Solution Hippo, LLC. Affiliate Program Terms and Conditions

Thank you for joining the SolutionHippo Affiliate Program (the “Program”)! PLEASE READ THESE AFFILIATE PROGRAM TERMS AND CONDITIONS CAREFULLY. By registering for the Program, you agree to these Terms and Conditions. If you do not accept these Terms and Conditions, do not register for the Program.

1. Introduction

1. These Affiliate Program Terms and Conditions (“Agreement” or “Terms”) are a legal agreement between (a) the affiliate program participant (the “Affiliate”, “you”, or “your”), and (b) SolutionHippo Inc. (“SolutionHippo,” “we,” “us,” or “our”), the owner and operator of managed hosting services, software, and support through our My Account application; and other related websites (including SolutionHippo.com), forums, communities, events, applications, services, software, and personnel (collectively, the “Services”).
2. You represent, warrant, and agree that (a) you have the full power and authority to enter into and perform under these Terms, or (b) if you are joining the Program on behalf of an organization, entity, or group that you are authorized to accept these Terms on such organization’s, entity’s, or group’s behalf.
3. Updates to the Terms. We reserve the right to make changes to these Terms at any time at our sole discretion. If we make changes to these Terms, we will provide notice of such changes by revising the date at the top of these Terms. Your continued participation in the Program following any changes will constitute your acceptance of such changes. Please periodically review these Terms and check for any updates.

2. Eligibility and Registration

1. SolutionHippo may approve or deny any application for membership in the Program for any lawful reason or no reason.
2. You must be at least eighteen (18) years of age, or any higher minimum age in the jurisdiction where you reside, to register for a Program account (an “Account”).
3. You are not eligible for the Program if (a) you are located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, including, but not limited to, Iran, Syria, Cuba, North Korea, and the Crimea Region of Ukraine or (b) you are subject to economic or other sanctions by the United States, European Union, United Nations, or any other government or international body.
4. By applying for the Program, you agree to (a) provide accurate, truthful, current, and complete information; (b) maintain and promptly update your information upon any changes; (c) maintain the security of your Account by protecting your password and restricting access to your Account; (d) promptly notify SolutionHippo if you discover or otherwise suspect any security breaches or unauthorized access related to your Account, the Services, or the Program; and (e) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account.
5. If there is a dispute about the ownership of an Account, we reserve the right to investigate and determine ownership of the Account based on our reasonable judgment.

3. Affiliate Websites

1. You represent, warrant, and agree that Affiliate’s websites from which the Affiliate promotes SolutionHippo and the Services (collectively, the “Affiliate Websites”) shall not (a) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, confidentiality, moral, or privacy right, or any other proprietary or intellectual property right; (b) violate or promote the violation of any law; (c) be defamatory, fraudulent, false, misleading, or deceptive; (d) constitute, consist of, or enable spam, phishing attempts, “chain letters”, “pyramid schemes”, or Malicious Activity (defined below); (e) be pornographic, vulgar, exploitative of children, or otherwise obscene; (f) include nudity or sex-related/themed products, services, or other material; or (g) promote violence, discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group. Determining whether Client Content is in violation of these Terms shall be at SolutionHippo’s sole discretion.
2. Affiliate is fully responsible for and retains all rights and ownership in its Affiliate Websites. The Affiliate acknowledges and agrees that SolutionHippo (a) has no obligation to review, monitor, validate, correct, or update Affiliate Websites in any way, and (b) expressly disclaims any liability arising from the Affiliate Websites.

4. Affiliate Responsibilities & Restrictions

1. Affiliate shall comply with all applicable local, state, national, and international laws and regulations, including, but not limited to, United States trade sanctions and export-control laws, consumer protection, advertising, anti-bribery, export-control, and data privacy laws. You may not participate in the Program for or on behalf of any person or organization subject to embargoes, sanctions, or otherwise designate on any list of prohibited parties, including but not limited to lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You agree to cooperate with SolutionHippo, including the provision of information reasonably requested by SolutionHippo, to ensure SolutionHippo’s compliance with applicable laws in connection with your participation in the Program.
2. Affiliate agrees to promptly assist SolutionHippo in complying with any applicable laws, including data subject requests that SolutionHippo may receive from any individuals referred to SolutionHippo by Affiliate. Affiliate further agrees to promptly assist SolutionHippo in complying with any duties to cooperate with supervisory authorities under applicable data protection laws.
3. Affiliate shall only refer potential customers to SolutionHippo who (a) have provided valid contact information; (b) are not bots, fake, illegitimate, or otherwise fraudulent; and (c) meet the eligibility requirements set in SolutionHippo’s Terms of Service (https://SolutionHippo.com/legal/terms-service/).
4. Affiliate Advertising
   1. 1. Subject to the restrictions set forth in these Terms, Affiliate is responsible for the content, communications, and materials, including the form and format thereof, used by the Affiliate to promote SolutionHippo or the Services in connection with the Program (“Promotional Content”). Affiliate shall not modify, change, customize, copy, or imitate any of SolutionHippo’s Property (defined below), including SolutionHippo’s trademarks, logos, banners, and graphics, when using any of SolutionHippo’s Property in or as part of the Promotional Content. Authorized versions of SolutionHippo’s Property that may be used in Promotional Content are available at SolutionHippo’s website at https://SolutionHippo.com/press. 
      2. Affiliate shall promptly comply with SolutionHippo’s instructions to modify or remove Promotional Content.
      3. Promotional Content shall include a disclosure that Affiliate is a member of the Program and has a marketing relationship with SolutionHippo. Affiliate shall not conceal its relationship with SolutionHippo or obscure its participation in the Program in any way; nor shall Affiliate represent or imply that it is a SolutionHippo partner, employee, or other representative of SolutionHippo.

5. Affiliate Code of Conduct. Affiliate shall abide by the highest standards of ethics and professionalism. Without limiting the generality of the foregoing, Affiliate and/or your Promotional Content shall not, in connection with the Program:
   1. Misrepresent the Services in any way, including its prices, plans, discounts, or functionality;
   2. Offer or provide any warranties, guarantees, incentives, rewards, or indemnities, except as set forth in the SolutionHippo Inc. Terms of Service or approved in writing by SolutionHippo;
   3. Disparage SolutionHippo and its representatives, the Services, or the Program;
   4. Use any illegal or spam method of advertising;
   5. Compete or interfere with SolutionHippo’s direct advertising efforts. From time to time SolutionHippo may opt to engage in direct online advertising. The Affiliate shall not place advertisements targeting SolutionHippo’s trademarks and service marks or place advertisements that in any way advertise or display SolutionHippo’s trademarks or service marks. This means, among other things, that the Affiliate shall not bid (in regards to online advertising, including but not limited to Pay per Click or Pay per Impression campaigns) on any keywords or phrases containing SolutionHippo trademarks, service marks, registered trademarks, or registered URLs, or on any variations, abbreviations, or misspellings of the same.
   6. Refer traffic to SolutionHippo through any pay to read, pay to click, banner exchanges, click exchanges, PPC advertising, pop-up/under, press releases, or similar methods. Referrals must be made from original content hosted at the Affiliate Websites, from original video content hosted at third-party video hosting platforms, or from direct professional referrals made by the Affiliate to their professional network.
   7. Use iframes or any other techniques or technology to add the Affiliates tracking cookie to a referral by any means other than an actual click-through;
   8. Use link cloaking, or masking techniques or technology, with the goal of promoting SolutionHippo on websites and/or networks not explicitly mentioned in your Account;
   9. Display SolutionHippo.com, “SolutionHippo”, SolutionHippo’s logos or trade names, or any variation, abbreviation, or misspelling thereof in any domain or subdomain name, social media profile, or as part of the name or description of any other online or offline presence. For the purpose of ensuring clarity, it is acceptable for “SolutionHippo” to appear in the path portion of a URL of a page on an Affiliate Website. For example, “affiliate-website-domain[.]com[/]SolutionHippo-review” is acceptable (including “SolutionHippo” in the path portion of the URL), but “SolutionHippo-review-site[.]com” is not acceptable (including “SolutionHippo” in the domain).
   10. Promote non-existing SolutionHippo discounts, or refer to any discount offered by SolutionHippo on an ongoing basis as coupon codes, deals, seasonal discounts, or exclusive discounts.
   11. Place links to SolutionHippo or refer to SolutionHippo in any way on coupon websites;
   12. Promote SolutionHippo as part of any incentivized programs or any other third-party schemes where special incentives (e.g., rewards, discounts, cashback, etc.) are offered in order to attract and retain customers;
   13. Self-refer or refer yourself in any fashion. This includes referral of any operation or website in which the Affiliate has a controlling, proprietary, or equitable interest. Any referral where payment is made utilizing a form of payment controlled by or belonging to the Affiliate shall be considered a violation of these Terms.
6. Malicious Activity. You agree not to engage in, attempt to engage in, or encourage or assist others to engage in any Malicious Activity while participating in the Program. “Malicious Activity” means any of the following alone or in combination: (i) use, display, mirror, or frame the Program or any individual element within the Program; (ii) access or tamper with non-public areas of the Program, SolutionHippo, or its Services; (iii) test the vulnerability of any SolutionHippo system or breach any security or authentication measures; (iv) circumvent any measure implemented by SolutionHippo or any third party to protect the Services; (v) copy, modify, decompile, disassemble, reverse engineer, tamper with, or attempt to derive the source code of any part of the Services; (vi) interrupt, damage, destroy, or limit the functionality of the Services; or (vii) host, upload, or in any way transmit malware, viruses, or any other malicious code or activity. Affiliates shall cooperate with SolutionHippo to promptly isolate, mitigate, and eliminate any Malicious Activity and take appropriate corrective action.

5. Referral Commissions

1. Affiliate referrals shall be made by way of a hyperlink which is presented to a potential SolutionHippo customer in a format approved by SolutionHippo (“Affiliate Link”). A potential SolutionHippo customer shall become a “Referred Customer” when they click on an Affiliate Link, register a SolutionHippo account creating a new My Account Company, and subscribe to a service plan. Affiliates may present an Affiliate Link to a potential SolutionHippo customer using one of the following referral mechanisms:
   1. By placing the Affiliate Link on the applicable Affiliate Websites.
   2. By sharing the Affiliate Link via email or another messaging service with a potential SolutionHippo customer from the Affiliate’s professional network or one who has opted in to receiving marketing communications from the Affiliate.
   3. By entering an Affiliate ID when initiating the transfer of a site from an existing My Account company to a potential SolutionHippo customer (“Site Transfer”). Upon initiation of the Site Transfer the potential SolutionHippo customer shall receive a Site Transfer acceptance email containing an Affiliate Link.
2. SolutionHippo reserves the right in its sole discretion to deactivate and remove Referred Customers from the Program which have failed to maintain an active Service plan or otherwise violate the Terms of Service.
3. Affiliate is eligible for one-time and/or recurring referral payments from SolutionHippo (“Commission”) upon the following conditions:
   1. Referred Customer has never previously been a customer of SolutionHippo;
   2. Referred Customer has made payment to SolutionHippo for the Services (the “Fee”);
   3. Affiliate’s Account is active at the time the Referred Customer pays its Fees to SolutionHippo; and
   4. SolutionHippo has received all requested tax documents (e.g., Form W-9) from Affiliate.
4. The amount of and methodology of calculating Commissions are determined, and subject to change by, SolutionHippo in its sole discretion. Commission amounts and methodology, and updates thereto, are available at https://SolutionHippo.com/affiliates/.
5. Commissions are calculated based on the actual Fees paid by the Referred Customer, exclusive of any taxes (such as value added tax, sales tax, goods and services tax, etc.), levies or duties owed by the Referred Customer. If the Referred Customer has received a discount, the Commission is calculated from the discounted Fee. One-time or overage fees and add-on subscriptions shall not be considered in the calculation of Commissions. If any Fees are refunded to a Referred Customer for any reason, SolutionHippo may setoff such amounts from Affiliate’s future Commissions.
6. Commissions shall only be paid to one Affiliate for each Referred Customer. If there is a dispute as to which Affiliate should receive Commission, at its own discretion SolutionHippo shall make a determination as to which Affiliate shall receive the Commission, and SolutionHippo’s decision in this matter shall be final.
7. When a potential SolutionHippo customer clicks on an Affiliate Link, a tracking cookie will be stored by the web browser used by the potential SolutionHippo customer when they click on the Affiliate Link. The tracking cookie will have a validity of 60 days. During those 60 days if the potential SolutionHippo customer clicks on a different Affiliate Link while using the same web browser, a new cookie will be placed and will overwrite the original cookie. After 60 days have passed since the last cookie was set, it will expire and a new cookie will be placed if the potential SolutionHippo customer clicks on any Affiliate Link. Tracking cookies are stored by individual web browsers. If a potential SolutionHippo customer clicks on different Affiliate Links using different web browsers each web browser will store a tracking cookie associated with the Affiliate Link that was accessed within that web browser. At signup, the Referred Customer will be assigned to the Affiliate whose Affiliate Link is identified by the tracking cookie stored by the web browser used by the Referred Customer to sign up.
8. SolutionHippo is not responsible for tracking cookies that have been either intentionally or unintentionally deleted. No Commission will be paid for tracking errors of any kind, including, without limitation, any tracking errors caused by Affiliate’s editing, masking, or tampering with an Affiliate Link.
9. Commissions are paid via PayPal. Please refer to PayPal’s policy to confirm that you are eligible to receive payments via PayPal. https://www.paypal.com/webapps/mpp/country-worldwide. SolutionHippo reserves the right to change payment providers. SolutionHippo is not responsible for any transaction fees charged by PayPal or any other payment provider.
10. Commissions shall only be paid when the balance of all Commissions due is greater than or equal to $50.00.
11. SolutionHippo is not responsible for lost, stolen, or misdirected Commission payments.
12. You are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with your participation in our Program. SolutionHippo will not withhold any taxes of any kind from your Commissions.

6. Termination

1. SolutionHippo may in its discretion terminate the Program, this Agreement, and/or your Account at any time without formal notice, and Affiliate may terminate this Agreement at any time by providing written notice to SolutionHippo (collectively, “Termination”).
2. Upon Termination, (a) Affiliate shall (i) immediately cease all use of SolutionHippo’s Property, including SolutionHippo’s logos, marks, banners, images, content, trademarks, and software, (ii) remove and return or destroy all Promotional Content, and (b) SolutionHippo shall have no further obligations to Affiliate under this Agreement, including the payment of any pending or prior earned Commissions.
3. Upon any termination, expiration, discontinuance, or suspension of these Terms or the Program, any provision that, in order to give proper effect to its intent, should survive the termination, expiration, discontinuance, or suspension of these Terms or the Program, will survive such termination, expiration, discontinuance, or suspension of these Terms or the Program, including, but not limited to Sections 6, 7, 8, 9, 10, 12, 13, 14, and 15.

7. SolutionHippo’s Property

1. The Services and the Program, and all proprietary rights related thereto, are the sole and exclusive property of SolutionHippo. Without limiting the generality of the foregoing, all rights, title, and interest in and to the Services and the Program, including any and all software, servers, artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the look, feel, and arrangement of the Services and the Program, methods, products, algorithms, data, logs, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof (collectively, “SolutionHippo’s Property”) are owned by and/or licensed to SolutionHippo.
2. Affiliate shall not assert any claim of ownership of, or any claim to, SolutionHippo’s Property and shall not take and shall not permit any action or omission in derogation of any of the rights in SolutionHippo’s Property, either during the term of this Agreement or thereafter.

8. Submissions

1. We welcome questions, comments, suggestions, and ideas about SolutionHippo and our Program (“Submissions”). If you provide a Submission, whether by email or otherwise, you agree that it is non-confidential (unless we state otherwise in writing) and shall become the sole property of SolutionHippo.
2. SolutionHippo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise. You agree that SolutionHippo is not obligated to provide acknowledgment or compensation to you in exchange for Submissions.

9. Confidentiality

Any information provided to Affiliate relating to SolutionHippo’s business, customers, vendors, software, technology, or financial condition, or any other information designated as confidential by SolutionHippo (collectively, the “Confidential Information”) is a valuable asset which SolutionHippo desires to retain in confidence. Affiliate shall keep in confidence, and ensure its employees and subcontractors keep in confidence, all Confidential Information provided to or acquired by Affiliate and shall not disclose, divulge, or reveal the same, or any part thereof, directly or indirectly, to any person or persons, or make any use of such Confidential Information (other than in the performance of its obligations under this Agreement), without the express written consent of SolutionHippo.

10. Relationship of Parties

The relationship between you and SolutionHippo is solely that of independent contracting parties. Nothing in this Agreement creates any agency, joint venture, partnership, franchise, or other form of joint enterprise, employment, or fiduciary relationship between us. Neither SolutionHippo nor you have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

11. Audit and Inspection

SolutionHippo reserves the right to request from the Affiliate information, documents, data, personnel, and other materials regarding the Affiliate Websites and Promotional Content. The Affiliate is required to provide complete, accurate, truthful, and detailed information to SolutionHippo upon request.

12. Limitation Of Liability

1. NEITHER SOLUTIONHIPPO, ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AFFILIATES, SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR PROGRAM WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE OR PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SolutionHippo HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT WILL SOLUTIONHIPPO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT OF YOUR EARNED AND UNPAID COMMISSIONS.
3. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SOLUTIONHIPPO AND YOU.

13. Indemnity

1. You agree to defend, indemnify, and hold harmless SolutionHippo (and each of our owners, officers, directors, employees, agents, contractors, licensors, and affiliates) (collectively the “SolutionHippo Indemnitees”) from and against any and all losses, costs, expenses, damages, injuries, and/or liability of any kind, including attorney’s fees, that a SolutionHippo Indemnitee may incur or suffer as a result of any claims, suits, proceedings, or investigations asserted or commenced by any third party, which arise out of or are in any way connected with (a) your participation in the Program; (b) Affiliate Websites or Promotional Content; (c) your breach or alleged breach of these Terms; or (d) your violation or alleged violation of any law or the rights of a third party.
2. We reserve the right, in our sole discretion, to control any action or proceeding, including selection of counsel, and determine whether we wish to settle it, and if so, on what terms, in which event you will cooperate with us in asserting any available defenses.

14. Dispute Resolution

1. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH SOLUTIONHIPPO AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
2. We want to address your concerns without resorting to a formal legal case. Before filing a formal legal claim against SolutionHippo, please contact us at legal@SolutionHippo.com. We’ll try to resolve the dispute and address your concerns. If a dispute is not resolved within 15 days after submission, you or SolutionHippo may bring a formal proceeding as set forth in this Section 14.
3. Any dispute, controversy, or claim arising out of or relating to the Program or these Terms, or the breach thereof, shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that you and SolutionHippo are not required to arbitrate any dispute in which either party seeks equitable or injunctive relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents, or other confidential information or intellectual property.
4. You and SolutionHippo agree that arbitration will occur exclusively in metropolitan Phoenix, Arizona(i.e., the city of Scottsdale or its surrounding suburbs or cities), and that arbitration will be conducted confidentially by a single arbitrator.
5. If for any reason this agreement to arbitrate does not apply to the dispute, you and SolutionHippo agree that any judicial proceeding, including any appeal of an arbitration award, will be brought exclusively in the federal or state courts located in Suffolk County, State of Massachusetts. Both you and SolutionHippo exclusively consent to venue and personal jurisdiction in Maricopa County, State of Arizona, and BOTH SOLUTIONHIPPO AND YOU WAIVE THE RIGHT TO A JURY TRIAL. If a judicial proceeding is brought in the state courts of Arizona under this section 14.5, the parties consent and agree to the transfer of such proceeding to the Business Litigation Session of the Superior Court for Maricopa County .
6. The Terms and the resolution of any disputes shall be governed by and construed in accordance with the laws of the State of Arizona, USA without regard to its conflict of laws principles.
7. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU WAIVE ANY RIGHT TO COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

15. Miscellaneous

1. Our Privacy Policy is incorporated herein by reference and, together with these Terms, constitute the entire agreement of the parties and supersedes all prior and contemporaneous understandings between the parties regarding their collective subject matter.
2. You may not assign any of your rights or obligations under these Terms without prior written consent from SolutionHippo. SolutionHippo may assign any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
3. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
4. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.