Affiliate Agreement
By filling out the signup form, you acknowledge that you have read and agree with the terms and conditions associated with this affiliate program. This Affiliate Agreement will form a legally binding contract between you (the Affiliate) and SmiteWorks USA LLC (the Company), whereas the Affiliate will refer traffic to the Company and will be granted an agreed consideration; and
WHEREAS, you desire to participate in the Program, as evidenced by your application, which application the Company may approve or disapprove, at its sole discretion.
THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:
Affiliate responsibilities
It is understood that the Affiliate will introduce Company products and services to their current and prospective customers and will comply with all laws, including those that govern email marketing and anti-spam laws.
The Affiliate will be fully responsible for any costs related to maintaining or marketing the Affiliate Program, including but not limited to costs associated with creation, hosting, modification, or improvements to the Affiliate's website; cost of internet marketing; offline marketing costs; postage; and all other costs and expenses.
The Company reserves the right to accept or reject any prospective customers. It will pay the Affiliate a commission per customer referred using an affiliate code and according to a designated payment schedule for qualified purchases.
Qualified Purchases
OSI Affiliates software records purchases generated from affiliate links through various means. The full nature of how this works is undisclosed, but it relies upon cookies that are set when a referral link is followed. These are recorded on the referred customer's device and a checkout from the Company storefront communicates with OSI affiliates to credit the Affiliate. The Company only records purchases for the main Company store page and not for any third-party orders, purchases from Steam, purchases from the self-publishing Forge system, Subscriptions, or other purchases. Purchases may not be credited to the Affiliate if the referred customer completes the purchase from a different device, they block the OSI cookie, or if the integration with OSI Affiliates and the Company is somehow interrupted. The Company has performed tests of successful integration with OSI Affiliates, but the Company makes no warranty as to the accuracy of the affiliate referrals. Qualified Purchases will be reflected instantly upon completion within the Affiliate's dashboard.
Nature of partnership
The Affiliate will act as an agent on behalf of the Company by placing links on their website(s) to direct traffic to the Company website(s) registered at (fantasygrounds.com). In addition, the Affiliate shall coordinate with the Company to carry out successfully the marketing, publicizing, and promotion of the Company's products or services.
Any Affiliate Program may be amended or terminated at any time. Information about the Affiliate Program will be available on the Company website. Accordingly, the Affiliate must keep themselves informed of any amendments of Affiliate Programs, particularly if a registered website has terminated its Affiliate Program or changed the conditions for remuneration to Affiliates.
Terms of the agreement
- The term of this Agreement will begin upon the Company's acceptance of the Affiliate's application.
- The Affiliate is only eligible to earn commission fees on qualified purchases occurring during the term, and commission fees earned through the date of termination will remain payable only if the orders for the related products and services are not canceled and comply with all terms laid out in this Agreement.
- The Company may withhold your final payment of commission fees for a reasonable time to ensure that all qualified purchases are valid and payments from referred customers are legitimate as determined by the Company in its sole discretion.
- Any Affiliate who violates either this Agreement or the Company's Terms and Conditions will immediately forfeit their right to all accrued commission fees and be removed from the Company Affiliate Program.
- Without limitation, the Affiliate's participation in the program and this agreement shall be deemed automatically terminated immediately and all commissions forfeited upon the Affiliate's violation of any of the terms of this Agreement or any applicable law or regulation having the force of law.
Confidentiality
The Affiliate promises and agrees to hold any confidential information in strict confidence and trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such confidential information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties according to this Agreement, without the Company's prior written consent.
The Affiliate shall not disclose any confidential information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement without the Company's prior written consent. The Affiliate's obligations include taking all actions necessary to ensure that any affiliates, employees, contractors, or agents abide by the terms of this section in their entirety.
Confidential information does not include information that
- is or becomes publicly known through lawful means;
- was rightfully in provider’s possession or part of the Affiliate's general knowledge before the effective date of this Agreement; or
- is disclosed to the Affiliate without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.
Indemnification
The Affiliate hereby agrees to indemnify and hold harmless the Company, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on:
- Any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party.
- Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein.
- Any claim related to the Affiliate's site, including, without limitation, its development, operation, maintenance, and content therein not attributable to the Company.
Enrollment in the Affiliate Program
By filling out the signup form, you will automatically become an affiliate and are bound by the terms of this agreement. The Company will evaluate the application and notify the Affiliate of their acceptance or rejection. The Company may reject the application for any reason at their sole discretion.
Without limiting the ability to reject any application for any reason at the Company's absolute discretion, the Affiliate application will be rejected if:
- The application is incomplete
- The Affiliate website contains images or content that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- The Affiliate website promotes illegal activities or is intended to harass or defame any person.
- The Affiliate website intentionally includes variations or misspellings thereof in their domain names or otherwise violates the Company's intellectual property rights or the intellectual property rights of others.
- The Affiliate is a paid employee of the Company
If the Company rejects the Affiliate’s application, the Affiliate is welcome to reapply to the program at any time. However, if the Company accepts the application, they reserve the right to terminate the Affiliate’s participation in the program for any reason at their sole discretion immediately and without prior notice.
Modification
The Company may modify any of the terms and conditions in this Agreement at any time at their sole discretion. In such an event, the Company will notify the Affiliate by email. Modifications may include but are not limited to changes in the payment procedures and Company Affiliate Program rules. If any modification is unacceptable to the Affiliate, their only option is to end this Agreement. Continued participation in the Company Affiliate Program following the notification of change or new Agreement posting on our site will indicate your agreement to the changes.
Affiliate payment
The Company makes no representations or warranties regarding potential income that may result from the Affiliate Program. Commissions will be paid to the Affiliate based on customers who access the Company website through the Affiliate's site. Commissions will be based on gross sales price, not including any sales tax, shipping, special service fees (such as gift wrapping), late charges, collection costs, and any other payment made to the Company that is not the purchase price of the product.
The Affiliate understands that the Company may change the payout amount at any time. The Affiliate is responsible for determining if the payout for a link they placed on their site has changed or been discontinued. The percentage paid as commissions is outlined in Schedule A (attached to this agreement). Payments are made monthly.
The Company reserves the right to deduct the costs for any products that are returned or refunded in the subsequent months, attributable to credit card fraud or bad debt write-off, or for any other reason if the previous commission was overpaid.
Severability
If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
Applicable law
The laws of the States and Country will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Titusville, Florida and the Affiliate irrevocably consents to the jurisdiction of such courts. The Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. The Company's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such a provision or any other provision of this Agreement.
Termination of agreement
Either the Affiliate or the Company may terminate the Affiliate relationship at any time. The Affiliate is only eligible to earn Affiliate payments during their time as an approved Affiliate. The Company may change the program or service policies and operating procedures at any time.
Affiliate Links
Affiliate links may not be used on any sites under the management of the Company. This includes, but is not limited to the Company forums, the Company Discord channels, the Company Facebook page, the Company Twitter account, the Company Twitch account, or the Company YouTube account. All Affiliate links must be shared on sites and locations that are public or privately accessible by the Affiliate.
