"Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays
Colo-Cloud’s products and Services and/or promotions on its website, or other means, using an affiliate tracking code
in exchange for receiving a commission from Colo-Cloud for sales directly resulting from such display.
"Affiliate Site" - The Affiliate's website which displays Colo-Cloud’s Products and Services and/or promotions.
"Colo-Cloud’s Products and Services" - Web hosting and related products and services that are available for purchase from
Colo-Cloud.
"Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to
Colo-Cloud subject to the Commission Threshold and pursuant to the terms of this Agreement.
“Commission Threshold” - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from
Colo-Cloud.
"Qualified Purchase" - A sale of Colo-Cloud Products and Services by Colo-Cloud, with a term of twelve (12) months or longer,
to a Referred Customer that is not excluded under Section G.
"Referred Customer" - Each new and unique customer referred from Affiliate through a Link (as defined in Section B)
that provides valid account and billing information.
"Registration Form" - Any and all order forms or other signup or acceptance form submitted by a customer to purchase
Colo-Cloud’s Products and Services.
a. Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links
available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your
website as a member of the Affiliate Program and will establish a link from your website or e-mail to Colo-Cloud’s
website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that
your use of the Links must be in compliance with this Agreement at all times. Colo-Cloud may modify the Links from
time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages
to promote Colo-Cloud that are not approved in advance by Colo-Cloud. All Affiliate Sites shall display the Links
prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques
that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with
respect to Colo-Cloud that is going to be displayed on the Affiliate Site must be pre approved by Colo-Cloud in writing.
b. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE
Colo-Cloud TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT
LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “Colo-Cloud IP”) (OR ANY
VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY
OF THE FOREGOING) WITHOUT Colo-Cloud’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE Colo-Cloud
IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR
PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE),
IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY
WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR
CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF
Colo-Cloud IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF Colo-Cloud
IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL
INFRINGEMENT OF Colo-Cloud’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS
FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT),
AND THE OBLIGATION TO PAY Colo-Cloud’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION
OR PROCEEDING IN WHICH Colo-Cloud SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR
WITH REGARD TO ANY OF Colo-Cloud’S INTELLECTUAL PROPERTY RIGHTS.
c. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Colo-Cloud Products
and Services, or other content concerning Colo-Cloud without Colo-Cloud’s prior written consent in each instance.
Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using
banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the Colo-Cloud website
will in no way alter the look, feel, or functionality of the Colo-Cloud website. Any violations of the terms surrounding
links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in
your termination from the Affiliate Program or the withholding of Commission Fees.
Enrollment in the Affiliate Program
a. To begin the enrollment process, you must have an active service. If you do not have an active service, you will not be able to active your affilliate account. The SIgnup Form
can be found at https://clientportal.colo-cloud.com/clientarea.php.
b. We will evalulate your application in good faith and will notify you of your acceptance or rejection in a timely
manner. We may reject your application if we determine (in our sole discretion) that your website is not suitable for
the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion,
unlawful or otherwise violates our Acceptable Use Policy https://clientportal.colo-Cloud.com/terms/acceptable-use-policy.
c. If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain
name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL
to your affiliate account. Colo-Cloud, in its sole discretion, reserves the right to notify any prospective affiliate of their
rejection or removal from the Affiliate Program at any time.
FTC Endorsement Compliance
a. It is the intent of Colo-Cloud to treat all of our customers fairly. Accordingly, we require all Colo-Cloud Affiliates to comply
with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitations,
the Federal Trade Commission (FTC) Endorsement Guides
http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, which require that material connections
between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating
websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of
Colo-Cloud's Products and Services must prominently disclose the fact that you receive compensation for Referred
Customers.
b. For more information and suggestions about how to comply with these guidelines, please visit our page entitled
"Affiliate Disclosure Requirements and Examples" https://clientportal.colo-Cloud.com/terms/affiliate-ftc-requirements. Please
note that this page is only intended to provide guidance. It does not purport to provide legal advice and it does not
guarantee that you'll be in compliance with FTC regulations should you follow the suggestions presented. You are
advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional
activities for which you receive compensation.
c. Colo-Cloud reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we
determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC
regulations or guides that we deem relevant.
Data Security
In addition to the obligations set forth in Section D (FTC Endorsement Compliance), Affiliate shall comply
with all applicable data protection laws regarding the transmission of data exported to or from the United
States or the country in which Affiliate resides, including without limitation, the General Data Protection
Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the "GDPR"). Affiliate,
as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level
of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing
any personal data. Affiliate agrees to promptly assist Colo-Cloud in complying with any data subject rights
request under the GDPR that Colo-Cloud may receive from any individuals referred to Colo-Cloud by Affiliate.
Affiliate further agrees to promptly assist Colo-Cloud in complying with any duties to cooperate with
supervisory authorities under the GDPR.
Order Processing
Colo-Cloud will process orders placed by Referred Customers who follow the Links from an Affiliate Site to Colo-Cloud. We
reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may
establish from time to time. All aspects of order processing and fulfillment, including Colo-Cloud’s services, cancellation,
processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated
by your Affiliate Site and will make this information available to you through our website. To permit accurate tracking,
reporting, and commission accrual, you must ensure that the Links between your website and our website are properly
formatted.
Commission Determination; Qualified Purchases
A purchase by a Referred Customer that has transferred from any Colo-Cloud partners or subsidiaries.
A purchase by a Referred Customer who is also associated with any Colo-Cloud reseller, referral, or other
program.
A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral,
or other program.
A purchase that Colo-Cloud suspects, in its sole discretion, is the result of fraud, which shall include but is
not limited to, the use of software that generates real and fictitious information, multiple accounts from
the same customer, or the referral of accounts that do not comply with this Agreement.
A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a
business-opportunity program, as determined by us in our sole discretion.
A purchase by a Referred Customer engaging in "Domain Speculation," which is determined by the
identification of two (2) web hosting accounts with the same Referred Customer's name, email address,
or other identifying characteristics as determined by Colo-Cloud and/or the identification of two (2) or more
web hosting accounts that have content on their websites or have similar content, templates or formatting,
as determined by Colo-Cloud, in our sole discretion.
Colo-Cloud reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the
Affiliate Program, or who have commissions that are potentially fraudulent as determined by Colo-Cloud in its
sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
Colo-Cloud reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects
fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate
or a Referred Customer. Colo-Cloud reserves the right to deduct from Affiliate's current and future Commission
Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
Colo-Cloud reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to
meet the criteria of a "Qualified Purchase." Affiliate is responsible for monitoring the payment, denial and,
withholding of Commission Fees. Colo-Cloud is not obligated to actively notify Affiliates of the status of
Commission Fees. If Affiliate has a question about a Commission fee that has been cancelled or withheld,
Affiliate has thirty (30) days from the day of the payment would have been due to contact Colo-Cloud to request
that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are
strictly made in Colo-Cloud's sole discretion.
Commissions for any Referred Customer who is associated with any Colo-Cloud reseller, referral or other
program may not be considered a Qualified Purchase. In other words, you may not receive double
commissions or compensation.
In the event that the Referred Customers that are referred to Colo-Cloud by an Affilite are determined to have
an excessive cancellation rate, as determined by Colo-Cloud in its sole discretion. Colo-Cloud reserves the right to
withhold or decline pending and future Commission Fees to such Affiliate.
Any attempt by an Affiliate to manipulate, falsify or inflate the Referred Customers, Qualified Purchases, or
Commission Fees to intentionally defraud Colo-Cloud or any violoation of the terms of this Agreement
constitutes immediate grounds for Colo-Cloud to terminate the Affiliates participation in the Affiliate Program
and will result in the forfeiture of any Commission Fees due to the Affiliate.
Accrual of Commissions
Commissions will accrue and only become payable once you (i) provide all relevant tax and address
documentation pursuant to Section O below and (ii) reach the Commission Threshold of $100 based
on the commission rates stated on the Colo-Cloud website, solely as applied to Qualified Purchases which
occurred within ninety (90) days of the end of the calendar month in which the first of such Qualified
Purchases occurred. For example, if you provide sign-ups which result in one Qualified Purchase on
January 1st and a second sign-up which leads to a Qualified Purchase on August 10th, and you provide
all necessary tax documentation on August 10th, no commission would accrue because the second
Qualified Purchase occurred more than one hundred and eighty (180) days after the end of January
when the first Qualified Purchase occurred. However, if you subsequently provide a sign up which leads
to another Qualified Purchase on September 5th the same year, then a commission of $65 would accrue
on the latter two Qualified Purchases. (i.e. the Qualified Purchases from August and September of the
same year). All Qualified Purchases still eligible to result in commissions under this Section N must remain
active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual
of a commission. Once a commission has accrued under this Section N, the amount of such commission
(the "Commission Fee") shall be due and payable to your under the terms of Section O. Colo-Cloud reserves
the right to change the Commission Threshold by amending this Agreement and will notify you for any such
amendment pursuant to the terms of this Agreement.
Subject to terms of this Agreement and the accrual of commissions as set forth in Section N above,
commissions will be calculated according to the specified percentage or dollar amount set forth in the
commission report in your Affiliate Console https://clientportal.colo-cloud.com/clientarea.php for each Qualified
Purchase that accrues during the period in which such commission fee is being calculated.
Commission Fees will be processed approximately forty five (45) to sixty (60) days after the end of the month
or other period in which they accrue. Colo-Cloud will only compensation you for Qualified Purchases made in
accordance with this Agreement.
Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to
notify us promptly of any change in your address by updating your profile information in the Affiliate console.
You are responsible for informing Colo-Cloud of your desired payment form/type. You can update or change
your desired payment method at any time by updating your Affilaite profile located in the Affiliate console.
Any changes to your desired payment method may take up to two payout cycles to take effect.
PayPal Payments: Please refer to PayPal's policy to ensure you are eligible to receive
payment if you reside outside of the United States
https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside.
(PayPal payments will only be reissued within one hundred and twenty (120) days of the
original issue date in the case of an incorrect PayPal address or refusal from PayPal to
accept a payment.)
ACH: Colo-Cloud offers a ACH transfer option to those who earn over $5,000.00 in Affiliate
Commission Fees over a ninety (90) day period.
Disputes: Affiliate has access to Colo-Cloud's real-time Affiliate Program statistics and agrees to file any
disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed
occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred
will not be accepted by Colo-Cloud and Affiliate forfeits forever any rights to a potential claim.
It is solely your responsibility to provide Colo-Cloud with accurate tax and payment information that is
necessary to issue a Commission Fee to you. If Colo-Cloud does not receive the necessary tax or
payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger
Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed
with respect to such Qualified Purchase.
Reports of Qualified Purchases
You may log into your affiliate console to review your click through and potential Qualified Purchases
statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed
to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued
for all Referred Customers that appear in the affiliate console.
We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to
determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may
terminate your participation in the Affiliate Program effective immediately.
Colo-Cloud Responsibilities
We will provide all of the information necessary for you to make Links from your Affiliate Site to our site.
Colo-Cloud will be solely responsible for order processing (including processing, cancellations, and refunds)
for orders for Colo-Cloud Products and Services placed by a Referred Customer following a Link from
your Affiliate Site, for tracking the volume and amount of Qualified Purchase statistics. Colo-Cloud will be
solely responsible for all order processing, including but not limited to payment processing, cancellations,
refunds, and related Colo-Cloud service.
Policies and Pricing
Referred Customers who buy Colo-Cloud Products and Services through our affiliate network are deemed
to be Colo-Cloud Customers. Colo-Cloud's Terms and Conditions, rules, policies, and operating procedures
will apply to such customers. We may change our policies, pricing, and operating procedures at any time.
For example, Colo-Cloud determines the prices to be charged for Colo-Cloud Products and Services sold
through the affiliate network in accordance with our own pricing policies. Prices and availability of Colo-Cloud
Products and Services may vary from time to time, from affiliate to affiliate, and from region to region.
Because price changes may affect products that you have listed on your Affiliate Site, you may or may
not be able to include price information in your product descriptions. We will use commercially reasonable
efforts to present accurate information on our webstie, but we cannot guarantee the availability or price
of any particular Colo-Cloud Product or Service.
Modification
We may notify this Agreement at any time in our sole discretion; provided that the change shall solely apply
to events occurring after the date on which you accept and agree to such modifications unless you
otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications
may include, but are not limited to, changes in the scope of available Commission Fee, commission
amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program
rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in
which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the
applicable modification. Your continued participation in the Affiliate Program following our posting of any
modifications on our website will constitute binding acceptance of the change.
Disclaimers
We make no express or implied warranties or representations with request to the Affiliate Program or any
Colo-Cloud Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES
OF FITNESS, MERCHANTIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT
OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representative that
the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of
any interruptions or errors, including the tracking of information concerning Referred Customers during any
period of interruption.
Relationship of Parties
You and Colo-Cloud 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 Affiliate Site or otherwise, that contradicts anything in this section.
Representation and Warranties
You herby represent and warrant to us as follows:
Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any
provision of law, rule, or regulation to which you are subject, (ii) any order, judgement, or decree
applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or
certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding
upon your assets or properties.
You are the sole and exclusive owner of the affiliate Trademarks and have the power to grant to Colo-Cloud
the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict
with, or constitute a default under any agreement or other instrument applicable to you or binding upon
your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other
proprietar right of any third person or entity.
During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful,
harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable
or are in violation of our Terms and Conditions or Acceptable Use Policy.
Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY
LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE
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 AFFILIATE PROGRAM WILL NOT
EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE
(3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
Indemnification
You hereby agree to indemnify and hold harmless Colo-Cloud and its subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims,
actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes
on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by
you herein, or (III) any claim related to your Affiliate Site, including, without limitations, its development, operation,
maintenance and content therein not attributable to us.
Confidentiality
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement,
business and financial information, Colo-Cloud and vendor lists, and pricing and sales information, shall remain
strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and
solely to the extent that any such information is (a) already lawfully known to or independently developed by the
receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained
from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing,
each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid
subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants,
attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule,
regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and
and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, and the rules
promulgated thereunder.
Independent Investigation
You understand that we may at any time (directly or indirectly) solicit Colo-Cloud relationships on terms that may
differ from those contained in this Agreement. We may also solicit relationships with entities that operate
websites that are similar to or compete with you Affiliate Site. You have independently evaluated the
desirability of participating in the Colo-Cloud Affiliate Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
Governing Law. The laws of the state of Utah will govern this Agreement, without reference to rules
governing choice of laws. Any action relating to this Agreement must be brought in the federal or state
courts located in Salt Lake City, Utah and your irrevocably consent to the jurisdiction of such courts.
Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute
a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
This file was last modified: May 1, 2019.
