This Affiliate Program Agreement (the “Agreement”) govern the relationship between Architekton Internet Services, LLC dba Agathon (“we”, “us” and “Agathon”) and you (also, “Affiliate”) with regard to Agathon’s Affiliate Program (the “Program”), which is described here: https://affiliates.agathongroup.com/. This is a binding agreement; so, please read it carefully. If you do not agree to all of the terms of this Agreement, you may not participate in the Program.
1. THE PROGRAM. We will provide you with a specific link which corresponds to managed hosting services we are offering (the “Link”). The Link will be keyed to your identity and will send online users to the Company’s website. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are preapproved by us and to display the Link on your website (the “Affiliate Site”).
2. QUALIFIED SALE. A sale of our hosting services is only a “Qualified Sale” if all of the following conditions are satisfied:
a. you were the first affiliate to refer the customer unless all prior referrals were made more than six months prior to your referral;
b. we receive payment from the referred customer for our hosting services within six months of the Referral;
c. the customer is not our existing customer;
d. the customer must agree to our service terms; and
e. the customer was not induced by the Affiliate offering any discounts or other incentives.
3. REFERRAL FEES. Provided you are in compliance with this Agreement, each time a user clicks through the Link posted on the Affiliate Site (a “Referral”) and pays for its first term of the hosting service, we will, provided that we determine it is a Qualified Sale, you will be eligible to receive $80.00 (the “Referral Fee(s)”). Payment will be made via PayPal to the account you provided us. If you do not provide us with a PayPal account, you will not be eligible to receive any Referral Fees. For any disputes relating to the amount of any Referral Fees, the Company must be notified within 30 days of your receipt of the Referral Fee.
4. INTELLECTUAL PROPERTY. All of our intellectual property remains ours, and other than as expressly set forth herein, you have no right to use any of it. Subject to your continued compliance with the terms of this Agreement, we grant you the limited, nonexclusive, non-assignable, non-sublicensable license to use the material we provide (in accordance with any usage guidelines we may provide) you through the Program for the sole purpose of the Program. You may not use our material in any deceptive or unlawful manner or in a manner that would harm our business or reputation. Your right to use our material ceases upon termination or expiration of this Agreement.
5. INDEPENDENT CONTRACTOR. You are an independent contractor and not our employee, partner or corporate affiliate. You may not bind or purport to bind Agathon.
6. ACCEPTABLE USE. You agree not to use the Program or our Company for any unlawful purpose or any purpose prohibited under this Agreement. You agree not to use the Program in any way that could damage our websites, products, services, or the general business of the Company. You further agree not to use the Program:
- to harass, abuse, or threaten others or otherwise violate any person’s legal rights;
- to violate any intellectual property rights of the Company or any third party;
- to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- to perpetrate any fraud;
- to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
- to publish or distribute any obscene or defamatory material;
- to publish or distribute any material that incites violence, hate, or discrimination towards any group; or
- to unlawfully gather information about others.
7. LEGAL COMPLIANCE. You agree to comply with all laws, regulations, orders and guidelines applicable to you and to the Program.
a. FTC Compliance. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers. We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner. We cannot and do not provide legal advice, but you must post a conspicuous notice on your website regarding the Program. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
b. Data Privacy. We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the such data privacy and security laws and regulations or requests which you may receive from data subjects.
8. NO WARRANTIES. Your use of the Program is at your sole and exclusive risk. The Program and any services provided by us are on an “AS IS” basis. The Company hereby expressly disclaims any and all express and implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability and non-infringement. The Company makes no warranty that the Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranty as to the reliability or accuracy of any information. This section is subject to applicable law.
9. LIMITS ON LIABILITY. To the maximum extent permitted by applicable law: (a) the maximum liability of the Company arising from or relating to this Agreement is limited to one hundred dollars ($100.00) or the amount of Referral Fees owed to you, whichever is higher; and (b) the Company is not liable for any lost profits, savings or revenues, or for any consequential, special, incidental, exemplary or punitive damages.
10. INDEMNITY. You agree to defend and indemnify the Company and hold us harmless from and against any and all legal claims, suits, actions, proceedings, demands, costs, penalties, fees, fines, damages, judgments, settlements and expenses (including reasonable attorney’s fees) which may arise from or relate to your use or misuse of the Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
11. TERMINATION. The term of this Agreement will begin when we accept you into the Program. It can be terminated by either us or you at any time with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms of it, including violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations. No Referral Fees will be earned after termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
12. GOVERNING LAW; JURISDICTION. This Agreement is governed by the laws of Hawaii, without regard to its conflicts of law principals. Any action relating to the subject matter of this Agreement may be brought only in the courts located in Honolulu, Hawaii, and each party irrevocably submits to the exclusive jurisdiction of such courts. Each party hereby waives any and all arguments and defenses concerning the venue or convenience of the forum.
13. AMENDMENTS. We may amend this Agreement from time to time. If we do so, we will send a notice to the email we have on file with you and the amendment will take effect 30 days thereafter. If you do not agree to such amendment, you must notify us in writing prior to the date such amendment takes effect, and you will no longer be able to Participate in the Program. The date this Agreement was last amended in posted at the end of this Agreement.
14. GENERAL.
a. Entire Agreement. This is the entire agreement of the parties relating to the subject matter hereof, and supersedes and merges all prior and contemporaneous agreements, understandings, representations and warranties.
b. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
c. Severability. If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
d. No Waiver. In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
e. Headings for Convenience. Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
f. Interpretation. This Agreement shall not be interpreted against or in favor of either party.
g. Execution. This Agreement may be executed electronically, including by you clicking a link or box to accept this Agreement. As soon as you do so, the Company is also bound to this Agreement with respect to you; it does not have to be separately executed by Company.
Last Amended: August 25, 2020
Contact Us: affiliates@agathongroup.com