ARIEL AMUSEMENT GAMING Affiliate Program Terms of Service
Agreement
By signing up to be an Affiliate in the ARIEL AMUSEMENT GAMING Affiliate Program (“Program”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”).
ARIEL AMUSEMENT GAMING reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk.
Account Terms
- You must be 18 years or older to be part of this Program.
- You must live in the United States to be an Affiliate.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted.
- You are responsible for maintaining the security of your account and password. ARIEL AMUSEMENT GAMING cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account.
- One person or legal entity may not maintain more than one account.
- You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
- You may not use the Affiliate Program to earn money on your own ARIEL AMUSEMENT GAMING product accounts.
Links/graphics on your site, in your emails, or other communications
Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate Code. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to ARIEL AMUSEMENT GAMING. We may change the design of the artwork at any time without notice, but we won’t change the dimensions of the images without proper notice.
To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and the ARIEL AMUSEMENT GAMING. You must ensure that each of the links between your site and the ARIEL AMUSEMENT GAMING properly utilizes such special link formats. Links to the ARIEL AMUSEMENT GAMING placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to sales on a ARIEL AMUSEMENT GAMING product occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Affiliate links should point to the page of the product being promoted.
Referral fees/commissions and payment
For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to https://arielamusementgaming.com and complete an order for a product during that session.
We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems.
We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
Payments only begin once you’ve earned more than $20 in affiliate income. If your affiliate account never crosses the $20threshold, your commissions will not be realized or paid. We are only responsible for paying accounts that have crossed the $20 threshold.
Identifying yourself as a ARIEL AMUSEMENT GAMING Affiliate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of ARIEL AMUSEMENT GAMING or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.
Payment schedule
As long as your current affiliate earning are over $20, you’ll be paid each month. If you haven’t earned $20 since your last payment, we’ll pay you the following month after you’ve crossed the threshold.
Customer definition
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
Your responsibilities
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
– The technical operation of your site and all related equipment
– Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
– The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
– Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
– Ensuring that materials posted on your site are not libelous or otherwise illegal
– Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.
Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to https://arielamusementgaming.com, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. ARIEL AMUSEMENT GAMING reserves the right to end the Program at any time. Upon program termination, ARIEL AMUSEMENT GAMING will pay any outstanding earnings accrued above $20.
Termination
ARIEL AMUSEMENT GAMING, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other ARIEL AMUSEMENT GAMING service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. ARIEL AMUSEMENT GAMING reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
Limitations of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the ARIEL AMUSEMENT GAMING will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Miscellaneous
This Agreement will be governed by the laws of The United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The failure of ARIEL AMUSEMENT GAMING to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and ARIEL AMUSEMENT GAMING and govern your use of the Service, superceding any prior agreements between you and ARIEL AMUSEMENT GAMING (including, but not limited to, any prior versions of the Terms of Service).
Affiliate Program desires to engage Affiliate to promote and market its products and services; and WHEREAS, Affiliate desires to participate in Affiliate Program’s affiliate marketing program under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1 Definitions 1.1 Affiliate Program “Affiliate Program” shall mean the ARIEL AMUSEMENT GAMING Affiliate Program, as set forth in this Agreement, whereby individuals or entities may earn referral fees by promoting and referring customers to ARIEL AMUSEMENT GAMING’s products and services. 1.2 Affiliate Code “Affiliate Code” shall mean the unique identifier assigned to each Affiliate upon acceptance into the Affiliate Program, which shall be used to track referrals and calculate referral fees. 1.3 Special Links “Special Links” shall mean the specifically formatted links, banners, or other graphics provided by ARIEL AMUSEMENT GAMING to Affiliates, which contain the Affiliate’s unique Affiliate Code and are used to track referrals and sales attributable to the Affiliate. 1.4 Referral Fees “Referral Fees” shall mean the compensation paid to Affiliates for qualified referrals, as determined by ARIEL AMUSEMENT GAMING in its sole discretion. Referral Fees shall be set at Two Hundred Fifty Dollars ($250.00) per location referred, subject to the terms and conditions set forth herein. 1.5 Customer Definition “Customer” shall mean any individual or entity who purchases products or services from ARIEL AMUSEMENT GAMING through a Special Link provided by an Affiliate, subject to the terms and conditions set forth in this Agreement. For the avoidance of doubt, Customers shall be deemed to be customers of ARIEL AMUSEMENT GAMING, and not of the Affiliate, for all purposes related to this Agreement and the Affiliate Program.
2 Agreement to Terms 2.1 Acceptance of Terms By participating in the Affiliate Program (hereinafter referred to as the “Program”), Affiliate Program hereby expressly acknowledges and agrees to be bound by these Terms of Service (hereinafter referred to as the “Terms”) in their entirety. The act of signing up for the Program or utilizing any aspect thereof shall be deemed conclusive evidence of Affiliate Program’s acceptance of these Terms. 2.2 Modifications to Terms Affiliate Program reserves the right, at its sole and absolute discretion, to modify, amend, or update these Terms at any time without prior notice to Affiliate Program. Any such modifications, amendments, or updates shall become effective immediately upon posting on the Affiliate Program website or other designated platform. Affiliate Program’s continued use of the Program subsequent to any such changes shall constitute Affiliate Program’s unequivocal acceptance of the modified Terms. It shall be the sole responsibility of Affiliate Program to regularly review the Terms to ensure awareness of any modifications. 2.3 Violation of Terms Any violation of these Terms by Affiliate Program, as determined solely by Affiliate Program in its absolute discretion, shall result in the immediate termination of Affiliate Program’s account and the forfeiture of any and all outstanding affiliate commission payments earned during the period of violation. Affiliate Program hereby acknowledges and agrees that such determination by Affiliate Program shall be final and binding, and Affiliate Program waives any right to contest or appeal such determination. Furthermore, Affiliate Program expressly agrees to indemnify and hold harmless Affiliate Program from any and all claims, damages, or liabilities arising from or related to Affiliate Program’s violation of these Terms. Notwithstanding the foregoing, Affiliate Program reserves the right to pursue any and all legal remedies available to it in the event of a violation of these Terms by Affiliate Program, including but not limited to injunctive relief, monetary damages, and specific performance. Affiliate Program hereby acknowledges that any breach of these Terms may result in irreparable harm to Affiliate Program, for which monetary damages may be an inadequate remedy, and Affiliate Program consents to the issuance of injunctive relief in favor of Affiliate Program without the necessity of posting a bond or other security. Affiliate Program further agrees that its participation in the Program is at its own risk, and that Affiliate Program shall bear sole responsibility for any consequences resulting from its use of the Program or violation of these Terms. Affiliate Program expressly waives any claim against Affiliate Program for any loss, damage, or expense incurred as a result of Affiliate Program’s participation in the Program or violation of these Terms.
- Account Terms 3.1 Eligibility Affiliate Program shall be open solely to individuals who have attained the age of eighteen (18) years or older and who are residents of the United States of America. Any person or entity not meeting the aforementioned criteria shall be expressly prohibited from participating in the Affiliate Program. Affiliate Program reserves the right, in its sole and absolute discretion, to verify the age and residency of any applicant or participant at any time. 3.2 Account Security The Affiliate shall bear sole and exclusive responsibility for maintaining the security and confidentiality of their account credentials, including but not limited to their username and password. Affiliate Program shall not be held liable, under any circumstances whatsoever, for any loss, damage, or other adverse consequences arising from or in connection with the Affiliate’s failure to adequately safeguard their account information. The Affiliate hereby acknowledges and agrees that they shall immediately notify Affiliate Program in writing of any unauthorized use of their account or any other breach of security of which they become aware. 3.3 Account Responsibility The Affiliate shall be solely and fully responsible for all content posted and all activities that occur under their account. This responsibility shall extend to, but not be limited to, any and all communications sent from the account, any changes made to the account settings, and any transactions conducted through or in connection with the account. The Affiliate hereby agrees to indemnify, defend, and hold harmless Affiliate Program from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Affiliate’s use of their account or any breach of this Agreement by the Affiliate. Furthermore, the Affiliate expressly acknowledges and agrees that they shall not maintain more than one account with Affiliate Program, nor shall they use the Affiliate Program for any illegal, unauthorized, or prohibited purpose. Any violation of these terms may result in immediate termination of the Affiliate’s account and forfeiture of any accrued but unpaid commissions, at the sole discretion of Affiliate Program.
4 Affiliate Links and Graphics 4.1 Use of Affiliate Code Upon acceptance into the Program, Affiliate Program shall be assigned a unique Affiliate Code. Affiliate Program is hereby granted a limited, non-exclusive, non-transferable license to utilize said Affiliate Code in connection with links, banners, or other graphics provided by ARIEL AMUSEMENT GAMING (hereinafter referred to as “Promotional Materials”) on Affiliate Program’s website, electronic mail communications, or other authorized promotional channels. Affiliate Program shall strictly adhere to the guidelines, link styles, and graphical artwork specifications furnished by ARIEL AMUSEMENT GAMING in the placement and utilization of such Promotional Materials. ARIEL AMUSEMENT GAMING reserves the right, in its sole discretion, to modify the design of any Promotional Materials at any time without prior notice; provided, however, that ARIEL AMUSEMENT GAMING shall provide reasonable notice of any alterations to the dimensions of graphical elements. 4.2 Special Link Formats To facilitate accurate tracking, reporting, and accrual of referral fees, ARIEL AMUSEMENT GAMING shall provide Affiliate Program with special link formats (hereinafter referred to as “Special Links”) to be employed in all hyperlinks between Affiliate Program’s website and ARIEL AMUSEMENT GAMING’s website. Affiliate Program shall bear the sole responsibility for ensuring that each and every link connecting Affiliate Program’s website to ARIEL AMUSEMENT GAMING’s website properly incorporates the aforementioned Special Link formats. For the purposes of this Agreement, links to ARIEL AMUSEMENT GAMING’s website placed on Affiliate Program’s website pursuant to this Agreement and which correctly utilize such Special Link formats shall be referred to as “Special Links.” It is expressly understood and agreed that Affiliate Program shall be entitled to referral fees solely with respect to sales of ARIEL AMUSEMENT GAMING products occurring directly through Special Links. ARIEL AMUSEMENT GAMING shall not be liable to Affiliate Program for any failure by Affiliate Program or any individual referred by Affiliate Program to utilize Special Links or to correctly input Affiliate Program’s Affiliate Code, including, without limitation, to the extent that such failure may result in any diminution of amounts that would otherwise be payable to Affiliate Program pursuant to this Agreement. 4.3 Link Guidelines Affiliate Program shall ensure that all Special Links direct potential customers to the specific product page of the item being promoted on ARIEL AMUSEMENT GAMING’s website. Affiliate Program is expressly prohibited from utilizing Special Links that redirect to any other webpage or destination. Furthermore, Affiliate Program shall not employ any deceptive or misleading practices in the placement or promotion of Special Links, including but not limited to: (a) Misrepresenting the nature, characteristics, or benefits of ARIEL AMUSEMENT GAMING’s products or services; (b) Utilizing any form of false or deceptive advertising in connection with Special Links; (c) Engaging in any activity that may be construed as “click fraud” or artificially inflating click-through rates; (d) Placing Special Links on websites or in communications that contain illegal, offensive, or otherwise objectionable content, as determined by ARIEL AMUSEMENT GAMING in its sole discretion; (e) Utilizing any form of spyware, malware, or other malicious software in connection with Special Links; (f) Employing any techniques designed to manipulate search engine rankings or otherwise violate search engine guidelines; (g) Offering any form of compensation or incentive to users for clicking on Special Links. ARIEL AMUSEMENT GAMING reserves the right, in its sole and absolute discretion, to immediately terminate this Agreement and forfeit any accrued referral fees in the event that Affiliate Program is found to be in violation of any of the aforementioned link guidelines or any other provision of this Agreement. Affiliate Program acknowledges and agrees that ARIEL AMUSEMENT GAMING’s determination of any such violation shall be final and binding.
5 Referral Fees and Payment 5.1 Eligibility for Referral Fees Affiliate Program shall be entitled to receive referral fees solely for Product sales that are directly attributable to Special Links from Affiliate Program’s site, email, or other communications to https://arielamusementgaming.com. To be eligible for a referral fee, the customer must complete an order for a Product during the same session in which the customer clicks through the Special Link. Affiliate Program acknowledges and agrees that no referral fees shall be payable for any other sales or transactions, including but not limited to those resulting from general advertisements, word-of-mouth referrals, or any other means not expressly provided for herein. 5.2 Payment Conditions Affiliate Program shall receive a one-time referral fee of Two Hundred Fifty Dollars ($250.00) per location for each eligible Product sale. Notwithstanding the foregoing, Affiliate Program shall not be entitled to any referral fees for sales of parts or any residual commissions. Referral fees shall only be paid on sales that are automatically tracked and reported by Affiliate Program’s systems. Affiliate Program expressly acknowledges and agrees that no referral fees shall be paid for any sales that are not tracked by Affiliate Program’s systems, regardless of any claims made by customers or Affiliate Program regarding the use of referral codes or other purported referrals. Affiliate Program further acknowledges and agrees that referral fees shall only become payable once Affiliate Program has accrued more than Twenty Dollars ($20.00) in aggregate referral fees. In the event that Affiliate Program’s account does not exceed the Twenty Dollar ($20.00) threshold, such referral fees shall not be realized or paid, and Affiliate Program shall have no claim or entitlement thereto. 5.3 Disqualification of Commissions Affiliate Program reserves the right, in its sole and absolute discretion, to disqualify any commissions earned through fraudulent, illegal, overly aggressive, questionable, or otherwise improper sales or marketing methods. Affiliate Program shall be the sole arbiter of what constitutes such improper methods, and its determination shall be final and binding upon Affiliate Program. Affiliate Program expressly acknowledges and agrees that any attempt to circumvent or manipulate the referral fee system, including but not limited to the use of multiple accounts, automated click-through mechanisms, or any other artificial means of generating referrals, shall result in the immediate forfeiture of all accrued referral fees and may lead to the termination of this Agreement. Furthermore, Affiliate Program is strictly prohibited from purchasing Products through its own affiliate links for personal use. Any such purchases may, at Affiliate Program’s sole discretion, result in the withholding of referral fees and/or the immediate termination of this Agreement. Affiliate Program shall have no recourse or claim against Affiliate Program for any referral fees withheld or forfeited pursuant to this provision.
6 Identifying as an Affiliate 6.1 Restrictions on Representation Affiliate Program shall not issue any press release with respect to this Agreement or its participation in the Program; such action may result in the termination of Affiliate Program from the Program. Furthermore, Affiliate Program shall not, in any manner whatsoever, misrepresent or embellish the relationship between Affiliate Program and ARIEL AMUSEMENT GAMING, claim to develop ARIEL AMUSEMENT GAMING’s products, assert that Affiliate Program is part of ARIEL AMUSEMENT GAMING, or express or imply any relationship or affiliation between Affiliate Program and ARIEL AMUSEMENT GAMING or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that ARIEL AMUSEMENT GAMING supports, sponsors, endorses, or contributes money to any charity or other cause). Affiliate Program is expressly prohibited from making any representations, warranties, or other statements concerning ARIEL AMUSEMENT GAMING or its products, except as expressly authorized by this Agreement. Affiliate Program shall indemnify, defend, and hold ARIEL AMUSEMENT GAMING harmless from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from any misrepresentation or unauthorized statement made by Affiliate Program. 6.2 Prohibited Purchases Affiliate Program is strictly prohibited from purchasing products through its affiliate links for its own use. Such purchases may result, in ARIEL AMUSEMENT GAMING’s sole and absolute discretion, in the withholding of referral fees and/or the immediate termination of this Agreement. Affiliate Program acknowledges and agrees that any attempt to circumvent this prohibition by purchasing products through its affiliate links for personal use or for the use of any third party affiliated with Affiliate Program shall be deemed a material breach of this Agreement. In the event that ARIEL AMUSEMENT GAMING, in its sole discretion, determines that Affiliate Program has engaged in prohibited purchases, ARIEL AMUSEMENT GAMING reserves the right to: (a) Immediately terminate this Agreement without prior notice; (b) Withhold any and all referral fees earned by Affiliate Program, including those earned prior to the discovery of the prohibited purchases; (c) Demand reimbursement from Affiliate Program for any commissions paid on prohibited purchases; (d) Pursue any and all legal remedies available to ARIEL AMUSEMENT GAMING under applicable law. Affiliate Program hereby waives any right to contest or appeal ARIEL AMUSEMENT GAMING’s determination of prohibited purchases and agrees to comply with any demands made by ARIEL AMUSEMENT GAMING pursuant to this section.
7 Payment Schedule 7.1 Payment Threshold Affiliate Program shall not be obligated to remit payment to any affiliate until such affiliate’s account has accrued referral fees in excess of Twenty Dollars ($20.00) (hereinafter referred to as the “Payment Threshold”). In the event that an affiliate’s account fails to reach the Payment Threshold, any accrued referral fees shall be carried forward to subsequent payment periods until such time as the Payment Threshold is attained. Affiliate Program reserves the right, in its sole and absolute discretion, to modify the Payment Threshold at any time upon providing written notice to the affiliates. 7.2 Monthly Payment Subject to the attainment of the Payment Threshold as set forth in Section 7.1 herein, Affiliate Program shall remit payment to eligible affiliates on a monthly basis. Such payments shall be made on or before the last day of each calendar month for all referral fees accrued during the preceding month. Notwithstanding the foregoing, in the event that an affiliate’s account has not reached the Payment Threshold in any given month, payment shall be deferred until the subsequent month in which the Payment Threshold is achieved. Affiliate Program shall have the right to withhold payment in the event of suspected fraudulent activity or violation of the terms and conditions set forth in this Agreement, pending investigation and resolution of such issues to Affiliate Program’s satisfaction. All payments made hereunder shall be in United States Dollars and shall be made via electronic funds transfer to the bank account designated by the affiliate. Affiliate Program shall not be liable for any delays in payment resulting from incorrect or incomplete banking information provided by the affiliate. The affiliate shall be solely responsible for any and all taxes, fees, or other charges imposed by governmental authorities in connection with the receipt of payments hereunder. Affiliate Program reserves the right to modify the payment schedule or method of payment at any time, provided that reasonable notice is given to the affiliates. In no event shall Affiliate Program be liable for any interest or other charges resulting from delays in payment, regardless of the cause of such delays.
- Customer Definition 8.1 Customer Relationship Customers who purchase products through the Program shall be deemed to be customers of Affiliate Program. Notwithstanding the foregoing, all rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth by Affiliate Program shall apply to such customers. Affiliate Program reserves the right to modify its policies and operating procedures at any time, in its sole discretion, without notice to any party. 8.2 Pricing and Availability Affiliate Program shall determine the prices to be charged for products sold under the Program in accordance with its own pricing policies. Product prices and availability may vary from time to time at the sole discretion of Affiliate Program. Due to the potential for price fluctuations, Affiliate Program expressly prohibits the display of product prices on any affiliate’s website. Affiliate Program shall use commercially reasonable efforts to present accurate information regarding product availability and pricing; however, Affiliate Program does not guarantee the availability or price of any particular product. In the event of any discrepancy between the information presented and the actual product availability or pricing, the terms set forth by Affiliate Program at the time of purchase shall govern.
9 Affiliate Responsibilities 9.1 Site Operation The Affiliate shall be solely responsible for the development, operation, and maintenance of the Affiliate’s website and for all materials that appear on said website. The Affiliate shall, at its own expense, provide and maintain all equipment, software, and services necessary for the proper operation of its website. The Affiliate shall ensure that its website is operational and accessible to users at all times, save for reasonable periods of scheduled maintenance. The Affiliate shall promptly address and rectify any technical issues that may arise in connection with the operation of its website. 9.2 Compliance with Third-Party Agreements The Affiliate hereby warrants and represents that the display of Special Links on its website does not and shall not violate any agreement between the Affiliate and any third party, including, without limitation, any restrictions or requirements imposed by a third party that hosts the Affiliate’s website. The Affiliate shall be solely responsible for ensuring that its participation in the Program and the display of Special Links on its website comply with all applicable third-party agreements. In the event of any conflict between the terms of this Agreement and any third-party agreement to which the Affiliate is a party, the Affiliate shall immediately notify the Affiliate Program of such conflict and shall take all necessary steps to resolve said conflict in a manner that ensures continued compliance with this Agreement. 9.3 Content Accuracy The Affiliate shall be solely responsible for ensuring the accuracy, truthfulness, and appropriateness of all materials posted on its website, including, but not limited to, all Product-related materials and any information included within or associated with Special Links. The Affiliate shall exercise due diligence in verifying the accuracy of all information displayed on its website and shall promptly correct any errors or inaccuracies upon discovery or notification thereof. The Affiliate shall ensure that all materials posted on its website do not violate or infringe upon the rights of any third party, including, without limitation, copyrights, trademarks, privacy rights, or other personal or proprietary rights. Furthermore, the Affiliate shall ensure that all materials posted on its website are not libelous, defamatory, obscene, or otherwise illegal or offensive. The Affiliate shall indemnify and hold harmless the Affiliate Program from any and all claims, damages, or liabilities arising from the Affiliate’s failure to comply with the provisions of this section. The Affiliate shall maintain a privacy policy on its website that accurately and adequately discloses how the Affiliate collects, uses, stores, and discloses data collected from visitors. Such privacy policy shall comply with all applicable laws and regulations governing data protection and privacy. The Affiliate shall ensure that its privacy policy clearly discloses that third parties, including advertisers, may serve content and/or advertisements on the Affiliate’s website and may collect information directly from visitors, including the placement or recognition of cookies on visitors’ browsers. The Affiliate shall obtain all necessary consents from visitors for the collection and use of their data in accordance with applicable laws and regulations. The Affiliate acknowledges and agrees that the Affiliate Program may, at its sole discretion, review the content of the Affiliate’s website to ensure compliance with this Agreement. In the event that the Affiliate Program determines, in its sole discretion, that any content on the Affiliate’s website violates the terms of this Agreement or is otherwise inappropriate, the Affiliate Program may require the Affiliate to remove or modify such content immediately. Failure to comply with such requests may result in the termination of this Agreement and the Affiliate’s participation in the Program. The Affiliate shall promptly notify the Affiliate Program of any changes to its website that may materially affect the performance of the Special Links or the accuracy of the information provided in connection with the Program. The Affiliate shall cooperate fully with the Affiliate Program in addressing any concerns or issues related to the content or operation of the Affiliate’s website.
10 Compliance with Laws 10.1 Legal Compliance Affiliate Program shall, during the term of this Agreement, comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority having jurisdiction over Affiliate Program, whether such laws and regulations are now in effect or hereafter enacted during the term of this Agreement. Without limiting the generality of the foregoing, Affiliate Program shall comply with all applicable laws and regulations relating to privacy, data protection, and the collection, use, disclosure, and transmission of personal information. 10.2 Marketing Email Compliance Affiliate Program hereby covenants and agrees that, as a condition precedent to its participation in the Program, it shall comply with all applicable laws, statutes, regulations, and ordinances governing marketing email, including, without limitation, the CAN-SPAM Act of 2003, as amended, and all other anti-spam laws and regulations. Affiliate Program shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, as appropriate: (a) the pseudonymization and encryption of personal data; (b) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; (c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Affiliate Program shall maintain complete and accurate records relating to its compliance with this Section 10 for a period of not less than seven (7) years following the termination or expiration of this Agreement. Upon reasonable notice and during normal business hours, Affiliate Program shall permit Ariel Amusement Gaming, LLC or its designated representatives to inspect and audit such records to verify Affiliate Program’s compliance with this Section 10. In the event that any such audit reveals any non-compliance by Affiliate Program, Affiliate Program shall promptly take all necessary steps to remedy such non-compliance and shall bear all costs and expenses associated with such audit and remediation.
11 Term and Termination 11.1 Agreement Duration. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions herein. 11.2 Termination Rights. Notwithstanding any other provision of this Agreement, Affiliate Program shall have the right to terminate this Agreement at any time, with or without cause, by providing written notice to the other party. Such termination shall be effective immediately upon receipt of said notice. The other party shall have no right to terminate this Agreement except as expressly provided herein or with the prior written consent of Affiliate Program. 11.3 Post-Termination Obligations. Upon termination of this Agreement for any reason whatsoever: (a) The other party shall immediately cease all use of Affiliate Program’s proprietary materials, including but not limited to all links, banners, graphics, and other marketing materials provided by Affiliate Program; (b) The other party shall promptly remove all references to Affiliate Program from its website, marketing materials, and any other communications; (c) All rights granted to the other party under this Agreement shall immediately terminate; (d) The other party shall return or destroy, at Affiliate Program’s sole discretion, all Confidential Information in its possession or control; (e) Affiliate Program shall have the right to withhold any outstanding payments to the other party for a period of ninety (90) days to ensure all transactions have been properly accounted for and to offset any amounts owed by the other party to Affiliate Program; (f) The other party shall forfeit any and all rights to any unpaid commissions or fees, regardless of when such commissions or fees were earned or accrued; (g) The other party shall provide Affiliate Program with a written certification, signed by an authorized representative, attesting to its compliance with the post-termination obligations set forth herein within ten (10) business days of the termination date. Notwithstanding the termination of this Agreement, the provisions of Sections [insert relevant section numbers] shall survive and continue in full force and effect.
12 Relationship of Parties 12.1 Independent Contractors The parties hereto, Affiliate Program and , do hereby acknowledge and agree that they are independent contractors, and nothing contained in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party shall have the authority to make or accept any offers or representations on behalf of the other party. The parties further acknowledge that no fiduciary relationship is created by virtue of this Agreement. 12.2 Authority Limitations Affiliate Program shall not, under any circumstances, have the power or authority to bind or to assume or create any obligation or responsibility, express or implied, on behalf of or in ‘s name. Affiliate Program shall not represent that it has any right or power to do so. Affiliate Program shall not, without the prior written approval of , use ‘s name, logo, trademarks, or other intellectual property in any manner whatsoever, except as expressly permitted by this Agreement. Affiliate Program shall not make any statement, whether on its website or otherwise, that would reasonably contradict anything set forth in this Section 12.
13 Limitations of Liability 13.1 Indirect Damages Affiliate Program shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Service; (b) any conduct or content of any third party on the Service, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; (c) any content obtained from the Service; or (d) unauthorized access, use or alteration of your transmissions or content. 13.2 Aggregate Liability In no event shall Affiliate Program’s aggregate liability for all claims related to the Service exceed the greater of one hundred dollars ($100) or the amounts paid by you to Affiliate Program for the past twelve months of the Service. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Affiliate Program and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. In such jurisdictions, Affiliate Program’s liability is limited to the greatest extent permitted by law.
14 Disclaimers 14.1 Warranty Disclaimer AFFILIATE PROGRAM HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, PRODUCTS, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AFFILIATE PROGRAM MAKES NO REPRESENTATION OR WARRANTY THAT THE PROGRAM WILL MEET AFFILIATE’S REQUIREMENTS OR EXPECTATIONS, OR THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. AFFILIATE ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY AFFILIATE PROGRAM OR ANY OTHER PERSON ON AFFILIATE PROGRAM’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. 14.2 Operational Disclaimer AFFILIATE PROGRAM EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE AFFILIATE PROGRAM OR ANY RELATED WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND AFFILIATE PROGRAM SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. AFFILIATE PROGRAM DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PROGRAM OR ANY RELATED WEBSITE. OPERATION OF THE PROGRAM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF AFFILIATE PROGRAM’S CONTROL. AFFILIATE PROGRAM SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSES BEYOND AFFILIATE PROGRAM’S REASONABLE CONTROL.
15 Independent Investigation 15.1 Acknowledgment of Terms The Affiliate Program hereby acknowledges and agrees that it has read this Agreement and agrees to all its terms and conditions. The Affiliate Program understands that ARIEL AMUSEMENT GAMING may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with the Affiliate Program’s web site. The Affiliate Program further acknowledges that it has had the opportunity to review this Agreement in its entirety and has had the opportunity to consult with legal counsel of its choosing prior to entering into this Agreement. 15.2 Independent Evaluation The Affiliate Program hereby represents and warrants that it has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement. The Affiliate Program acknowledges that it has conducted its own due diligence investigation of the Program and the potential benefits and risks associated therewith. The Affiliate Program further acknowledges that ARIEL AMUSEMENT GAMING has not made any representations or warranties regarding the potential success or profitability of the Program, and that any projections or estimates provided by ARIEL AMUSEMENT GAMING are for illustrative purposes only and do not constitute a guarantee of future performance. The Affiliate Program hereby agrees to indemnify and hold harmless ARIEL AMUSEMENT GAMING from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Affiliate Program’s participation in the Program, including but not limited to any breach of this Agreement by the Affiliate Program or any misrepresentation made by the Affiliate Program to any third party regarding the nature of its relationship with ARIEL AMUSEMENT GAMING. The Affiliate Program acknowledges that it is solely responsible for its own success or failure in the Program and that ARIEL AMUSEMENT GAMING shall not be liable for any losses, damages, or expenses incurred by the Affiliate Program in connection with its participation in the Program. The Affiliate Program further acknowledges that it has not relied on any oral or written representations made by ARIEL AMUSEMENT GAMING or its representatives in deciding to participate in the Program, other than those expressly set forth in this Agreement.
16 Arbitration 16.1 Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules and procedures set forth herein. The parties hereby agree that arbitration shall be the sole and exclusive method for resolving any and all disputes arising under or in connection with this Agreement. 16.2 Arbitration Rules The arbitration shall be conducted in accordance with the rules then prevailing of the American Arbitration Association. The arbitration shall be held in Fulton County, Atlanta, GA, unless otherwise agreed upon by the parties in writing. The arbitration shall be conducted by a single arbitrator selected in accordance with the aforementioned rules. The arbitrator shall have the authority to grant any remedy or relief that would be available in court, including, but not limited to, injunctive relief and specific performance. The arbitrator’s award shall be in writing and shall provide a statement of the reasons upon which the award is based. The arbitrator’s decision shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction. 16.3 Jurisdiction Notwithstanding the foregoing, Affiliate Program shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Affiliate Program’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. In the event that Affiliate Program seeks such injunctive or equitable relief, the parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Fulton County, Atlanta, GA, and waive any objection to such jurisdiction and venue. The parties agree that the arbitration proceedings and any information, documents, or materials related thereto shall be kept strictly confidential. Neither party shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the other party, except as may be required by law or for the purposes of enforcing the arbitrator’s award. Each party shall bear its own costs and expenses (including attorney’s fees) in connection with the arbitration, and the parties shall equally share the fees and expenses of the arbitrator, unless the arbitrator determines that one party shall bear a greater proportion of such fees and expenses due to the frivolous or unreasonable position taken by the other party. The parties acknowledge that by agreeing to arbitration, they are waiving any right to a jury trial with respect to any claims or disputes covered by this arbitration provision. This arbitration provision shall survive the termination or expiration of this Agreement and shall remain in full force and effect notwithstanding any termination or expiration of this Agreement.
17 Miscellaneous 17.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of Fulton County Atlanta, GA, without regard to its conflict of law provisions. The parties hereby submit to the exclusive jurisdiction of the courts of Fulton County Atlanta, GA for any disputes arising out of or relating to this Agreement. 17.2 Assignment Affiliate Program shall have the right to assign this Agreement, in whole or in part, at any time without notice. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors, executors, administrators, heirs, and permitted assigns, as the case may be. 17.3 Waiver The failure of Affiliate Program to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Affiliate Program. 17.4 Entire Agreement This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in any other document shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be void.