Terms and Conditions
CleverAffiliates.com Affiliate Referral Program Terms and Conditions
(Last Revised 7/13/05 )
This Referral Agreement (the “Agreement”), is made and entered by and between Signetique, LLC, (“Signetique”), a Delaware corporation with offices at 206 East Delaware Avenue, Newark, New Castle County, Delaware, USA and you, the affiliate ("Affiliate"). Unless otherwise noted, this “Agreement” contains the complete terms and conditions that apply to your participation in the CleverAffiliates.com Affiliate Program (“the Affiliate Program”). As used in this Agreement, “we” means Signetique, LLC and “you” means the affiliate applicant. “Website” means a World Wide Web site and, depending on the context, refers either to Signetique web hosting websites (“Signetique Websites”), located at the following URLs:
www.cleveraffiliates.com,
www.cleverinternet.com,
www.cleverinternet.co.nz
www.clever.com.sg
www.cleverinternet.co.in
www.webhosting.com.sg
www.signetique.com
or to any site that you will link to our site (and which you will identify in your affiliate application).
1. ACCEPTANCE OF TERMS AND CONDITIONS
Signetique provides its service to you, subject to the following Terms and
Conditions ("T&C"), which may be updated by us from time to time
without notice to you. In addition, when using particular Signetique services,
you and Signetique shall be subject to any posted guidelines or rules
applicable to such services which may be posted from time to time. All such
guidelines or rules are hereby incorporated by reference into the T&C.
2. ENROLLMENT IN THE AFFILIATE PROGRAM
You will submit a complete Affiliate application via our site. After we carefully review your application, we will notify you of your acceptance or rejection. We may reject your application (at our sole discretion) if we feel your site is unsuitable for the Affiliate Program. Unsuitable sites include those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promote illegal activities
- otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Affiliate Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Affiliate Program, we may terminate this Agreement.
3. ORDER PROCESSING
Signetique will be solely responsible for processing every order placed by a customer on the Affiliate sites. Customers who purchase products and services through your website will be deemed to be customers of Signetique. Prices and availability of our products and services may vary from time to time. Signetique policies will always determine the price paid by the customer. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.
4. LINKS ON YOUR SITE
Once you have been notified that your site has been accepted into the Affiliate Program, we will make available to you a variety of graphics, banners, and textual links. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a unique affiliate/promo code and/or special "tagged" links to be used between your site and our site. Links to our site placed on your site pursuant to this Agreement are referred to as "CleverAffiliates.com Links." You will earn referral fees with respect to activity on our site occurring directly through CleverAffiliates.com Links or through reference of your affiliate/promo code; we will not be liable to you with respect to any failure by you or your referred customers to use CleverAffiliates.com Links or your affiliate code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the CleverAffiliates.com Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on any of the Signetique Websites.
Except for the license granted under this terms and conditions, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the CleverAffiliates.com Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to any of the Signetique Websites and their respective domain names.
You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of CleverAffiliates.com Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
You also acknowledge that as a participant in the Affiliate Program, we may from time to time send you email updates about the Affiliate Program. By participating in the Affiliate Program, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will: (a) use any data, images, text, or other information obtained by you from us or any of the Signetique Websites in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any Content; (g) not use any Content in a manner intended to send sales to any site other than those from Signetique Websites; and (e) promptly delete any Content that is no longer displayed on Signetique Websites or that we notify you is no longer available for your use.
4. RERERRAL FEES
We will pay you (in accordance with Sections 6 and 7 below) referral fees on
sales to customers you refer to our site. For a sale to be eligible to earn a
referral fee, the customer must click through a CleverAffiliates.com Link from
your site to our site and enroll in a valid web hosting plan found in any of
the Signetique Websites.
We will only pay referral fees after enrollment, payment, and cancellations have occurred. Once customer has been determined as an active customer, you will receive referral fees for the first year’s subscription-only revenue.
5. CERTAIN RESTRICTIONS
You may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using CleverAffilaites.com Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use CleverAffiliates.com Links on your site to access our site); (b) post any CleverAffiliates.com Links on any Web site or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (g) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action, or (h) do any of the following:
No Spam. You may not use any qualifying links in any electronic message unless (a) You have received the express written authorization of Signetique to use email or other electronic messages to promote it or its qualifying link and (b) any and all such electronic messages comply in all respects with this Agreement, Signetique’s terms and conditions, and any and all applicable laws, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187). Further, no electronic message initiated or sent by You or on Your behalf may identify Signetique as a sender or sponsor of such electronic message. No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed by another, including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without Your interference. No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Your use of any qualifying links or any Signetique offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Your qualifying links or for any other purpose.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
6. REFERRAL FEE SCHEDULE
You will earn referral fees based on the first year’s cash receipts attributable to subscription-only revenue when a referred customer subscribes to web hosting plans offered in any of the Signetique Websites. For any sale to qualify, the customer must follow a CleverAffiliates.com Link from your site to our site.
The current referral fee schedule, which may be changed by Signetique in accordance with this Agreement, is:
- US$2.00 for every successful, paid and completed sale
7. REFERRAL FEE PAYMENT
We will pay you referral fees on a quarterly basis for all affiliate accounts
that have earned at least US$50. Payments will be made in accordance with
receipts from the qualified customer pursuant to the contract. Payment will be
made to customer within 30 days after each quarter in which payment is received
by Signetique from the customer. We will deduct any taxes we are required by
law to withhold. If your account has not earned US$50, your balance will be held
until the month in which it reaches at least US$50. However, at the end of each
calendar year, regardless of whether you have accumulated US$50 or not, we will
send you the full payment of your commission. Please note that it is essential
that you sign up for a Paypal account as payment will only be made via Paypal.
All payment will be made in US Dollars only. Additionally, you must ensure that
the email address that you sign up with us is current as this is the only means
in which we will pay you via Paypal.
8. POLICIES AND PRICING
Customers who subscribe to web hosting plans offered in any of the Signetique
Websites through this Affiliate Program will be deemed to be customers of Signetique.
Accordingly, all Signetique rules, policies, and operating procedures
concerning terms of service, customer orders, customer service, and product
sales will apply to those customers. We may change our policies and operating
procedures at any time. For example, we will determine the prices to be charged
for products sold under this Affiliate Program in accordance with our own
pricing policies. Product prices and availability may vary from time to time.
We will use commercially reasonable efforts to present accurate information,
but we cannot guarantee the availability or price of any particular product.
9. CONFIDENTIALITY
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, Signetique business and financial information, Signetique customer and vendor lists, and Signetique pricing and sales information, concerning us or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes (other than in accordance with performing under this Agreement) or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates and through no breach of this Agreement.
10. Non-exclusive Limited License and Use of Logos and
Trademarks.
We grant you a non-exclusive, nontransferable, revocable right to access our
site through links solely in accordance with the terms of this Agreement, and
solely in connection with such links, to use our logos, trade names, trademarks
and similar identifying material (collectively "Licensed Material")
solely for the purpose of linking from your website to any Signetique Websites.
You may not alter, modify or change the Licensed Material in any way. You are
only entitled to use the Licensed Material to the extent you are a member, in
good standing, of the Affiliate Program.
You agree not to use the Licensed Material in any manner that is disparaging or that otherwise portrays Signetique in a negative light. We reserve all of our rights in the Licensed Material, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Licensed Material. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
12. 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. For example, you
will be solely responsible for:
- the technical operation of your site and all related equipment
- creating and posting descriptions on your site and linking those descriptions to our site
- the accuracy and appropriateness of materials posted on your site (including, among other things, all materials related to Signetique)
- ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- ensuring that materials posted on your site are not libelous or otherwise illegal
- ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
- Ensuring protection against viruses and other site security
Additionally, you shall be responsible for having and applying a privacy
policy that complies with all applicable laws, rules and regulations, including
the treatment of all personal information in accordance with governing
authorities. You shall not retain personal information for any period longer
than necessary (in compliance with local laws) and to establish security
processes to protect such information in accordance with applicable law and at
least as restrictive as industry standards (but no less than reasonable care).
You acknowledge that your information and you customer’s information (personal
or otherwise) may be transmitted to the
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site and for failing to comply with your obligations hereunder.
13. 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, by giving
the other party written notice of termination. Upon the termination of this
Agreement for any reason, you will immediately cease use of, and remove from
your site, all links to our site, and all Signetique trademarks, banners, trade
dress, and logos, and all other materials provided by or on behalf of us to you
pursuant hereto or in connection with the Affiliate Program. You are eligible
to earn referral fees only on our sales of qualifying web hosting plans from
any of the Signetique Websites that occur during the term, and referral fees
earned through the date of termination will remain payable only if the related
orders are not cancelled. We may withhold your final payment for a reasonable
time to ensure that the correct amount is paid. Further, subject to
Signetique’s sole discretion, we may deduct any commission credited to your
account if we suspect that sale in question, generated from your website, is
deemed fraudulent. We are the final arbiter in deciding what constitutes a
fraudulent sale/transaction.
14. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in the
scope of available referral fees, referral fee schedules, payment procedures,
and Affiliate Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
15. RELATIONSHIP OF PARTIES
You and we 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.
16. 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 REFERRAL FEES
PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
17. DISCLAIMERS
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
AFFILIATE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE AFFILIATE PROGRAM
(INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY,
NONINFRINGEMENT, 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.
18. INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN
THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN
THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET
19. Indemnification.
You hereby agree to indemnify, defend, and hold harmless Signetique and its
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 reasonable 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 (a) any
misrepresentation or alleged breach of a representation or warranty or alleged
breach of a covenant and agreement made by you herein, or (b) any claim related
to your site including, without limitation, content therein not attributable to
us.
20. Miscellaneous
This Agreement will be governed by the laws of the