Merchant provided Terms of Agreement:
AFFILIATE COMPLIANCE AGREEMENT
This Affiliate Compliance Agreement (the "Agreement") is made by and between Cloudways ("www.cloudways.com"), and you, as an Affiliate utilizing the Shareasale.com service ("You", "Your", "Affiliate").
The following Terms and Conditions (T&C, Terms or Agreement) apply to your participation in the Affiliate Program offered by Cloudways (we, us, our) or any of our affiliated entities. The Affiliate Program (the Program) allows you (the Affiliate, your) to promote Cloudways services and receive commissions as set out in this T&C. The Terms and Conditions incorporate by reference our Acceptable Use Policy (AUP) and our Privacy Policy.
You must agree to abide by the terms and conditions contained in this Agreement in order to be a Cloudways affiliate. Please read this Agreement carefully before applying for and becoming an affiliate of Cloudways. By becoming a Cloudways affiliate, you indicate Your acceptance of this Agreement and its terms and conditions.
Affiliate Service Agreement
You must agree to abide by the terms and conditions contained in the Affiliate Service Agreement, which is made by and between Shareasale.com, Inc., an Illinois, USA corporation ("shareasale.com"), and you, as an Affiliate utilizing the Shareasale.com service ("You", "Your", "Affiliate").
1. YOUR RESPONSIBILITIES
As a Cloudways Affiliate, you agree that:
-You should act in good faith to refer customers in good standing. Customers in good standing are hosting account owners who have provided valid contact information, are not flagged for fraud risk, have active accounts as per the Cloudways Terms of Service and actively use their accounts. Active account usage is determined at our sole discretion and may be based on the following: The referred customer has maintained an active account with a running server on the Cloudways platform and that the user has not canceled the account subscription or churned out.
-You should not take action or make recommendations to your referrals that result in a potential revenue loss for Cloudways.
-You should not engage in incentivized programs and business-opportunity sites, using marketing practices that might be unethical or likely to attract customers, not in good standing.
-You should not use on behalf of your referrals or encourage your referrals to use on their Cloudways accounts any copyrighted or third-party material without the proper licenses.
-You should not copy, alter or modify any icons, buttons, banners, graphics, files or content contained in Cloudways Links, including but not limited to removing or altering any copyright or trademark notices, without prior written approval from us.
-You should not engage in any SEO/spam link building techniques in order to generate more referrals for Cloudways.
-You agree not to violate any applicable law.
-You should be loyal to Cloudways and should not misuse its confidence and shall not damage its reputation.
-You are required to disclose the affiliate relationship with Cloudways on your website.
If we detect a pattern in your affiliate practices that in our reasonable opinion violates any aspect of the T&C, we reserve the right to suspend or terminate your affiliate account and cancel all outstanding commission payments due.
2. AFFILIATE ADVERTISING
When advertising our services, you should use only promotional materials approved by Cloudways. Approved materials are only those we provide in your Affiliate Area or the ones that a Cloudways representative approves in writing. Approved materials may contain the Cloudways trade names, service marks, and/or logos for display on your Affiliate Site and slogans. We hereby grant you a limited, non-exclusive, non-transferable license to access and download such promotional materials for placement on your website for the sole and exclusive purpose of promoting websites owned, operated or controlled by Cloudways. By using such promotional materials, you agree to work with us in order to establish and maintain approved promotional materials.
Upon termination of your affiliate account, the limited, non-exclusive license to access and download promotional materials of Cloudways shall be automatically withdrawn.
Inappropriate ways of advertising include, but are not limited to:
-Using any illegal or spam method of advertising, e.g. unsolicited email, unauthorized placing of the link in forums, newsgroups, message boards etc.;
-Bidding on keywords and phrases containing the “Cloudways” trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval. You are not allowed to use the Cloudways Website(s) as display URL in PPC ads and to direct-link or redirect to the Cloudways Website(s) without our prior approval;
-Using non-unique copyright infringing content to promote Cloudways;
-Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;
-Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;
-Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;
-Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;
-Using iframes or any other techniques or technology that places your affiliate tracking cookie by any means other than an actual click-through;
-Using link cloaking or masking techniques or technology with the goal to promote Cloudways on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;
-Your website(s) must NOT contain lewd, obscene, illegal or pornographic material or any other material that is deemed to be objectionable. This includes, but is not limited to, bigotry, hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature, etc. The designation of any materials as such is subject to our reasonable opinion;
-Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the “Clouways” trademark or any other variations or misspellings confusingly similar to Cloudways trademark, name, logo or domain name, without our prior approval;
-Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names unless you have been duly authorized by the trademark owner.
Cloudways 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.
3. AFFILIATE TRACKING COOKIES
We track affiliate sales automatically through the use of cookies. The cookies are placed in the browser of the user that clicks on the affiliate link to reach our website. Each cookie is stored for 90 days. If there is a previous affiliate cookie in the same user’s browser the new cookies will overwrite it. Cloudways is not responsible for cookies intentionally deleted by users.
4. AFFILIATE COMMISSIONS
We shall pay you a per-sale commission for any valid sale you refer to Cloudways. For a valid sale ALL of the following are true:
-The customer first signs up from your referral link as a lead (trial account) on which you are eligible to be paid a minimum amount of $0.01.
-You are eligible for a sale commission amount once the lead (trial account) becomes a paying customer and maintains an active account with a running server.
-The sale was made as a result of your active referral efforts. We determine that if any of the following is true:
i) At the time of order the customer has an active cookie indicating you as the last affiliate who referred them to our website, provided that the customer has not reached our website through a search engine with a search string not containing the Cloudways name;
ii)You claim that you have referred a customer no later than 45 days from their order date, the customer does not object to that claim and we do not have information that attributes the sale to another advertising channel.
-Your affiliate account must be active at the time of the sale. No commission is due for sales that were made before you registered for our Affiliate Program.
-The customer you refer has not used our services before and has not signed up for an affiliate account with us before.
-The customer completed their order processes without any assistance from you, including when you act on behalf of the customer.
-The sale is for any of our web hosting plans. Sales for other services or additional account features do not qualify for commissions.
-The referred customer has maintained an active account with a running server on our platform and that the user has not canceled the account subscription or churned out.
-Sales of hosting accounts that are canceled by the customer or suspended by Cloudways for any reason do not qualify for an affiliate commission.
-Two Tier Commission: Existing affiliates can refer new affiliates to Cloudways and earn a mutually agreed percentage of their referred affiliate’s monthly payable commission.
We reserve the right to mark any sale as invalid at our own discretion, without providing any explanation or justification.
5. COMMISSION PAYMENTS
Cloudways shall pay all affiliate commissions based on the structure and in the US dollar currency unless a custom agreement exists in writing. The sale gets approved when the referred client starts using our hosting services.
For Cloudways hosting plans, we require new referred customers to maintain an active account for 45 days with an active server on the Cloudways Platform and not cancel the account subscription.
ShareASale issues payments on the 20th of every month, so your commission is set for the first 20th day following the minimum active account period of 45 days for hosting services.
We reserve the right to extend the holding period as set out in the T&C and without prior notice for as long as is reasonably necessary in order to establish the validity of a sale.
We may suspend your commission payouts at any time and for any period, if we suspect fraudulent or other improper activity or a potential violation of this Agreement by you or any customer you refer.
We reserve the right to deduct from your current and future commissions any and all commissions paid out for sales that are fraudulent, questionable, or canceled. Where no current and future commissions are due, we will send you a bill for the balance of such refunded purchase upon termination of the program or termination of the referred customer account.
6. RELATIONSHIP OF THE PARTIES
Both Cloudways and the Affiliate agree that they enter into this Agreement as independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between them. The Affiliate has no authority to make or accept any offers or representations on behalf of Cloudways. The Affiliate cannot make any statement, whether on the Affiliate website or otherwise, that reasonably would contradict anything in this section.
7. ACCOUNT TERMINATION
You can cancel and terminate your affiliate account at any time by contacting us through your Affiliate Area. We will send you written confirmation that your account has been terminated.
-Cloudways can terminate an affiliate account:
i) With a seven-day prior notice without explanation.
ii) Immediately with no prior notice, if you or your affiliate account violate the Affiliate Program Terms and Conditions.
Once an affiliate account is terminated, we will no longer track the sales associated with the affiliate and you will not qualify for future affiliate commissions. Any commissions due at the time of termination will be paid to the Affiliate as per payout criteria. No outstanding commission payments will be due if we terminate your account because of the violation of this T&C.
Upon termination of the affiliate account, this Agreement shall be automatically terminated.
8. LIMITATION OF LIABILITY
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD US OR OUR LICENSORS, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS AND/OR THIRD PARTY VENDORS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE TO YOU WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIMS OF LIABILITY UNDER THIS AGREEMENT OR UNDER ANY OTHER DOCUMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU AGREE THAT IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
This provision shall survive termination of the Agreement.
i) With a seven-day prior notice without explanation.
ii) Immediately with no prior notice, if you or your affiliate account violate the Affiliate Program Terms and Conditions.
Once an affiliate account is terminated, we will no longer track the sales associated with the affiliate and you will not qualify for future affiliate commissions. Any commissions due at the time of termination will be paid to the Affiliate as per payout criteria. No outstanding commission payments will be due if we terminate your account because of the violation of this T&C.
Upon termination of the affiliate account, this Agreement shall be automatically terminated.
9. GOVERNING LAW
Any dispute, controversy or claim arising under this Agreement shall be resolved in accordance with the legislation in the jurisdiction of Malta.
10. CHANGES TO THE AFFILIATE PROGRAM TERMS
We may alter this Agreement and any policies or provisions incorporated by reference at any time. The amendments and/or supplements of the Agreement shall be effective immediately upon posting to the Shareasale network. Only a Cloudways officer may alter this T&C. No agent of, or person employed by or under contract with, Cloudways has any authority to alter or vary this T&C in any way. No oral explanation or oral information given by any party shall alter the interpretation of this T&C.
