Affiliate Program Agreement

This Affiliate Program Agreement ("Agreement") is made and entered into by and between UltaHost ("Company" or "UltaHost") and the affiliate ("Affiliate" or "You" or “Customer”). This Agreement governs the terms and conditions of your participation in the UltaHost Affiliate Program (the "Program").

This Agreement sets forth the terms and conditions of your use of the Affiliate Program (the "Affiliate Program" or the "Services"). Your electronic acceptance of this Agreement signifies that you have read, understood, acknowledged and agreed to be bound by this Agreement, along with UltaHost's terms and conditions as available on its site, which is incorporated herein by reference. The terms "we", "us" or "our" shall refer to UltaHost. The terms "you", "your", "User", "customer" or "Affiliate" shall refer to any individual or entity who accepts this Agreement.

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. UltaHost, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the UltaHost website (this "Site").

You acknowledge and agree that

• UltaHost may notify you of such changes or modifications by posting them to this Site
• Your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Revised" date at the top of this page) shall constitute your acceptance of this Agreement as last revised.

Program Participation

• Enrolment: To become an affiliate, you must complete the online application on our website and agree to the terms of this Agreement. We reserve the right to accept or reject any application at our sole discretion.

• Eligibility: You must be at least 18 years old to participate in the Program. You warrant and represent that you have the legal authority to enter into this Agreement and that your participation in the Program does not violate any applicable laws or regulations.

• Non-Exclusivity: This Agreement does not create an exclusive relationship between UltaHost and the Affiliate. Both parties remain free to enter into similar agreements with other parties.

Affiliate Responsibilities

• Promotion: As an Affiliate, you agree to promote UltaHost's products and services using the designated affiliate links, banners, and marketing materials provided by UltaHost. You will make reasonable efforts to actively and effectively market UltaHost's offerings to your audience.
• Compliance with Laws: You will ensure that your promotional activities and content comply with all applicable laws, regulations, and industry standards. This includes, but is not limited to, complying with regulations related to privacy, spam, intellectual property, and consumer protection.
• Ethical Marketing Practices: You agree to engage in ethical marketing practices and represent UltaHost and its products and services in an accurate and truthful manner. You will not engage in any misleading, deceptive, or fraudulent practices that may harm the reputation of UltaHost or its offerings.
• Content and Website Compliance: You are responsible for the content on your website, blog, or other promotional platforms. You agree that your content will not contain any unlawful, defamatory, or objectionable material. You will also ensure that your website or platform complies with all applicable laws and regulations, including those related to data privacy and user consent.
• Endorsements and Testimonials: If you provide any endorsements or testimonials regarding UltaHost's products or services, you will clearly disclose your relationship as an affiliate and that you may receive compensation for referrals. You will comply with the guidelines provided by regulatory authorities regarding such endorsements and testimonials.
• Prohibited Activities: You will not engage in any activities that may harm UltaHost's reputation or business interests. Prohibited activities include, but are not limited to, engaging in spamming, unethical link-building practices, keyword bidding on UltaHost's trademarks, and any other activity that violates this Agreement or applicable laws.
• Customer Support: As an Affiliate, you are not responsible for providing customer support or handling customer inquiries, unless explicitly agreed upon in writing with UltaHost.
• Compliance with Program Guidelines: You will comply with any additional guidelines, policies, or instructions provided by UltaHost regarding the Affiliate Program. Failure to adhere to these guidelines may result in the termination of your participation in the Program.
• Reporting and Communication: You will provide accurate and timely reporting of your promotional activities and referral statistics as requested by UltaHost. You agree to promptly respond to any communications or inquiries from UltaHost regarding your participation in the Program.
• Indemnification: You agree to indemnify, defend, and hold UltaHost harmless from any claims, damages, losses, or expenses (including attorneys' fees) arising out of or related to your actions or omissions as an Affiliate, including any breach of this Agreement or violation of applicable laws.
• The Affiliate must act in good faith and refer clients in good standing. Clients in good standing are your referred web hosting account owners that have provided valid contact information, have active accounts that do not exceed any limitations as per the UltaHost Terms of Service, and are not flagged for high fraud risk. Active account refers to your referred new users who have created an account and have not canceled it in more than 30 (thirty) days.
• None of UltaHost’s copyrighted images, banners, icons, graphics or any other content may be modified, copied or altered by any Partner.
• Self-referral methods, clicking on your own affiliate link and banners, making orders via your unique affiliate link is not allowed, or using VPN services to make purchases using your own affiliate link is considered violations. Such violation may result in the loss of all accrued rewards and dismissal from the affiliate program.
• You shall not engage in black hat SEO or spam link-building techniques.

By participating in the UltaHost Affiliate Program, you acknowledge and agree to fulfill these responsibilities to the best of your abilities and in compliance with all applicable laws and regulations.

AFFILIATE ADVERTISING

Only promotional materials approved by UltaHost may be used in the Affiliate’s Site in order to advertise UltaHost. By signing this agreement, a non-exclusive, limited and non-transferable license is awarded to you to access, download and place the approved promotional material on your website with the sole purpose to promote websites operated, controlled, and owned by UltaHost. 

If by the decision of any party the Affiliate Agreement is terminated, such award is revoked.

UltaHost shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in a warning, suspension or termination of your affiliate account and cancellation of all outstanding Commission payments due. Additionally, any rude, aggressive or offensive in any means of communication with the dedicated affiliate manager will result in a permanent ban from the Affiliate Program with no exceptions made. 

AFFILIATE TRACKING COOKIES

Affiliate sales are tracked using cookies. Cookies are automatically placed in the browser of the clicker that reaches our website. Cookies are stored for up to 90 days. If cookies are intentionally deleted, UltaHost cannot be held responsible for such.

COMMISSION AND PAYMENT

• Commission Structure: UltaHost will pay you a commission based on the agreed-upon commission structure, which will be communicated to you separately. The commission structure may be subject to change at UltaHost's sole discretion. If a sale is successful and the Affiliate’s link was indeed used, the Affiliate will receive 60% of the sale amount, i.e if a user invoice generated $100.00 for the 1-year plan, the Affiliate will receive $60.00. This is a once-off payment.
• Qualified Referrals: A qualified referral is a customer who signs up for UltaHost's products or services using your unique affiliate link and completes the required payment.
• Commission Calculation: Commissions are calculated based on qualified referrals generated within a defined tracking period, as determined by UltaHost. Commission amounts may vary depending on the specific product or service purchased by the referred customer.
• Chargebacks and Refunds: If a referred customer requests a refund or a chargeback occurs, the corresponding commission will be deducted from your future commission payments.
• Taxes: You are responsible for reporting and paying any applicable taxes on the commissions earned through the Program in compliance with applicable tax laws.

INVOICING

Commission statements are sent to your chosen email address. Payments are made during the 10th and 15th day of each month. The minimum amount for withdrawal is $100.00. for amounts that are above 5K USD UltaHost can pay out only 40% of the amount each month, i.e if a Commission statements invoice is generated with $5000 for the 1-month, UltaHost will allow withdrawing 40% of the amount which is 2000$ and the rest will be paid off in next upcoming month.

INTELLECTUAL PROPERTY

• Limited License: UltaHost grants you a non-exclusive, non-transferable, revocable license to use the provided marketing materials solely for the purpose of promoting UltaHost's products and services within the scope of this Agreement.
• Trademarks and Branding: You may use UltaHost's trademarks and branding elements only as expressly authorized by UltaHost. You may not alter or modify these materials without prior written consent from UltaHost.
• Intellectual Property Ownership: UltaHost retains all rights, title, and interest in its trademarks, branding, intellectual property, and any materials provided to you under this Agreement.

TERMINATION

• Termination by Either Party: UltaHost may terminate this Agreement at any time, with a fourteen-day notice without providing any explanation., with or without cause. The notice of termination may be sent via email or other written means.
• Consequences of Termination: Upon termination of this Agreement, all rights and licenses granted to the Affiliate under this Agreement will immediately cease. You will no longer be eligible to earn commissions or receive any benefits or incentives associated with the Program.
• Termination for Breach: UltaHost reserves the right to terminate this Agreement immediately if the Affiliate breaches any provision of this Agreement, including but not limited to engaging in prohibited activities, unethical marketing practices, or non-compliance with applicable laws and regulations. In such cases, UltaHost may withhold any unpaid commissions or seek legal remedies for any damages caused by the breach.
• Commission Payouts: In the event of termination, you will be entitled to receive any unpaid commissions earned prior to the termination date, provided they meet the minimum payment threshold and are in compliance with the terms and conditions of the Program. Any commissions that do not meet these criteria may be forfeited.
• Return of Materials: Upon termination, you agree to promptly return or destroy any materials, marketing assets, or confidential information provided by UltaHost, including but not limited to affiliate links, banners, and promotional content.
• Survival of Provisions: The termination of this Agreement will not affect the validity and enforceability of any provisions that, by their nature, are intended to survive termination, including but not limited to confidentiality, intellectual property rights, and indemnification provisions.
• Post-Termination Obligations: After the termination of this Agreement, you will immediately cease all promotional activities related to UltaHost and its products and services. You will remove all affiliate links, banners, and other marketing materials from your website, blog, or promotional platforms.
• Non-Solicitation: Upon termination, you agree not to directly or indirectly solicit UltaHost's customers or attempt to divert their business to any competitor or similar service provider for a period of 3 months following the termination date.
• Right to Terminate Accounts: UltaHost reserves the right to terminate or suspend the Affiliate's account in the event of inactivity, violation of this Agreement, or for any other reason at UltaHost's sole discretion.

Both parties acknowledge and agree that termination of this Agreement will be without prejudice to any other rights or remedies available to them, whether at law or in equity.

CONFIDENTIALITY

• Confidential Information: During the course of the Affiliate Program, both parties may disclose certain confidential information to each other. "Confidential Information" refers to any non-public information, whether written, oral, or in any other form, that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement. Confidential Information may include, but is not limited to, business plans, financial information, customer data, technology, marketing strategies, and any other information identified as confidential by the Disclosing Party.
• Obligation of Confidentiality: The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Confidential Information and to use it solely for the purpose of performing its obligations under this Agreement. The Receiving Party shall exercise at least the same degree of care in protecting the Confidential Information as it would with its own confidential information of a similar nature, but no less than a reasonable degree of care.
• Exceptions: The obligations of confidentiality shall not apply to any information that:
  • Is already known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records;
  • Is or becomes publicly available through no fault of the Receiving Party;
  • Is received by the Receiving Party from a third party without breach of any confidentiality obligation;
  • Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;
  • Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party to enable it to seek a protective order or other appropriate remedy.
• Use and Disclosure: The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than as necessary to fulfill its obligations under this Agreement. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted by this Agreement or as required by law.
• Return of Confidential Information: Upon termination of this Agreement or at any time upon the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all tangible and intangible copies of the Confidential Information in its possession or control, including any materials or documents containing or referencing the Confidential Information.
• Remedies: The Receiving Party acknowledges that any breach of this confidentiality obligation may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other rights or remedies available at law or in equity.
• Survival: The obligations of confidentiality under this clause shall survive the termination of this Agreement and shall continue for a period of 5 years from the date of termination.

LIMITATION OF LIABILITY

• Disclaimer of Warranties: UltaHost makes no warranties or representations, express or implied, regarding the Program, its products, or services. The Program is provided on an "as is" and "as available" basis.
• Limitation of Liability: To the maximum extent permitted by law, UltaHost shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, the Program, or the use of UltaHost's products and services.

GENERAL PROVISIONS

• Governing Law and Jurisdiction: This agreement shall be governed by and interpreted and enforced in accordance with the laws of state laws of the United States of America and the federal laws of the United States of America applicable therein without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the location of UltaHost’s Headquarters’ location and you irrevocably consent to the jurisdiction of such courts.
• Amendments: UltaHost reserves the right to modify or amend this Agreement at any time. Any changes to the Agreement will be communicated to you through the email address provided during the application process. Your continued participation in the Program after the effective date of the changes constitutes your acceptance of the modified Agreement.

SEVERABILITY

• Invalid or Unenforceable Provisions: In the event that any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent permitted by law.
• Modification of Invalid Provisions: If any invalid, illegal, or unenforceable provision is found to be valid or enforceable to any extent, the parties agree that the provision shall be interpreted and enforced to the maximum extent allowed by law to reflect the original intentions of the parties. If such interpretation or enforcement is not possible, the provision shall be deemed severed from this Agreement, and the remainder of this Agreement shall continue in full force and effect.
• Effect on Rights and Obligations: The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the rights or obligations of the parties under any other provision of this Agreement, which shall continue in full force and effect.
• Modification of Agreement: In the event that any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the parties shall promptly negotiate in good faith to modify the Agreement to achieve the original intent of the parties to the fullest extent possible under applicable law.
• Binding Effect: This severability clause shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, and legal representatives.

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