This Affiliate Program Agreement ("Agreement") is entered into by and between Infinea Consulting Ltd. (“Cloudhooks”) and the signor of this Agreement (“Affiliate”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of Affiliate’s participation in Cloudhooks’ Affiliate Program (“Affiliate Program") and is in addition to any other agreement that Affiliate may have entered into with Cloudhooks by virtue of being a customer. In this Agreement “you,” “your” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. The terms “we,” “us” and “our” refer to Infinea Consulting Ltd. (“Cloudhooks”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.
This Agreement explains our obligations to you, and explains your obligations to us under the Affiliate Program offered by Cloudhooks. You are only permitted to sign up via the sign up link provided by Cloudhooks. The Affiliate Program is purely a referral program by which you can earn commissions as outlined herein. Commissions are earned by you as an independent contractor and, as such, you are responsible for paying any taxes due on such commissions. In addition, you are required to provide any/all accurately completed tax related information and forms that is requested by the platform in which you enrolled. Failure to do so will result in a forfeiture of your commissions.
Changes and Modifications to the Agreement. Cloudhooks, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Cloudhooks website (this "Site"). You acknowledge and agree that (i) Cloudhooks may or may not notify you of such changes or modifications prior to posting them to this Site and (ii) your continued participation in the Affiliate Program after such changes or modifications have been made (as indicated by the "Last Revised" date on this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, you must formally terminate your Affiliate status. In addition, while not required, Cloudhooks may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account ("Account") information, including your email address, current in the Affiliate interface that you have selected. Cloudhooks assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
Suspension or Termination of Affiliate Program Participation. Cloudhooks reserves the right to suspend participation in the Affiliate Program in the event of an unresolved breach of this Agreement. You agree that your failure to comply completely with the terms and conditions of this Agreement and any Cloudhooks rule or policy may be considered to be a material breach of this Agreement and that Cloudhooks may provide you with notice of such breach either in writing or electronically (i.e. email). If you do not provide Cloudhooks with material evidence that you have not breached your obligations within seven (7) business days, Cloudhooks may terminate your participation immediately and take any remedial action available to Cloudhooks under the applicable laws. Such remedial action may be implemented without notice to you.
In addition, you acknowledge and agree that Cloudhooks may terminate your participation as an Affiliate if: (a) you or your site violates, as determined by Cloudhooks in its sole and absolute discretion, any of the Affiliate Restrictions outlined in Section 3 and/or any additional restrictions named; (b) for non-payment of fees, if any; and/or (c) if your site is not live, is under construction, or is a personal homepage or another personal site.
Cloudhooks reserves the right to suspend the participation of all affiliates or the entire Affiliate Program on a particular affiliate platform at any time for any reason.
Acceptance into the Affiliate Program is at our sole discretion, which may be withheld for any reason or for no reason at all.
How it Works. Cloudhooks' Affiliate Program allows you to earn commissions on sales to new Cloudhooks customers via advertising on your "web site" or "publishing location" (such as an electronic newsletter or blog) (hereinafter “Your Site”) that contains a link with your affiliate ID. This advertising will allow you to drive traffic (‘sessions”) to the Cloudhooks app listing page on the Shopify app store. You will earn a percentage of the revenue generated, or commission as outlined in your platform agreement, when a person or entity (that is not you or your agent(s)) makes their first-time purchase of the Cloudhooks app (“New Customer”) after being referred to through the unique affiliate link that is contained on Your Site.
After being referred to the Cloudhooks app listing link contained on Your Site, visitors have thirty (30) days to complete their purchase for you to receive a commission. Should the visitor click on another referral link that is not controlled by you, or return to the Cloudhooks app listing page via another source-coded advertising link during the initial thirty (30) days, your affiliate link will be overwritten and you will not receive a commission for that visitor’s purchase.
Enrollment. Enrollment into Cloodhooks' Affiliate Program can happen via any of the platforms indicated on our Affiliate page on our Cloudhooks website. Affiliates may switch between platforms but may only enroll on one platform at any given time.
Commissionable Sales. Affiliate acknowledges and agrees that Cloudhooks will pay for monthly purchases of new customers, for the lifetime of customers. Affiliate will only receive commission for purchases completed after linking through Affiliate’s unique referral link and completing such purchases within 30 days of first visiting Cloudhooks app listing page.
Restrictions on Eligible Commissions. You are not eligible for a commission payment on purchases made by you, your employees, agents, representatives, or contractors (all considered your “agents”), as well as purchases made from several accounts owned by the same person. Cloudhooks employees (and their immediate family members) are not allowed to participate in the Cloudhooks Affiliate Program.
You acknowledge and agree:
Cloudhooks Logo Use. You shall not use the Cloudhooks logo without our prior approval. In addition, the Cloudhooks logo shall be removed from Your Site immediately upon request. Cloudhooks may lock your affiliate account immediately and withhold payment of any/all commissions without further notice if you fail to remove the Cloudhooks logo from Your Site upon request. For clarity, acceptance into the Affiliate Program grants permission to use Cloudhooks’s logos as outlined in the program.
Website Content & Emails. You acknowledge and agree that Your Site specifically shall not (and shall not enable others to):
In addition, you acknowledge and agree you shall not:
Paid Search and Advertising Guidelines
If you use paid search, you are required to add Cloudhooks, Cloudhooks.dev and any of its derivatives and misspellings as negative keywords across all of your paid search activities.
You also acknowledge and agree that you shall not:
You acknowledge and agree that no commission is payable if Your Site:
Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which Cloudhooks is entitled, Cloudhooks specifically reserves the right to:
Cloudhooks will track all commissions earned and may, at its sole discretion, decide not to pay any commission to you should we believe that any referral has been made in violation of its guidelines, due to visitor/customer fraud, or due to visitor/customer contract cancellation. It is your sole and absolute duty to precisely follow this Agreement and its guidelines, at all times. Cloudhooks is under no obligation whatsoever to pay any commission to any affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time.
You acknowledge and agree it is your sole responsibility to indicate your correct unique affiliate ID in the promo materials you use on Your Site. You may promote Cloudhooks in any manner you choose unless it misleads visitors about Cloudhooks services.
You also understand and agree that participation in the Affiliate Program requires ongoing activity. Should you no longer wish to participate in the Affiliate Program, you may withdraw by following the guidelines set by the platform in which you enrolled.
Affiliates that are inactive for six (6) months and who have not withdrawn from the program (“Inactive Affiliates”) may, at Cloudhooks' sole discretion, be considered effectively withdrawn from the program.
Cloudhooks is responsible for tracking and validating affiliate sales and commissions and providing this information to the chosen affiliate platform in order to facilitate payments. Cloudhooks does not, however, control the payment processing of commission payments to you by the platform which you selected.
Cloudhooks will pay out on commissions for valid sales. Valid sales are sales whereby the customer pays the full, expected price and such sales are not cancelled, reversed, returned or discounted/voided in any way. Where payment happens through a third party platform, Cloudhooks is responsible for payment to the platform you selected and the platform is specifically responsible for payment to you.
Cloudhooks shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information or content transmitted, received, or stored on its system or any third-party systems. With respect to passwords, account identifiers and other systems used to control access to your account, it is your responsibility to safeguard such passwords, account identifiers, and other systems used to control access to your account.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE OUR WEB SITE(S) OR THE MATERIALS AND CONTENT OF THE WEB SITE(S) OR ANY OTHER WEB SITES LINKED TO SUCH WEB SITE(S) OR YOUR PROVISION OF ANY PERSONALLY IDENTIFIABLE INFORMATION TO BACKEND SERVICE PROVIDER OR ANY THIRD PARTY. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. BECAUSE CERTAIN JURISDICTIONS DO NOT PERMIT THE LIMITATION OR ELIMINATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF ANY PROVISION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE UNENFORCEABLE, ONLY SUCH PROVISION SHALL BE REMOVED AND THE REMAINDER SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
With respect to Cloudhooks, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys’ fees and court costs, for third party claims relating to or arising under (i) Affiliate’s breach of or non-compliance with this Agreement, (ii) Affiliate’s use of the services, (iii) Affiliate’s violation or alleged violation of any applicable law, (iv) Affiliate’s violation or alleged violation of any rights of another, including violation of a person’s or entity’s intellectual property rights, (v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate’s Web Site or Publishing Location, (vi) Affiliate’s acts or omissions in using, displaying or distributing any Links obtained from the Direct Affiliate Program or elsewhere, including but not limited to Affiliate’s use of Links via email distribution, or (vii) any assertion that Cloudhooks is obligated to pay taxes in connection with a commission payment made by Cloudhooks to Affiliate pursuant to this Agreement. In the context of this Section only, the term “Cloudhooks” shall including Cloudhooks officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with Cloudhooks. Affiliate’s indemnification obligations set forth in this Section shall survive the expiration, cancellation or termination of this Agreement.
You attest that you are of legal age to enter into this Agreement.
This Agreement, the referenced agreements, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, employer/employee or other form of joint enterprise between the parties hereto. Each party to this Agreement is an independent contractor and have no right or authority to bind or commit the other party. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake, flood, fire, storm, natural disaster, act of God or the public enemy, riots and insurrections, war, terrorism, armed conflict, strikes and other labor difficulties (whether or not the party is in a position to concede to such demands), embargoes, judicial action, necessary labor, materials, energy, components or machinery, failure of telecommunications, lockout, boycott, supplier failures, shortages, breaches, or delays, or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Cloudhooks, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Cloudhooks may immediately terminate this Agreement.
The Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and interpreted in accordance with the laws of Hungary.
The courts of Hungary have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement (a "Dispute").
The Parties agree that the courts of Hungary are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
Last revised: January 24, 2024