TERMS AND CONDITIONS

This Affiliate Agreement (the” Agreement”), is made and effective on the date that you click the “I accept the Cloudonix Velocity Program terms and conditions on the application form.

 BETWEEN:       Cloudonix (the “Company”), a corporation organized and existing under the laws of the State of Delaware, with its head office located in New York City, New York:

AND:                The Affiliate (the “Affiliate”) that has applied to and been accepted into the Cloudonix Velocity Program

WHEREAS the Company wishes to market the Cloudonix Service (the “Services”) through introductions by the Affiliate, it is agreed as follows: 

1.     DEFINITIONS 

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:  

“Agreement” means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement.

 “Customer” means any person or company who subscribes to Services from Cloudonix.  

“Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Services of Company.  

2.     APPOINTMENT OF AFFILIATE

The Company hereby appoints Affiliate as the Company’s nonexclusive Affiliate of Cloudonix Services, and the Affiliate accepts that position. It is understood that Company cannot lawfully prevent other of its Affiliate from supplying Services for sale or use, and that it has no obligation to do so.  

3.     Relationship of Parties

a.     Affiliate is an independent contractor and is not the legal representative or agent of the Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company’s employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions.  

b.     Affiliate shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen’s Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance.  

c.     Affiliate accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it.  

d.     Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.  

4.     Sale of Services by Affiliate

Affiliate agrees to exercise its best efforts to develop the largest possible market for the Cloudonix Service and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Services to their audience. This can include, but are not limited to:·        

• Blogs & Content Creators 
• Magazines & Online Publications 
• Industry-Specific Portals 
• Review Portals & Comparison Sites 
• Digital Marketing Agencies & Influencers 
• Web Hosting & Domain Providers 
• Business Consultants 

5.     COMPENSATION

Compensation will be success based, as shown by customers signing up using the Affiliate’s unique link or code.

a.     Sales Commission

• Thirty (30) days after the customer starts paying for the Cloudonix Service the Company will pay the Affiliate a commission of Fifteen percent (15%) for monies actually received from customers that the Affiliate made the introduction based on using their affiliate code or embed links.
• These payments will continue for each payment (residual) from the customer for twenty-four (24) months from contract start. Please be aware that the customer payments may be made monthly or annually at the customer’s preference and the commissions will be paid accordingly.
• Payment shall be made in US Dollars to a bank account to be notified in writing to Company by the Affiliate.b.     The Affiliate will only receive payment after the Affiliate provide:

c.     Company Tax requirements Prior to the first payment by the Company to the Affiliate, the Affiliate will be required to provide either:

• For US entities (individuals or companies), they will need to provide a W 9 form
• For entities outside of the US:
  • Individuals will need to provide the W8Ben
  • Companies will need to provide the WBen-e.
  • These are necessary for our tax compliance related to payments to third parties and can be emailed to affilate@cloudonix.io.

d.      The Affiliate is responsible for reporting and paying all relevant taxes (including and not limited to local, city, state, and federal).

e.     Please note that payment will be made based on the affiliate code used, if for some reason there is a change in the customer affiliation the end customer will have to request the change by email to affilate@cloudonix.io. otherwise the original affiliation will remain in effect.  

6.     TRACKING AND REPORTING. 

The Company will provide Affiliate with unique tracking links to monitor and report on the performance of Affiliate’s marketing efforts. The Company will provide detailed information to the Affiliate monthly around the payments.  

7.     PROMOTIONAL Activities.     Compliance.Affiliate agrees to comply with all applicable laws, regulations, and the Company’s policies in promoting Company’s products/services.b.     Approved Materials.The Company may provide Affiliate with approved marketing materials. Affiliate agrees to use only the approved materials in their promotional activities. 

8.     INTELLECTUAL PROPERTY

Use of Marks. Affiliate is granted a limited, non-exclusive, non-transferable license to use Company’s trademarks and logos solely for the purpose of promoting Company’s products/services. A brand kit will be made available upon request. 

9.     Confidential Information

Written Technical data, drawings, plans and engineering in technical instructions pertaining to the Services are recognized by Affiliate to be secret and confidential and to be the property of Company.  Those items shall at all times and for all purposes be held by Affiliate in a confidential capacity and shall not, without the prior written consent of Company, (i) be disclosed by Affiliate to any person, firm or corporation, excepting those salaried employees of Affiliate who are required to utilize such items in connection with the sale, inspection, repair or servicing of Services during the term of the agreement created by this Agreement or any extension thereof, or (ii) be disclosed to any person, firm or corporation, or copied or used by Affiliate, its employees or agents at any time following the expiration or termination of the relationship created by this Agreement or any extension thereof, except where such use is necessary in order to maintain or service Services still covered by the warranty provisions of such expiration or termination. Company may require as a condition to any disclosure by Affiliate pursuant to this Section that any salaried employee to whom disclosure is to be made sign a secrecy agreement, enforceable by Company, containing terms satisfactory to Company. 

10.  ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.

 11.  ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York City, New York, in accordance with the Commercial Rules of the American Arbitration Association then existing, and judgment on the arbitration award may be entered in any Court having jurisdiction over the subject matter of the controversy, the arbitrators shall apply the corporate and commercial law of Delaware.

12.  SECRECY

Affiliate agrees not to disclose or use, except as required in Affiliate ‘s duties, at any time, any information disclosed to or acquired by Affiliate during the term of this contract. Affiliate agrees that all confidential information shall be deemed to be and shall be treated as a sole and exclusive property of the Company.

13.  Term

This agreement will be in effect for twelve months from the effective date, and will automatically renew unless either party notifies the other prior 30 days to the expiration.  Payments will be made even if this agreement term has expired. 

Questions Or Requests
If you have any questions regarding Cloudonix Trademarks or to request permission for use, please contact the Cloudonix Legal Department at:

Cloudonix Inc.
40 W 25th St FL 9
New York, NY 10010
 affilate@cloudonix.io