliate that has an excessive cancellation rate as determined in Site5’s sole discretion.
- A purchase by a Referred Customer engaging in "Domain Speculation," which is determined by the identification of two (2) web hosting accounts with the same Referred Customer's name, email address, or other identifying characteristic as determined by Site5 in its sole discretion, and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined by Site5 in its sole discretion.
- A purchase that we believe, in our sole discretion, is a result of the Affiliate artificially submitting Referred Customers, using marketing practices that we deem unethical or that are likely to attract fraudulent signups or signups with a very low likelihood of renewal.
Incentivized commissions, and offering any form of incentive to obtain a sale is forbidden, unless prior approval is given by Site5. To inquire on whether your incentive is acceptable, please e-mail: affiliate@Site5.com.
The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing thirty (30) days following such notice. If you are referring clients to Site5 from a free hosting service that you run, you are not eligible for commissions unless given express permission by Site5. You must contact our affiliate department for review and a special Commission Rate.
5. Minimum Commission Threshold; Accrual of Commissions
Commissions will accrue and become payable once you (i) provide all relevant tax and address documentation pursuant to Section 7 below and (ii) reach a commission level of $50 (the "Commission Threshold") based on the Commission Rates set forth in Section 4, solely as applied to Qualified Purchases which occurred within one hundred and eighty (180) days of the end of the calendar month in which the first of such Qualified Purchases occurred. Commission Rates must result in a commission of at least the Commission Threshold in order for a commission to be due and payable hereunder. For example, if you provide sign-ups which meet the Commission Threshold on January 1, 2014 and you provide all necessary tax documentation on August 10, 2014, then no commission would accrue because you provided your tax documentation more than one hundred and eighty (180) days after the end of January 2014. All Qualified Purchases still eligible to result in commissions under this Section 5 must remain active and in good standing according to this Agreement in order to remain eligible for accrual of a commission. Once a commission has accrued under this Section 5, the amount of such commission (the "Commission Fee") shall be due and payable to you under the terms of Section 6. Site5 reserves the right to change the Commission Threshold prospectively by amending this Agreement and will notify you of any such amendment pursuant to the terms of this Agreement.
6. Commission Payment
Commission Fees deemed due and owed to you under the Program will be paid to you directly by Site5 in accordance with a regular payout cycle established by Site5 from time to time. No Commission Fee will be paid for signups by you, your household, or anyone within your organization. Referrals who have signed up using free domain name services will be subject to manual inspection and may be deemed invalid by Site5. We reserve the right to cancel any of your affiliate coupons, even if you are currently using the coupon. All coupons created internally for Site5 promotion are ineligible for affiliate commission. PayPal payments will only be reissued within one hundred and twenty (120) days of the original issue date in the case of incorrect PayPal address or refusal from PayPal to accept payment.
7. 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 or for any 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 any laws, including but not limited to 18 U.S.C. Section 2257, or 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.
As previously mentioned in Section 3, Site5 expressly requires you to disclose that there is a "material connection" between you and Site5 any time you offer an endorsement or testimonial on our services, in accordance with the Federal Trade Commission guidance as outlined here. Such disclosure should be clear and prominent and in close proximity to the endorsement or testimonial.
Please note that you should obtain legal advice on how to fully comply with these responsibilities in your specific situation.
8. Termination by Site5
In addition to Site5’s previously stated termination rights, Site5 may immediately terminate your participation in the Program if we believe you have engaged in any of the following:
- Unsolicited mass e-mail solicitations, IRC postings or any other form of spamming, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming policies of Site5 or state law
- Providing inaccurate or incomplete information to Site5 concerning your identity, address or other required information
- Attempting to cheat, defraud or mislead us in any way
- Misrepresenting to the public the terms and conditions of our sites or your sites
- Engaging in popup advertisement network activities; or
- Using IFrames unless given express permission by Site5, sales made through hidden IFrames or Cookie Stuffing methods will be considered invalid
9. Paid Search Policy
You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:
You are prohibited from bidding on any Site5 trademarks, or any variations and misspellings thereof without Site5’s prior written approval. Examples of prohibited keywords are "Site5," "Site 5," "Site5.com," "www.Site5.com," "S5," "Site5 reviews," "Site5 host," "Site5 hosting," and "site5."
You are prohibited from bidding on keywords containing Site5 trademarks plus an additional term such as [Site5 coupons], [Site5 promotions], and [aSite5 promos] Further, Affiliates are NOT permitted to broad or phrase match any of these keywords.
You are prohibited from outranking Site5's internal paid search ad on any keywords.
You are prohibited from direct linking to Site5.com from any paid search ads. You are prohibited from using Site5.com as a display URL. All materials, including without limitation, ad copy, coupons, and promotions on your Affiliate Site must accurately represent active and valid promotions. For example, you may not display an ad on your Affiliate Site for a promotion that has expired. We continue to monitor all paid search landscapes. If you are determined to be in violation of this section your participation in the program may be terminated. For more information on match types, please visit Google's overview of match types.
10. Tax Forms and Address Changes
It is your responsibility to provide Site5 with the tax and payment information required to issue a Commission Fee to you. If Site5 does not receive the necessary tax or payment information within one hundred and twenty (120) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no resulting Commission Fees will be owed with respect to such Qualified Purchase. Each Affiliate is required to submit a W8/W9 tax form before Site5 will be obligated to pay any Commission Fees. You are responsible for the payment of all taxes related to the commissions you earn under this Agreement. In compliance with tax laws, Site5 will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable amount warranting the Form 1099. You will be required to provide us with proper address, tax forms (including W8/W9 or other tax forms) or information within two (2) days of any request issued by Site5 to issue a Form 1099. Any address changes must be made in the Affiliate profile in the Affiliate Console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be sent to the revised address.
11. Term of the Agreements
The term of this Agreement will begin upon our acceptance of your 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 e-mail 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 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 sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
You agree that the terms and conditions of this Agreement shall apply retroactively to all Qualified Purchases for which you have not yet received a Commission Fee. 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 of 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 Rate schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect forty-eight (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, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. 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 Site5 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. You are not an agent of Site5 and Site5 expressly disclaims responsibility for any conduct by you in violation of this Agreement.
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 during the six (6) month period preceding any claim.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Site5 services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site 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 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. Should any law enforcement agency or internet service provider provide Site5 with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
We may disclose to you certain information as a result of your participation in the 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 Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to Site5, customer and vendor lists relating to Site5 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 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.
You hereby agree to indemnify, defend and hold harmless Site5 and its officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (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 promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.
Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws ofthe State of Texas, without reference to rules governing choice of laws. Site5 reserves the right to institute a reserve fund holding commissions for a time period deemed necessary in situations where sales generated by an Affiliate consistently have a high chargeback/cancellation ratio. Site5 will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. In order to facilitate accurate record-keeping, multiple Site5 affiliate accounts spanning multiple affiliate networks are strictly prohibited. If you have an account with the Site5 in-house affiliate program and also open an Site5 affiliate account with another network, such as Commission Junction, both affiliate accounts will be terminated and all commissions will be forfeited. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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.
20. Binding Arbitration
By participating in the Program, you agree to binding arbitration for any disputes or claims that arise against Site5 or its subsidiaries in conjunction with the Program. An arbitration firm selected by Site5 will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in the Program. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. You and Site5 agree that YOU AND SITE5 MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding. Further, you agree that the arbitrator may not consolidate proceedings or more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. All decisions rendered are final. You also are responsible for any and all costs related to such arbitration. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Site5 will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If, however, the arbitrator finds that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of arbitration costs shall be governed by the AAA Rules. In such case, you agree to reimburse Site5 for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. If the arbitrator grants relief to you that is equal to or greater than the value of your demand, Site5 shall reimburse you for your reasonable attorneys' fees and expenses incurred for the arbitration.
Last Updated: November 2, 2016