This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, iPage ("iPage") and you, regarding
your application to and participation in, the iPage Affiliate Program (the "Affiliate Program") as an affiliate of
iPage (an "Affiliate"), and the establishment of links from your website to our website,
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ
THIS AGREEMENT AND THE iPage TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
"Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays
iPage's products and Services and/or promotions on its website, or other means, using an affiliate tracking
code in exchange for receiving a commission from iPage for sales directly resulting from such display.
"Affiliate Site" - The Affiliate's website which displays iPage's Products and Services and/or promotions.
"Affiliate Console" - The Affiliate Console is used by Affiliates to track commissions, view reports, and update contact
information and payment preferences. Below are the links to each Affiliate Console:
"iPage's Products and Services" - Web hosting and related products and services that are available for purchase from iPage.
"Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to iPage
subject to the Commission Threshold and pursuant to the terms of this Agreement.
"Commission Threshold" - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from iPage.
"Qualified Purchase" - A sale of iPage Products and Services by iPage, with a term of one (1) month or longer, to a
Referred Customer that is not excluded under Section 7.
"Referred Customer" - Each new and unique customer referred from Affiliate through a Link (as defined in Section 3) that
provides valid account and billing information.
"Registration Form" - Any and all order forms or other signup or acceptance form submitted by a customer to purchase iPage's
Products and Services.
Enrollment in the Affiliate Program
- To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The Signup
Form can be found at
- We will evaluate your application in good faith and will notify you of your acceptance or rejection in
a timely manner. We may reject your application if we determine (in our sole discretion) that your
website is not suitable for the Affiliate Program for any reason, including, but not limited to,
its inclusion of content that is, in our opinion, unlawful or otherwise violates our
Acceptable Use Policy.
- If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing
the same domain name/URL or reapply using a different domain/URL name and then add the previously
rejected domain name/URL to your affiliate account. iPage, in its sole discretion, reserves the right
to notify or to not notify any prospective affiliate of their rejection or removal from the Affiliate
Program at any time.
Promotion of Our Affiliate Relationship
Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety
of graphic and textual links available to you (each referred to herein as a "Link" or collectively,
as the "Links"). The Links will serve to identify your website as a member of the Affiliate Program
and will establish a link from your website or e-mail to iPage's website. You agree to cooperate
fully with us in order to establish and maintain such Links. You further agree that your use of the
Links must be in compliance with this Agreement at all times. iPage may modify the Links from time
to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or
text messages to promote iPage that are not approved in advance by iPage. All Affiliate Sites shall
display the Links prominently in relevant sections of their website. Furthermore, you agree not to
use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's
knowledge (e.g. iframe). Any information with respect to iPage that is going to be displayed on the
Affiliate Site must be preapproved by iPage in writing.
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
- You are prohibited from bidding on any iPage trademarks, or any variations and misspellings thereof
without iPage's prior written approval. Examples of prohibited keywords are "ipage," "iPage," "ipage.com,"
"www.ipage.com," "ipage," "ipage reviews," and "ipage hosting,"
- You are prohibited from bidding on keywords containing iPage trademarks plus an additional term such
as [ipage coupons], [ipage promotions], and [ipage promos]. Further, Affiliates are NOT permitted to broad
or phrase match any of these keywords.
- You are prohibited from outranking iPage's internal paid search ad on any keywords.
- You are prohibited from direct linking to iPage.com from any paid search ads.
- You are prohibited from using iPage.com as a display URL.
Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE
iPage TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION,
THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE "
iPage IP") (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR
TO ANY OF THE FOREGOING) WITHOUT
iPage'S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE
iPage IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR
PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS,
GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS,
CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL
INTEREST CONFUSION" OVER THE USE OF
iPage IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF
iPage IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL
iPage'S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING
POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY
iPage'S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH
iPage SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF
iPage'S INTELLECTUAL PROPERTY RIGHTS.
Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the iPage
Products and Services, or other content concerning iPage without iPage's prior written consent in
each instance. Affiliates may only use coupons and discounts that are provided exclusively through
the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to
the pertinent area of the iPage website will in no way alter the look, feel, or functionality of
the iPage website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts
shall constitute a material breach of this Agreement, and may result in your termination from the
Affiliate Program or the withholding of Commission Fees
FTC Endorsement Compliance
It is the intent of iPage to treat all of our customers fairly. Accordingly, we require all iPage Affiliates to comply with
applicable laws, regulations and guidelines concerning advertising and marketing, including without
Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between
advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating
websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment
of iPage's Products and Services must prominently disclose the fact that you receive compensation
for Referred Customers.
For more information and suggestions about how to comply with these guidelines, please visit our page entitled
"Affiliate Disclosure Requirements and Examples." Please note that this page is only intended
to provide guidance. It does not purport to provide legal advice and it does not guarantee that you'll
be in compliance with FTC regulations should you follow the suggestions presented. 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.
iPage reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine,
at our sole discretion, that you are not in compliance with the previously mentioned guide or other
FTC regulations or guides that we deem relevant.
In addition to the obligations set forth in Section 4 (FTC Endorsement Compliance), Affiliate shall comply with all applicable
data protection laws regarding the transmission of data exported to or from the United States or the country
in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679
of European Parliament and of the Council of 27 April 2016 (the "GDPR"). Affiliate, as a controller under
the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to
the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate
agrees to promptly assist iPage in complying with any data subject rights request under the GDPR that iPage
may receive from any individuals referred to iPage by Affiliate. Affiliate further agrees to promptly assist
iPage in complying with any duties to cooperate with supervisory authorities under the GDPR.
iPage will process orders placed by Referred Customers who follow the Links from an Affiliate Site to iPage. We reserve the
right, in our sole discretion, to reject orders that do not comply with certain requirements that we may
establish from time to time. All aspects of order processing and fulfillment, including iPage's services,
cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified
Purchases generated by your Affiliate Site and will make this information available to you through our website.
To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your
website and our website are properly formatted.
Commission Determination; Qualified Purchases
Commissions will be calculated based on the commission rates stated on the iPage website for each Qualified Purchase (as
defined herein) subject to commission accruing pursuant to Section 8 below. A "Qualified Purchase"
does NOT include the following:
- A purchase by a Referred Customer that has transferred from any iPage partners or subsidiaries.
- A purchase by a Referred Customer who is also associated with any iPage 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,
referral, or other program.
- 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 or is in violation of iPage's
Terms of Service,
Acceptable Use Policy, or other applicable policies at the time the Commission Fees accrue.
- A purchase that iPage 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
iPage's sole discretion.
- A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds,
credits or discounts from the Affiliate.
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), using marketing practices
that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low
likelihood of renewal.
- A purchase by a Referred Customer who received a popup with a discounted offer, while leaving iPage's
website during their purchase.
- 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 iPage 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 iPage, in our sole discretion.
- A purchase by a Referred Customer who, prior to such purchase, clicked through a Link established
by another affiliate under this Affiliate Program
- A purchase by a Referred Customer more than ninety (90) days after clicking through the Affiliate's Link.
- iPage reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to
the Affiliate Program, or who have commissions that are potentially fraudulent as determined by iPage
in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
- iPage reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it
suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement
by the Affiliate or a Referred Customer. iPage reserves the right to deduct from Affiliate's current
and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable,
and cancelled purchases.
- iPage reserves the right to immediately cancel or withhold for later review any Commission Fee that fails
to meet the criteria of a "Qualified Purchase." Affiliate is responsible for monitoring the payment,
denial, and withholding of Commission Fees; iPage is not obligated to actively notify Affiliates
of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been
cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due
to contact iPage to request that the Commission Fee be paid. Any changes to decisions about cancelled
or withheld Commission Fees are strictly made in iPage's sole discretion.
- Commissions for any Referred Customer who is associated with any iPage reseller, referral or other program
may not be considered a Qualified Purchase. In other words, you may not receive double commissions
- In the event that the Referred Customers that are referred to iPage by an Affiliate are determined to
have an excessive cancellation rate, as determined by iPage in its sole discretion, iPage reserves
the right to withhold or decline pending and future Commission Fees to such Affiliate.
- Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases,
or Commission Fees to intentionally defraud iPage or any violation of the terms of this Agreement
constitutes immediate grounds for iPage to terminate the Affiliates participation in the Affiliate
Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
Accrual of Commissions
Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant
to Section 9 below and (ii) reach the Commission Threshold of $50 based on the commission rates stated on
the iPage website, solely as applied to Qualified Purchases which occurred within ninety (90) days of the
end of the calendar month in which the first of such Qualified Purchases occurred. For example, if you provide
sign-ups which result in one Qualified Purchase on January 1st and a second sign-up which leads to a Qualified
Purchase on August 10th, and you provide all necessary tax documentation on August 10th, no commission would
accrue because the second Qualified Purchase occurred more than one hundred and eighty (180) days after the
end of January when the first Qualified Purchase occurred. However, if you subsequently provide a sign up
which leads to another Qualified Purchase on September 5th of the same year, then commissions would accrue
on the latter two Qualified Purchases (i.e., the Qualified Purchases from August and September of the same
year). All Qualified Purchases still eligible to result in commissions under this Section 8 must remain active
and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a
commission. Once a commission has accrued under this Section 8, the amount of such commission (the "Commission
Fee") shall be due and payable to you under the terms of Section 9. iPage reserves the right to change the
Commission Threshold by amending this Agreement and will notify you for any such amendment pursuant to the
terms of this Agreement.
- Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 8 above,
commissions will be calculated according to the specified percentage or dollar amount set forth in
the commission report in your
Affiliate Console for each Qualified Purchase that accrues during the period for which such commission
fee is being calculated.
- Commission Fees will be processed approximately forty-five (45) to sixty (60) days after the end of the month or other period in which they accrue.
iPage will only compensate you for Qualified Purchases made in accordance with this Agreement.
- Commission Fees shall be paid based on the current information in your Affiliate profile. You are required
to notify us promptly of any change in your address by updating your profile information in the Affiliate
console. You are responsible for informing iPage of your desired payment form/type. You can update
or change your desired payment method at any time by updating your affiliate profile located in the
affiliate console. Any changes to your desired payment method may take up to two payout cycles to
You may choose to receive Commission Fees through PayPal, ACH, check or hosting credit, subject to the following conditions:
PayPal Payments: Please refer to PayPal's policy to ensure you are eligible to receive
payment if you reside outside of the United States
(PayPal payments will only be reissued within one hundred and twenty (120) days of the original issue date in the case of
an incorrect PayPal address or refusal from PayPal to accept a payment.)
ACH: iPage offers an ACH transfer option to those who earn over $1,500.00 in Affiliate
Commission Fees over a ninety (90) day period.
iPage is not responsible for paying any third-party fees charged by PayPal or ACH in order for you to receive Affiliate Commission
- iPage, in its sole discretion, reserves the right to modify the available commission payment methods
or payment schedule at any time. Such changes shall take effect when posted.
- Disputes: Affiliate has access to iPage's real-time Affiliate Program statistics and agrees to file any
disputes within forty-five (45) days after the end of the month in which the sale or event that is
disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale
or event occurred will not be accepted by iPage and Affiliate forfeits forever any rights to a potential
- It is solely your responsibility to provide iPage with accurate tax and payment information that is necessary
to issue a Commission Fee to you. If iPage does not receive the necessary tax or payment information
within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the
applicable commissions shall not accrue and no Commission Fees will be owed with respect to such
- Each Affiliate is required to submit a W8/W9 tax form before any Commission Fees shall accrue. You are
responsible for the payment of all taxes related to the commissions you receive under this Agreement.
In compliance with U.S. tax laws, iPage will issue a Form 1099 to Affiliates whose earnings meet
or exceed the applicable threshold.
- Any address change 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 processed
Reports of Qualified Purchases
You may log into your affiliate console to review your click through and potential Qualified Purchases statistics on a daily
basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet
all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers
that appear in the affiliate console.
Obligations Regarding Your Affiliate Site
- You are solely responsible for the development, operation, and maintenance of your Affiliate Site and
for all materials that appear on your Affiliate Site. Such responsibilities include, but are not
limited to, the technical operation of your Affiliate Site and all related equipment; creating and
posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions
to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited
to, all materials related to iPage Products and Services); ensuring that materials posted on your
Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous
or otherwise illegal. We disclaim all liability and responsibility for such matters
- We have the right in our sole discretion to monitor signups through your Affiliate Site from time to
time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance
we may terminate your participation in the Affiliate Program effective immediately.
We will provide all of the information necessary for you to make Links from your Affiliate Site to our site. iPage will be
solely responsible for order processing (including payment processing, cancellations, and refunds) for orders
for iPage Products and Services placed by a Referred Customer following a Link from your Affiliate Site,
for tracking the volume and amount of Qualified Purchases generated by your Affiliate Site, and for providing
information to Affiliates regarding Qualified Purchase statistics. iPage will be solely responsible for all
order processing, including but not limited to payment processing, cancellations, refunds and related iPage
Policies and Pricing
Referred Customers who buy iPage Products and Services through our affiliate network are deemed to be iPage Customers. iPage's
Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change
our policies, pricing, and operating procedures at any time. For example, iPage determines the prices to
be charged for iPage Products and Services sold through the affiliate network in accordance with our own
pricing policies. Prices and availability of iPage 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 Affiliate 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 on our website, but we cannot
guarantee the availability or price of any particular iPage Product or Service.
E-mails and Publicity
You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM")
without prior written consent from iPage, to be granted or denied in iPage's sole discretion, in each instance.
Additionally, you may only send emails containing a iPage affiliate link and or a message regarding iPage
or iPage's Affiliate Program to people who have previously consented to receiving such communications from
you. Your failure to abide by this Section 14, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable
laws relating to email communications, in any manner, will be deemed a material breach of this Agreement
by you and will result in the forfeiture by you of any and all rights you may have to any commissions and
the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks
in a very short period of time as determined by iPage in its sole discretion, the Affiliate relationship
may be terminated.
Licenses and Use of iPage Logos and Trademarks.
- Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive,
non-transferable, revocable license to (i) access our website through the Links solely in accordance
with the terms of this Agreement and (ii) solely in connection with such Links, to use the iPage trademark
and logo and similar identifying material provided by us (collectively, the "Licensed Materials"), for
the sole purpose of selling iPage Products and Services on your Affiliate 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 while you are an Affiliate in good standing and in compliance with all
of the terms of this Agreement.
- You shall not use the Licensed Materials for any purposes other than selling iPage Products and Services,
without first submitting a sample to us and obtaining the express prior written consent of iPage in each
instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise
portrays iPage, any hosted member of iPage or any iPage employee or representative in a negative light.
We reserve all of our rights in the Licensed Materials and your license to use such material is limited
to the manner described herein. We may revoke your license at any time, by giving you written notice.
If not previously revoked, this license shall immediately terminate upon the termination of your participation
in the Affiliate Program.
- You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate
Trademarks") in any advertisement or other materials used to promote iPage and the Affiliate Program,
provided that iPage's use of the Affiliate Trademarks is not required and is at its sole discretion.
This license shall terminate upon the termination of your participation in the Affiliate Program.
Term and Termination
- The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will
end when terminated by either party (the "Term"). Either party 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. Commission
Fees earned prior to the date of termination will be eligible for commissions only if the orders for
the related iPage Products and Services are not cancelled within (30) days and comply with all of the
terms of 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 iPage in its sole discretion.
- Any Affiliate who violates this Agreement, iPage's Terms and Conditions, or any applicable law will immediately
forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately
removed from the Affiliate Program.
- iPage reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this
Agreement, at any time for any reason, in iPage's sole discretion.
We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring
after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such
modifications shall take effect when posted on our website. Modifications may include, but are not limited
to, changes in the scope of available Commission Fees, commission amounts or 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, 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 any modification on our website will constitute binding acceptance
of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any iPage Products and
Services 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 website 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 concerning Referred Customers during any period of interruption.
Relationship of Parties
You and iPage 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 Affiliate Site or otherwise, that contradicts anything in this section.
Representations and Warranties
You hereby represent and warrant to us as follows:
- You have reviewed and understand this Agreement and agree to be bound by its terms.
- Your acceptance of this Agreement and participation in the Affiliate Program will not 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 power to grant to iPage
the license to use such marks in the manner contemplated herein, and such grant 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 third person or entity.
- You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with,
any governmental authority or any third party in connection with your entrance into this Agreement
- There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours
with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for
any such claim, action, or proceeding.
- During the Term, you will not include in your Affiliate 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 and Conditions or Acceptable Use Policy.
- You are at least eighteen (18) years of age.
- Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for
generating a Commission Fee as provided in this Agreement.
Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY 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 THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless iPage 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 (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 Affiliate Site,
including, without limitation, its development, operation, maintenance and content therein not attributable
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, iPage customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement 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 not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a 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. In the event of such disclosure, the receiving party shall
give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.
You understand that we may at any time (directly or indirectly) solicit iPage relationships on terms that may differ from
those contained in this Agreement. We may also solicit relationships with entities that operate websites
that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability
of participating in the iPage Affiliate Program and are not relying on any representation, guarantee, or
statement other than as set forth in this Agreement
Governing Law. The laws of the Commonwealth of Massachusetts 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 Middlesex County, Massachusetts and you irrevocably consent
to the jurisdiction of such courts.
Assignment. 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
Waiver. 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.