Last Modified Date: June 23, 2022
Welcome to the forever domains Affiliate Program!
This is an Affiliate Program Operating Agreement (“Agreement”) between you (“you” or “Affiliate”) and Impervious, Inc. and its predecessors, successors, assigns, parents, subsidiaries and affiliated companies (collectively, “Impervious” or "forever domains" or “we” or “us”).
The terms and conditions contained in this Agreement apply to your registration and participation in the forever domains Affiliate Program (“Affiliate Program”), operated by Impervious, Inc. By applying and continuing to participate in the Affiliate Program, you expressly consent to all the terms and conditions of this Agreement and documents incorporated herein. Please read them carefully.
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT LIMITS OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION 12, BELOW. THIS AGREEMENT ALSO CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 23 THAT AFFECTS AND LIMITS YOUR RIGHTS TO PURSUE ANY CLAIMS ARISING FROM THIS AGREEMENT.
The Affiliate Program permits you to collaborate with us to monetize your website, social media content, online software application, or other platform through which you connect with potential customers (each a "Site" and collectively your "Sites"). Subject to the terms and conditions of this Agreement, you may receive payment from us when an individual ("Customer") clicks on a qualifying forever domains link from your Site and subsequently makes a forever domains purchase.
Subject to your continued compliance with the terms of this Agreement, we will provide to you a link (“Affiliate Link”) that is unique to you and your membership in the Affiliate Program. You may display your Affiliate Link on your Sites in accordance with the terms of this Agreement. When clicked, your Affiliate Link will direct a party to a commission window (“Commission Window”) specifically connected to your account with us.
Under the Affiliate Program, you will be eligible to receive commission payments ("Commission" or "Commissions") for Qualified Acts in accordance with Schedule 1 of this Agreement. A "Qualified Act" occurs when an Individual clicks on your Affiliate Link through your Site and subsequently makes and completes a purchase of a forever domains product or service through the Commission Window associated with your Affiliate Program identifier within thirty (30) days of clicking the Affiliate Link. An "Individual" must be a person or entity who is not a computer-generated user (such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like a natural person or entity), is not using pre-populated fields, and is not later determined by us to be a fraudulent, duplicate, or otherwise unqualified person. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Affiliate Link displayed on your Sites is properly formatted and an accurate copy of the Affiliate Link that we provide to you. We are not responsible for any error or omission, whether inadvertent or otherwise, in displaying the correct Affiliate Link on your Sites, and you will not be eligible to receive payment of Commissions based on activity related to any Affiliate Link that is improperly formatted or incorrectly displayed on your Sites, as we may determine in our sole discretion.
forever domains purchases by Individuals will only serve as the basis of a “Qualified Act” for the most recent Commission Window accessed by the Individual. For example, if an Individual clicks on your Affiliate Link but does not make a forever domains purchase, and then clicks on an Affiliate Link of another Affiliate in our program and makes a forever domains purchase through that other Affiliate’s Commission Window, the other Affiliate, not you, will be eligible to receive a Commission.
Payment for Commissions is dependent upon Customers providing such funds to us, and therefore, you agree that we are responsible to you for payment of Commissions only to the extent that we have received corresponding funds from a Customer. You hereby release Impervious from any claim for Commissions if we do not receive such funds from a Customer.
Subject to the terms and conditions of this Agreement, Commissions earned under this Agreement will be paid to you approximately forty-five (45) days after each Qualified Act is completed, provided that the forever domains purchase underlying the Qualified Act is not returned or charged back by the Individual. We reserve the right to charge back to your Affiliate Program account any previously paid Commission related to any Qualified Act that we later determine in our sole discretion to have not met the requirements of this Agreement. You are responsible for all amounts charged back against your affiliate account, whether or not your affiliate account has sufficient credit to cover the charged back amount.
We will pay your Commission either (i) by crediting the Commission amount to your affiliate account, or (ii) making payment to a PayPal account for which you have provided the requisite account information to us. We are not responsible for paying any associated transaction or administrative fees.
All tracking of Affiliate Links and determinations of Qualified Acts and Commission amounts shall be made by us in our sole discretion. In the event that you dispute in good faith any portion of an invoice or determination of a Qualified Act or Commission payment, you must submit that dispute to us in sufficient detail to support@impervious.com with the subject line “AFFILIATE PROGRAM DISPUTE” within fourteen (14) calendar days of the date of the invoice. If you do not dispute the invoice as described herein, you irrevocably waive any claims based upon that invoice and related to the dispute.
If you have an outstanding balance due to us under this Agreement or any other agreement between you and us, whether or not related to the Affiliate Program, you agree that we may offset any such amounts due to us from amounts payable to you under this Agreement. You are only eligible to receive Commission payments if your account with us has a balance of at least $30.00. Accounts with a balance of less than $30.00 will not be paid until an account balance of at least $30.00 is reached and, in such event, outstanding and unpaid Commission payments will be paid approximately forty-five (45) days after an account balance of at least $30.00 is reached.
To register for the Affiliate Program and become an Affiliate, you must sign up for an affiliate account and set up your Affiliate Program account profile. As part of this process, we may require you to provide us information such as your name, email address, and the identity of your Sites.
Any of your activity on the foreverdomains.io website and information you provide to us will be subject to our Terms of Service and Privacy Policy.
If we determine at any time that your Sites are unsuitable for the Affiliate Program or you have violated the terms of this Agreement or any other applicable policy, we may terminate this Agreement. Nothing in this Paragraph shall limit the termination rights stated in Section 7.
To participate in the Affiliate Program, you agree to:
a. Have responsibility for and control over the development, operation, and maintenance of all content on your Sites;
b. Ensure that all materials posted on your Sites or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination, promotes illegal activities, contains profanity or otherwise contains material that is considered objectionable;
c. Not make any representations, warranties or other statements concerning the Affiliate Program or us or our products or services, except as expressly authorized herein;
d. Ensure that your Sites do not copy or resemble the look and feel of the forever domains website found at foreverdomains.io and our other related websites;
e. Ensure that your Sites do not create the impression that your Sites are endorsed by forever domains, Impervious, or any other entity related to us;
f. Comply with all obligations, requirements and restrictions under this Agreement and laws, rules and regulations that relate and apply to your business, your Site, and your use of the Affiliate Link;
g. Comply with the terms, conditions, guidelines and policies of any third-party services you use in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks;
h. Prominently post and make available to Customers, including prior to the collection of any personal identifiable information, a privacy policy in compliance with all applicable laws that discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Impervious for use as intended by Impervious; and
i. Clearly and prominently state the following, or a similar statement approved by us, in connection with each posting of your Affiliate Link: “I may be eligible to receive commissions from qualifying purchases.”
If you violate this Agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of any and all Commissions otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Impervious to recover damages in excess of this amount.
Our Customers are not, by virtue of clicking on your Affiliate Link, your customers. All pricing, terms of sale, rules, policies, and other operating procedures concerning customer orders, purchases, service, and sales are to be determined by forever domains and subject to change by us without specific notice to you. You will not handle or address any contacts with any of our customers, and, if contacted by a Customer for a matter relating to a forever domains purchase, you will state only that the Customer must follow forever domains policies and should contact us directly at support@impervious.com with their questions or concerns.
Except as otherwise provided in this Agreement, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. You shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
We grant you a nonexclusive, nontransferable, revocable right to use your Affiliate Link and to access our website through the Affiliate Link solely in accordance with the terms of this Agreement and for the sole purpose of identifying your Sites as a participant in the Affiliate Program. You may not alter, modify, manipulate or create derivative works of your Affiliate Link or any forever domains graphics, design, copy or other products, services, or materials owned by, or licensed to, us in any way. You are only entitled to use your Affiliate Link to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license, effective immediately, with or without prior notice to you by disabling your Affiliate Link or providing you with written notice.
Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of our trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to us without compensation. All rights not expressly granted by this Agreement are reserved by us.
This Agreement shall commence upon your registration for an affiliate account or participation in the Affiliate Program and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by providing us notice in writing to support@impervious.com or discontinuing your affiliate account. We may terminate your participation in the Affiliate Program and this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Affiliate Links or providing you with written notice. Upon termination of your participation in the Affiliate Program or this Agreement for any reason, you will immediately delete and cease use of any and all Affiliate Links and forever domains intellectual property, and you will cease representing yourself as a forever domains affiliate. We may hold accrued unpaid commission income for a reasonable period of time following termination to ensure that the correct Commission amount is paid (for example, to account for any chargebacks).
Upon termination of this Agreement, all rights and obligations of the parties will terminate, including any and all licenses granted in connection with this Agreement, except that any rights and obligations of the parties that may survive termination will survive termination. Termination shall not relieve either party for any liability relating to this Agreement and accruing prior to termination.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. You represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor), you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representations, guarantees, or statements other than what is expressly stated in this Agreement; you will not participate in the Affiliate Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country from where you are participating in the Affiliate Program; the information you provide in connection with the Affiliate Program is accurate and complete at all times. Additionally, you agree to comply with the terms of this Agreement, and in particular, your obligations and responsibilities listed in Section 3.
Subject to the other terms and conditions of this Agreement, we represent and warrant that we shall not knowingly violate any law, rule or regulation which is applicable to our business operations, proprietary products or services. We cannot and do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect to earn at any time in connection with the Affiliate Program, and we are not liable to you for any actions you undertake based on your expectations.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or revised Agreement on the foreverdomains.io website, or by sending notice of such modification to you. The effective date of any such change will be the date specified, which, other than changed Commission schedules, will be at least two business days from the date the notice is provided.
In addition, we may change, suspend or discontinue any aspect of your Affiliate Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with your Affiliate Link. You agree to promptly implement any request from us to remove, alter or modify any Affiliate Link, graphic or banner ad that you are using as part of the Affiliate Program.
Your continued participation in the Affiliate Program following the effective date of any such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, you must terminate this Agreement and discontinue use of your Affiliate Link.
To the maximum extent permitted by applicable law, we will not be liable for any matter directly or indirectly relating to the creation, maintenance, or operation of your Sites or your participation in the Affiliate Program, and you hereby agree to indemnify, defend and hold harmless Impervious and its subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney’s fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Affiliate Links or forever domains intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Affiliate Links).
THE AFFILIATE PROGRAM AND AFFILIATE LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, IMPERVIOUS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. IMPERVIOUS DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR AFFILIATE LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR AFFILIATE LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. IMPERVIOUS DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL IMPERVIOUS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE AFFILIATE LINKS, PROGRAM WEBSITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF IMPERVIOUS. IN NO EVENT SHALL IMPERVIOUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT IMPERVIOUS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE FOREGOING, IMPERVIOUS’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY IMPERVIOUS IN COMMISSIONS DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO SUCH CLAIM.
As part of your participation in the Affiliate Program, you agree that (i) we may send you emails relating to the Affiliate Program from time to time; (ii) we may monitor, record, use, and disclose information about your Sites and users of your Sites that we obtain in connection with your display of your Affiliate Link; (iii) we may review, monitor, crawl and otherwise investigate your Sites to verify compliance with this Agreement; and (iv) we may use, reproduce, distribute, and display your logo and implementation of content from forever domains on your Sites as examples of participation in our Affiliate Program in our promotional and other materials. For information about how we process personal information, see our Privacy Policy.
You further acknowledge and agree that we may operate sites or applications that are similar to or compete with your Site.
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Affiliate Program or through your affiliate account. From time to time, we may request tax information from you. If upon our request, you do not provide us the relevant information, we may (in addition to pursing other remedies) hold your commission income until you provide this information to us or otherwise satisfy to us that you are not a person from whom we are required to obtain tax information.
Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
You agree to receive written notice, as may be required or referenced in this Agreement, at the email address that you provide for your account with the Affiliate Program. You may change the email address associated with your Affiliate Program account by changing your affiliate information. Please provide us notice, as may be required or referenced in this Agreement, and any other questions about this Agreement to support@impervious.com.
If any provision of this Agreement is found to be invalid or unenforceable by a court of law of competent jurisdiction, such a finding shall not affect the other provisions of this Agreement. All provisions of this Agreement unaffected by such a finding shall remain in full force and effect.
Any failure or delay by either party to exercise or enforce any right conferred by this Agreement, or any other course of dealing, shall not be deemed to be a waiver of such right.
You may not assign or transfer any rights, duties, or obligations under this Agreement to a third party without our prior written consent and any attempt to assign without such written consent will be void. We can assign or transfer any and all of our rights, duties, or obligations under this Agreement.
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
This Agreement contains the entire agreement between Impervious and you with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. You agree that we shall not be subject to or bound by any order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether we “click through” or otherwise indicate its acceptance thereof. You agree that you are not entitled to compensation or any additional right under this Agreement except what is expressly stated herein.
This Agreement shall be governed by the laws of the United States and the State of Delaware, without regard to conflict of law principles of any jurisdiction.
Without limiting your waiver in Section 12, you agree to the following:
a. Purpose. Any and all Disputes (as defined below) involving you and Impervious will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 23 (the "Arbitration Provision") shall be broadly interpreted. Notwithstanding anything to the contrary in this Agreement, this Section 23 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent, or trade secret rights.
b. Definitions. The term "Dispute" means any claim or controversy related to the Affiliate Program, including but not limited to claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance.
c. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Impervious by electronic mail, read receipt requested, to support@impervious.com.
d. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Impervious may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court. Nothing in this paragraph shall limit or amend the limitation of liability provision at Section 12 of this Agreement.
e. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Impervious about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and Impervious agree otherwise, any arbitration hearing will take place in Philadelphia, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
f. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
g. Arbitration Fees and Costs. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Impervious will pay all fees and costs that it is required to pay by law or the JAMS Rules.
h. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND IMPERVIOUS AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
i. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.
This Commission Schedule (“Schedule”) applies to the payment of Commissions pursuant to the forever domains Affiliate Program Operating Agreement (“Agreement”). All capitalized terms not defined in this Schedule shall have the meanings prescribed to them in the Agreement.
Commission payable for each Qualified Act under the Agreement shall be calculated as follows:
For example, if your first Qualified Act generates $100 in revenue, you will be eligible to receive a $15 ($100 * 15%) Commission for that Qualified Act. Similarly, if your 51st Qualified Act generates $100 in revenue, you will be eligible to receive a $25 ($100 * 25%) Commission for that Qualified Act. In this second scenario, the percentages listed above applicable to Qualified Acts 1-10 and 11-50 shall apply to each respective Qualified Act. Commissions are payable approximately forty-five (45) days after a Qualified Act is completed and otherwise in accordance with the terms and conditions of the Agreement.
