This Affiliate Contract Agreement (“Agreement”) is entered into as of the date of acceptance (“Effective Date”) between:
IdaWeb Marketing LLC, a Utah limited liability company as referred to (“COMPANY” or “IDAWEB”),
and
Affiliate, an individual or entity participating in the IdaWeb Marketing Affiliate Program as referred to (“AFFILIATE”).
Collectively referred to as the (“PARTIES,”) and individually as a (“PARTY”).
This Agreement establishes the terms under which the AFFILIATE may promote IdaWeb Marketing’s products and services in exchange for commissions on referred sales and referred AFFILIATEs.
Affiliate — An independent contractor that is contracted (through this agreement),
for the sole purpose of marketing IdaWebs products and services for a monetary gain
As listed in this agreement.
Affiliate Link — A unique tracking URL assigned to the AFFILIATE for generating referrals and sales.
Qualified Sale — A sale of IdaWeb services resulting from a referred lead through a valid Affiliate Link, excluding cancellations, chargebacks, refunds, or fraudulent transactions.
Commission Rate — 15% recurring commission on net revenue from Qualified Sales generated by the Affiliate’s referrals.
Sub-Affiliate — An affiliate referred to the program by an existing Affiliate.
Override Commission — A 5% recurring commission paid to the referring Affiliate on Qualified Sales made by their Sub-Affiliates.
Payout Date — The 15th day of each month, covering commissions earned in the previous calendar month.
Cookie Duration — 90 days from the first click-through.
Upon approval, the Affiliate is granted a non-exclusive, revocable license to promote IdaWeb’s services under this Agreement.
The Affiliate is contracted as an independent contractor. The AFFILIATE is not an employee, partner, agent or in any other type of relationship with IdaWeb other than an AFFILIATE.
Independent Relationship.
The Affiliate acknowledges that they are an independent contractor, not an employee, partner, franchisee, joint venturer, or agent of IdaWeb Marketing LLC (“IdaWeb”). Nothing in this Agreement shall be construed to create any employer–employee relationship, partnership, joint venture, or agency between the parties. The Affiliate has no authority to make or accept any offers, warranties, or representations on behalf of IdaWeb or to bind IdaWeb in any way.
Taxes and Legal Obligations.
The Affiliate is solely responsible for all applicable federal, state, and local taxes, including but not limited to income tax, self-employment tax, social security, Medicare contributions, and any other assessments or fees arising from commissions or other payments received under this Agreement.
IdaWeb does not withhold or remit any taxes on the Affiliate’s behalf. The Affiliate agrees to report and pay all such taxes as required by law and to indemnify and hold IdaWeb harmless from any claims, penalties, or liabilities resulting from the Affiliate’s failure to do so.
Insurance and Benefits.
The Affiliate understands and agrees that IdaWeb does not provide and shall not be responsible for providing any form of insurance coverage or employment benefits, including but not limited to:
Health, dental, or vision insurance;
Workers’ compensation coverage;
Unemployment insurance;
Disability insurance;
Retirement plans or pension benefits;
Liability or professional indemnity coverage.
The Affiliate is solely responsible for obtaining and maintaining any insurance coverage deemed necessary for their own protection, including general liability or professional insurance, at their own cost.
No Employment Claims.
The Affiliate expressly waives any claim or entitlement to employee benefits, wages, overtime, paid leave, or other employment-related compensation under any local, state, or federal law, including but not limited to the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act (FMLA), and state labor or unemployment statutes. The Affiliate agrees to indemnify and hold IdaWeb harmless from any and all employment-related claims arising from or connected to their participation in the Affiliate Program.
Compliance with Law.
The Affiliate agrees to comply with all applicable business, tax, and labor laws governing their activities under this Agreement, including but not limited to business licensing, marketing compliance, privacy regulations, and independent contractor registration requirements within their jurisdiction.
Affiliates may promote IdaWeb’s services through:
Websites, blogs, videos, social media, direct referral, and email marketing.
Paid advertising, provided the Affiliate covers all ad costs and complies with applicable laws and platform policies.
Affiliates may not:
Engage in spam or unsolicited emails.
Misrepresent IdaWeb’s services or make false claims.
Bid on “IdaWeb,” “Ida Web,” or trademark variations in paid search without prior written consent.
Use misleading redirects, fake discounts, or manipulative tactics.
Generate fraudulent leads or self-referrals.
Affiliates must comply with all advertising laws, FTC disclosure guidelines, and data protection regulations.
Affiliates must clearly disclose that they are an Affiliate of IdaWeb in any promotion that includes IdaWeb’s products or services.
Affiliates shall earn a fifteen percent (15%) recurring commission on net revenue from all Qualified Sales generated via their unique Affiliate Link.
Commissions apply to active client subscriptions or services for as long as the client remains active, unless this Agreement is terminated, as per Section 7 of this agreement.
Affiliates referring new affiliates into the program shall earn a five percent (5%) recurring override commission on all Qualified Sales generated by those Sub-Affiliates referred by said AFFILIATE
Overrides continue for the duration of the Sub-Affiliate’s active status and compliance under this Agreement.
Commissions shall be calculated monthly and paid to the AFFILIATE on the fifteenth (15th) of each month for the previous month’s earnings.
Payments shall be made via PayPal, direct deposit, or another approved method agreed to by both PARTIES.
Commissions shall be based on net revenue received (after refunds, chargebacks, or fees).
AFFILIATE agrees that any commissions that are tied to refunded, disputed, or canceled transactions will be deducted from future commissions.
IdaWeb reserves the right to withhold or adjust commissions if fraudulent activity or policy violations are detected.
AFFILIATE agrees to and understands that if an Affiliate records no Qualified Sales or referral activity for thirty (30) days, IdaWeb may classify the account as Inactive.
In Inactive status:
The Affiliate shall remain eligible to receive commissions accrued before becoming inactive, but will not be eligible for new commissions until reactivated.
IdaWeb shall remove the Affiliate from internal listings, updates, or bonus eligibility.
Affiliates may reactivate at any time by submitting a new referral or verified promotional activity.
IdaWeb reserves the right to terminate inactive accounts after thirty (30) days of inactivity.
This Agreement is effective from the Affiliate’s acceptance date and remains active until terminated.
Either Party may terminate this Agreement at any time, with or without cause, upon written notice.
IdaWeb may immediately terminate this Agreement if the Affiliate:
Violates program terms or brand guidelines,
Engages in fraud, unethical marketing, or illegal activity,
Damages IdaWeb’s reputation, or
Misuses proprietary materials.
Upon termination, the Affiliate must cease using all IdaWeb materials and links.
Commissions on Qualified Sales made prior to termination will be paid, unless the termination was due to fraud or breach.
Affiliates terminated for cause forfeit all unpaid commissions.
IdaWeb grants the Affiliate a limited, revocable license to use Company logos, banners, and approved creatives solely for affiliate promotions.
The Affiliate may not alter or modify these materials without written permission.
The Affiliate may not present themselves as an employee or representative of IdaWeb.
Definitions.
a. “Confidential Information” means any non-public information disclosed by IdaWeb Marketing LLC (“IdaWeb”) to Affiliate, whether oral, written, electronic, or otherwise, including without limitation: client and prospect lists; contact information; contracts; pricing, fees, and margins; financials; performance metrics; business plans; lead data; recordings and transcripts; call logs; product roadmaps; software, source code, scripts, APIs, and methods; documentation; proposals; creatives; campaign strategies; vendor lists; credentials; and any information identified or reasonably understood to be confidential given its nature and the circumstances of disclosure.
b. “Client Data” means any information relating to an identified or identifiable client, prospect, or end user of IdaWeb or its customers, including names, emails, phone numbers, messages, call recordings/transcripts, booking data, and any other personal or business information. Client Data is Confidential Information.
Ownership; Limited Use.
All right, title, and interest in and to Confidential Information (including Client Data) is and shall remain exclusively with IdaWeb. Affiliate is granted a limited, revocable, non-transferable license to use Confidential Information solely to perform approved program activities under this Agreement and for no other purpose. Affiliate shall not reproduce, mine, aggregate, analyze, sell, rent, license, disclose, publish, or otherwise exploit Confidential Information, nor use it to build, improve, or train any product, service, model, dataset, or competing offering.
Protection & Security.
Affiliate shall: (i) protect Confidential Information using at least the same degree of care it uses to protect its own information of similar sensitivity, and in no event less than reasonable care; (ii) restrict access to Confidential Information to personnel with a strict need-to-know who are bound by written duties of confidentiality no less protective than those herein; (iii) implement appropriate administrative, technical, and physical safeguards to prevent unauthorized access, including secure storage, encrypted transmission where applicable, and credential hygiene; and (iv) immediately notify IdaWeb in writing upon discovery of any loss, breach, or unauthorized access or use, and cooperate fully at Affiliate’s expense to investigate, mitigate, and remediate.
Data Protection & Legal Compliance.
Affiliate shall process Client Data only on IdaWeb’s documented instructions and in compliance with all applicable privacy and communications laws (including, as applicable, CAN-SPAM, TCPA, CCPA/Utah Consumer Privacy laws, GDPR principles where extraterritorial reach applies, and platform policies). No scraping, spam, data brokerage, or enrichment using third-party sources without IdaWeb’s express written consent. If a separate data-processing addendum (DPA) is requested by IdaWeb, Affiliate agrees to execute and comply.
Non-Solicitation; Non-Circumvention (Client Data).
Without limiting the Agreement’s Non-Solicitation clause, Affiliate shall not, directly or indirectly, use Confidential Information or Client Data to solicit, divert, or accept business from any IdaWeb client, prospect, or lead for any product or service other than IdaWeb’s approved offerings, nor attempt to bypass IdaWeb to provide services directly or through any third party. This restriction applies during the Term and for twenty-four (24) months thereafter.
Exclusions.
Confidential Information does not include information that Affiliate can demonstrate by written records: (i) is or becomes public through no breach by Affiliate; (ii) was lawfully known to Affiliate without confidentiality obligations prior to disclosure by IdaWeb; or (iii) is independently developed by Affiliate without use of or reference to Confidential Information.
Compelled Disclosure.
If Affiliate is legally compelled to disclose Confidential Information, Affiliate shall provide prompt prior written notice to IdaWeb (unless legally prohibited) and disclose only that portion required by law, using reasonable efforts to obtain confidential treatment and cooperating with IdaWeb to seek protective orders.
Return/Destruction.
Upon IdaWeb’s request or upon termination of this Agreement, Affiliate shall promptly (a) cease all use of Confidential Information, (b) return or securely destroy all Confidential Information (including all copies, extracts, and derivatives, regardless of format), and (c) certify in writing completion of the foregoing within ten (10) days, except for archival copies required by law, which remain subject to this Section.
No Reverse Engineering; No Benchmarking.
Affiliate shall not (and shall not permit others to) reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition or underlying ideas, algorithms, or source code of any IdaWeb software, tools, or models; nor publish or disclose performance results or benchmarks without IdaWeb’s prior written consent.
Remedies.
Affiliate acknowledges that any breach or threatened breach of this Section will cause immediate and irreparable harm for which monetary damages would be inadequate. In addition to all other remedies, IdaWeb shall be entitled to injunctive relief, specific performance, disgorgement of profits, and recovery of reasonable attorneys’ fees and costs without the need to post bond. These obligations survive termination.
Survival; Audit Right.
The obligations in this Section survive termination for the longer of five (5) years from the date of last disclosure or the maximum period permitted by applicable law; obligations concerning trade secrets and Client Data survive indefinitely while such information remains a trade secret or personal data. IdaWeb may, upon reasonable notice and during normal business hours, audit Affiliate’s relevant records and security controls solely to verify compliance with this Section.
Account and Contact Information: name, email, phone number, address, and company name.
Payment and Billing Information: when purchasing services or receiving affiliate payouts.
Client and Lead Data: when you use our marketing tools, upload contact lists, or sync integrations.
Affiliate Program Data: registration information, payment details, tax information, and performance metrics.
Communications: emails, chat messages, support tickets, and feedback submitted through our websites or CRM systems.
Usage Data: browser type, device information, IP address, time zone, operating system, and activity logs.
Cookies and Tracking: session identifiers, analytics tags, pixel data, and cookies for security and marketing performance.
Call and Message Metadata: when AI assistants or communication systems process client interactions.
Service providers, referral partners, affiliates, and marketing networks.
CRM or analytics integrations (e.g., Google, Facebook, or HighLevel).
Public sources or data enrichment tools (when legally permissible).
Provide, maintain, and improve our Services.
Personalize user experiences and deliver relevant content.
Process transactions, commissions, and payments.
Monitor and secure accounts against unauthorized access.
Send service updates, technical notices, and marketing communications (with opt-out options).
Manage and track affiliate performance and payouts.
Comply with applicable legal and tax obligations.
Develop and train AI models using aggregated and anonymized data only (never identifiable personal data).
With Service Providers: to perform functions such as hosting, analytics, email delivery, and payments.
With Affiliates and Partners: only to the extent required to track referrals or manage commissions.
For Legal Compliance: to comply with court orders, subpoenas, or law enforcement requests.
Business Transfers: in a merger, acquisition, or sale of assets, information may be transferred under confidentiality.
With Consent: when you explicitly authorize sharing.
Deliver our Services.
Fulfill contractual or legal obligations.
Resolve disputes or enforce agreements.
Access, correct, or delete your personal information.
Request data portability.
Opt out of marketing communications.
Withdraw consent at any time (without affecting prior lawful processing).
The Affiliate shall indemnify and hold harmless IdaWeb, its officers, employees, and agents from any claims, damages, or liabilities arising from the Affiliate’s activities.
IdaWeb’s total liability under this Agreement shall not exceed the total commissions paid to the Affiliate during the preceding six (6) months.
IdaWeb shall not be liable for indirect, incidental, or consequential damages.
IdaWeb reserves the right to modify this Agreement, the commission structure, or program policies at any time.
Affiliates will be notified by email or portal notice, and continued participation constitutes acceptance.
This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of law principles.
All disputes shall be resolved exclusively in the courts of Salt Lake County, Utah.
This Agreement constitutes the full understanding between the Parties and supersedes any prior agreements, written or oral.
Non-Solicitation of Clients.
The Affiliate acknowledges that during the term of this Agreement, they may gain access to IdaWeb Marketing LLC’s clients, leads, or prospective customers through the affiliate dashboard, marketing materials, communications, or referrals. The Affiliate agrees that they shall not, directly or indirectly, solicit, divert, or attempt to solicit or divert any such clients or potential clients to purchase or engage in any products or services that compete with, replace, or otherwise interfere with IdaWeb Marketing LLC’s business offerings.
Non-Solicitation of Employees or Contractors.
The Affiliate further agrees not to, directly or indirectly, solicit or induce any employee, contractor, or representative of IdaWeb Marketing LLC to terminate or alter their relationship with the company for any reason.
Duration.
This restriction shall remain in effect during the term of this Agreement and for a period of twenty-four (24) months following its termination, expiration, or cancellation for any reason.
Remedies.
Any violation of this clause shall constitute a material breach of this Agreement. IdaWeb Marketing LLC shall be entitled to seek injunctive relief, damages, and recovery of all legal fees associated with enforcement. The Affiliate acknowledges that such conduct causes immediate and irreparable harm and agrees that IdaWeb Marketing LLC may pursue all remedies available under law without the requirement to post bond or prove actual damages.
Electronic Acceptance.
By clicking the checkbox stating “I have read and agree to the IdaWeb Marketing Affiliate Agreement” and submitting the affiliate registration form, the Affiliate acknowledges and agrees that such action constitutes their electronic signature and intent to be legally bound by the terms and conditions of this Agreement. This electronic acceptance shall have the same legal force and effect as a handwritten signature and shall create a valid and binding contract between the Affiliate and IdaWeb Marketing LLC under the laws of the State of Utah and the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN).