CorpNet Partner Program Affiliate Agreement
This CorpNet Partner Program Affiliate Agreement was last updated on October 15, 2020.
This CorpNet Partner Program Affiliate Agreement (the “Agreement”) is made by and between CorpNet, Incorporated, a California, USA corporation (“CorpNet” “we”, “us”, “our”), and you, (“you”, “your”, “Affiliate”) as a participant in the CorpNet Partner Program.
You agree to abide by the terms and conditions contained in this Agreement in order to participate in the CorpNet Partner Program. Please read this Agreement carefully signing. By signing up for the CorpNet Partner Program, you indicate your acceptance of this Agreement and its terms and conditions.
All terms and conditions herein are subject to change. By accepting this Agreement, you also accept any future modifications that CorpNet may make to this Agreement. Any such modifications shall be posted to the website: www.CorpNet.com/Partners/.
Definitions
Reseller: An eligible and approved individual or business entity who provides services to his/her clients under the reseller’s own name or brand, with the services fulfilled by CorpNet, Incorporated (CorpNet) on a discounted or custom-pricing basis, as approved by CorpNet.
Enterprise Client: An eligible and approved individual or business entity with high volume of business, who provides services to his/her clients under the reseller’s own name or brand, with the services fulfilled by CorpNet on a discounted or custom-pricing basis, as approved by CorpNet.
Referral Partner: Any eligible and approved individual or business entity who refers a customer to CorpNet, through a link on the Referral Partner’s website (a “Link”), with each referral designated either as entitling the Referral Partner to a Commission, or entitling the referred client to a discount on CorpNet’s services and with the client thereafter directly serviced by CorpNet.
CorpNet Partner or Affiliate: An individual or business entity participating in one or more of the Reseller, Enterprise Client, or Referral Partner programs.
Commissions – Referral Partners Only
CorpNet will pay you a commission (the “Commission”) on fees received and retained by CorpNet (“Referral Revenue”) from clients referred by you as a Referral Partner via your website Link, all subject to terms, conditions, and limitations stated herein. The Commission rate will be determined by CorpNet. Commissions also may be paid on telephone orders, where the customer specifically names you as the referral source.
“Referral Revenue” is defined as gross revenue received and retained by CorpNet, less:
- Federal, state, county, city, and governmental fees
- Discounts, coupon codes, returns, chargebacks, and credits
- Fees payable to third parties
- Certain variable operating costs associated with a given order
- Disputed amounts
Commissions are paid on the twentieth (20th) day of each month, when the amount of accrued and unpaid Commissions owed (your “Account”) is $50 or more for the previous transactions. Unpaid amounts credited to your Account do not accrue interest. All payments will be made by QuickBooks BillPay or such other method as CorpNet may designate in its sole discretion, and your participation in the Referral Revenue program is contingent on your agreement to accept payments by that method.
You understand that CorpNet may change the $50 minimum payout amount at any time. You are responsible for determining if the minimum payout amount for a Link you have placed on your site has been changed, altered, or discontinued.
If CorpNet pays a Commission on a transaction for which payment subsequently is reversed for any reason, CorpNet may deduct from your Account the Commission previously credited. If your Account balance is less than the deducted Commission, the amount owed will be deducted from your future Commissions. You will never be asked to send money to CorpNet.
An approved Affiliate must be active and in good standing with CorpNet to be eligible to receive Commissions.
Commissions may be earned only on purchases of our products and services for the full retail price. Where a purchase is made under any discount or savings program, no Commission shall be paid. If a client referred by you chooses to become a CorpNet Partner, no commissions will be paid on purchases by that client after becoming a CorpNet Partner.
Each Affiliate may have multiple sources, web properties, or channels for purposes of marketing CorpNet services, but each Affiliate may have only one Affiliate Account for purposes of calculating and paying Commissions.
Self-referrals for Affiliate accounts are allowed.
All Affiliates must maintain a business address within the United States. Affiliates with foreign business addresses may not participate in the CorpNet Partner Program.
If multiple Affiliates refer or may have referred one particular order, the Commission will be paid based on the referral that is last in time (as determined by the Affiliates’ Links). Commissions are never split between Affiliates.
Referral Revenues and Commissions are calculated by CorpNet, and its decision will be final.
All disputes regarding Commissions must be communicated to us within 60 days from the date of the sale on which you claim a Commission is owed. Disputes must be communicated via email to: partners@corpnet.com.
Affiliate Accounts that are left inactive will be removed from our system, if the balance is $50 or less. An Account is considered “Inactive” where no user has logged in to the account for six months AND no transactions have posted to that account for six months.
CorpNet Links and Banners
You may place CorpNet Links and banners anywhere on your website, in your discretion, or within email campaigns where users have opted in to receive email from you. You may place Links and banners within your social media pages for which you are an administrator. Any email campaign mentioning the CorpNet name or products must represent CorpNet in compliance with this Agreement and our branding and marketing policies.
You may place banners or Links within your newsletters, advertising, or other content, in compliance with this Agreement.
Any page that contains CorpNet Links, banners, or code must be written in English or Spanish.
You may not use any app, code, or other facility that results in the display of a CorpNet window that is not the result of a direct click by the end user.
CorpNet Links and banners may not be used in:
- SPAM email and posts
- Email or other marketing to purchased mailing lists
- Newsgroups, chat rooms, instant-messenger apps, message boards, banner networks, hit farms, counters, guestbooks, and the like
- Desktop advertising apps and platforms
You may NOT post the Links or banners anywhere within any CorpNet pages or apps, such as CorpNet.com, the CorpNet Blog, or CorpNet-managed social media pages or groups.
CorpNet may terminate your Account immediately for any violation of this Agreement, and your accrued Commissions will be forfeited.
Your publication of CorpNet banners and Links, and CorpNet’s posting of links to your website(s), do not imply that CorpNet endorses you or your services. CorpNet disclaims liability arising from or related to your provision of any services or from the content or use of your website(s).
Contacts from Us
We may email you concerning CorpNet Partner Program and administrative or billing matters. You agree to keep your email address and other contact information current at all times.
Modification of Our Program and Services
We reserve the right to add to, modify, or eliminate portions of our services and the CorpNet Partner Program at any time. Any such changes will be posted at CorpNet or on our other sites, pages, or apps as appropriate. Your consent to this Agreement, and your continued participation in the CorpNet Partner Program constitute your acceptance of those modifications, as and when they are published.
Prohibited Uses
We reserve the right to terminate the use of Links, CorpNet banners, or our brand in connection with any website that we deem inappropriate or inconsistent with our policies In particular, adult-content sites, sites that promote illegal activity or violence, and sites that contain hate speech may not participate in the CorpNet Partner Program.
Indemnification and Limitation of Liability
You agree to indemnify, defend, and hold CorpNet, its shareholders, subsidiaries, affiliates, directors, officers, independent contractors, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party arising from or related to: (a) your participation in the CorpNet Partner Program, along with your use of the Services, the Site, or the CorpNet Apps, or any of the information contained therein; (b) a violation of this Agreement; or (c) infringement by you or other person using your Account of any intellectual property or any other right of any person or entity. If we are threatened by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide these assurances may be considered by us to be a breach of this Agreement.
Fraud
Any Affiliate who attempts to create fraudulent sales, leads, or click-throughs, using robots, frames, iframes, or scripts, or by manually refreshing pages, or by another other means, will be terminated immediately, and all accrued Commissions will be forfeited. Fraud is a serious offense and may be reported to law enforcement for criminal prosecution to the maximum extent allowed by law.
Relationship of the Parties
Notwithstanding any provision hereof to the contrary, CorpNet and Affiliate shall be and act as independent contractors and not as partners, joint venturers, agent and principal, or employer and employee. Neither shall have the authority to bind or attempt to bind the other to any contract or obligation. Except as stated otherwise in this Agreement, CorpNet will not control the means or methods by which the Affiliate markets CorpNet services hereunder.
Affiliate and its representatives acknowledge and agree that: (i) Affiliate and all persons acting on its behalf are solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, workers’ compensation insurance and unemployment insurance, with respect to the Commissions; and (ii) neither Affiliate nor any persons acting on its behalf have any right or claim to pension, annuities, or other benefits or compensation otherwise provided to employees of CorpNet.
Privacy Policy and Confidential Information
Our use of your information is governed by the Privacy Policy posted on our website.
Registration
To sign up as an Affiliate and to participate in the CorpNet Partner Program, you must be at least 18 years of age, and you must supply a valid tax ID number, which may be your Social Security number for individuals, or a Federal tax ID number for corporations or business entities.
As part of the registration process, you will select a username and password combination that you use to access your Affiliate area within the website. You shall provide CorpNet with accurate, complete, and updated registration information. You may not select the name of another person with the intent to impersonate that person or to deceive members or other users as to your true identity. You agree that CorpNet may rely on any data, notice, instruction, or request furnished by you or anyone using your Account credentials. You shall notify CorpNet by email at support@corpnet.com of any known or suspected unauthorized uses of your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your username and password. You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all usage and activity on your Account, including use of the Account by a third party.
Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination by CorpNet and referral to the appropriate law enforcement agencies.
Accepted Use
You represent to CorpNet that all content you provide to us: is solely owned by you or provided by you with the express authority of the person or organization who owns it; does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights); and is not defamatory, libelous, unlawful or otherwise objectionable. As CorpNet may not review all information provided by you, you shall remain solely responsible for your content and website.
We Are Not a Law Firm
CorpNet is NOT A LAW FIRM and DOES NOT ENGAGE IN THE PRACTICE OF LAW. If you are providing our services to third parties, you may not engage in the practice of law unless you are licensed to practice law in that jurisdiction.
Disclaimer of Warranties
THE CORPNET PARTNER PROGRAM, THE CORPNET WEBSITE, THE CORPNET APPS, AND ALL MATERIALS, INFORMATION, SEARCH RESULTS, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE FROM OR THROUGH CORPNET ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CORPNET EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CORPNET DISCLAIMS ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE CORPNET WEBSITE, AND ALL MATERIALS, INFORMATION, USER CONTENT, SEARCH RESULTS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE. CORPNET DISCLAIMS ALL WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY CORPNET.
CorpNet shall have no liability for any interruptions in your access to the CorpNet website, the CorpNet Apps or the CorpNet services. CorpNet further disclaims all liability for any technical problems that interfere with your access to the CorpNet website or apps, including but not limited to failure of any telephone network or service, software errors, or failure of email delivery. This disclaimer covers injury or damage to your or to any other person’s computer, mobile device, or other hardware or software.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE CORPNET WEBSITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL OR DATA.
CorpNet disclaims all responsibility and liability for the accuracy, completeness, legality, reliability, operability, and availability of information or material displayed in or linked from any search results (including name searches, trademark searches, or CorpNet Partner Program searches) or otherwise made available by CorpNet, users, or third parties, regardless of whether the information or material is paid for.
CorpNet disclaims all responsibility and liability for the accuracy, completeness, and reliability of information provided by CorpNet regarding most popular entity structures, filing fees, estimated processing time requirements, popular states for filings, and common user responses to questions. You acknowledge you are not paying CorpNet for the aforementioned information. CorpNet disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails, alerts, or material. CorpNet further disclaims any responsibility for any harm resulting from downloading or accessing any information or material provided by CorpNet or via other sites or services on the Internet accessed through CorpNet.
Limitation of Liability
CorpNet’s liability shall be limited in all cases to only those amounts paid to CorpNet by an Affiliate’s customers.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CORPNET SHALL NOT BE LIABLE ON ANY CLAIM IN WHOLE OR IN PART ARISING FROM OR RELATED TO THE USE OF, MISUSE OF, OR RELIANCE ON THE CORPNET WEBSITE, THE CORPNET APPS OR THE CORPNET SERVICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CORPNET NOR ANY OF ITS SHAREHOLDERS, SUBSIDIARIES, DIRECTORS, OFFICERS, INDEPENDENT CONTRACTORS, AGENTS, OR EMPLOYEES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, IN WHOLE OR IN PART ARISING FROM OR RELATED TO THE CORPNET SERVICES, THE CORPNET WEBSITE, OR THE CORPNET APPS. THIS LIMITATION APPLIES TO CLAIMS BASED ON CONTRACT, TORT, STATUTE, EQUITY, OR ANY OTHER THEORY, EVEN IF CORPNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA.
CorpNet is not responsible for advising you or your customers with respect to any obligations to maintain legal entities, or to comply with corporate formalities, or to file annual reports, tax returns, or any other filings, fees, taxes, or documents due to be filed or submitted to a government municipality. CorpNet’s sole responsibility is to provide assistance in preparing forms, as per your instructions, and filing them with the designated governmental body.
Ownership and Licenses
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use CorpNet’s trademarks and banners, in conformance with this Agreement. All images, technology, and content provided for your use is and shall remain the sole property of the CorpNet, and no part thereof shall be deemed assigned or licensed to you except as explicitly provided for herein. All intellectual property, including trademarks, copyrights, patent rights or applications, tradenames, and service marks (collectively, “CorpNet IP”) related to the foregoing shall remain CorpNet’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to you in any way.
CorpNet may immediately terminate your license to use the CorpNet IP, if CorpNet reasonably believes that such use infringes on, dilutes, tarnishes, or otherwise impairs the value of the CorpNet IP. You acknowledge that your use of the CorpNet IP will not create in you, nor will you represent that you have, any right, title, or interest in or to the CorpNet IP other than the license granted herein. You will not challenge the validity of or attempt to register any of the CorpNet IP, nor will you adopt any derivative or confusingly similar names, brands, or marks. You acknowledge CorpNet’s ownership and exclusive right to use the CorpNet IP and agree that all goodwill arising as a result of the use of the CorpNet IP shall inure to the benefit of CorpNet.
Representations
CorpNet.com makes no representations whatsoever about any other website that you may access through CorpNet. In addition, a link to a non-CorpNet website does not mean that CorpNet endorses or accepts any responsibility for the content or the use of such website.
Assignability
Affiliate or CorpNet may assign this Agreement to any successor or Affiliate upon notice to the other party and receipt of the other party’s consent, which shall not be unreasonably withheld.
Force Majeure
Without limiting the foregoing, under no circumstances shall CorpNet or its third-party licensors, be liable for any delay or failure in performance resulting in whole or in part from causes beyond its or their reasonable control, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, epidemics, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Governing Law and Dispute Resolution
Our business is operated from the State of California. The laws of the State of California govern this Agreement and your participation in the CorpNet Partner Program, without giving effect to any choice of law rules. We make no representation that our services are appropriate, legal, or available for use in other locations. Subject to the “Arbitration of Disputes” section below, you agree to submit all claims arising from or related to your relationship with us to the exclusive jurisdiction of the state and federal courts in Ventura County, California, and you waive any objections to jurisdiction, venue or forum. In any action between us, the prevailing party shall be entitled to recover its attorneys’ fees and costs.
Arbitration of Disputes
If any disputes arise, and the total amount in dispute is more than $10,000.00, the claim(s) shall be submitted to binding arbitration, as follows.
The party who intends to seek arbitration must first send, by U.S. certified mail, a written notice of dispute to the other party. The notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought. The parties then shall attempt in good faith to informally resolve the dispute. If no resolution is reached within 30 days after the notice is received, either party may commence an arbitration proceeding, in accordance with the Comprehensive Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Service (JAMS), available at www.jamsadr.com. The arbitration shall be conducted in Ventura County, California, before a single arbitrator. The fees of the arbitrator shall be shared equally between the parties.
The parties agree that, by assenting to these Terms and Conditions, they are each waiving the right to a trial by jury.
In consideration for your participation in the CorpNet Partner Program, you agree not to sue CorpNet as a class plaintiff or representative plaintiff or to participate, as a class member or otherwise, in any representative action against CorpNet. Nothing in this paragraph limits your rights to assert any individual claim in accordance with this Agreement.
Compliance with Laws
You are responsible for compliance with all applicable law. You agree not to violate applicable state, federal, or international laws, regulations or other government requirements, in connection with your participation in the CorpNet Partner Program. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation.
Miscellaneous
If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and thus shall not void this Agreement in its entirety.
If you have any questions, please contact support@corpnet.com.
