PLEASE READ THESE AFFILIATE TERMS & CONDITIONS CAREFULLY.

This agreement is a contract between you (the “Affiliate”) and WP Maintainer, LLC. It outlines how we will work together.

The Affiliate Terms & Conditions apply to your participation in our Affiliate Program (the “Affiliate Program”). You must agree to them to participate in our Affiliate Program.

We will periodically update these terms, and may choose to replace these terms in their entirety for any reason. If we update or replace the terms we or the Affiliate Dashboard will let you know via electronic means, which may include a notice in the Affiliate Dashboard or a notification by email.

If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“Affiliate Program” means our affiliate program as described in these Terms & Conditions.

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Dashboard.

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Promo Code” means the unique, trackable, promotional code provided to you by WP Maintainer to help encourage Affiliate Lead conversions. Note: Subscriber Transactions using any promotional or coupon code will be subject to a lower Initial Commission.

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.

“Affiliate Dashboard” means the dashboard application that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program, currently this is located at: https://my.wpmaintainer.com

“Terms” means these Affiliate Terms & Conditions and all materials referred or linked to in here.

“Commission” means an amount described in the Affiliate Dashboard (or if applicable, in the Terms) for each Subscriber Transaction.

“Subscriber” means the authorized actual user of the WP Maintainer service who has signed up for a Subscription.

“Subscriber Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the Subscriber Transactions’ section of this Agreement. Subscriber Transactions primarily include first-time sign-ups or recurring sign-ups (outlined later).

“Subscriber Data” means all information that Customer/Subscriber submits or collects via the WP Maintainer sign up process or transactions.

“Affiliate Terms & Conditions Page” means the landing page: https://wpmaintainer.com/affiliates/terms/ where we will keep all the up to date guidelines and policies for the Affiliate Program.

“We”, “us”, “our”, and “WP Maintainer” means WP Maintainer, LLC.

“You” and “Affiliate” means the person, business, or party, other than WP Maintainer, entering into this Agreement and participating in the Affiliate Program.

Affiliate Program Participation

Once accepted as an Affiliate, you will gain access to an Affiliate Dashboard, which will include an Affiliate Link (and code), an Affiliate Promo Code, and access to Affiliate Assets (logos, advertisements, and more). You will comply with the terms and conditions of this Agreement at all times, including any applicable Terms.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and WP Maintainer. Both you and WP Maintainer will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Subscriber Transactions

Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Dashboard (or if applicable, in the Terms) from the date the Affiliate Lead clicked on the Affiliate Link that was made available to the Affiliate Lead.

We will pay you Commission as described in the Affiliate Dashboard (also outlined in these in the Affiliate Terms, see Initial Commissions and Recurring Commissions) for each new Subscriber who completes an applicable Subscriber Transaction after clicking on an Affiliate Lead made available by you, provided you continue to remain eligible to receive Commission within the Terms.

The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Subscriber Transaction only, regardless of any additional purchases made by that customer during their Subscription Service.

Initial Commissions

• Full price sign-ups earn $20 commission after the second month’s Subscription payment.
• Discounted (coupon or promo codes) will earn $10 commission after the second month’s Subscription payment.

Recurring Commissions

When an Affiliate has Affiliate Leads that have converted to on-going Subscribers of a total of 25 or more active Subscribers, the Affiliate will receive additional commissions of $10 per active subscriber. Less than 25 active Subscribers will not earn Commissions.

Terms for All Commission Types.

• Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Subscriber Transaction must have occurred, (iii) a Subscriber must remain a customer during the locking period in the Affiliate Dashboard (or if applicable, in the Terms). You are not eligible to receive Commission or any other compensation from WP Maintainer based on transactions if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Subscriber objects to or prohibits such compensation or excludes such compensation from its payments to us or our Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Terms that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program, or (v) the Subscriber participates in any of our Partner or Affiliate programs. If at any point you are eligible to receive a Commission under another Program at WP Maintainer, that payment amount will not change based on your participation in the Affiliate Program.
• Acceptance & Validity. You will only be eligible for a Commission payment for any Subscriber Transactions that result from Affiliate Leads generated by the Affiliate Link or Affiliate Promo Code that we make available to you and are accepted by WP Maintainer. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential Customer/Subscriber, and (ii) is not, at the time of submission or ninety (90) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Dashboard (or if applicable, in the Terms) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects.Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any interactions between WP Maintainer and an Affiliate Lead will be at WP Maintainer’s discretionCurrently, Affiliate Leads should be related to the Affiliate for up to 30 days unless the Affiliate Lead clicks another Affiliate Link (this will override the Affiliate/Affiliate Lead relationship), or their browser cookies are cleared. If an Affiliate Lead has cookies disabled or in any way restricted, WP Maintainer cannot honor the Affiliate Commission.
• Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Dashboard); (ii) completed all steps necessary to create your account in the Affiliate Dashboard in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Dashboard to process any payments that may be owed to you.
• Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Subscriber Transaction, then your right to receive Commission arising from any and all Subscriber Transactions with the associated Customer/Subscriber will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you the Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Subscriber Transactions, as long as these Subscriber Transactions do not involve the same Subscriber associated with a Forfeited Transaction. Ultimately, it is WP Maintainer’s discretion as to whether or not a Subscriber Transaction or Affiliate Commission is to be forfeited.
• Commission Payment. WP Maintainer’s Affiliate Commission Payouts are in United States Dollar (USD) and are made via valid Paypal account payments. Affiliate and related companies are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. WP Maintainer reserves the right to alter or change the Commission amount as per the Terms.

Logos, Trademarks, and Assets

In the event that we make our trademark available to you within the Affiliate Dashboard, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) WP Maintainer Customer and lead information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Unsubscribe & Opt Out

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

Term & Termination

• Term. These Terms & Conditions will apply for as long as you participate in the Affiliate Program, until terminated.
• Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
• Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
• Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
• Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Subscriber Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement.In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. You are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will terminate all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.Upon termination or expiration, you will immediately stop all use of our assets/branding/logos and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision WP Maintainer with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Assets.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a WP Maintainer Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Dashboard all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with WP Maintainer’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase HubSpot products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, <iframes>, or hidden frames), or offering incentives to encourage purchases or signups.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Dashboard, or (e) our use of the Affiliate Assets. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

• Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE HUBSPOT PRODUCTS, HUBSPOT CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE HUBSPOT PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
• Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED SUBSCRIBER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
• Affiliate Dashboard. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
• Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE PROGRAM HAVE A SET DURATION (TYPICALLY, 30 CALENDAR DAYS). IF AN AFFILIATE LEAD CLEARS THEIR COOKIES DURING THIS PERIOD, WP MAINTAINER SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General

• Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://wpmaintainer.com/affiliates/terms/.Affiliates should review this Agreement regularly. If you don’t agree to the update, change or replacement, you can choose to terminate as described earlier in these Terms.
• Applicable Law. This Agreement shall be governed by the laws of the State of Maryland, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Annapolis, Maryland.
• Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
• Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
• Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the HubSpot Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.
• Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.WP Maintainer, LLC
  Attn: Affiliate Legal Dept.
  518 Brian Ave, Unit 1812
  Silverthorne, CO 80498To you: your address as provided in our affiliate account information for you.

  We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

• Severability. If any part of this Agreement is determined to be invalid or not enforceable by applicable law(s), then the invalid or not enforceable portion will be deemed replaced by a valid, enforceable term that most  closely matches the intent of the original portion and the remainder of these Terms will continue in effect.
• Entire Agreement. It is the express wish of both parties that this Agreement and all related documents be written and maintained in English. These Terms are the entire agreement between Affiliate and WP Maintainer for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. WP Maintainer objects to and rejects any additional or different terms proposed by Affiliate, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the WP Maintainer Service or dependent on any oral or written public comments made by us regarding future functionality or features of the WP Maintainer Service.
• Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
• Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
• No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
• Terms & Conditions Page. We may change the Terms from time to time. Your participation in the Affiliate Program is subject to the Terms, which are incorporated herein by reference