Affiliate Program Terms & Conditions

PLEASE READ THIS PUBLISHER AGREEMENT BEFORE SIGNING UP

Table of Contents

Enrollment in our Program
Banner and Display Ads
Advertising Restrictions
Order Processing and Refunds
Sales Tracking and Cookies
Payment
Pricing
Limited License
Responsibility for Your Site
Indemnification
Term of the Agreement
Modification
Relationship of the Parties
Tax Compliance
Disclaimers
Limitation of Liability
Independent Investigation
Miscellaneous

Enrollment in our Program:

To begin the enrollment process, you will submit a complete application. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason. Unsuitable sites include (but are not limited to) those that: Contain content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; Promote sexually explicit materials; Promote violence; Promote discrimination based on race, sex religion, nationality, disability, sexual orientation, or age; Promote illegal activities; Violate or infringe upon intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time. If we accept your application, we reserve the right to terminate this Agreement if we ever determine (in our sole discretion) that your site is unsuitable for the Program for any reason.

Banner and Display Ads:

Once we notify you that we have accepted you into the program, we will authorize you to copy the code for various Ads from a password protected site (http://www.vpgames.com) maintained by us and display the Ads on your site. We encourage you to place the Ads, which you may use only on the terms and conditions of this Agreement, as prominently as possible on the most heavily trafficked pages of your site and to follow our instructions regarding the operation and placement of the Ads. From time to time, we will offer different Ads and also may modify the Ads. All such changes and modifications will occur automatically, without any prior notice to you. You will not be required to change any code, as we change our Ads automatically.We provide Ads in all standard web sizes. You may, however, request a custom Ad size by emailing your account manager at any time.

Advertising Restrictions:

We prohibit the participation of websites that are determined unsuitable for our Program due to, but not limited to, legal and ethical reasons. Possible reasons for this might be websites:

with pornographic content
that glorify violence, contain youth endangering material or defame or discriminate a person or a group of people because of their religion, their race, their handicap or other reasons
that contain racist or sexist content
that infringe intellectual property of others
that contain variations of the vpgames.com logo or any other vpgames.com trademark
that violate national or international law

Additionally, it is not allowed to put affiliate links that would be in competition to our own vpgames.com links, such as but not limited to:

Adword placements for phrases using the term "vpgames", or similar phrases (such as "vp games", "vp gaming", "vp gamers", etc..)
Adword placements for phrases where vpgames.com links are shown on top

It is also prohibited to send bulk e-mails (spam) that contain links to vpgames.com without prior consent of the recipient.

Order Processing and Refunds:

We will process product orders placed by customers who purchase products using the Ads displayed on your site, no action is required on your part. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, returns, and handle customer service. If a customer returns or receives a refund or credit for a product that generated a commission, we will deduct that commission or portion thereof from your next monthly payment or payments.

Sales Tracking and Cookies:

We will track sales made to customers who came to our Site from the Ads displayed on your site. We will continue to track the sales made to such customers, and to pay you a commission for such sales as long as our cookies remain in the customer's computer. Sales activity as well as the related reports regarding end-user views and clicks, can be viewed by all Parties in the Merchant Center. You and we each agree to rely on, and not to challenge or dispute, the sales tracking and other information that we compile in connection with the Program, which will bind both you and us for all purposes under this agreement. You hereby agree that when and if the cookies used to track sales to customers who come to our Site through the Ads displayed on your site are deleted or erased by the Customer, or become corrupted or become unworkable for whatever reason, we cannot track sales to that customer and shall not be liable for payment of any additional commissions to you for any additional purchases made by such customer(s).

Payment:

You will earn a 11% commission on all recorded sales of products shipped to customers who came to our Site originally from the Ads you display on your site. Sales for this purpose excludes any taxes, shipping, or handling, insurance, extended warranty, or other charges that the customer may pay. We will pay all commissions a monthly basis for such sales for which we are paid within sixty days after each month end in which the sale occurs. If the commission that accrues in any month totals less than $25, we will hold the commissions and pay them to you sixty days after the end of the first month in which aggregate accrued but unpaid commissions total $25 or more. If no further payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products. As with sales tracking information we will calculate the commissions that you will receive under the Program, and our calculations will bind both you and us for all purposes under this Agreement.

Pricing:

All customers who buy products through the Program are customers of vpgames.com for all purposes. Accordingly, all our rules, policies, and operating procedures concerning customer orders, customer service, pricing, and product sales will apply to those customers. We, and our merchant partners, may change our policies and operating procedures at any time, in our sole discretion. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Limited License:

We grant you a nonexclusive, revocable right to use the Ads that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales through the Program. You may not modify the Ads that we provide to you without prior approval. We reserve all our rights rights in all Ads and all our other intellectual property rights. You agree to follow our instructions respecting the use of our trademarks, and those instructions may change from time to time. We may revoke your license at any time.

Responsibility for Your Site:

You will have sole responsibility 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. The accuracy and appropriateness of materials posted on your site ( including, among other things, all product-related materials). 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 obscene, defamatory, libelous or other wise illegal. We disclaim all liability for all matters relating to the development, operation, maintenance, and content of your site, including any problems you may encounter if you hardcode the Ads.

Indemnification:

You will indemnify, defend and hold us harmless against any and all claims, lawsuits, damages, and expenses (including, without limitation, attorneys' fees) that we may or that anyone may assert as a result of anything occurring on your site or arising from the development, operation or maintenance of your site.

Term of the Agreement:

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 and for any reason by giving the other party notice of termination, which may be via email or certified U.S. mail, return receipt requested. The date of termination shall be the date of receipt of U.S. mail. Upon the termination of this Agreement for any reason, you will immediately cease using and remove from your site all links to our commerce server, Ads, trade dress and logos and all other materials that we may have provided to you or allowed you to use in connection with the Program. You are eligible to earn only those commissions that may accrue during the term of this agreement, and commissions earned through the date of termination will remain payable only if the customer does not cancel the order, return the products purchased or receive a refund or credit. We may withhold your final payment for a reasonable time to ensure payment of the correct commission amount.

Modification:

We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion, by posting a change notice of a new agreement on our site. All such modifications will take effect at the time we specify or, if we specify no such time, immediately upon their posting on our site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our site will evidence your binding acceptance of the change.

Relationship of the 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 or our merchant partners' behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Tax Compliance:

You are required to accept your responsibilities, if any, to tax any and all relevant tax entities, and to report commissions you earn to the appropriate tax entities if necessary.

Disclaimers:

We make no express or implied warranties or representations with respect to this Program or any Products sold through the Program (including, without limitation, warranties of merchantability, fitness for a particular purpose or infringement, or any implied warranties arising from a course of performance, dealing or trade usage). in addition, we make no representation that the operation of our Site or our e-commerce server will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. specifically, we make no representation that the data needed to compute your commission will not be lost, damaged or destroyed in any way.

Limitation of Liability:

We shall not be liable for indirect, special, consequential, incidental, exemplary, or punitive damages (or any loss of revenue, profits or data) arising in connection with this agreement or the Program, whether in tort, contract or otherwise, even if we have been advised of the possibility of such damages. Further, our total liability arising with respect to the agreement and the program will not exceed the total commissions paid or payable to you under this Agreement.

Independent Investigation:

You acknowledge that you have read this Agreement in its entirety, 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. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement not set forth in this Agreement.

Miscellaneous:

This Agreement will be governed by the laws of the United States and the state of California, 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 California, and you irrevocably consent to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum. You may not assign this Agreement, by operation of law or otherwise without our prior written consent. Subject to that restriction, this Agreement will bind, inure to the benefit of and be enforceable against the parties and their respective successors and assignees. 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.

Further Information: