This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Webbie.express ("Webbie.express") and
you, regarding your application to and participation in, the Webbie.express Affiliate Program (the "Affiliate Program") as an affiliate
of Webbie.express (an "Affiliate), and the establishment of links from your website to our website, https://www.webbie.express.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING
THAT YOU HAVE READ THIS AGREEMENT AND THE Webbie.express TERMS AND CONDITIONS https://webbie.express/terms-and-conditions
AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
"Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays
Webbie.express’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 Webbie.express for sales directly resulting from such display.
"Affiliate Site" - The Affiliate's website which displays Webbie.express’s Products and Services and/or promotions.
"Webbie.express’s Products and Services" - Web hosting and related products and services that are available for purchase from
"Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to
Webbie.express 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
"Qualified Purchase" - A sale of Webbie.express Products and Services by Webbie.express, 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
Webbie.express’s Products and Services.
Enrollment in the Affiliate Program
a. To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The SIgnup Form
can be found at https://webbie.express/members/register.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://webbie.express/terms-and-conditions.
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. Webbie.express, in its sole discretion, reserves the right to notify any prospective affiliate of their
rejection or removal from the Affiliate Program at any time.
Promotion of Our Affiliate Relationship
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 Webbie.express’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. Webbie.express 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 Webbie.express that are not approved in advance by Webbie.express. 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 Webbie.express that is going to be displayed on the Affiliate Site must be pre approved by Webbie.express in writing.
b. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE
Webbie.express TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT
LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “Webbie.express IP”) (OR ANY
VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY
OF THE FOREGOING) WITHOUT Webbie.express’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE Webbie.express
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
Webbie.express IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF Webbie.express
IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL
INFRINGEMENT OF Webbie.express’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 Webbie.express’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION
OR PROCEEDING IN WHICH Webbie.express SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR
WITH REGARD TO ANY OF Webbie.express’S INTELLECTUAL PROPERTY RIGHTS.
c. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Webbie.express Products
and Services, or other content concerning Webbie.express without Webbie.express’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 Webbie.express website
will in no way alter the look, feel, or functionality of the Webbie.express 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.
FTC Endorsement Compliance
a. It is the intent of Webbie.express to treat all of our customers fairly. Accordingly, we require all Webbie.express 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
Webbie.express's Products and Services must prominently disclose the fact that you receive compensation for Referred
b. For more information and suggestions about how to comply with these guidelines, please visit our page entitled
"Affiliate Disclosure Requirements and Examples" https://webbie.express/terms-and-conditions/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. Webbie.express 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.
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 Webbie.express in complying with any data subject rights
request under the GDPR that Webbie.express may receive from any individuals referred to Webbie.express by Affiliate.
Affiliate further agrees to promptly assist Webbie.express in complying with any duties to cooperate with
supervisory authorities under the GDPR.
Webbie.express will process orders placed by Referred Customers who follow the Links from an Affiliate Site to Webbie.express. 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 Webbie.express’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
Commission Determination; Qualified Purchases
- Commissions will be calculated based on the commission rates stated on the Webbie.express website for each Qualified
Purchase (as defined herein) subject to commission accruing pursuant to Section N below. A "Qualified Purchase"
does NOT include the following:
- Commissions will be calculated based on the commission rates stated on the Webbie.express website for each Qualified
A purchase by a Referred Customer that has transferred from any Webbie.express partners or subsidiaries.
A purchase by a Referred Customer who is also associated with any Webbie.express reseller, referral, or other
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 was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly
through an Affiliate Link.
A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30)
days or is in violation of Webbie.express's Terms of Service https://webbie.express/terms-and-conditions, Acceptable Use
Policy https://webbie.express/terms-and-conditions, or other applicable policies at the time
the Commission Fees accrue.
A purchase that Webbie.express 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 referred by an Affiliate that has an excessive cancellation rate as determined in Webbie.express's
A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.
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), using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.
A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Webbie.express's
website during their purchase.
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 Webbie.express 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 Webbie.express, in our sole discretion.
Webbie.express 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 Webbie.express in its
sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
Webbie.express 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. Webbie.express 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.
Webbie.express 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. Webbie.express 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 Webbie.express to request
that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are
strictly made in Webbie.express's sole discretion.
Commissions for any Referred Customer who is associated with any Webbie.express 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 Webbie.express by an Affilite are determined to have
an excessive cancellation rate, as determined by Webbie.express in its sole discretion. Webbie.express 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 Webbie.express or any violoation of the terms of this Agreement
constitutes immediate grounds for Webbie.express 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 Webbie.express 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. Webbie.express 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.
- Commission Payments
Subject to the terms of this Agreement and the accrual of commissions as set forth in Section 8 above, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Affiliate Console https://www.webbie.express/cgi/partner for each Qualified Purchase that accrues during the period for 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. Webbie.express will only compensate 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 and tax form in the Affiliate console. You are responsible for informing Webbie.express of your desired payment form/type. Please email email@example.com if you would like to update or change your desired payment method. Any changes to your desired payment method may take up to two payout cycles to take effect.
You may choose to receive Commission Fees through PayPal Payouts, standard PayPal, wire or ACH transfer, subject to the following conditions:
PayPal Payouts: If you select the PayPal Payouts mass pay option, Webbie.express will pay any transactions fees charged by PayPal, so the full amount of the Commission Fees will be available in your PayPal account.
Standard PayPal payments: Webbie.express offers a standard PayPal option only to Affiliates located in the United States. Please email firstname.lastname@example.org for further information about standard PayPal payments.
Wire transfer: Webbie.express offers a wire transfer option to those who earn over $10,000.00 in Affiliate Commission Fees over a ninety (90) day period. Please email email@example.com for further information about wire transfers.
ACH transfer: Webbie.express offers an ACH transfer option to Affiliates located in the United States who earn over $10,000.00 in Affiliate Commission Fees over a ninety (90) day period. Please email firstname.lastname@example.org for further information about ACH transfers.
If you reside outside of the United States and choose PayPal payments, please refer to PayPal's policy to ensure you are eligible to receive payments outside of the United States https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside.
Webbie.express is not responsible for paying any third-party fees charged by PayPal, wire or ACH in order for you to receive Affiliate Commission Fees.
Webbie.express will deduct a fee of $35.00 from the Commission Fees to reissue a payment. PayPal payments will only be reissued in the case of (i) an incorrect PayPal address or (ii) PayPal’s refusal to accept a payment. The Affiliate must make any request to reissue a PayPal payment within one hundred and twenty (120) days of the original issue date.
Webbie.express, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
Disputes: Affiliate has access to Webbie.express'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 Webbie.express and Affiliate forfeits forever any rights to a potential claim.
Each Affiliate is required to submit a W8 (for Affiliates located outside of the U.S.) or W9 (for Affiliates located in the U.S.) tax form before any Commission Fees shall accrue. For Affiliates located in the U.S., if the information you provide on the W9 tax form does not match IRS records Webbie.express will not issue payment. You are responsible for the payment of all taxes related to the Commission Fees you receive under this Agreement. In compliance with U.S. tax laws, Webbie.express will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.
It is solely your responsibility to provide Webbie.express with accurate tax and payment information that is necessary to issue a Commission Fee to you. If Webbie.express 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.
Any address change must be made in the Affiliate profile and tax form in the affiliate console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.
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.
- Obligations Regarding Your Affiliate Site
You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for
all martials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the
technical operation of your Affiliate Site and all related equipment; creating and posting product reviews,
descriptions, and references on your Affiliate Site and linking those descriptions to our website, the
accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to
Webbie.express Products and Services); ensuring that materials posted on your Affiliate Site do not violate or
infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all
liability and responsibility for such matters.
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.
We will provide all of the information necessary for you to make Links from your Affiliate Site to our site.
Webbie.express will be solely responsible for order processing (including processing, cancellations, and refunds)
for orders for Webbie.express 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. Webbie.express will be
solely responsible for all order processing, including but not limited to payment processing, cancellations,
refunds, and related Webbie.express service.
Policies and Pricing
Referred Customers who buy Webbie.express Products and Services through our affiliate network are deemed
to be Webbie.express Customers. Webbie.express'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, Webbie.express determines the prices to be charged for Webbie.express Products and Services sold
through the affiliate network in accordance with our own pricing policies. Prices and availability of Webbie.express
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 Webbie.express Product or Service.
Emails and Publicity
You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also
known as "SPAM") without prior written consent from Webbie.express, to be granted or denied in Webbie.express's sole
discretion, in each instance. Additionally, you may only send emails containing a Webbie.express affiliate link and
or a message regarding Webbie.express or Webbie.express's Affiliate Program to people who have previously consented
to receiving such communications from you. Your failure to abide by this Section T, the CAN-SPAM Act of
2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be
deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all
rights you may have to any commissions and the termination of your participation in the Affiliate Program.
Further, if your account has excessive clicks in a very short period of time as determined by Webbie.express in
its sole discretion, the Affiliate relationship may be terminated.
- Licenses and Use of Webbie.express Logos and Trademarks
Subject to the limitations set forth in Section T above and otherwise in this Agreement, we grant you a
non-exclusive, non-transferrable, revocable license to (i) access our webstie through the Links solely
in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use
Webbie.express trademark and logo and similar identifying material provided by us (collectively, the "Licensed
Materials"), for the sole purpose of selling Webbie.express Products and Services on your Affiliate Site and
as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any
way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing
and in compliance with all of the terms of this Agreement.
You shall not use the Licensed Materials for any purposes other than selling Webbie.express Products and
Services, without first submitting a sample to us and obtaining the express prior written consent of
Webbie.express in each instance. You shall not use the Licensed Materials in any manner that is disparaging
or that otherwise portrays Webbie.express, any hosted member of Webbie.express or any Webbie.express employee or
representative in a negative light. We reserve all of our rights in the Licensed Materials and your
license to use such material is limited to the manner described herein. We may revoke your license
at any time, by giving you written notice. If not previously revoked, this license shall immediately
terminate upon the termination of your participation in the Affiliate Program.
You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate"
Trademarks") in any advertisement or other materials used to promote Webbie.express and the Affiliate
Program, provided that Webbie.express's use of the Affiliate Trademarks is not required and is at its sole
discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.
- Term and Termination
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end
when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or
You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term.
Commission Fees earned prior to the date of termination will be eligible for commissions only if the
orders for the related Webbie.express Products and Services are not cancelled within 90 days and comply
with all of the terms of this Agreement. We may withhold your final payment of Commission Feeds
for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred
Customers are legitimate as determined by Webbie.express in its sole discretion.
Any Affiliate who violates this Agreement, Webbie.express's Terms and Conditions, or any applicable law will
immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be
immediately removed from the Affiliate Program.
Webbie.express reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or
suspend this Agreement, at any time for any reason, in Webbie.express's sole discretion.
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.
We make no express or implied warranties or representations with request to the Affiliate Program or any
Webbie.express 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 Webbie.express 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:
- You have reviewed and understand this Agreement and agree to be bound by its terms.
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 Webbie.express
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.
You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any
governmental authority or any third party in connection with your entrance into this Agreement.
There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with
respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such
claim, action, or proceeding.
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.
- You are at least eighteen (18) year of age.
Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for
generating a Commission Fee as provided in this Agreement.
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.
You hereby agree to indemnify and hold harmless Webbie.express 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.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Webbie.express customer and vendor lists, or pricing and sales information (including without limitation commission rates), 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 not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a 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 the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.
You understand that we may at any time (directly or indirectly) solicit Webbie.express 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 Webbie.express 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.
Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior
written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of,
and be enforceable against the parties and their respective successors and assigns.
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.