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These Affiliate Terms of Service define the relationship between Vie Partners ANTIGUA, INC. ("Vie Partners") and you, the person registering, on behalf of yourself or the organization or entity that has authorized you to register for the Affiliate program (in either case, "Affiliate") to exchange affiliate services and other valuable consideration with Vie Partners in accordance with these Terms of Service. By clicking "Agreed and Accepted" at the end of this agreement, and in creating an affiliate account, Affiliate agrees that (i) he, she, or it has read, understands, agrees, and accepts these Affiliate Terms of Service and agrees to be bound by these Terms of Service and all terms, policies and guidelines incorporated in these Terms of Service by reference (collectively, the "Agreement"); and (ii) if Affiliate is an individual, is at least eighteen (18) years old. If Affiliate does not agree to be bound by this Agreement, Affiliate must not create an affiliate account, and Affiliate must check the button indicating non-acceptance. The date of Affiliate's acceptance of these Affiliate Terms and Conditions is the " Effective Date" of the Agreement.
Vie Partners may modify the Agreement at any time by posting such modifications to the Vie Partners affiliate website and/or Affiliate's account homepage. Modifications will be effective either upon such posting, or, if Vie Partners informs Affiliate by email, when Vie Partners sends that email. Affiliate's continued use of the Vie Partners affiliate website or Vie Partners Content (defined below) posted to Affiliate's account homepage after Vie Partners has posted a revised Agreement signifies Affiliate's acceptance of such revised Agreement. No amendment or modification of this Agreement will be binding unless in writing and signed by a Vie Partners duly authorized representative or posted to the Vie Partners affiliate website or Affiliate's account homepage by a Vie Partners duly authorized representative.
Vie Partners desires for Affiliate to actively promote and solicit consumers of Vie Partners' suite of games (each an "Vie Partners Game" and collectively, the "Vie Partners Games") through Affiliate URLs in accordance with these Terms of Service.
"Competition" means a multiplayer competition managed by Vie Partners and includes the bet exchange.
"Net Revenue" means all Vie Partners fees received by Vie Partners from each Valid Referral that created its initial Vie Partners account within the preceding 12-month period, less deductions for financial transaction processing fees and taxes attributable to Competitions.
"Referral Fee" means the amount payable to Affiliate by Vie Partners based on the Commission Schedule set forth in Section 4.2 of these Terms of Service and shall equal a percentage of the Net Revenue of each Valid Referral.
"Vie Partners Content" means data, graphics, information, images, links and displays provided by Vie Partners to Affiliate in support of Affiliate's activities hereunder, including without limitation trademarks, logos, service marks and brands. Vie Partners Content may include third party content provided by Vie Partners to Affiliate.
"Vie Partners Game" means any mobile game that includes one or more Vie Partners Tournaments and includes the bet exchange. Vie Partners may change or discontinue any Vie Partners Game at any time, in its sole discretion.
"Vie Partners Tournament" means a Competition featuring a real money entry fee and includes the bet exchange. Vie Partners may change or discontinue any Vie Partners Tournament at any time, in its sole discretion.
"User" means anyone who has registered for an account with Vie Partners, downloaded any software application from Vie Partners or participated in any Competition. Users are subject to the Vie Partners User Terms of Service and may have their account suspended or closed at any time.
"Valid Referral" means a User that (i) downloads a Vie Partners Game directly through Affiliate's Vie Partners Content link on an Affiliate URL (ii) creates a new Vie Partners account and (iii) enters a Vie Partners Tournament within thirty (30) days of the account creation.
3. APPOINTMENT AND AUTHORITY OF AFFILIATE
3.1. Appointment and License. Subject to the terms and conditions of this Agreement, Vie Partners appoints Affiliate as a nonexclusive referral agent for Vie Partners Tournaments, and Affiliate hereby accepts such appointment. Affiliate's sole authority will be to publicly display Vie Partners Content on Affiliate URLs and Vie Partners hereby grants Affiliate a limited, nonexclusive, non-transferable, non-sublicensable, royalty-free license to display Vie Partners Content as necessary to perform the foregoing during the term of this Agreement. Affiliate will use Vie Partners' then-current names for Vie Partners Games and Vie Partners Tournaments (but will not represent or imply that it is Vie Partners or is a part of Vie Partners) and will not add to, delete from or modify any Vie Partners Content without Vie Partners' written approval. Affiliate acknowledges and agrees that all of its use of Vie Partners Content, including all goodwill associated therewith, shall inure to the benefit of Vie Partners and its licensors. Vie Partners, on behalf of itself and its licensors, reserves all rights in and to its technology, Vie Partners Games, Vie Partners Content, Vie Partners Tournaments, and all related intellectual property rights, and except for the express limited license granted to Affiliate in this Section 3.1, Vie Partners does not grant Affiliate any right or license in and to any of the foregoing, whether by implication, estoppel or otherwise.
3.2. Limitations and Obligations. Affiliate has no power or authority, express or implied, to make any commitment or incur any obligations on behalf of Vie Partners. Affiliate shall use reasonable and diligent efforts to actively promote and solicit consumer downloads of Vie Partners Games through Affiliate URLs on a continuing basis during the term of this Agreement, and shall comply with good business practices and all applicable laws and regulations, and shall conduct its business in a manner that will reflect favorably on the good name and reputation of Vie Partners and it products, and shall not make any representations, promises, warranties or guarantees with respect to Vie Partners products or services that are inconsistent with or supplemental to or greater than any representations and warranties published by Vie Partners. If Vie Partners, in its sole discretion, determines that Affiliate's display of Vie Partners Content on any given Affiliate URL may harm Vie Partners' or its partners' name or reputation, then Vie Partners may instruct Affiliate to remove such Vie Partners Content from such Affiliate URL, and Affiliate shall do so within 24 hours. Affiliate shall not, either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate any of Vie Partners' game or tournament developers, publishers or partners for the purpose of competing with Vie Partners, or where such solicitation, diversion or appropriation could have the effect of reducing Vie Partners' relationship with such persons or entities.
4. REFERRAL FEES
4.1. Referral Fee. During the Term, Vie Partners will pay Affiliate a Referral Fee equal to (i) Net Revenue received by Vie Partners during the applicable calendar month, multiplied by (ii) the percentage set forth in the Commission Schedule below, as determined by the aggregate total of Net Revenue received during such calendar month.
4.2. Commission Schedule. The percentage used to calculate Referral Fees payable to Affiliate on a calendar month basis shall be based upon aggregate Net Revenue received during such calendar month as follows based on United States dollars:
|0||5 000 EUR||25%|
|5 001 EUR||25 000 EUR||30%|
|25 001 EUR||+||35%|
4.3. No Self-Play. Referral Fees and Commission Schedule will not include any user accounts that Vie Partners determines in its sole discretion to have been created directly by Affiliate or otherwise created to falsely generate or enhance Net Revenue. As a member of the Program, Affiliate agrees to refrain from creating player accounts.
4.4. Tracking and Reporting. In order to calculate the Referral Fees, Vie Partners shall refer to Affiliate URLs used by Affiliate. Upon Affiliate's reasonable request, Vie Partners agrees to have good faith discussions as to any dispute with respect to its calculation of Referral Fees.
4.5. Payment Terms. Vie Partners will pay all Referral Fees on a monthly basis within thirty (30) days of the close of each calendar month ("Payment Due Date"). Vie Partners' payment of Referral Fees is subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Affiliate's sole source of compensation for rendering services pursuant to this Agreement is Referral Fees payable pursuant to this Section 4, and Affiliate has no right to receive any other compensation for services rendered hereunder or to receive reimbursement of any expenses or other costs incurred by Affiliate in connection therewith. Vie Partners will accrue and withhold referral fees until the total amount due is at least €25.00.
4.6. Taxes. Affiliate is responsible for paying all taxes, tariffs, duties or assessments arising out of the transactions contemplated under this Agreement (except for taxes imposed on Vie Partners' income).
Affiliate represents, warrants and covenants to Vie Partners as follows: (i) Affiliate's execution and performance of this Agreement does and will not violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Affiliate, or conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any contractual or legal obligation or agreement to which Affiliate is a party or by which Affiliate or any of its assets or properties is or may be bound; (ii) Affiliate has the power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with this Agreement; and (iii) Affiliate shall perform this Agreement only as specified hereunder, only for lawful purposes, conforming to all applicable laws and ethical business practices, and without knowingly violating any intellectual property, publicity, privacy, confidentiality, contractual or other right of any third party.
6. LIMITATIONS ON LIABILITY
Vie Partners WILL NOT BE LIABLE TO AFFILIATE FOR ANY LOST PROFITS, LOST DATA, COST OF SUBSTITUTE PRODUCTS OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER Vie Partners HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Vie Partners' TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED REFERRAL FEES PAYABLE TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING AFFILIATES' CAUSE OF ACTION.
Affiliate acknowledges that (i) it has no expectation and has received no assurances that any investment by Affiliate in the promotion of Vie Partners Games will be recovered, or that Affiliate will obtain any amount of profits under this Agreement; and (ii) it will not have or acquire by virtue of this Agreement any rights, proprietary or otherwise, in its promotion of Vie Partners Games, or in any goodwill created by its efforts hereunder. Affiliate acknowledges that the manner and notice of termination set forth in this Agreement is reasonable and that, upon termination, no payment or indemnity for loss of goodwill, loss of profit, investments made, or otherwise shall be due to Affiliate, except for Referral Fees payable in accordance with this Agreement.
Affiliate acknowledges that by reason of its relationship to Vie Partners hereunder, Affiliate will have access to certain information and materials concerning Vie Partners' business, plans, customers, technology, services and products that is confidential or proprietary ("Confidential Information"). Affiliate shall not use Confidential Information in any way for its own account or the account of any third party other than to fulfill its obligations under this Agreement, nor disclose Confidential Information to any third party. Affiliate shall take every reasonable precaution to protect the confidentiality of such information, and shall protect Confidential Information with at least as much care as it protects its own most highly sensitive information.
At no time during or after the term of this Agreement shall Affiliate challenge or assist others to challenge Vie Partners' trademarks or trade names or the registration thereof or rights thereto, or attempt to register any such trademarks or trade names, or any trademarks, marks or trade names confusingly similar to those of Vie Partners'.
10. TERM AND TERMINATION
10.1. Term. The term of this Agreement shall commence on the Effective Date and continue until terminated by either party as set forth in this Agreement (the "Term").
10.2. Mutual Termination Rights. Each party may terminate this Agreement immediately upon delivery of written notice to the other party provided in accordance with Section 12 hereof.
10.3. Effect of Termination. The provisions of Sections 4, 5, 6, 8, 10.3, 11 and 12 will survive the termination or expiration of this Agreement for any reason. Upon termination of this Agreement, (i) Affiliate shall return or destroy, and promptly (and in any event within two business days) cease further use of, any and all Vie Partners Content and Confidential Information of Vie Partners, and (ii) Vie Partners shall continue to pay the Referral Fee for the remaining period of such obligation unless Affiliate has breached and not cured such breach of this Agreement as of the termination date or breaches this Section 10.3. All other rights and obligations of the parties will cease upon termination of this Agreement.
Affiliate will indemnify and hold harmless Vie Partners and its affiliates, licensors, employees, directors, officers, agents and customers from and against any and all claims, damages, losses, costs, liabilities and expenses, including without limitation attorneys' fees, incurred by any of the foregoing persons or entities arising out of or relating to Affiliate's performance and/or breach of this Agreement.
12.1 For all intents and purposes of this agreement, any direct marketing initiatives undertaken by AFFILIATE or its partners, shall only be undertaken with natural persons who have provided explicit consent to receiving such marketing materials. Should any such initiatives be undertaken to natural persons who have not provided explicit consent AFFILIATE shall be fully responsible for and indemnify OPERATOR against, any and all negative actions taken as a result of such communications.
12.2 AFFILIATE and/or its partners are deemed to be the data controllers of any and all personal data they possess and contemplate using for direct marketing purposes and agree that OPERATOR have no control over said personal data and were not involved in its collection or determination of purpose for collection. OPERATOR is solely a customer of AFFILIATE utilising its marketing services.
12.3 AFFILIATE and/or its partners shall maintain complete records of all direct marketing initiatives together with evidence of explicit consent provided by the natural persons for a minimum period of 2 years after the communication has taken place.
12.4 OPERATOR may suggest direct marketing initiatives however AFFILIATE must ensure that any such suggested initiatives comply with their Data Protection requirements and do not in any way break any national laws of persons receiving such direct marketing initiatives.
12.5 AFFILIATE shall not use direct marketing services unless the content and type of initiative is communicated to and approved by OPERATOR.
12.6 Direct marketing means email, telephone or sms communication sent to a specific natural person/s for the purposes of promoting OPERATOR brand and website.
The relationship of the parties is that of independent contractors, and nothing contained in this Agreement will be construed to give the other party the power to direct or control the day-to-day activities of the other party or its employees. No amendment or modification hereof will be valid or binding unless made in writing and signed by the duly authorized representatives of both parties. If any provision or provisions of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. This Agreement will be governed by the laws of the State of Nevada, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in Las Vegas, Nevada. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. The Agreement and all rights and obligations hereunder are not assignable or transferable by Affiliate and any attempt to do so shall be void. Affiliate acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement constitutes the entire agreement and understanding of the parties and terminates and supersedes any and all prior agreements, arrangements and understandings, both oral and written, express or implied, between the parties hereto concerning the subject matter of this Agreement. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by prepaid first class mail (certified or registered), or email if permitted below. Notices to Vie Partners shall be sent to Vie Partners Antigua Inc., Commercial Centre, Jolly Harbour, St. Mary's, Antigua and Barbuda, and notices to Affiliate shall be sent to the name and physical address provided on the account page of Affiliate's profile or to the email address provided on the Affiliate's account page.
A limited liability company incorporated under the laws of Curacao and established in Curacao, under Registry number 145465, November 27th 2017 : Vie Esports Services B.V. address: Kaya Richard J.Beaujon Z/N Curacao