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Affiliate Program |
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Terms & Conditions
This document sets out the terms on which you will resell mobile games for M3GWORKS. Your acceptance of these terms will create a legally binding agreement between you and us. There is a list of words and phrases that carry specific meanings in Schedule 1. Our agreement We appoint you as a non-exclusive agent of ours to market the Product in the Territory. You are not permitted to assign or sub-contract any of your rights or obligations under this Agreement nor to appoint any sub-agent to perform your obligations. If you attempt to do so, we may terminate your appointment. Duration Your appointment is open ended and shall continue until terminated by either party giving to the other not less than one months' written notice expiring at any time after that date, but shall be subject to earlier termination as provided in this Agreement. Your obligations You shall: use your best endeavours to promote and extend the sales of the Product throughout the Territory; promptly inform us of any facts or opinions of which you become aware that are likely to be relevant in relation to the commercial exploitation of the Product and which are advantageous or disadvantageous to our interests; at all times conduct your business in a manner that will reflect favourably on the Product and on our good name and reputation; not participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Product or M3GWORKS or other practices which may be detrimental to the Product, M3GWORKS or the public interest during the continuance of this Agreement (whether alone or jointly and whether directly or indirectly); not make any promises or representations or give any warranties, guarantees or indemnities in respect of the Product in favour of Licensees; use our trade marks and trade names only in the registered or agreed style and only in connection with the resale of the Product. Our obligations We shall: provide you with such marketing and technical assistance as we may in our discretion consider necessary to assist you with the promotion of the Product; give you reasonable advance written notice of any change in or modification of the Product or of our intention to discontinue licensing or sub-licensing the Product in the Territory; provide you with all information and assistance necessary to enable you properly to perform your obligations under this Agreement in respect of any modified, enhanced or replacement version of or addition to the Product. Warranties and liability The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law. Notwithstanding anything else contained in this Agreement, we shall not be liable to you for loss (whether direct or indirect) of profits, business or anticipated savings nor for any indirect or consequential loss or damage whatsoever and whether arising from negligence, breach of contract or howsoever. Royalties and payments The base for the payment of the provision is report of the number of sales. The report will be generated and provided in electronic form to you online. The payment will be made within the first 7 days after the end of a calendar month. The payment will be transferred to your Paypal address. The minimum payout limit is $10 USD. If the provision is less than the minimum payout limit it will be transfered to the respective subsequent month until the minimum payout limit has been reached. The provisions of this clause shall survive the termination of this Agreement. Property rights The Product and all materials relating to the Product and the intellectual property rights in it or relating to it are and shall remain the property of us and all copies of it in your possession, custody or control shall (to the extent that they are not exhausted by proper use) be returned to us or otherwise disposed of by you as we may from time to time direct. You shall notify us immediately if you become aware of any unauthorised use of any of the Product or any of the intellectual property rights in it or relating to it and will assist us (at our expense) in taking all steps to defend our rights in it. You shall not use, reproduce or deal in the Product except as expressly permitted by this Agreement. The provisions of this clause shall survive the termination of this Agreement. Confidentiality You shall not without our prior written consent divulge any part of the Information to any person except: your own employees who need to know it; Licensees and prospective Licensees (in each case strictly in accordance with these terms);
your auditors, professional advisers and any other person having a right, duty or obligation to
know the your business and then only in pursuance of that right, duty or obligation. You undertake to ensure that these persons are made aware prior to the disclosure of any part of the
Information that the same is confidential and that they owe a duty of confidence to us. You shall
indemnify us against any loss or damage that we may sustain or incur as a result of you failing to
comply with such undertaking. You shall promptly notify us if you become aware of any breach of confidence by any person to whom
you divulge any part of the Information and shall give us all reasonable assistance in connection with
any proceedings that we may institute against such person for breach of confidence. The obligations as to confidentiality set out in these terms shall remain in full force and effect
notwithstanding any termination of this agreement. Reservation of rights We reserve the right: to exploit the Product ourselves in the Territory by such means as we may think fit including,
without limitation, by the appointment of other resellers; to modify, enhance, replace or make additions to the Product in any way whatsoever as we
may in our discretion determine; to discontinue licensing or sub-licensing the Product in the Territory (whereupon this
Agreement shall automatically terminate); and to require you either not to use or to cease to use any advertising or promotional materials in
respect of the Product that we consider not to be in our best interests. Termination Notwithstanding anything else contained in this Agreement, it may be terminated: by us forthwith on giving notice in writing to you if: the control of you shall be transferred to any person or persons other than the person
or persons in control of you at the date of this Agreement; any audit carried out pursuant to this agreement shall reveal a deficiency of fifteen per
cent or more in the relevant period; by either your or us forthwith on giving notice in writing to the other if: the other commits any material or persistent breach of any term of this Agreement
and (in the case of a breach capable of being remedied) shall have failed, within thirty
days after the receipt of a request in writing from the other party so to do, to remedy
the breach (such request to contain a warning of such party's intention to terminate); the other party shall have a receiver or administrative receiver appointed of it or over
any part of its undertaking or assets or shall pass a resolution for winding up
(otherwise than for the purpose of a bona fide scheme of solvent amalgamation or
reconstruction) or a court of competent jurisdiction shall make an order to that effect
or if the other party shall enter into any voluntary arrangement with its creditors or
shall become subject to an administration order. Effect of termination On the termination of this Agreement all rights and obligations of the parties under this Agreement
shall automatically terminate except for such rights of action as shall have accrued prior to such termination and any obligations
which expressly or by implication are intended to come into or continue in force on or after
such termination; that the terms of this Agreement shall remain in full force and effect to the extent and for the
period necessary to permit you properly to perform its continuing obligations under each
Standard Licence subsisting at the date of termination (and your obligations under the
remainder of this clause shall be deferred during such period as those continuing obligations
subsist). You shall at your own expense forthwith return to us or otherwise dispose of as we may instruct all
promotional materials and other documents and papers whatsoever sent to you and relating to our
business (other than correspondence between the parties), all property of ours and all copies of the
Product and materials relating to the Product, being in each case in your possession or under its
control. You shall cause the Product to be erased from all computers of your or under your control and shall
certify to us that you have done so. Releases and waivers The rights, powers and remedies conferred on either you or us by these terms and remedies available
to either of us are cumulative and are additional to any right, power or remedy which we may have
under general law or otherwise. Either of us may, in whole or in part, release, compound, compromise, waive or postpone, in our
absolute discretion, any liability owed to us or right granted to us in these terms without in any way
affecting our rights in respect of that or any other liability or right not so released, compounded,
compromised, waived or postponed. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either of us
shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power
or remedy arising under these terms or otherwise. Entire agreement and variation This Agreement sets out the entire agreement and understanding between you and us in respect of
the subject matter of this Agreement. The terms of our quotation are valid except to the extent that
they conflict with these terms, in which case these terms shall take precedence. No purported variation of this Agreement shall be effective unless it is in writing and signed by or on
behalf of each of you and us. Force majeure Neither party shall be liable for any delay in performing any of its obligations under this Agreement if
such delay is caused by circumstances beyond the reasonable control of the party so delaying and
such party shall be entitled (subject to giving the other party full particulars of the circumstances in
question and to using its best endeavours to resume full performance without avoidable delay) to a
reasonable extension of time for the performance of such obligations. Entire agreement and conflicts This Agreement sets out the entire agreement and understanding between the parties in respect of the
subject matter of this Agreement. This Agreement supersedes any heads of terms or letter of intent between us and you or any member
of any corporate group to which you belong. Schedule 1 Definitions and interpretation In this Agreement, unless the context otherwise requires, the following words have the following
meanings: "this Agreement" the agreement formed by the acceptance by you and us of these terms (including any
schedule or annexure to it and any document in agreed form); "intellectual property rights" patents, trademarks, service marks, registered designs, applications for any of the foregoing,
copyright, design rights, know-how, confidential information, trade and business names and
any other similar protected rights in any country; "Licensee" a person situated in the Territory who is a party to an Standard Licence with us in respect of
the Product; "Product" Mobile Games and the internet site and delivery technology and additions to it provided by us
and made available to the Reseller from time to time pursuant to this Agreement; "Territory" Worldwide as supported by the Payment platform, PayPal.com. |
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