This 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 the program:

To 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 violence.

  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Promote illegal activities.

  • Include "Spamhippo" or variations or misspellings thereof in their domain names.

  • Otherwise violate 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.
  3. Order processing:
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 commissions:
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 commission schedule:
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 Spamhippo accounts.
  6. Referral commission payment:
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 pricing:
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 license:
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 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 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 service-related materials).

  • 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.

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.
  11. Term of the agreement:

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 CHANGE.
  13. 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.
  14. 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 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 this Agreement.
  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 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 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.