This Affiliate Agreement (this “Agreement”) contains all of the terms and conditions between HotspotRF, LLC (“HotspotRF”) and the individual or organization (the “Affiliate”) participating in the HotspotRF Affiliate Program (the “Program”).
In this Agreement, “we”, “us”, and “company” means “HotspotRF” and “You” means the Affiliate participating in the Program. “Our Site” means the Website located at www.hotspotrf.com and “Your Site” means the Web site which you establish through the Program.
Upon execution of this Agreement, you will become an Independent Affiliate of HotspotRF established for purposes of marketing and distributing HotspotRF products and services (the “HotspotRF Products and Services”).
By completing the registration process and agreeing to the terms and conditions of this affiliate agreement, you agree to be bound by these terms as well as the other policies of HotspotRF, including the terms and conditions on our site and the privacy policy. If you do not wish to be bound by the terms of this agreement, please exit this HotspotRF affiliate registration process now. Your sole and exclusive remedy for dissatisfaction with this site, or any products, services, content, or other information available on or through this site, is to stop using the HotspotRF services and/or those particular products or services.
Setting Up an Affiliate Account and Earning Commission
To set up an Affiliate Account please fill in the online sign-up form on our Website. We will then provide you with a unique link to post on your website and social media platforms and to pass on to others. Each ‘click’ on this link will be registered on your Affiliate Account using a cookie which is set on the user’s computer, and for each sale made through that link you will earn commission at the rate set out on our agreement with you. We pay commission on the sale price of our products. Cookies last for 60 days and if the customer who makes a purchase has clicked multiple affiliate’s links the most recent affiliate link click will be awarded the commission.
Relationship of Parties
You are hereby engaged by HotspotRF as an Independent contractor to act as an Affiliate for HotspotRF. As between you and HotspotRF, you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on HotspotRF’s behalf.
Commissions and Payment of Commissions by HotspotRF
For the services performed by you during the term of this Agreement, HotspotRF shall pay you a commission fee as follows:
SaaS Recurring Payments: You will earn a commission of 20% in perpetuity for all recurring payments made by customers who sign up through your affiliate link.
IoT Equipment Sales: You will receive a commission of 20% for each sale of IoT equipment made through your affiliate link.
Helium 5G Mining Hardware Sales: A commission of 6% will be paid to you for each sale of Helium 5G Mining hardware made through your affiliate link.
These commissions will be calculated based on the sale price of our products and will be paid on a quarterly basis, provided that the commission during the scheduled payout period is at least twenty-five dollars ($50.00). This revised commission structure will be effective as of the date specified here and applies to all sales made thereafter.
It is important to note that this rate schedule and agreement do not establish or imply an employer-employee relationship but are agreed upon by both parties as a convenient method of compensating the contractor for the services provided under this Agreement.
You shall be solely responsible for any and all taxes due and fees applicable to such compensation paid to you by HotspotRF.
Your Obligations as a HotspotRF Affiliate
You understand and agree that violation of any of the following conditions may result in the forfeiture of any accrued commissions and immediate termination of your account:
Termination and Closure of Inactive Accounts
Our Affiliates are not obligated to meet quotas or guarantee sales. However, if any Affiliate Account remains inactive for a period of more than one (1) year, we reserve the right to close that account. Once closed, any clicks using the unique link associated with that account will no longer be registered, and no commission will be payable for any sales made through that link thereafter.
You may choose to end your membership in our Affiliate Program at any time, for any reason, by notifying us of your decision. Upon receiving your notice, we will close your account. Following account closure, any clicks using your unique link will no longer be registered to your account. Any accrued commission not already paid out at the date of your account closure will be paid to you within one (1) quarter (i.e., three months) of your account being closed.
We reserve the right to terminate your membership in our Affiliate Program at any time, for any reason, by giving you thirty (30) days’ written notice. At the end of this thirty (30) day period, your account will be closed. Any commission accrued but not already paid to you at the date of account closure will be paid out on the next quarterly payment date.
We may also terminate your membership in the Affiliate Program with immediate effect if you breach any of these Terms and do not remedy that breach (if capable of remedy) within fourteen (14) days of notice from us. If the relevant breach is not corrected within this time period, we will close your account. Once your account is closed, no further commission will be payable, including any commission that has accrued to your account but not yet been paid.
In addition to the termination provisions above, either party may terminate your membership immediately by notifying the other in writing if the other is declared bankrupt, enters into insolvency or administration proceedings.
If your membership in our Affiliate Program is terminated for any reason, you will be entitled to receive any unpaid commission registered on your Affiliate Account, unless payment is excluded for reasons set out in the above paragraphs. You will not be entitled to, nor have any claim against HotspotRF for, compensation of any sort.
Unless otherwise stated in these Terms, upon termination of your Affiliate Account, neither party will have any further obligation to the other under these Terms.
Intellectual Property Rights
You are granted a limited, non-exclusive license to use selected images, logos, trade names, trademarks, copyrighted material and similar identifying material relating to us (collectively, the “Licensed Materials”) as provided by HotspotRF solely to advertise or market our Services. All of the material on the HotspotRF Site, including text, graphics, and other illustrations (“Content”) is the property of HotspotRF.
You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Content in any way for any public or commercial purpose without the prior written consent of HotspotRF. You may not use the Content on any other website or in a networked computer environment for any purpose. If you violate any of these terms, your permission to use the Content will automatically terminate, you must immediately destroy any copies you have made of the Content, and we may end your authorization to participate in the Program.
HotspotRF retains all rights to its Licensed Materials (and any intellectual property embodied by the Licensed Materials) at all times. Any other use is strictly prohibited, including use of the Licensed Materials in any manner that is disparaging or that otherwise portrays HotspotRF in a negative light. Determination of what is and is not acceptable use is at the sole discretion of HotspotRF. You may not alter, modify or change the Licensed Materials in any way. We, in our sole discretion, may revoke your license at any time, with or without cause and in our sole discretion, by giving you notice. The license granted herein should not be construed as granting any ownership rights in the Licensed Materials to the respective licensee thereof, all of which rights will remain the property of HotspotRF. Upon the effective date of the expiration or termination of this Agreement, the license granted herein will expire, you agree to cease using such Licensed Materials, and you agree to cease using all such Licensed Materials.
Indemnification
You indemnify, defend and hold harmless HotspotRF and its directors, officers, employees, distributors and agents from and against any and all claims, expenses, wages, lawsuits or other liabilities (including without limitation, reasonable legal fees and court costs) for injury to any person, or for loss or damage to personal property, which arises out of any misrepresentation by you regarding HotspotRF or our products and services, or any other of your activities as a HotspotRF Affiliate.
Limitation of Liabilities
HotspotRF will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).
We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products and services sold by HotsportRF. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
Changes to These Terms
We may make changes to any of these Terms at any time by posting new or updated Terms on hotspotrf.com. We will also email any new or updated Terms to you using the contact email address you have provided in your Affiliate Account details. Changes to these Terms may include, without limitation, changes in the way we award commission, fee schedules, payment procedures and Affiliate Program rules. If any changes we make are unacceptable to you, you will need to terminate your membership of our Affiliate Program. If you continue to use your unique Affiliate link after we have notified you of new or updated Terms then you will be deemed to have accepted those Terms.
Governing Law
This Agreement will be governed by the internal laws of the State of California, without regard to the choice of law provisions thereof. Any dispute between the parties arising under this Agreement will be resolved by binding arbitration by an arbitrator to be conducted in Pleasanton, California, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitrator shall have the discretion to order that the cost of arbitration, including the arbitrator’s fees, or other costs, and reasonable attorneys’ fees, shall be borne by the losing party. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
Miscellaneous
Entire Agreement: These Terms constitute the entire agreement between you and us with respect to the HotspotRF Affiliate Program, and supersede all other communications between us in relation to your involvement in our Affiliate Program.
Neither you or we will incur any liability to the other for any loss or damage resulting from a delay or failure to perform any of these Terms (or any part of them) if the delay or failure is caused (whether in whole or in part) by events, occurrences, or causes beyond the control of that party, including without limitation acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.
Assignability: These Terms are personal to you as our Affiliate and you may not assign or otherwise transfer any of your rights or obligations to anyone else.
Waiver: If we agree to waive any of, or any part of, these Terms then that waiver must be in writing to be effective. Any waiver by us of any of, or any part of, these Terms will not be considered a waiver of any subsequent breach of the same or any other provision of these Terms and failure, neglect or delay by you or us to enforce these Terms (or any of them) or any rights or remedies at any time will not be deemed to be a waiver of the rights under these Terms.
Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the HotspotRF affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the HotspotRF application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.
Thank you for being a HotspotRF Affiliate!
Updated: Feb 29, 2024