Agreement contains the complete terms and conditions that apply to
an individual's or entity's participation in the Spamhippo Partner
Program (the "Program"). As used in this Agreement,
"we" means Spamhippo Service, and "you"
means the applicant. "Site" means a World Wide Web site
and, depending on the context, refers either to Spamhippo's sites
located at spamhippo.com or to the site that you will link to our
site (and which you will identify in your Program application).
1. Enrollment in
begin the enrollment process, you will
submit a complete Program application via
our site. We will establish your affiliation
in good faith upon receipt of your online
form, and will notify within 24 hours if not
approved. We may reject your application if
we determine (at our sole discretion) that
your site is unsuitable for the Program.
Unsuitable sites include those that:
Promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age. Promote illegal activities.
"Spamhippo" or variations or misspellings thereof in their domain names.
intellectual property rights.
If we reject your
application, you are welcome to reapply to the Program at any time. You should also note
that if we accept your application and your site is thereafter determined (at our sole
discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links on your site:
| Once you have been notified that your site has been accepted into the Program, upon
receipt of your confirmation letter, you may provide on your site one or more of the of
the Spamhippo graphical logos to link to our our home page at http://spamhippo.com. We will provide you with guidelines and graphical artwork to use
in linking to our home page.
To permit accurate tracking, reporting, and referral commission accrual, we will provide
you with special "tagged" link formats to be used in all links between your site
and our site. You must ensure that each of the links between your site and our site
properly utilizes such special link formats. Links to our site placed on your site
pursuant to this Agreement and which properly utilize such special link formats are
referred to as "special links." You will only earn referral commissions with
respect to activity on our site occurring directly through special links. We will not be
liable to you with respect to any failure by you to use special links, 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.
| We will process membership orders placed by customers who follow special links from your
site to our site. We reserve the right to reject orders that do not comply with any
requirements that we periodically may establish. We will be responsible for all aspects of
order processing and fulfillment. Among other things, we will prepare order forms; process
payments, cancellations, and returns; and handle customer service. We will track sales
made to customers who purchase services using special links from your site to our site and
will make available to you reports summarizing this sales activity. The form, content, and
frequency of the reports may vary from time to time at our discretion.
| 4. Referral
| We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain
service sales to third parties. For a service sale to be eligible to earn a referral
commission, the customer must follow a special link from your site to our site, select and
purchase the service using our automated ordering system, accept delivery of the service
by agreeing to Spamhippo policy in submitting an online order, and remit full payment to us.
We will not, however, pay referral commissions on any services that are purchased via our
sites after the customer has reentered our site (other than through a special link), even
if the customer previously followed a link from your site to our site.
| 5. Referral
| You will earn referral commissions based on qualifying revenues according to referral
commission schedules to be established by us. "qualifying revenues" are revenues
derived by us from our sales of qualifying services, excluding costs for taxes, service
charges, credit card processing fees, and bad debt. The current referral fee schedule is:
20% of qualifying net revenues from the sale of software or service to our
| 6. Referral
| Referral commissions will be paid on a monthly basis as long as the total commission
accumulated is equal to, or exceeds $50.00. In the event commissions do not reach or
exceed $50.00, commissions will be carried over into subsequent month(s) for a combined
period not to exceed one calendar quarter. If commissions do not accumulate to a minimum
of $50.00 within the period of one calendar quarter, no payment is made and the commission
count is reset to zero.
If a service that generated a referral commission is returned by the customer, we will
deduct the corresponding referral commission from your next monthly payment. If there is
no subsequent payment, we will send you a bill for the referral commission.
| 7. Policies and
| Customers who buy services through this Program will be deemed to be customers of
Spamhippo Service. Accordingly, all Spamhippo
rules, policies, and operating procedures
concerning customer orders, customer service, and service 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 services sold under this Program in
accordance with our own pricing policies. Service prices and availability may vary from
time to time. Because price changes may affect services that you already have listed on
your site, you may not include price information in your service descriptions. We will use
commercially reasonable efforts to present accurate information, but we cannot guarantee
the availability or price of any particular service.
8. Identifying yourself as an associate:
| We will make available to you a variety of small graphic images that identify your site as
a Program participant. You must display this logo or the phrase "In association with
Spamhippo Service" somewhere on your site. We may modify the text or graphic image
of this notice from time to time. In addition, we encourage (but do not require) you to
include a special link on your site to the Spamhippo home page at http://spamhippo.com You may not make any press release with respect to this
Agreement or your participation in the Program without our prior written consent, which
may be given or withheld in our sole discretion.
| 9. Limited
| We grant you a nonexclusive, revocable right to use the graphic images and text described
in Section 8 and such other images for which we grant express permission, solely for the
purpose of identifying your site as a Program participant and to assist in generating
service sales. You may not modify the graphic image or text, or any other of our images,
in any way. We reserve all of our rights in the graphic image and text, any other images,
our trade names and trademarks, and all other intellectual property rights. You agree to
follow our Trademark Guidelines, as those guidelines may change from time to time. We may
revoke your license at any time by giving you written notice.
| 10. Responsibility for
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
service descriptions on your site and linking those descriptions to our sites.
The accuracy and
appropriateness of materials posted on your site (including, among other things, all
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
Ensuring that materials
posted on your site are not libelous or otherwise illegal.
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.
| 11. Term of the
The term of this Agreement will begin upon our
acceptance of your 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. Partner accounts that remain inactive for a 90-day period,
may also be terminated without notification. 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 Spamhippo trademarks and logos, and all other materials
provided by or on behalf of us to you pursuant hereto or in connection
with the Program. You are only eligible to earn referral commissions on
our sales of qualifying services occurring during the term, and referral
commissions earned through the date of termination will remain payable
only if the related orders are not canceled or returned. We may withhold
your final payment for a reasonable time to ensure that the correct
amount is paid.
| 12. Modification:
We may modify any of the terms and
conditions contained in this Agreement, at any time and at 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 commissions, referral commission schedules, payment
procedures, and 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
| 13. Relationship
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.
| 14. Limitation of
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 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 Program will
not exceed the total referral commissions paid or payable to you under
| 15. Disclaimers:
We make no express or implied
warranties or representations with respect to the Program or any
services 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
sites will be uninterrupted or error-free, and we will not be liable for
the consequences of any interruptions or errors.
| 16. Independent
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 FORTH IN THIS AGREEMENT.
| 17. Miscellaneous:
These terms and conditions
supersede any and all other terms or conditions with respect to
Services, and use of Spamhippo represents an acceptance of these terms and
the terms of the Spamhippo. This Agreement will be governed in accordance
with the laws of the State of California, without reference to conflict
of laws principles. Any dispute under this Agreement will be resolved by
binding arbitration held in Santa Clara County, California, to be
conducted by a single arbitrator mutually acceptable to the parties,
applying the rules of the American Arbitration Association. For these
purposes, by using the Service you submit to personal jurisdiction in
Santa Clara County, California. The substantially prevailing party in
any such dispute will be entitled to recover reasonable attorneys fees,
costs and expenses from the other party. Spamhippo may change this
Agreement at any time.