This agreement contains the complete terms and conditions that apply to your participation in the Refer a Friend or HappyGrasshopper.com Affiliate Program.
1. Refer a Friend.
Anyone can use the Refer a Friend program. When you enter the name and email address of someone you would like to refer, we will invite them to try out Happy Grasshopper. The name and email will be noted in your account and the user status will be tracked. When the referred user creates an account you will be credited with a free month and notified via email.
Use of the Refer a Friend portal for spamming purposes is not allowed. If we determine that the Refer a Friend portal was used for these purposes, your account will be closed, no refunds will be issued, and no commissions will be paid.
2. Enrollment as an Affiliate.
To begin the enrollment process, you will submit a completed application form through our website. Your account will be active and your unique tracking code will be emailed to you. If you do not receive your unique tracking code, please email us at firstname.lastname@example.org. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine that your application is unsuitable for the Program for any reason, including, but not limited to, if your business incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as businesses that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions").
We will pay you a commission of $5/month per registered paid subscriber you refer. The commission rate is subject to change from time to time upon e-mail notice to you and commencing the 30 days following such notice.
3. Commission Payment.
Commissions deemed due and owed to you under the program will be paid to you directly by Happy Grasshopper, LLC after any holding period and in accordance with a regular payout cycle established by HappyGrasshopper.com. HappyGrasshopper.com will only pay for referrals that have a paid service. Paid service is defined by clients who have paid the monthly service subscription fee, free accounts, and free months given based on special promotions are not subject to a commission. Commissions are earned per each new client referred who enters your unique tracking code, signs up by clicking your affiliate URL, or is referred through the Refer a Friend page.
4. Responsibility for Your Content.
We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law when inviting people to try HappyGrashopper.com. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:
- IRC postings or any other form of spamming;
- Provide inaccurate or incomplete information to HappyGrasshopper.com concerning your identity, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions of our sites or your business;
- Engage in popup advertisement network activities;
You are free to bid on PPC networks for keywords related to HappyGrasshopper.com with the intent to direct traffic to HappyGrasshopper.com. However, the following terms are not allowed:
- "happy grasshopper"
However, you may bid on a phrase that includes any of the above terms, e.g. "happygrasshopper review", "happygrasshopper.com email marketing", etc. When setting up the display advertisement in a PPC campaign, it is not permitted to use the display URL "www.happygrasshopper.com" or "happygrasshopper.com", and ad text in a display ad may not contain the "HappyGrasshopper" trademark.
The goal of our guidelines regarding pay-per-click advertisements is to preserve the integrity of the HappyGrasshopper.com brand name and reputation. We do not want affiliates, or for that matter, any third party, representing themselves as HappyGrasshopper.com or presenting themselves in a way that could be confused with HappyGrasshopper.com.
5. Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail to your e-mail address on our records is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
7. Relationship of Parties.
You and HappyGrasshopper.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the HappyGrasshopper.com, and HappyGrasshopper.com expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.
8. Limitation of Liability. We will not be liable for indirect, special, 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.
We make no express or implied warranties or representations with respect to the Affiliate Program or any company services or other items sold through the Program. In addition, we make no representation that the operation of our site and program will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
10. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide HappyGrasshopper.com with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your business and not generally available to other members of the Affiliate Program, website, business, and financial information relating to HappyGrasshopper.com, customer and vendor lists relating to HappyGrasshopper.com and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose, or freedom from patent, trademark, or copyright infringements, whether arising by law, custom, or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
You hereby agree to indemnify, defend, and hold harmless HappyGrasshopper.com officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, losses, liabilities, damages, or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation, or warranty made by you herein; or (iii) or any claim related to your business.
Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of Florida, without reference to rules governing choice of laws. HappyGrasshopper.com reserves the right to institute a reserve fund holding commissions for a time period deemed necessary in situations where sales generated by an affiliate consistently have a high chargeback/cancellation ratio. HappyGrasshopper.com will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. In order to facilitate accurate record-keeping, multiple HappyGrasshopper.com affiliate accounts spanning multiple affiliate networks are strictly prohibited. If you have an account with the HappyGrasshopper.com in-house affiliate program and also open a HappyGrasshopper.com affiliate account with another network such as Commission Junction, both affiliate accounts will be terminated and all commissions will be forfeited. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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 provision or any other provision of this Agreement.
14. Binding Arbitration.
By participating in this affiliate program, you agree to binding arbitration for any disputes or claims that arise against HappyGrasshopper.com and its subsidiaries in conjunction with this program. An arbitration firm selected by Happy Grasshopper, LLC will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in this program. All decisions rendered are final. You also are responsible for any and all costs related to such arbitration.