The following is the SoftCom Inc. (“SoftCom”, “mail2web.com”, “myhosting.com”, “We”, “Our”, “Us”) Affiliate Acceptable Use Policy (the “Affiliate AUP”). The Affiliate AUP defines the terms and conditions that you (“You”, “Your” or “Affiliate”) agree to when You sign-up for the Affiliate Referral Program (“Affiliate Program”) offered through Our website (the “Site”) for specific services (the “Services”) offered under brands mail2web.com and myhosting.com (the “Affiliate Brands”). Affiliate will earn a prescribed compensation only for eligible services sold to eligible referred Customers (the “Eligible Referred Customers”) and based on specific terms, as defined herein, as they may change from time-to-time. Please read these terms and conditions carefully before signing up for the Affiliate Program.
BY CONTINUING TO PARTICIPATE IN THIS AFFILIATE PROGRAM, YOU ARE CONSENTING TO BE BOUND BY THIS AFFILIATE AUP, AND ALL RELATED POLICIES AND GUIDELINES OF MYHOSTING.COM AND MAIL2WEB.COM, IF ANY, AS INDICATED HEREIN ARE INCORPORATED BY REFERENCE.
SoftCom reserves the exclusive right to revise, change or amend any portion of this Affiliate AUP, or any other policies or guidelines governing any of the Services, at any time, in its sole discretion and without advance notice to You. Your participation in the Affiliate Program will be subject to the most current version of the Affiliate AUP posted on the Site, as it may change from time-to-time. You may view the most current version of this policy at (http://www.softcom.biz/AffilatePolicy.htm). YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THE AFFILIATE AUP OR ANY OTHER POLICIES OR GUIDELINES, PLEASE IMMEDIATELY DISCONTINUE YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.
At the sole and exclusive discretion of SoftCom, if You are in violation of this Affiliate AUP or any other policy or guideline, We may permanently prevent You from participating in the Affiliate Program and from using any of our Services, and/or, if appropriate, You may be subject to civil action and/or criminal prosecution.
In this Affiliate AUP, capitalized terms shall have the meanings set out in this Section 1:
“Affiliate AUP” means this Affiliate Acceptable Use Policy and the terms and conditions contained herein in respect of the Affiliate Program, as the same may be amended or replaced from time-to-time in accordance with the provisions of this Affiliate AUP.“Affiliate Content” means any material appearing on the Affiliate’s web site or in any printed or electronic materials produced by the Affiliate to promote, sell or market the Services under the Affiliate Program.
“Affiliate Promotional Activities” means any and all means employed by the Affiliate to market, promote, sell or refer prospective Referred Customers to SoftCom.
“Applicable Taxes” means any taxes deemed by SoftCom and/or the appropriate tax authority that is assessed against You due to your participation in the Affiliate Program. Any Applicable Taxes will be withheld and remitted to the appropriate tax authority, if required. A copy of the remittance confirmation will be provided to You, upon request.
“Claims” means any claim, demand, liability, damage, loss, suit, action, or cause of action and all related costs and expenses, including legal fees, if any;
“Eligible Referred Customer” means a qualified customer that will be used to calculate the compensation payable to You, the Affiliate, based on the terms and conditions of this Affiliate AUP. An Eligible Referred Customer is one that has met all of the minimum requirements outlined in this Affiliate AUP.
“Party” shall refer to either You or SoftCom.
“Referred Customer” means any prospective customers that You refer to SoftCom under the Affiliate Program. A Referred Customer does not translate to an Eligible Referred Customer. A Referred Customer is the total number of customers referred to SoftCom, but not the total number that actual purchase any Services from SoftCom. You will be compensated only for Eligible Referred Customers, as per the terms and conditions herein.
“Services” means any of the services referenced herein in the Affiliate AUP that qualify under the Affiliate Program and at the prevailing terms and conditions enclosed. A list of all Services can be found in Schedule “A”, attached hereto.
The provisions contained herein are intended to be guidelines for You as it relates to the Affiliate Program. THESE PROVISIONS ARE NOT MEANT TO BE EXHAUSTIVE. In general, any conduct that violates any laws, regulations, or any of the generally accepted norms of the Internet community, whether or not expressly mentioned in this Affiliate AUP or any other guideline and/or policy, is prohibited. SoftCom reserves the sole and exclusive right, at any and all times, to prohibit any of Your activities, in connection with Your participation in the Affiliate Program, that in any way damage the commercial reputation and goodwill of SoftCom and/or its related brands – myhosting.com and mail2web.com.
Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders.
SoftCom agrees to provide You, the Affiliate, with a compensation schedule – as outlined in Schedule “A” attached hereto – that will compensation You for each Eligible Referred Customer based on the terms and conditions enclosed in this Affiliate AUP. An Eligible Referred Customer is defined as:
You agree that you will be compensated in the following manner:
You agree that that all revenue generated from any Referred Customers and Eligible Referred Customers to SoftCom, or any related brands, is the sole property of SoftCom and agree to not pursue, by any means, any revenue that may have or may be generated at any time directly or indirectly from any such Referred Customers and Eligible Referred Customers.
First Payment to new Affiliates could be delayed for almost four and a half (4 ½) months (from joining the Affiliate Program) as per the requirements outlined above.
Each Party acknowledges the ownership of the other Party’s trademarks and copyrights (the “Marks”) and agrees that all use of the other Party’s Marks shall be to the sole benefit of and on behalf of the other Party. Each Party acknowledges that its display of the other Party’s Marks does not mean that it represents or has any right, title, or interests in the other Party’s Marks. Each Party agrees not to manipulate or alter the other Party’s Marks. Each Party also agrees not to contest or impair the other Party’s Marks and not to register any similar Marks in any jurisdiction worldwide.
Each Party agrees to promptly inform the other Party of any unauthorized use of the other’s Marks, which it gains knowledge of.
You acknowledge that content, including but not limited to, the text, HTML source codes and graphics and other materials provided by SoftCom are protected by copyright and trademarks. SoftCom authorizes You to use only the trademarks and copyrights as provided by SoftCom. You shall not modify the trademarks or copyrights in anyway, nor shall You copy or alter the HTML code provided to promote, market or sell the Services.
You acknowledge that SoftCom may use its name, trademark and graphics to promote both the Affiliate Program and the Affiliate. Such use would be presented in a tasteful, lawful and consistent manner and shall be hyperlinked to the Affiliate’s Web Site.
The Affiliate is not an agent or representative of SoftCom, nor does it under any circumstances have the authority to make or accept any offers on behalf of SoftCom or any related brands.
SoftCom is not responsible for any undertaking or representation made by the Affiliate, including but not limited to any of the Affiliate Content and Affiliate Promotional Activities.
SoftCom will make all reasonable efforts to process all Referred Customers from the Affiliate’s Web Site. Each Referred Customer shall be subject to the applicable terms and conditions outlined in the Acceptable Use Policy (the “Customer AUP”) and the Privacy Policy (the “Customer Privacy Policy”) at the time any order(s) are processed by SoftCom. SoftCom reserves the sole and exclusive right to deny some or all Referred Customers from signing up for any of the Services as per the terms and conditions outlined in the Customer AUP, at anytime and without any advance notice to You.
It is the sole responsibility of the Affiliate to ensure all Referred Customers can access SoftCom’s Web Sites and its Services by deploying the correct graphics, banners, HTML codes and hyperlinks provided by SoftCom.
Affiliate agrees that access to SoftCom or any of the Services, as part of the Affiliate Program, will not require any conditions to be met by the Referred Customer prior to granting them access to SoftCom or any of the Services.
Any Referred Customer who accesses SoftCom’s Web Sites from the Affiliate’s Web Site will subject to the rules, terms and conditions outlined in the Customer AUP and Customer Privacy Policy.
SoftCom will make every effort to keep all of our Web Sites and Services available
online 24 hours, 7 days a week and 365 days a year. The Affiliate acknowledges
that technical difficulties may occur that may result in a temporary interruption
of service. Affiliate and Referred Customer shall
Sites that do
Sites that contains or endorses:
- any violations of the law;
- any violence;
- gambling, alcohol, or drugs:
- sexually explicit material; or
- discrimination based on gender, age, race, origin, religion, physical or mental disabilities, or sexual orientation; or
Sites that distribute or endorses the distribution of SPAM.
SoftCom and all related brands is fully committed to maintaining its Privacy Policy and strongly believes in protecting the privacy of Affiliates and all Customers. The Affiliate must comply not only with all applicable Privacy Policies (SoftCom - http://softcom.biz/Policy/privacypolicy.htm, mail2web.com - http://services.mail2web.com/About/Policy/PrivacyPolicy.asp and myhosting.com - http://myhosting.com/Policy/PrivacyPolicy.asp), but also take measures to ensure that all Affiliate’s employees, contractors and agents also comply with these policies.
The Affiliate agrees
Any breach of any of the aforementioned Privacy Policies by the Affiliate, its employees, contractors or agents shall be considered a breach of this Affiliate AUP. SoftCom shall have the right to terminate this Affiliate AUP without notice and may hold the Affiliate liable for any loss, claim, or damage suffered by SoftCom directly or indirectly as a consequence of such a breach.
The Affiliate agrees to not execute or promote anything that may endanger any of the aforementioned Privacy Policies, guidelines or Customer AUP’s and must promptly inform SoftCom should it gain knowledge of any breach or probable breach of any SoftCom policies and/or guidelines by any third party.
SoftCom reserves the sole and exclusive right to change or terminate this Agreement, at anytime without notice. Any changes shall be posted on mail2web.com’s Web Site (http://www.softcom.biz/AffiliatePolicy.htm) and shall take effect immediately. If terminated by SoftCom without cause, Affiliate will continue to receive a Monthly Affiliate Report and Affiliate Payment until the last Eligible Referred Customer is paid out or up to three (3) months from the date of termination, whichever comes first.
The Affiliate may, with one (1) week prior notice to SoftCom, terminate this Agreement without reason or cause. If the Affiliate terminates this Affiliate AUP without cause, SoftCom will continue to provide Affiliate with a Monthly Affiliate Report and Affiliate Payment until the last Eligible Referred Customer is paid out or up to three (3) months from the date of termination, whichever comes first.
All terms and conditions contained in this Affiliate AUP shall be applicable to both Parties until the termination of the Affiliate AUP.
The termination of this Affiliate AUP does not release either Party from obligations or liabilities, which may have been incurred by either Party prior to and including the date of the termination.
The rights and obligations of both Parties under clause 9 shall survive the termination of this Agreement.
Upon termination of this Affiliate AUP, the Affiliate shall promptly refrain from representing itself in any capacity relative to SoftCom, or this Affiliate Program. SoftCom will in turn promptly cease any representation that the Affiliate is in any way associated with the Affiliate Program.
ALL SERVICES PROVIDED BY SOFTCOM, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
SOFTCOM MAKES NO REPRESENTATIONS OR WARRANTIES THAT (I) THE SERVICE WILL MEET THE REFERRED CUSTOMER’S REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
SOFTCOM IS NOT RESPONSIBLE FOR ANY DAMAGES ARISING FROM ANY REFERRED CUSTOMER’S USE OF ANY SERVICE PROVIDED BY SOFTCOM OR THE REFERRED CUSTOMER’S INABILITY TO USE ANY SERVICE FOR ANY REASON. THIS EXPRESSLY INCLUDES ANY REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICES BY SOFTCOM, ITS PROVIDERS OR SUPPLIERS.
SOFTCOM DOES NOT CONTROL ANY 3RD PARTY LINKS OR MATERIAL AND DISCLAIMS ANY IMPLIED OR EXPRESSED WARRANTIES AND CONDITIONS.
THE AFFILIATE UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL SOFTCOM, THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS OR ADVISORS BE LIABLE TO THE AFFILIATE OR ANY REFERRED CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOFTCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (I) THE USE OF THE INABILITY TO USE THE SERVICES; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY THE AFFILIATE OR ANY REFERRED CUSTOMER OF THE SERVICES OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS; (III) ANY TAXES THE AFFILIATE AND/OR REFERRED CUSTOMER IS LIABILE FOR; OR (IV) ANY OTHER MATTERS RELATING TO THE SERVICES, THE SITE OR THE CONTENT.
THE LIMITATION OF LIABILITY IS COVERED BY THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BUT NOT LIMITED TO NEGLIGENCE. SOFTCOM WILL NOT BE LIABLE FOR ANY CONTENT OR CONDUCT OF ITS REFERRED CUSTOMERS. IF ANY AFFILIATE OR REFERRED CUSTOMER IS DISSATISFIED WITH THE SERVICE, OR THE CONTENTS ON THE SERVICE, OR WITH THE TERMS AND CONDITIONS, THEIR SOLE RESOLUTION IS TO DISCONTINUE USING THE SERVICE(S) AND TERMINATE THIS AFFILIATE AUP AND/OR ANY OTHER APPLICABLE AGREEMENT.
EACH PARTY SHALL PROMPTLY INFORM THE OTHER PARTY OF ANY INFORMATION REGARDING THE AFFILIATE PROGRAM THAT HAS THE POTENTIAL OF LEADING TO A CLAIM, DEMAND, OR LIABILITY TO EITHER PARTY, OR THIRD PARTY.
THE AFFILIATE WILL INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS SOFTCOM, THEIR OFFICERS, THEIR DIRECTORS, THEIR AGENTS, THEIR CONTRACTORS, THEIR AFFILIATES, THEIR PARTNERS, THEIR DISTRIBUTORS, AND THEIR EMPLOYEES FROM AND AGAINST ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, COST OR EXPENSES, INCLUDING LEGAL COUNSEL FEE’S RESULTING FROM THE INDEMNIFYING PARTY’S MATERIAL BREACH OF ANY DUTY, REPRESENTATION, OR WARRANTY OF THIS AGREEMENT.
Neither Party shall be held liable for, or be considered in breach of this Affiliate AUP, on account of any delay or failure to perform in accordance to this Affiliate AUP as a result of any circumstance or condition which are beyond the reasonable control and which such Party is unable to overcome by the exercise of rational assiduousness.
The failure or neglect on the behalf of SoftCom to enforce the terms and conditions contained in this Affiliate AUP shall not be considered as a waiver of SoftCom’s rights to take subsequent action. It further does not in any way affect the validity of the Affiliate AUP in part or whole.
This Affiliate AUP represents the entire agreement and understanding between SoftCom and the Affiliate and supersedes any and all prior discussions and agreements between the Parties. The terms and conditions outlined in this Affiliate AUP shall prevail over all terms and conditions found in any other documents or correspondence between the Parties unless such provisions are agreed to and bound in writing.
If any provision of this Agreement is found by a court in a recognized jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavour to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of this Affiliate AUP remain in full force and effect.
This Affiliate AUP shall be construed, interpreted and governed in all respects in accordance with the laws of the Province of Ontario, Canada. Both Parties agree to the consent of the exclusive jurisdiction of the Province of Ontario in all matters in connection to any actions to pursue or recover any damages, or relief, or made to enforce the provisions contained in this Affiliate AUP.
mail2web® and myhosting® are registered trademarks and brands owned by Softcom Inc.
SCHEDULE “A”
The following represents an exhaustive list of all Services deemed eligible under the Affiliate AUP:
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*Exchange payout is per domain with at least one active Professional seat