UNSTOPPABLE DOMAINS AFFILIATE PROGRAM:
This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between us, Unstoppable Domains, Inc. (“Unstoppable Domains”) and you, regarding your application as an affiliate of Unstoppable Domains (an “Affiliate”), and participation in the Unstoppable Domains Affiliate Program (the “Affiliate Program”), and the establishment of links from your website to our website (https://www.unstoppabledomains.com, along with any additional websites owned by Unstoppable Domains to which the Affiliate Program is subject).
“Affiliate” - The business, individual, or entity (“you”, “your”, “affiliate”, “affiliates”) applying to or participating in the Affiliate Program, or that displays Unstoppable Domains’ products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Unstoppable Domains for sales directly resulting from such display.
“Affiliate Site” - The Affiliate's website (including any section of a third-party site) controlled by the Affiliate which displays Unstoppable Domains’ Products and Services and/or promotions.
“Unstoppable Domains Products and Services” - Blockchain-based entity names and associated name resolution services, and related products and services that are available for purchase from Unstoppable Domains Inc. (“we”, “us”, or “our) and/or the Unstoppable Domains.
“Commission” - An amount of monies you will be paid for each Qualified Purchase by a Referred Customer that you refer to Unstoppable Domains subject to the Commission Cap and pursuant to the terms of this Agreement.
“Commission Cap” – Payout levels for Commissions, as specified in Section (6) of this Agreement.
“Qualified Purchase” - A sale of Unstoppable Domains Products and Services by Unstoppable Domains, to a Referred Customer that is not excluded under Section (7).
“Referred Customer” - Each new and unique customer referred from Affiliate through a Link (as defined in Section 2) that provides a valid account and billing information.
“Site” – Unstoppable Domains.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto which is controlled by the Unstoppable Domains, Inc., or any third-party site or venue which participates in this program by agreement with Unstoppable Domains.
“Unstoppable Competitor” shall mean any website and/or business that, in Unstoppable Domains’ sole discretion, competes with Unstoppable Domains, through the production and/or sale of blockchain-based domains or otherwise.
- Affiliate Program Enrollment
- To begin the enrollment process, you will complete and submit the online application at the UnstoppableDomains.com site.
- We will evaluate your application in good faith and will notify you of your acceptance or rejection within a commercially reasonable time period. We reserve the right to cancel your application if we, in our sole judgment, determine its unsuitability, including if it:
- Promotes sexually explicit materials,
- “Sexually explicit materials” shall mean any communication, language, or material that relates to or describes actual or simulated sexual acts of any kind.
- Promotes violence,
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age,
- Promotes illegal activities,
- Incorporates any materials which may infringe or assist others in infringing on any copyright, trademark or other intellectual property rights or to violate the law,
- Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole determination.
- If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same Affiliate Site (or insubstantial variations thereof), including through another (i.e., newly-created) affiliate account . Unstoppable Domains, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.
- Your participation in the Affiliate Program will be subject to audits by Unstoppable Domains. We reserve the right to monitor your site and other relevant sites, such as Google, Bing, DuckDuckGo, and other worldwide search engine results pages, as well as all social media channels, at any time to determine if you are following the terms and conditions of this Agreement. Unstoppable Domains reserves the right to suspend or terminate your site and your participation in the Affiliate Program and/or decline to issue commissions upon our determination, at our sole discretion, that a violation of the Agreement has occurred.
- Promotion of Our Affiliate Relationship
- Use of Links. If you qualify and agree to participate as an Affiliate, we will make 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, social account or e-mail to Unstoppable Domains’ 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 and is absolutely-conditioned upon your continued compliance with this Agreement. Unstoppable Domains may modify the Links from time to time in its sole discretion. All Affiliate Sites shall display the Links prominently in relevant sections of their website or pertinent content thereupon (e.g., videos).
- Any information on the Affiliate’s Site referring to or with respect to Unstoppable Domains or which may reasonably be interpreted by consumers as associated with Unstoppable Domains must comply with the terms of this Agreement. Unstoppable Domains further reserves the right to object to any content on the Affiliate’s Site which, in its sole determination, may mislead consumers or reflect poorly on Unstoppable Domains, and require that Affiliate remove all such content within 7 days of notice. Failure to remediate content upon such formal notice is a material breach and constitutes grounds for immediate termination of this Agreement.
- Prohibited Conduct. except as permitted herein, you shall not and are not authorized to conduct any of the following activities (collectively, the “Prohibited Conduct”):
- Use the unstoppable trademarks, name or any of our other intellectual property, including without limitation, the links, and the licensed materials (collectively known as the “site” or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing) without Unstoppable Domains’ express prior written permission, except on your affiliate site and in full compliance with this agreement;
- Use Unstoppable Domains’ intellectual property in a domain or website name, in any bids for keywords or Google Ads (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, Google Ads (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise. For the avoidance of doubt, the following are expressly prohibited:
- Buying ad placements on Google Ads or other search engine results by bidding on keywords related to Unstoppable Domains and/or the Unstoppable Domains Products and Services; and
- Buying ad placements on Google Ads or other search engine results where the ad copy contains “Unstoppable Domains” or similar variations and direct to a referral link; and
- Any other practices that constitute impersonation or appropriation of Unstoppable Domains’ brand, or that could reasonably lead a consumer to believe that said consumer is interacting with Unstoppable Domains (either online or offline).
- Act in any way that causes or creates or could cause or create any consumer confusion (including “initial interest confusion”) over the use of unstoppable domain’s intellectual property on the internet or in any search engine advertising. For the avoidance of doubt, the following are expressly prohibited:
- “Typosquatting,” or utilizing domain names that are so similar to our company name that they may reasonably be expected to cause confusion to an end user or customer;
- Inducing end users or customers to download adware or spyware that inserts affiliate codes automatically and/or without the end users’ knowledge;
- Cloning the sites of other Unstoppable Domains affiliates or other third party affiliates in order to redirect traffic from such sites to your site; and
- “Cookie stuffing” all visitors to a website to profit if a visitor later makes a purchase for reasons unrelated to Unstoppable Domains.
- Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Unstoppable Domains Products and Services, or other content concerning Unstoppable Domains without Unstoppable Domains’ 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 Unstoppable Domains website may in no way alter the look, feel, or functionality of the Unstoppable Domains website. Any violations of the terms concerning links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program and/or the withholding of Commission Fees.
- Prohibited Conduct. except as permitted herein, you shall not and are not authorized to conduct any of the following activities (collectively, the “Prohibited Conduct”):
- Procedures Following Prohibited Conduct. If Unstoppable Domains, in the course of monitoring your affiliate activity or otherwise, discovers that you have engaged in any Prohibited Conduct, Unstoppable Domains may, at its sole discretion: (i) terminate your affiliate relationship, (ii) suspend your affiliate account, and (iii) decline to issue you any payment.
- DISCLAIMER.YOUR USE OF UNSTOPPABLE DOMAIN’S IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF UNSTOPPABLE DOMAIN’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 UNSTOPPABLE DOMAIN’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH UNSTOPPABLE DOMAIN SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF UNSTOPPABLE DOMAINS’ INTELLECTUAL PROPERTY RIGHTS. UNSTOPPABLE DOMAINS MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS REGARDING THE SITE, ANY IMPLIED WARRANTIES OF THE SITE’S ABILITY AND FUNCTION, PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- FTC Endorsement Compliance
- It is the intent of Unstoppable Domains to treat all of our customers fairly. Accordingly, we require all Unstoppable Domains Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf, which require that material connections between advertisers and endorsers be clearly and conspicuously disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provides an endorsement or assessment of Unstoppable Domains’ Products and Services must prominently disclose the fact that you receive compensation for Referred Customers.
- Clear and conspicuous requires the disclosure to not be “buried on an ABOUT US or GENERAL INFO page, behind a poorly labeled hyperlink or in a ‘terms of service’ agreement” or “placing it below your review or below the link to the online retailer so readers would have to keep scrolling after they finish reading. Consumers should be able to notice the disclosure easily.”
- E.g., if you promote the referral in a video, the content of the video should conspicuously state or display the disclosure of your compensation interest proximate to the promotional matter itself, such that a typical viewer would be aware of the disclosure. Such disclosure should not also be undermined by statements that would tend to give an opposite impression even while being, in some sense, technically-correct, e.g., “I am not getting paid for this” or “I don’t get anything from this [video]”.
- Unstoppable Domains reserves the right to withhold Commission payouts and/or terminate the affiliate relationship with you should we determine, in our sole discretion, that you are not in compliance with the aforementioned FTC regulations or guides that we deem relevant to compliance with this term.
- Data Security
- In addition to the obligations set forth in Section 3 (FTC Endorsement Compliance), Affiliate shall comply with all applicable data protection laws regarding the transmission of data (e.g., any identifying information of referred customers) 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, if 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 Unstoppable Domains in complying with any data subject rights request under the GDPR that Unstoppable Domains may receive from any individuals referred to Unstoppable Domains by Affiliate. Affiliate further agrees to promptly assist Unstoppable Domains in complying with any duties to cooperate with supervisory authorities under the GDPR or any other legal regime, or with any lawful court order or governmental inquiry.
- Processing of Orders
- Unstoppable Domains will process orders placed by Referred Customers who follow properly-formatted Links from an Affiliate Site to Unstoppable Domains. 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 Unstoppable Domains’ 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 reasonably available to you through our website. To permit accurate tracking, reporting, and commission accrual, you will ensure that the Links between your website and our website are properly formatted according to specifications that Unstoppable Domains will communicate to you separately.
- Commission Pay Structure and Conditions
The following terms are subject to updates via direct communication from Unstoppable Domains and/or the posting of updated information on the Site; you agree in advance to any such updates, with your sole remedy for your rejection of such updated terms being withdrawal from the Affiliate Program:
- Attribution: The first purchase from customers who click on your link and purchase a domain from the Site. As an absolute condition of receiving attribution of purchases and commissions thereupon, referred customers must click on the link in the “referred session”; that is, the same web browser session as the one in which they viewed your Unstoppable Domains promotional matter;
- Qualifying purchases of domains are ascertained by actually granted registrations of new domains subject to Unstoppable Domains’ own validation procedures and at our own discretion.
- Commission Structure: Purchases of domains by referred customers will payout at the rates determined in Exhibit A solely by Unstoppable Domains in its full discretion subject to change or cancelation at any time. Information on payouts and tracked sales will also appear inside the affiliate’s account at unstoppabledomains.com.
- Limits: There is no limit to the number of customers you can refer;
- Payout exceptions: In cases of fraud perpetrated by the Affiliate, Unstoppable Domains reserves the right to decline to issue a payout in whole or part. Exceptions include, but are not limited to:
- Self-dealing: Self-referrals, “alter-ego” purchases, and referrals with any potential material benefit to the Affiliate via a direct or indirect relationship (as determined by Unstoppable Domains), are not Qualified purchases and are excluded from Affiliate Program payouts.
- Returns. Any domain that is returned by the purchaser for a refund (whether the refund is issued back to the payment method or issued as Unstoppable Site store credit) within thirty (30) days of purchase is not a Qualified Purchase and will not be eligible for a payout.
- Charge-backs: Unstoppable Domains reserves the right and ability to chargeback payments to Affiliates in cases including, but not limited to (1) cases of fraud or any other form of wrongful payment (as determined by Unstoppable Domains) induced by the underlying referred customer or otherwise underlying the purchase, (2) the registration of trademarked domains or those otherwise implicating trademark or other intellectual property rights of third parties, (3) refunds by referred customers for a valid reason (such as returns prior to the corresponding network going live, including such refunds that are issued as store credit), and (4) other violations of this Agreement undermining the validity of a purchase or purchases in Unstoppable Domains’ determination.
- Obligations Regarding Your Affiliate Site
- You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials 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 accurate product reviews, descriptions, and references on your Affiliate Site and linking those descriptions properly to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to Unstoppable Domains 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 defamatory or otherwise illegal. We disclaim all liability and responsibility for such matters.
- By participating in the Affiliate Program, you agree that you will not display advertisements for, or other promotion of, an Unstoppable Competitor on the Affiliate Site.
- Licenses and Use of Unstoppable Domains Logos and Trademarks
- Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Unstoppable Domains trademark and logo and similar identifying material provided by us (collectively, the “Licensed Materials”), for the sole purpose of selling Unstoppable Domains Products and Services on your Affiliate Site within the scope of the Affiliate Program, and as otherwise 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 Unstoppable Domains Products and Services, without first submitting a sample to us and obtaining the express prior written consent of Unstoppable Domains in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Unstoppable Domains, any hosted member of Unstoppable Domains or any Unstoppable Domains employee, partner, affiliate 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 Unstoppable Domains and the Affiliate Program, with the proviso that Unstoppable Domains’ 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 remain in effect until terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause, by providing written notice of such termination (email being sufficient) to the other party.
- You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commissions earned prior to the date of termination will be eligible only if the orders for the related Unstoppable Domains Products and Services are not canceled within 90 days and comply with all of the terms of this Agreement. We may withhold your final payments for a commission for a reasonable time to ensure that all Qualified Purchases (and the correlating purchases) are valid and payment from Referred Customers are legitimate, all as determined by Unstoppable Domains in its sole discretion.
- Unstoppable Domains 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 Unstoppable Domains’ sole discretion.
We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring on or after the date on which you accept and agree to such modifications. Such modifications shall take effect when posted on our website, and your continued participation in the Affiliate Program following the posting of such modifications shall constitute your agreement to the modifications.Modifications may include, but are not limited to, changes in the scope of available Commission Caps, Commission amounts or percentages, payment procedures, payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your sole 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 modification on our website will constitute binding acceptance of the change.
- Relationship of Parties
You and Unstoppable Domains are independent contractors, and nothing in this Agreement will create any corporate, 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 hereby agree not to make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.
- Representations and Warranties
You hereby 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 Unstoppable Domains 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 instruments applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or another proprietary 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 unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable (as determined at our sole discretion) or which is in violation of our Terms and Conditions or Acceptable Use Policy.
- You are at least eighteen (18) years 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 defend, indemnify and hold harmless Unstoppable Domains 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 limitation, its development, operation, maintenance and content therein not attributable to us (including your manner of use of the Licensed Materials), including violations of law as determined by a court or administrative agency (including, but not limited to the FTC).
Each of the parties hereto agrees that all information including, without limitation, non-public Unstoppable Domains and Affiliate Program business and financial information, Unstoppable Domains 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 disclosure hereunder.
- Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Unstoppable Domains may assign any or all of our rights and obligations to others at any time.
- Force Majeure. No failure, delay or default in performance of any obligation of Unstoppable Domains, including without limitation, with respect to the Services or Site, shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of Unstoppable Domains, including, without limitation, action or inaction of governmental, civil or military authority, change in law, fire, strike, lockout or other labor dispute, flood, terrorist act, war, or riot, theft earthquake and other natural disasters. In addition, no failure, delay or default in performance of Unstoppable Domains, including without limitation, with respect to the Services or Site, shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control or intent of Unstoppable Domains, including, without limitation errors of implementation (e.g., “bugs” and coding errors), errors of design, and errors resulting from unexpected interaction of various code modules or systems, failures of such systems or equipment, interruptions in access to or the operations of such systems or equipment; loss of functionality of such systems or equipment; degradation or corruption of such systems or equipment; compromises in the security or integrity of such systems or equipment; loss of power to such systems or equipment; and other situations that adversely affect such systems or equipment, however caused or occurring. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such occurrence.
- Governing Law and Jurisdiction. This Agreement shall be interpreted in accordance with the laws of the State of California (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of California between California residents, without giving effect to any conflict of law principles that would require the application of the laws of a different jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be heard in the state or federal courts of San Francisco, California. Each party acknowledges that any actual or threatened breach of Section (15) (“Confidentiality”) may cause the other party irreparable harm for which money damages may not be an adequate remedy and that injunctive relief may be an appropriate remedy for such breach in the foregoing court(s).
- 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.
- Entire Agreement. The provisions herein constitute the entire agreement between the parties and supersede all prior agreements, oral or written, and all other communications between the parties. No term or condition contained in any document provided by one party to the other party pursuant to this Agreement shall be deemed to amend, modify, or supersede or take precedence over the terms and conditions contained herein; except that to the extent the terms and conditions of and for an Affiliates’ earning Commission are altered by Unstoppable Domains’ later communications, such later terms shall control.
- Severability. Should any provision hereof be deemed by law to be invalid or inoperative, such provision shall be treated as severable and shall not affect the force and validity of the remaining provisions of this Agreement.
- Non-Exclusivity. The parties agree that this Affiliate Agreement is completely non-exclusive to Unstoppable Domains and shall not in any way limit our ability to collaborate with any other Affiliate, potential Affiliate, or any other business collaborator or partner. This Affiliate Agreement is non-exclusive to you; provided that you will not conduct any marketing activities on behalf of an Unstoppable Competitor.
- Electronic Communications
You agree that sending us emails, receiving emails from us, sending and/or receiving electronic invoices, visiting our Site and completing online forms constitute electronic communications. You hereby consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
By participating in the Affiliate Program, you agree that you will not conduct marketing activities on behalf of, or otherwise promote the products of, any Unstoppable Competitor. Among other things, you will not display any advertisements or promotions on behalf of an Unstoppable Competitor on the Affiliate Site, nor will you promote any Unstoppable Competitor or the products of any Unstoppable Competitor on your social media accounts (including but not limited to Twitter, Instagram, Facebook, GitHub, BitClout, among others). You also agree that you will not promote any Unstoppable Competitor or the products of any Unstoppable Competitor via video, livestream, podcast, Clubhouse, or any other video or audio means of distribution. Unstoppable Domains may in its sole discretion determine what entities are Unstoppable Competitors, and may distribute a list of Unstoppable Competitors to you from time to time.
You hereby acknowledge that Unstoppable Domains contracts with and cooperates with a number of Affiliates in the ordinary course of business, and that some such Affiliates may produce products or services that are substantially similar to and/or compete with your products and services. You hereby acknowledge that nothing in this Agreement shall give you the right to prevent us from working with such competing Affiliates, and none of our relationships, campaigns or projects with such Affiliates shall give you the right to any legal claim for damages.
For the promotion services performed under this Agreement, UD shall pay to an Affiliate a cash payment equal to a percentage of UD’s Affiliate Net Sales, such percentage being determined by the Affiliate’s Affiliate Tier, as disclosed on the Affiliate’s individual login portal.
- “Affiliate Net Sales” means the total aggregate, undiscounted, untaxed revenue, income and consideration actually received by UD in exchange for Qualified Purchases made by Affiliate Customers. This only includes customers that created an Unstoppable Domains account via Affiliate’s link.
- “Affiliate Customer” means a Customer who (i) has purchased UD’s products or services via Provider’s mobile properties, application(s), or link(s) on Affiliate ’s website (collectively, the “Affiliate Properties”) during the term of this Agreement; (ii) if an individual is at least 18 years of age; and (iii) was not already a Customer of UD prior to the date of such Customer’s first purchase via the Affiliate Properties.
- The Affiliate is not entitled to receive any payments in connection with any duplicate or fake accounts or any arrangements to split Fees with any Customers, or any other purchases that do not qualify as Qualified Purchases as defined herein.
- Regardless of the form of payment, Unstoppable Domains may review payments for up to 30 days before approving them (and associated purchase(s)).
UD shall remit payment to the Affiliate according to the following schedule:
First Four Months:
- For four (4) months from the Affiliate’s first referred order, any accrued payments in a given calendar month will be paid within two (2) business days after the last business day of the month.
After Four Months, for ACH payments:
- After four (4) months have elapsed from the date of Affiliate’s first referred order, if the Affiliate elects to receive payments via ACH, the Affiliate will become eligible for weekly payouts when the weekly accrued balance is $500 or more. Once the Affiliate accrues a payment balance of $500 or more, the payment will be paid out within two (2) business days following the end of the calendar week on which the payment balance reached $500;
- For example, if the Affiliate accrued the following payments within a given calendar month:
- Week 1: $300
- Week 2: $100
- Week 3: $200
- Then, UD would pay out $600 by Tuesday of Week 4.
- For example, if the Affiliate accrued the following payments within a given calendar month:
- Any accrued payments of less than $500 in a given calendar month will be paid within two (2) business days after the last business day of the month.
- On weeks in which both a weekly payment and a monthly payment are due, UD will combine the value of the two payments into one (1) payment, and issue only one (1) payment.
After Four Months, for crypto or PayPal payments:
- After four (4) months have elapsed from the date of Affiliate’s first referred order, if the Affiliate elects to receive payments via cryptocurrencies or PayPal, then any accrued payments in a given calendar month will be paid within two (2) business days after the last business day of the month.
The Affiliate will provide UD with all banking information, tax forms, and other legal and financial information necessary for UD to successfully remit payment to the Affiliate (the Affiliate’s “Payment Information”). UD shall request from the Affiliate the information necessary to complete payment before remitting any accrued payments to the Affiliate.
If, after three (3) requests from UD, the Affiliate fails to provide such Payment Information to UD, the Affiliate’s accrued balance will be removed.