FORM OF MASTER AGREEMENT
The following form of master agreement (the "Form") can be used by any site
owner selling products and services ("Merchant") and any site owner that wishes
to promote and link to the Merchant's site ("Partner"), to confirm the terms and
conditions that will apply to advertising and commission engagements they enter
into via Shareasale.
MASTER AGREEMENT
This Master Agreement ("Agreement") is made between Mochahost.com
("Merchant") and [insert name of Partner] ("Partner").
BACKGROUND
Partner and Merchant are each enrolled in the Shareasale.
Partner and Merchant each desire to establish the general terms and conditions
which shall govern advertising and commission arrangements between Partner and
Merchant which result from their participation in Shareasale.
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements.
1.1. From time to time, Merchant may post on Shareasale offers to
pay to other participants a specified commission in return for certain
advertising services leading to a Qualifying Link (defined below). If such
offers receive an identification number from Shareasale they
shall be deemed to be an "Offer" for purposes of this Agreement. The term
"Offer" shall also include any counter-offers resulting from an Offer.
1.2. If an Offer made by one party is accepted by the other party in accordance
with the Offer's terms via Shareasale, an "Engagement" will have
been formed. Each Engagement shall have the same identification number as the
original Offer that lead to the Engagement and shall be governed by the terms
and conditions of this Agreement. However, in the event of any inconsistency
between the terms of the specific Engagement and the terms of this Agreement,
the terms of the Engagement shall govern.
1.3. At any time prior to Partner providing a Qualifying Link, Merchant may with
or without notice (a) change, suspend or discontinue any aspect of an Offer or
an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted
by Merchant for an Offer or an Engagement. Partner agrees to promptly implement
any request from Merchant to remove, alter or modify any graphic or banner ad
submitted by Merchant that is being used by Partner as part of an Engagement.
2. Partner's Responsibilities.
2.1. Partner will link its site to areas within Merchant's site using special
URLs specified in the Engagement (the "Required URLs"). Partner may post as many
links to the Required URLs and the rest of Merchant's site as it likes on
Partner's site. The position, prominence and nature of links on the Partner's
site shall comply with any requirements specified in the Engagement, but
otherwise will be in the discretion of Partner.
2.2. Partner agrees not to make any representations, warranties or other
statements concerning Merchant, Merchant's site, any of Merchant's products or
services, or Merchant's site policies, except as expressly authorized by the
Engagement.
2.3. Partner is responsible for notifying Merchant and Shareasale
of any malfunctioning of the Required URLs or other problems with Partner's
participation in the Engagement. Merchant will respond promptly to all concerns
upon notification by Partner.
3. Commissions.
3.1. Merchant agrees to pay Partner the commission specified in the Engagement if
Merchant sells to a visitor to Merchant's site (a "Customer") a product or
service that is the subject of the Engagement and if that Customer has accessed
Merchant's site and purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from Partner's site to Merchant's using one
of the Required URLs or any other URL provided by Merchant for use in The
Shareasale if it is the last link to the Merchant's site that the
Customer uses during a Session where a sale of a product or a service to
Customer occurs. A "Session" is the period of time beginning from a Customer's
initial contact with Merchant's site via a link from the Partner's site and
terminating when the Customer either returns to the Merchant's site via a link
from a site other than Partner's site or the Engagement expires or is
terminated.
3.3. Merchant shall have the sole right and responsibility for processing all
orders made by Customers. Partner acknowledges that all agreements relating to
sales to Customers shall be between Merchant and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable
will be made by Shareasale and will be final and binding on both
Merchant and Partner. Prices for the products will be set solely by Merchant in
its discretion.
3.5 If an affiliate is promoting our coupons and is only bidding on coupon related terms such as "Mochahost Coupons" or "Mochahost Specials" in order to receive the full 50% commission they must promote us on more then one placement on their site such as the hosting category or homepage. If the affiliate does not promote us on the hosting page or homepage their commission will be reduced to 25%. If the affiliate is only bidding on a terms such as "Mochahost Coupons" or "Mochahost Specials" and does not feature us anywhere on the site there commission will be reduced to 10%.
3.6 We do not pay any commissions on domain name sales.
4. Search Marketing:
4.1. You will not outbid Mochahost for search-hits through any search engine for
any Mochahost trademark or term substantially similar to a Mochahost trademark
or product name; if you do so accidentally, Mochahost may provide notice to you.
Immediately upon notice from Mochahost that you are outbidding Mochahost, you
will make best efforts to lower your cost per click (CPC) payment offer as promptly
as possible.
4.2. You will not include any Mochahost trademark in your URL; for example, you may
not utilize a URL with "Mochahost" or "TTB" in the address.
4.3. Affiliates must not directly link to the Mochahost.com web site, but rather must
land users on the Affiliates' own web sites.
4.4. Affiliates must include copy in their search engine advertising so that users are
clearly advised at all times, from landing on such Affiliates' web pages onward, that
all such URLs are run by Affiliates and not Mochahost itself.
5. Ownership and Licenses.
5.1. Each party owns and shall retain all right, title and interest in its
names, logos, trademarks, service marks, trade dress, copyrights and proprietary
technology, including, without limitation, those names, logos, trademarks,
service marks, trade dress, copyrights and proprietary technology currently used
or which may be developed and/or used by it in the future.
5.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to
use, reproduce and transmit the name, logos, trademarks, service marks, trade
dress and proprietary technology, as designated in the Engagement or during the
registration process in Shareasale, on Partner's site solely for
the purpose of creating links from Partner's site to Merchant's site during
Engagements. Except as expressly set forth in this Agreement or permitted by
applicable law, Partner may not copy, distribute, modify, reverse engineer, or
create derivative works from the same. Partner may not sublicense, assign or
transfer any such licenses for the use of the same, and any attempt at such
sublicense, assignment or transfer is void.
5.3. Partner grants Merchant a non-exclusive, worldwide, royalty-free license to
use, reproduce and transmit any graphic or banner ad submitted by Partner solely
for co-branding purposes or as a return link from Merchant's site to Partner's
site. Merchant will remove such graphic or banner ad upon Partner's request.
6. Termination.
6.1. Either party may terminate any Engagement at any time by deleting their
acceptance of the Engagement through Shareasale. Termination of
an Engagement shall not terminate this Agreement or any other Engagement.
6.2. Either party may terminate this Agreement at any time, for any reason,
provided that they provide at least five day's prior written notice of such
termination to the other party and Shareasale. Termination of
this Agreement shall also terminate any outstanding Engagements. However, all
rights to payment, causes of action and any provisions which by their terms are
intended to survive termination, shall survive termination of this Agreement.
7. Representations.
7.1. Each party represents to the other that (a) it has the authority to enter
into this Agreement and sufficient rights to grant any licenses granted hereby,
and (b) any material which is provided to the other party and displayed on the
other party's site will not (i) infringe on any third party's copyright, patent,
trademark, trade secret or other proprietary rights or right of publicity or
privacy; (ii) violate any applicable law, statute, ordinance or regulation;
(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v)
violate any laws regarding unfair competition, antidiscrimination or false
advertising; (vi) promote violence or contain hate speech; or (vii) contain
viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful
or deleterious programming routines.
7.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Cross-Indemnification.
8.1. Each party hereby agrees to indemnify, defend and hold harmless the other
party and its affiliates, directors, officers, employees and agents, from and
against any and all liability, claims, losses, damages, injuries or expenses
(including reasonable attorneys' fees) brought by a third party, arising out of
a breach, or alleged breach, of any of its representations or obligations
herein.
9. Limitation of Liability.
9.1. In no event shall either party be liable to the other party for any direct,
indirect, special, exemplary, consequential or incidental damages, even if
informed of the possibility of such damages.
10. General.
10.1. Each party shall act as an independent contractor and shall have no
authority to obligate or bind the other in any respect.
10.2. The parties agree that Shareasale is an intended third party beneficiary under this Agreement.
10.3. This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the state of Merchant's headquarters. Any action to
enforce this Agreement shall be brought in the federal or state courts located
in that state. If you need to send official correspondence, send it via
registered mail to Merchant's headquarters to the attention of Merchant's legal
department.
10.4. This Agreement may be agreed to in more than one counterpart, each of
which together shall form one and the same instrument. The parties agree that
execution may be achieved in any format convenient to the parties.
10.5. The provisions of this Agreement are independent of and separable from
each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others of
them may be invalid or unenforceable in whole or in part.
