Affiliate Program Agreement
A. "BenjiHost", "Us", "Our" and "We" refers to BenjiHost and its parent company Glyph Creative, LLC.
B. "Affiliate", "Your" and "You" refers to an individual, entity or business approved to participate in the BenjiHost Affiliate Program
C. "Agreement" refers to AFFILIATE PROGRAM AGREEMENT
D. "Affiliate Site" - the Affiliate's Internet site which displays BenjiHost Products and Services and/or promotions.
E. "BenjiHost Products and Services" - web hosting and related products and services that are available for purchase through benjihost.com.
F. "Commission Fees" or "Commissions" - Under the Affiliate Program, subject to the terms hereof, You will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that You refer to BenjiHost under and in accordance with this Agreement.
G. "Referred Customer" is each new and unique customer referred from Affiliate through a Link (defined in Section 2 below) provided by or approved by Us.
H. "Qualified Purchase" is a sale of BenjiHost Products and Services, that qualify for Commission set forth in Section 4 below, by BenjiHost to a Referred Customer which meets the criteria set forth in Section 5below.
This Agreement contains the complete terms and conditions that apply to Your participation as a member of the BenjiHost Affiliate Program.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BENJIHOST. BY REGISTERING FOR THE BENJIHOST AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.
1. Enrollment in the Affiliate Program
To begin the enrollment process, You must submit a completed Affiliate Application through the BenjiHost website. Your account may be instantly active in Ourprogram. We will evaluate Your account in good faith to ensure You comply with all Our rules and agreements. We may reject Your account if We determine 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 (collectively, "Content Restrictions").
2. Promotion of BenjiHost
As an Affiliate Site of BenjiHost, 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 Oursite (the "Link"), 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 e-mail program will result in Your immediate termination from the Program and Your forfeiting of monies otherwise due You hereunder. We reserve the right to terminate any Affiliate at any time for any reason if Weso deem Affiliate is acting in a way to promote BenjiHost that BenjiHost does not agree with. Terminate of the Affiliate will result in Affiliate forfeiting monies due.
Affiliate Links provided by BenjiHost may change at any time and it is Affiliates sole responsibility to update their links on Affiliate Site.
3. Order Processing
We will process orders placed by Referred Customer who follow the Links from Affiliate Site to benjihost.com. We reserve the right, in Oursole discretion, to reject any order for any reason. All aspects of order processing and fulfillment, cancellation, refunds and payment processing will be Ourresponsibility and at Our sole discretion. We will track the Qualified Purchases generated by Affiliate Site and will make this information available to You through benjihost.com. To permit accurate tracking, reporting, and Commission accrual, You must ensure that the Links between Your Affiliate Site and benjihost.com are properly formatted.
You will earn Commission based on below structure:
- Refer 1 Lite Plan Customer – $23.80 Commission Earned
- Refer 1 Value Plan Customer – $43.80 Commission Earned
- Refer 1 Pro Plan Customer – $63.80 Commission Earned
- Refer 1 Essential Plan Customer – $99.80 Commission Earned
- Refer 1 Standard Plan Customer – $159.80 Commission Earned
- Refer 1 Premium Plan Customer – $239.80 Commission Earned
- Refer 1 Extreme Plan Customer – $300.00 Commission Earned
Incentivized commissions, and offering any form of incentive to obtain a sale is forbidden, unless prior approval is given by BenjiHost. To inquire on whether Your incentive is acceptable, please open a Ticket from Our website, www.benjihost.com.
The Commission Rate is subject to change, upon e-mail notice to You and commencing the 30-days following such notice.
5. Earned Commission Qualifications
Under the Affiliate Program, You will earn Commission for each Qualified Purchase by a Referred Customer that You refer to BenjiHost under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the "Criteria"):
- Each Referred Customer must be a new and unique visitor and customer to BenjiHost.
- Each Referred Customer must make a Qualified Purchase, and provide a valid payment for the purchased BenjiHost Products and Services. To generate a Commission for You, each Referred Customer must be an active, qualified customer of BenjiHost and must be up-to-date in all payments at the time the Commissions are processed, ninety-five (95) days ("Holding Period") after Referred Customers initial order and not have been subject to a refund, credit, cancellation, suspension or chargeback. Payouts for Commission(s) will be available for payment on the 27th day of the month after the Holding Period.
- Each Referred Customer must sign up in a manner, which in Oursole judgment, definitively establishes that the Referred Customer was referred directly from You to BenjiHost under this Agreement.
- Each Referred Customer must remain in compliance with Our Terms of Service, Acceptable Use Policy and other policies that are active at the time the Commission is processed.
- Commission may not be paid for the Qualified Purchase if the Referred Customer has been offered or received coupons, refunds, credits or discounts from the Affiliate or if the Referred Customer has joined a business-opportunity program (as determined by BenjiHost in its sole discretion) that is managed or participated in by the Affiliate, unless BenjiHost has provided its prior written permission.
- Affiliate Links apply a cookie that lasts for 90 days on the potential Referred Customers computer.
Credit of Earned Commission is given to the Affiliate whom directed Referred Customer to BenjiHost most recently before Referred Customers Qualified Purchase.
BenjiHost reserves the right to withhold initial Commissions for Affiliates who are new to the Affiliate program, or who have commissions that are potentially fraudulent as determined by BenjiHost in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
BenjiHost reserves the right to suspend payment of Commission at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred Customer(s). BenjiHost reserves the right to deduct from Affiliate's current and future Commission any and all Commission corresponding to any fraudulent, questionable, and cancelled BenjiHost purchases. Where no subsequent Commission is due and owing, BenjiHost may send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.
BenjiHost, in its sole discretion, reserves the right to withhold indefinitely any Commission, and/or to reverse or reject any Commission, for:
- Any account/sale which has not been in an approved statUsin good standing as an account of BenjiHost for a period of at least ninety-four (94) days.
- All commissions generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitioUsinformation.
- Altering Our Links in any way.
- Referred Customers that have been offered or received coupons, refunds, credits or discounts from the Affiliate or for Referred Customers who have joined a business opportunity program that is managed or participated in by the Affiliate, unless BenjiHost has provided written permission.
- Customers engaging in "Domain Speculation," which is determined by the identification of more than two (2) web hosting accounts in the same Referred Customer's name that have no content on their websites.
Commissions for any Referred Customer who is associated with any BenjiHost reseller, referral or other program may be removed from Your payment. In other words, You may not receive double commissions or compensation.
In the event that the Referred Customers that are referred to BenjiHost by a specific Affiliate are determined to have an excessive cancellation rate (as determined by BenjiHost in its sole discretion), BenjiHost reserves the right to withhold or decline current and future Commission for the Affiliate.
Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud BenjiHost or violation of any of the terms of this Agreement constitutes immediate grounds for BenjiHost to terminate this Agreement and will result in forfeiture of any Commission due to You.
Affiliate agrees to file any disputes or discrepancy claims within 100 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after 100 days of the date on which the Qualified Purchase occurred will not be accepted by BenjiHost and Affiliate forfeits forever any rights to a potential claim. Disputes must be submitted by Ticket at www.benjihost.com.
6. Commission Payment
Commissions deemed due and owed to You under the program will be paid to You directly by BenjiHost after any holding period and in accordance with a regular payout cycle established by BenjiHost. No commission will be paid for signups by You or anyone within Your organization. BenjiHost reserves the right to only pay for Affiliate Customers that are active. Active is defined by clients with a website and domain name pointed to a BenjiHost server with user uploaded content and current on related Products or Services Invoices.
Commission will be made available for payment to Affiliate ninety-five (95) days after Referred Customers initial order and payment is processed. See section 5 for additional information.
Commission will be paid, in US currency, to Affiliate by BenjiHost check to Affiliate and mailed to Affiliates address. You are responsible for informing BenjiHost about changes to postal and e-mail addresses, as well as any changes to Your name, email address, contact information, tax identification number, or other personal information that will impact BenjiHost’s ability to issue a valid Commission payment. Failure to provide the correct addresses may result in the forfeiture of any Commissions due to You. Commissions that are returned for invalid or insufficient address information or for other reasons may be forfeited as well.
Check payments will only be reissued within 120 days of original issue date in the case of a lost check or stop-payment request. After 120 days, the payment will be voided. Check cancellation fees may be applied.
BenjiHost, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.
7. Taxes/Address Changes
It is Your responsibility to provide BenjiHost with the tax and payment information required to issue a Commission to You. If BenjiHost does not receive the necessary tax or payment information within 90 days of a Commission being earned, BenjiHost will consider that Commission to be forfeited by the Affiliate, and no payment will be issued.
Each Affiliate is required to submit a W8/W9 tax form before BenjiHostwill issue any Commission.
You are responsible for the payment of all taxes related to the commissions You earn under this Agreement. In compliance with tax laws, BenjiHost 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 Uswith proper address, tax forms (including W8/W9 or other tax forms) or information within two (2) days of any request issued by BenjiHost to issue a Form 1099.
Any address changes must be made in the Affiliate profile in the Affiliate Console at least 15 business days prior to the end of the calendar month in order for Commissions for that month to be sent to the revised address.
8. Responsibility for Your Site
You are 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 and for all 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 libeloUsor 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. In addition to the foregoing, We will immediately terminate Your participation in the Affiliate 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 BenjiHost or state law;
– Provide inaccurate or incomplete information to BenjiHost concerning Your identity, address or other required information;
– Attempt to cheat, defraud or mislead Us in any way;
– Misrepresent to the public the terms and conditions of Our sites or Your sites;
– Engage in popup advertisement network activities;
– IFrames may only be used on pages or sites in which the other content represented on the site is related to BenjiHost
You are free to bid on PPC networks for keywords related to BenjiHost with the intent to direct traffic to BenjiHost. However, the following terms are not allowed:
- "benji host"
However, You may bid on a phrase that includes any of the above terms, eg. "benjihost review", "benjihost.com hosting", etc.
The goal of Ourguidelines regarding pay-per-click advertisements is to preserve the integrity of the BenjiHost brand name and reputation. We do not want Affiliates, or for that matter, any third party, representing themselves as BenjiHost or presenting themselves in a way that could be confused with BenjiHost.
9. Policies and Pricing
Referred Customers who buy BenjiHost Products and Services through the Affiliate network will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures concerning BenjiHost orders, BenjiHost service, and BenjiHost Products and Services sales will apply to those Customers. We may change Our policies and operating procedures at any time. For example, Wewill determine the prices to be charged for BenjiHost Products and Services sold under the Affiliate Network in accordance with Our own pricing policies. Prices and availability of BenjiHost Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that You have listed on Your site, You may or may not be able to include price information in Your product descriptions. We will use commercially reasonable efforts to present accurate information, but Wecannot guarantee the availability or price of any particular product or service.
10. Licenses and Use of the BenjiHost Logos and Trademarks.
- Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, We grant You a non-exclusive, non-transferable, revocable license to (i) access Our site through the links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use the benjihost.com trademark and logo and similar identifying material relating to Us (but only in the form(s) that they are provided by us) (collectively, the "Licensed Materials"), for the sole purpose of selling BenjiHost Products and Services on Your site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the BenjiHost Affiliate Program.
- You shall not make any specific use of any Licensed Materials for purposes other than selling BenjiHost Products and Services, without first submitting a sample to Usand obtaining the express prior written consent from BenjiHost, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays BenjiHost, any hosted member of BenjiHost or any BenjiHost employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
- You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.
11. Term of the Agreement
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. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related BenjiHost Products and Services are not cancelled and comply with all Terms laid out in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by BenjiHost in its sole discretion.
Any Affiliate who violates either this Agreement or BenjiHosts’ Terms and Conditions will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the BenjiHost Affiliate Program.
BenjiHost reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at an time for any reason, in BenjiHosts’ sole discretion.
Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. BenjiHost, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. 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 BenjiHost 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 the BenjiHost and BenjiHost expressly disclaims responsibility for any conduct by You in violation of Our terms of agreement.
14. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, 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 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
We make no express or implied warranties or representations with respect to the Affiliate Program or any BenjiHost services or other items sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF 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, including the tracking of information about Referred Customers during the period of interruption.
16. Representations and Warranties
You hereby represent and warrant to Us as follows:
- This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
- The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
- You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
- No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
- There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
- During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.
- You are at least sixteen (16) years of age.
- Each Referred Customer and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.
We may disclose to You certain information as a result of Your participation as part of the Affiliate Program, which information We consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, (a) any modifications to the terms and provisions of this Affiliate Agreement made specifically for You and not generally available, (b) website, business and financial information relating to BenjiHost, (c) customer and vendor lists relating to BenjiHost and any members of the Affiliate Program, other than You. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that Wedesignate as confidential during the term of this Agreement. 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 (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.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.
19. Independent Investigation
Your application submission acknowledges that You have read this agreement and agree to be bound by all its terms and conditions. You understand that Wemay at any time (directly or indirectly) solicit BenjiHost relationships on terms that may differ from those contained in this agreement. We may also solicit BenjiHost relationships with entities that operate websites that are similar to or compete with Your website. You have independently evaluated the desirability of participating in the BenjiHost Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Terminated Affiliate Accounts cannot later apply to the Affiliate Program without Our express written consent.
21. Governing Law
The laws of the United States and the State of North Carolina will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Wake County, Raleigh, North Carolina and You irrevocably consent to the jurisdiction of such courts. 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 be 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 a provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BENJIHOST. BY APPLYING TO PARTICIPATE IN THE AFFILIATE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT.
Revised October 2010