Effective as of 25th of June 2024
Athena SEO Pro Affiliate Program Terms and Conditions explain the terms and conditions under which you can participate in the Athena SEO Pro Affiliate Program. Please read this Terms and Conditions document carefully and keep a copy for your reference.
By registering for our affiliate program, you agree to be legally bound by our terms and conditions stated in this document, so please read these terms carefully before registering as you are entering into a binding contract with Athena SEO Pro. If you do not agree with (or cannot comply with) the terms and conditions set forth below, do not register for our affiliate program.
1. Definitions
1.1 The following definitions explain some of the terminology and abbreviations used throughout this Agreement:
‘Terms/Agreement’ refers to this Affiliate Program Terms and Conditions document.
‘We/Us/Our/Athena SEO Pro’ refers to Capital District Digital, LLC, the developer of Athena SEO Pro, with registered office address at 1202 Troy Schenectady Rd. Building 3 Suite 103 Latham NY 12110.
‘Affiliate/You’ refers to any person or legal entity applying for our Affiliate Program and to any person or legal entity whose application is approved.
‘Platform’ refers jointly to the website of Athena SEO Pro available at https://athenaseopro.com/ including subdomains, software created by Capital District Digital, LLC available through athenaseopro.com or its subdomains, its interface, and functionality including the appropriate Application Programming Interface (API), and services described on the website.
‘Affiliate Program’ refers to the engagement program under which the Affiliate promotes the Platform by referring potential customers to the Platform in exchange for the commission in accordance with these Terms.
‘Referral Link’ refers to the specific URL appointed to the Affiliate which makes the tracking of the referred customers possible.
‘Party/Parties’ refers to either the Affiliate or Athena SEO Pro when used in singular form and to both the Affiliate and Athena SEO Pro when used in plural form.
‘Third-Party’ refers to any natural or legal entity other than the Affiliate and Athena SEO Pro.
‘Effective Date’ refers to the date on which the application for the Affiliate Program is accepted.
‘Confidential Information’ refers to any and all information belonging to, or otherwise relating to, either Party, which is not generally known, regardless of the manner in which it is stored or conveyed to the other Party, and which the Party has taken reasonable measures under the circumstances to protect from unauthorized use or disclosure, or which is reasonably considered confidential given the nature of the information, its value or potential value, or the circumstances of disclosure.
2. Preamble
2.1 By applying for our Affiliate Program, you confirm that you are at least 18 years of age, and that you (i) have full legal capacity to enter into a binding relationship, (ii) will provide true, accurate, current, and complete information where requested, and information that is otherwise compatible with these Terms, and (iii) will not participate in the Affiliate Program contrary to these Terms or applicable laws. If you are applying on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, and (iii) the legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.
2.2 The Affiliate is required to provide true, accurate, current, and complete information where requested and as necessary for the performance of rights and obligations under this Agreement. The Affiliate agrees to update their information should there be any changes, in order to keep registered information true, accurate, current, and complete. Athena SEO Pro is not responsible for any failure in performance under this Agreement that results from information that is not true, accurate, current, and complete.
2.3 The Parties intend that the Affiliate will be engaged as an independent contractor of Athena SEO Pro. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship. The Affiliate may not act as an agent for, or on behalf of, Athena SEO Pro or represent Athena SEO Pro, or bind Athena SEO Pro in any manner. The Affiliate will not be entitled to worker’s compensation, retirement, insurance, or other benefits afforded to employees of Athena SEO Pro. Unless otherwise agreed or required by law, the Affiliate is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to the Affiliate under this Agreement and agrees to do so in a timely manner. Any amount due to the Affiliate is considered a gross payment, and any tax or cost associated with such payment will be taken out of the calculated due amount.
3. Confidentiality
3.1 In the course of their cooperation, either Party may disclose to the other Party Confidential Information or a Party may otherwise come into contact with Confidential Information of the other Party. Parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any Third-Party without obtaining prior written consent from the other Party, (iv) to use Confidential Information only for the purpose specified during the disclosure, and (v) to return to the other Party all Confidential Information and any and all copies, extracts, or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
3.2 For the purposes of this Agreement and for the avoidance of any doubt, information about the commission scheme and compensation terms are considered especially confidential.
4. Referral and Commissions
4.1 Athena SEO Pro reserves the right, in its absolute sole discretion, to approve or decline any application for the Athena SEO Pro Affiliate Program without the need to provide reasons for such decision. You accept and agree that you will not have any legal or other remedy in case of rejection of the application.
4.2 Under the terms of this Agreement, the Affiliate undertakes to promote the Platform and to ensure that new customers purchase Athena SEO Pro services. For each customer that meets the criteria under this Agreement for ‘Qualified Customer’, Athena SEO Pro will pay the commission to the Affiliate for the duration and in the amounts as defined herein.
4.3 During the term of this Agreement, the Affiliate may use Athena SEO Pro marketing material, including registered trademarks, as decided and approved by Athena SEO Pro, solely for the purpose of promoting the Platform. The Affiliate will ensure that the use of Athena SEO Pro marketing material will not cause any confusion as to the Platform or service provider, nor can the marketing material be used in a way that is not appropriate to promote Athena SEO Pro and their core values, or to promote any service provider other than Athena SEO Pro. The Affiliate may not use marketing material that is not approved by Athena SEO Pro. Athena SEO Pro will decide on the marketing material that will be provided to the Affiliate and, where possible, the instruction for its use.
4.4 In order for a customer to become a Qualified Customer, they need to fulfill the following conditions:
a) No previous accounts. Only a customer who has never previously registered on the Platform can qualify as a Qualified Customer.
b) Registration after clicking the Referral Link. Only a customer who registers within 30 days from clicking on the designated Referral Link can qualify as a Qualified Customer. If for any reason a customer does not use a Referral Link, they cannot be considered a Qualified Customer regardless of the Affiliate’s efforts to refer such customer. If the customer clicks on multiple Referral Links, only the Affiliate whose Referral Link was last clicked will be awarded a commission for that customer. Furthermore, the Affiliate understands that if the customer clicks on a Referral Link but does not sign up to the Platform until a later time, the Referral Link function will depend on cookies to track the referral. If the customer does not allow cookies, Athena SEO Pro has no means of tracking such customer whether they came to the Platform through a Referral Link or not. If tracking is not possible, a customer will not be considered a Qualified Customer. In some cases, Athena SEO Pro can give credit to an Affiliate even if the above does not apply. This will be at the discretion of Athena SEO Pro, and supporting evidence needs to be provided before a customer can qualify as a Qualified Customer.
c) Expiration. Commission is paid only for the duration the customer is an active subscriber.
4.5 Commission is calculated based on the net amounts received from Qualified Customers. For the purposes of this Agreement, net amount represents the total payments from a Qualified Customer to Athena SEO Pro minus any sales tax if applicable and any reclaimed or refunded amounts. Commission becomes due for payment one month after purchase by a Qualified Customer. Due commission is paid within the first five business days of each month. As an example, commission for a purchase by a Qualified Customer on the 8th of March is paid within the first five business days of May. Commission is paid only based on the actual amounts received by Athena SEO Pro. If for any reason a Qualified Customer does not make the payment to Athena SEO Pro, the Affiliate is not eligible to receive a commission for that customer.
4.6 Commission rate is set to 20% of the net amount received from a Qualified Customer. Athena SEO Pro reserves the right to amend this rate upon reasonable notice to the Affiliate. Any amendment to the commission rate will not apply retroactively.
4.7 The Affiliate is required to provide their payment information as necessary for the purposes of payment of the commission. The Affiliate agrees to update their information should there be any changes, in order to keep registered information true, accurate, current, and complete. Athena SEO Pro is not responsible for any failure in payment of commission that results from information that is not true, accurate, current, and complete.
5. Restrictions
5.1 The Affiliate is strictly prohibited from engaging in the following activities:
a) Spamming. The Affiliate must comply with all applicable laws and regulations regarding the sending of emails, and must not send any unsolicited email that could be considered as spamming. All email communication must be in compliance with CAN-SPAM Act or other relevant anti-spam laws.
b) Misrepresentation. The Affiliate must not misrepresent the Platform or services provided by Athena SEO Pro. Any false claims or exaggerations regarding Athena SEO Pro’s services or results are strictly prohibited.
c) Unethical Marketing. The Affiliate must not use any unethical marketing practices, including but not limited to using misleading or deceptive advertising, making false claims about potential earnings, or using fake reviews or testimonials.
d) Trademark Violations. The Affiliate must not use Athena SEO Pro trademarks or other intellectual property in any manner that is not approved by Athena SEO Pro. This includes but is not limited to using Athena SEO Pro trademarks in domain names, social media handles, or other online properties without prior written consent from Athena SEO Pro.
e) Cookie Stuffing. The Affiliate must not use cookie stuffing techniques, including but not limited to placing cookies without the user’s knowledge or consent, or using any other methods to artificially generate referrals.
f) Paid Advertising. The Affiliate must not use any form of paid adveritising to promote Athena SEO Pro. This includes paid advertising on social media channels, search engines, television, Youtube and online forums.
5.2 Athena SEO Pro reserves the right to terminate this Agreement and the Affiliate’s participation in the Affiliate Program at any time and for any reason, including but not limited to a breach of these Terms, without prior notice. Upon termination, the Affiliate must immediately cease using all Athena SEO Pro marketing material and must remove all Referral Links from their websites and other online properties.
6. Liability
6.1 The Affiliate agrees to indemnify and hold harmless Athena SEO Pro, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorney’s fees, arising out of or in any way connected with the Affiliate’s participation in the Affiliate Program, including but not limited to any violation of these Terms, any use of the Referral Links, or any infringement of any intellectual property or other right of any person or entity.
6.2 Athena SEO Pro will not be liable for any indirect, incidental, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if Athena SEO Pro has been advised of the possibility of such damages. Athena SEO Pro’s total liability to the Affiliate, whether in contract, tort, or otherwise, will not exceed the total amount of commission paid to the Affiliate under this Agreement.
7. Governing Law
7.1 This Agreement and any disputes arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of New York USA. The Parties agree to submit to the exclusive jurisdiction of the courts of New York USA to resolve any disputes arising out of or in connection with this Agreement.
8. Amendments
8.1 Athena SEO Pro reserves the right to amend these Terms at any time and for any reason, including but not limited to changes in the Affiliate Program or changes in applicable laws or regulations. Any amendments to these Terms will be effective upon posting the updated Terms on the Athena SEO Pro website. The Affiliate’s continued participation in the Affiliate Program after the posting of the updated Terms constitutes acceptance of the amended Terms.
9. Miscellaneous
9.1 This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.
9.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck, and the remaining provisions will remain in full force and effect.
9.3 The Affiliate may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Athena SEO Pro. Athena SEO Pro may assign or transfer any of its rights or obligations under this Agreement at any time without notice to the Affiliate.
9.4 The failure of either Party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by the Party in writing.
By applying for our affiliate program, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
