Terms of Service


NETFIRMS REWARDS PROGRAM® AFFILIATE AGREEMENT

If YOU accept this Agreement without reading it in its entirety, YOU are still bound by this Agreement in its entirety.

The following constitutes the entire agreement between Netfirms Inc. (NETFIRMS) and you (YOU / YOUR / AFFILIATE).

1. Agreement: YOU hereby agree to participate in the NETFIRMS REWARDS PROGRAM® in exchange for payment in accordance with the Commission Schedule as posted at www.netfirms.com, subject to terms and conditions as prescribed by the NETFIRMS REWARDS PROGRAM® and the terms and conditions stated herein. NETFIRMS® may for any reason in its sole discretion refuse to approve a potential AFFILIATE for participation in the NETFIRMS REWARDS PROGRAM®.

2. Performance: In participating in this program, YOU agree to use and promote banners and text links as provided by NETFIRMS®, for the sole-purpose of promoting NETFIRMS® Web hosting and domain products in this affiliate program. YOU agree to not unreasonably alter these banners and text links so as to affect branding or operational integrity. YOU further agree to fully cooperate with NETFIRMS® in order to maintain and establish such links.

3. Ineligible Referrals: AFFILIATE referrals and sales made as a result of typo-squatting or alleged typo-squatting domain names, domain names or Web sites that infringe or allegedly infringe third party intellectual property rights, through misleading advertisements or incentives, through any other affiliate programs, by personal or word-of-mouth referral, or through any conduct that NETFIRMS® considers in its sole discretion to be suspicious or burdensome to NETFIRMS® is ineligible for payment and receipt of commission payment, and may be grounds for termination of this Agreement by NETFIRMS® without any compensation to AFFILIATE.

4. Artificial Commission Inflation: AFFILIATE will not be paid commissions on (a) renewal customer subscriptions, (b) duplicate customer subscriptions, including but not limited to customer subscribers who cancel a subscription and re-subscribe under the same or a new user name within 3 (three) months of canceling their previous subscription, or (c) any other new customer subscribers who are the result of unreasonable re-subscription activity by customer clicking from the applicable AFFILIATE.

5. Commission Schedule: NETFIRMS® agrees to pay AFFILIATE the commission rates as prescribed at www.netfirms.com.

6. Payment Terms: Payment of commissions by NETFIRMS® is subject to AFFILIATE earning a minimum commission of $100.00 USD (one hundred US dollars), and a withholding period of not less than 60 (sixty) days from the date of the last transaction surpassing the minimum commission threshold of $100.00 USD (one hundred US dollars). In the event of termination of this Agreement, NETFIRMS® agrees to pay AFFILIATE any commissions then owing, subject to the withholding period of not less than 60 (sixty) days from the last transaction. If any customer acquired by AFFILIATE applies for a refund, charge-back or cancellation, the commission payable to AFFILIATE will be reduced by the amount refunded, charged-back or cancelled accordingly, regardless of when such refund, charge-back or cancellation is requested.

7. Tracking Commissions: NETFIRMS® agrees to provide AFFILIATE with an on-line real-time account manager to track sales made and commissions owing. In the event of any dispute regarding sales made or commissions owing, the on-line account manager will automatically be deemed to be correct, and will prevail in any dispute between NETFIRMS® and AFFILIATE as to any amount owing.

8. Stand-Alone Program: This affiliate program is a stand-alone program, and cannot be combined with any other incentive or affiliate program directly or indirectly provided or endorsed by NETFIRMS®. In the event of any dispute regarding the application of a Commission Schedule between this Agreement and any other NETFIRMS® Agreement, this Agreement and Commission Schedule will prevail.

9. Last-Click Rule: Wherein any dispute arises between NETFIRMS® and any AFFILIATE or between one AFFILIATE and another, in respect of referral clicks not resulting in a sale for one AFFILIATE but so resulting in a sale for the other AFFILIATE, YOU agree that the last AFFILIATE to register a click-through prior to such a sale will automatically be deemed to be entitled to the relevant commission, subject to the other terms of this Agreement.

10. Updated Information: It is the sole responsibility of AFFILIATE to ensure that NETFIRMS® at all times has up-to-date, correct and accurate contact information for AFFILIATE including full legal name, proper postal address, telephone number including area code, and e-mail address.

11. Customers: Customers acquired by AFFILIATE through this program automatically become the customers of NETFIRMS for the acquired products, and remain the customers of NETFIRMS during, and upon expiration or termination of this Agreement.

12. Advertising: Where AFFILIATE purchases advertising through on-line search engines and bids on keyword search terms, AFFILIATE agrees not to bid on or purchase any keyword search terms incorporating the NETFIRMS trade-mark or any trade-mark confusingly similar thereto.

13. Grounds for Termination: AFFILIATE may be immediately terminated if at any time, in NETFIRMS® sole discretion, AFFILIATE engages in any of the following:

i) promotion of the affiliate program by means of unsolicited or mass e-mail (SPAM) including sending or promoting e-mails with false, altered or anonymous sender, domain name or Internet protocol (IP) information, or false or misleading subject or taglines;

ii) promotion of the affiliate program by means of adware, spyware or parasiteware technology or techniques known and unknown as of the date of this Agreement;

iii) promotion of the affiliate program through links suggestive of or including alleged pornography, inflammatory content, or any content NETFIRMS® deems in its sole discretion to be inflammatory, outrageous, offensive, illegal subject to the laws of any sovereign jurisdiction, or otherwise constitute an administrative burden to NETFIRMS®;

iv) promotion of the affiliate program by means of unsolicited or mass facsimile transmission or conventional mailing, including sending or promoting such transmissions or mailings with false, altered or anonymous sender information, or false or misleading language incorporated therein;

iv) promotion of the affiliate program by means of browser pop-up ad windows or any other means not authorized by NETFIRMS®; or

v) promotion of the affiliate program by e-mail or any other means suggesting or misrepresenting communications or promotions from AFFILIATE as being directly from NETFIRMS®, or as being an official NETFIRMS® communication.

14. Termination (General): This Agreement may be terminated by either NETFIRMS® or AFFILIATE for any reason, on 10 (ten) days written notice by e-mail, in the case of NETFIRMS® to affiliatemanager@netfirms.com, and in the case of AFFILIATE, to AFFILIATEs last known e-mail address as recorded by NETFIRMS®. If AFFILIATE breaches any term of this Agreement at any time, NETFIRMS® may in its sole discretion immediately terminate this Agreement and cease any responsibility for any obligations then owing, without any compensation to AFFILIATE. Upon a breach of any term of this Agreement, NETFIRMS® explicitly reserves the right to permanently withhold any commissions owing to AFFILIATE, regardless of whether those commissions were legitimately earned otherwise. NETFIRMS reserves the right to pursue all remedies against AFFILIATE for any breach of this Agreement.

15. Limitation of Liability: The maximum liability of NETFIRMS® under this Agreement is the value of any commissions owing to AFFILIATE without interest and subject to the 60 (sixty) day withholding period, and AFFILIATE explicitly acknowledges and accepts such limited liability. AFFILIATE explicitly foregoes and waives any other remedy against NETFIRMS®, and agrees to not hold NETFIRMS® liable for any indirect, special or consequential damages to AFFILIATE regardless of foreseeability or cause.

16. Indemnity: AFFILIATE agrees to indemnify and hold NETFIRMS® harmless from all claims, damages and expenses including legal fees and disbursements, relating to the development, operation, maintenance and content of AFFILIATEs Web site and dealings under this Agreement.

17. Assignment: AFFILIATE may not assign this Agreement without the explicit written consent and authorization of NETFIRMS®. NETFIRMS® may assign this Agreement upon 10 (ten) days written notice to AFFILIATE by e-mail.

18. Modification: NETFIRMS® may modify the terms of this Agreement from time-to-time as required, upon written notice of 10 (ten) days to AFFILIATE by e-mail.

19. Warranty: AFFILIATE warrants that all information submitted by AFFILIATE to NETFIRMS® in connection with this Agreement is true, accurate and correct, without any material omission. NETFIRMS® makes no warranties or representations regarding the fitness of this affiliate program for any particular purpose.

20. Proprietary Rights: AFFILIATE is hereby granted a non-exclusive, non-transferrable licence to copy onto and display from AFFILIATEs Web site, links, promotional materials, and NETFIRMS® trade-marks as provided by NETFIRMS®. All links, promotional materials and NETFIRMS® trade-marks will at all times remain under the care, control, review and ownership of NETFIRMS®, and must be used in accordance with the terms and standards as prescribed by NETFIRMS® both in accordance with this Agreement, and as stated from time-to-time orally or in writing. AFFILIATE does not accrue any ownership rights in any of said links, promotional materials or trade-marks.

21. Force Majeure: NETFIRMS® is not liable for any delay or failure in performance of any term under this Agreement resulting from acts of nature, forces or causes beyond its reasonable control including Internet failures, Denial of Service attacks, fire, flood, power loss, virus attacks, malicious third party attacks, riots, insurrections, civil or military disturbance, equipment failure, strikes, labour disputes, government actions, orders of domestic or foreign courts or tribunals, non ¨˘performance of third parties, terrorist attacks in any form, or loss of or fluctuations in heat, light or air conditioning.

22. Entire Agreement: This Agreement represents the entire agreement and total understanding between NETFIRMS® and AFFILIATE.

23. Choice of Law: This Agreement is governed by the laws of Ontario, Canada. AFFILIATE irrevocably attorns to the jurisdiction of the courts of Ontario, Canada for any and all disputes in connection with same. Any challenge to the choice of law of this Agreement must be made in Ontario, Canada, unless NETFIRMS® explicitly consents otherwise.

24. Relationship of Parties: By entering into this Agreement, AFFILIATE becomes an independent contractor to NETFIRMS® only. Nothing in this Agreement creates any partnership, agency, franchise or employment relationship between NETFIRMS® and AFFILIATE, and the authority of AFFILIATE is strictly limited to conduct as prescribed in the NETFIRMS REWARDS PROGRAM®. AFFILIATE has no authority to make or accept any offers or representations on behalf of NETFIRMS®, and AFFILIATE is not permitted to make any statements or representations in any manner that otherwise contradicts this provision. AFFILIATE is solely responsible for all local, national and international taxation consequences in respect of this Agreement.