Game Link International Limited WEB MASTERS (SM) LICENSE AGREEMENT
1. By clicking on "I ACCEPT" below you acknowledge that you HAVE READ AND AGREE TO THIS ENTIRE AGREEMENT AND are entering into and are bound by its terms, conditions and other provisions. You also agree that further transactions relating to this Agreement may be conducted by electronic means. GameLink reserves the right to change the terms of this Agreement at any time without notice. You must check periodically with www.gamelink.com to see whether there are any changes. You will be bound by the then current version of this agreement.
a. THIS AGREEMENT shall be governed by and construed in accordance with the laws of Nassau Bahamas and the venue (place) for any actions arising from this agreement shall be in Courts located in Nassau Bahamas irrespective of jurisdiction and choice of law rules
2. YOU MUST BE 18 YEARS OF AGE or older and it must be legal for you to view, sell and display adult material where you live, to agree to this License.
3. This is a License agreement. You have no rights to own, but to display and use supplied link(s) and visuals for the duration of the term of this agreement. You may not make any copies of any links, visuals, displays, videos or any other products sold to or for you through or by Company. You may not use any streamed, VOD or download videos or services, or any videos sold as goods to make any derivative works, copies or further transmissions. You agree that any such use is illegal and you agree to hold GameLink harmless, and to indemnify GameLink and pay any and all attorney fees from any third party claims of infringement for your activities.
4. "Web site" means all Web Sites, Web Pages and domain names associated with you and/or Company and the products or services represented on such web site, the data for which are stored on one or more Internet server computers.
5. "Site" shall include the home page and all linked "pages", virtual "stores", graphics, images, photographs, text, and links trademarks and copyrightable matter and programs associated therewith, whether or not registered, and the existing and any past and future versions, iterations or modes thereof.
6. "Your Users and/or subscribers" shall mean users accessing the Company Website from the your Website by URL link or by an unique URL links located in your Website.
a. "Licensee Purchasers" shall mean users either accessing the Company Website from the Licensee Website, using a Licensee member code for purchases on the Company Website or accessing information by a script using Company data and template located in Licensee's web site.
7. "URL" means a universal resource locator, an address that provides access to web site(s) and web page(s) on the World Wide Web.
8. "Stores" means certain related sets of web pages on web sites that contain links to graphical representations of goods and services, text and other information that may be purchased by a user by clicking on the links embedded in the graphics and text.
9. "Confidential Information" shall mean, among other things and without limitation, all trade secrets including all formulas, data, patterns, lists, products, operations information, devices or compilations of information, names, likenesses and art and any other information that Company indicates to be confidential and you acquire, as a result of disclosure by Game Link International Limited., access to Company facilities, analysis of Game Link International Limited's products or enhancements, or otherwise in connection with this Agreement.
10. Your License is with Game Link International Limited., a Delaware L.L.C. doing business as GameLink, GameLink Partners, GameLink.com and other designations and trademarks ("Company").
11. As the Licensee, you hereby indicate your desire to engage in cooperative marketing efforts, and that the purpose of this Agreement is your promotion of and driving Internet users and traffic to the Company Website known as www.gamelink.com and others as designated by the Company in its sole discretion.
a. There are two ways to become a GameLink Affiliate: Interface or Skins.
b. Interface uses your current web site to link to products and stores in GameLink.
c. With Skins, GameLink creates for you a complete web site with your trademark and/or logo(s) and preset colors of your choice, which displays all the goods and services of GameLink. All these agreement terms apply to both.
12. Interface to Company's Website: When you click "I Agree" below, Company may in its sole discretion, grant to you a nonexclusive license to establish links to interface to Company's Website as follows:
a. You will be entitled to use unique URLs in your formats from the selection of "stores", goods and services contained in Company's Site. YOU MUST USE THE UNIQUE URLS SUPPLIED BY COMPANY without any modification to them whatsoever or you will not be paid your Affiliate Fees for your traffic to GameLink; these are the only way Company has to identify when customers buy from your site.
b. You may place the unique URL provided to you only on your web site showing, performing and displaying the chosen goods, services and "stores."
c. You may not use the Company's trademarks on your web site except as may be approved in writing by Company and under Company's usage guidelines. You may chose from the various banners you may select. You may not design your own GIFs, other graphics, banner(s) button(s) or other elements and links to look like or use any Company logo without prior written approval. You will be able to use our tools to customize a shopping center for your web site choose which videos, DVD's, CD-ROM's, and other products, services and accessories you want to sell.
d. You will be able to organize your offerings by product category or by other categories. GameLink will process and ship all orders.
e. AGE AND LOCATION VERIFICATIONS: Your link or button must be located on your web site so that, before a user may enter any GameLink links, they must click an age-18 and location verification, requiring the user (shopper) to agree as follows:
By Agreeing to this Agreement you are agreeing and acknowledging that: "This site is for adult shoppers only! You must be 18 years old to enter this site and it must be legal for you to view adult material where you live. In choosing to enter this site by clicking 'I Agree' below you are agreeing that you will not permit any person(s) under 18 years of age to see, view or have any access to all the materials contained within this site or sold through it. You agree that you do not find images of nude adults or sexual material to be offensive or objectionable and you assume all risk regarding the standards, taxes and laws for these materials in your location. All featured models are at least 18 years of age."
f. You acknowledge that it may be a criminal and civil violation of various laws to allow minors to access adult content, and that you will comply with this necessity.
g. You warrant that your URL and your website technology do not infringe on any trademark or other intellectual property or URL and that you have full rights to use your URL(s) and intellectual property .
h. You may not attempt to duplicate the look, feel, coloration URLs, use, methods or displays of text, photos or graphics from the Company site by any method, and any attempt to do so is a material breach of this Agreement.
13. Payment to Licensee.
a. Company will pay Licensee an amount equal to twenty percent (20% for monthly gross sales of $0-999), or twenty five percent (25% for monthly gross sales of $1000 and up) of all Transaction Revenues paid to Company by Licensee-accessed Purchasers.
b. For the purpose of this Agreement, "Transaction Revenue" shall mean all of the gross revenue billed by or on behalf of Company from all sales of merchandise or services, excluding sales taxes and shipping and handling charges, and reduced by amounts of refunds, credit card charge-backs, or credits given for returned merchandise;
c. Sales Reports and Payments. Company will provide Licensee with a password to allow Licensee to obtain, on a Year to Date basis, their use report information from a protected Web page, updated weekly, summarizing Transaction Revenues from Licensee Purchasers. Licensee is responsible for the security of the password and must not share it with any unauthorized person or entity.
d. Within twenty days after the end of each month, Company will provide payment to Licensee of the amount due in respect of sales for that month.
e. The Web page will set forth in detail the number and type of sales of merchandise and services and the sales price.
14. COPYRIGHT, RIGHTS of PUBLICITY: None of the images, text, graphics, sounds, data or links that appear on or in connection with Company's web site(s) obtained for whatever reason by access provided through this Agreement may be copied to any of your computers, RAM or storage media of any kind, except as allowed under this Agreement.
a. You may not create derivative works from anything in the GameLink system or any of its websites or the sites of any other GameLink affiliate and you may not display or distribute copies of any elements of , publish, use it in a performance, modify it in any manner except size.
b. Neither GameLink nor our photo providers will be responsible or liable to you for any direct, incidental, consequential, indirect, or punitive damages that results from your access to or use of Company or your own graphical intellectual property and text elements on your site in an unauthorized manner.
15. LIMITATIONS on affiliate site:
a. You agree you have examined Company's Website, that links to Company's Website and its products and ordering system and information are approved for, and appropriate for the context, look, feel, users, members and layout of, your Website, that you are over 18 years old and free to enter into this agreement. It is not illegal in your location to enter into and perform this Agreement. You agree that all contents of Company's Website are the property of Company.
b. NO STICKY Pages: You agree not to disable any browser, "back button," or other buttons, software or features that might hinder easy use of Company's web site. You agree not to display any Casinos, gambling, or illegal, pop up or "sticky" web pages that operate in the same clicks as your users make to access our products or the ability to enter or leave Company's website difficult for your users and not to use any "sticky" web pages and advertisements. Without a written amendment to this agreement, you may not use any frame in juxtaposition with a licensed use under this agreement or by any other means, display the content of the Company Web Site in conjunction with the your or any other's Website by any means now known or hereafter invented.
16. CONDITIONS OF LICENSE; YOUR DUTIES.
a. As a condition to this license, you agree to use your best efforts to promote web site, to drive traffic to and encourage its users and/or subscribers to click on and access, view and use website. You may NOT use the name, voice, likeness and biographical material, images, trademarks of any persons, characters, text or objects appearing in the website without the prior written consent of Company for any purpose including, but not limited to, in a manner which suggests their association with or endorsement of any product, service, opinion or cause.
b. If you make any unauthorized modifications, at Company's sole discretion, Company may terminate this Agreement forthwith.
c. All supplied banners and graphical buttons must work so that a User's web browser will generate a Company Website page as the result of using a mouse to click on a link.
d. Any taxes that might be imposed in the future on any conduct, condition, fulfillment or promise made or contemplated herein shall be borne by the party who is liable to pay them under the applicable laws.
17. Representations and Warranties. The parties hereto represent and warrant that:
a. You own the content of your site(s), there are no other contracts or restrictions that might prevent you from entering into this agreement, and nothing in your site infringes upon or violates any copyright, patent, trademark or other proprietary right of any third party or any applicable law, regulation or other third party right and does not include information or content which is libelous, obscene or defamatory.
b. You agree for breach of any warranties contained in this Agreement, at your own expense to, defend, indemnify, including all attorney fees and costs, and hold harmless Company, its agents, affiliates, successors, and assigns with respect to any claim or action brought against Company or you, its or your agents, Affiliates, successors, and assigns arising out of or in connection with the operation, condition, or content of your Web page(s), website, or other Internet graphical or non-graphical interface; any use of Internet and other facilities conducted or permitted by you; the conduct of any business, advertising, marketing, or sales in connection therewith; and any negligent or illegal act or omission of you or any of your agents, contractors, servants, employees, or other users or accesses.
c. You agree to notify Company of any claim, within five (5) calendar days of your receipt thereof and you shall provide reasonable assistance in connection with the defense and/or settlement thereof, and shall permit Company to control the defense and/or settlement thereof.
18. COMPANY SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. COMPANY SHALL NOT BE LIABLE FOR AND DOES NOT WARRANT THAT ANY LINKS OR BUTTONS USED ON YOUR WEB SITE WILL NOT DAMAGE YOUR SITE, BE ERROR FREE OR AS TO ANY RESULT YOU OR YOUR USERS OR SUBSCRIBERS MAY EXPERIENCE AS A RESULT OF USING COMPANY'S LINKS OR SKINS. ALL SERVICES ARE DELIVERED WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
19. For Video Streaming Services, Company makes no warranty that any Servers it employs will show Productions or operate in conformance with any popular or brand of media player for broadband users, that visual images will show in normal timing, that visuals and sound will remain synchronized, nor that productions be will be accessible by users of the Internet twenty-four (24) hours per day, seven (7) days per week, as this is the responsibility of a third party Internet Hosting Service.
20. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site, the technical operation of your site and all related equipment. Company disclaims all liability for these matters.
21. Term and Termination. This Agreement will begin effective upon the date you click "I Accept" and continue in effect until terminated by either party.
a. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
22. For "Skins" Affiliates:
a. You will be given choices of color schemes and places to have your trademark and logo inserted. This will essentially be a copy of the GameLink web site with your colors and logos so that it will look and feel like your company's site.
b. You agree to license to GameLink all rights needed to place your logo and trademark and to use your trade dress colors chosen on the Skins site.
c. You may not alter the site and will not have any access to its design, databases or materials, photos, text or other aspects.
d. Orders placed from your Skins site will receive a unique database designator so that your payments will be able to be calculated. If you alter the URLs supplied you may lose revenues and GameLink will not be responsible for revenues lost due to such data errors.
23. General Provisions.
a. This Agreement may not be assigned without the express written permission of Company. However, if any assignment is attempted, this agreement shall be binding on the representatives, assigns, and successors of the parties and shall inure to the benefit of their assigns and successors.
b. Nothing in this Agreement or the relationship among the parties is intended or shall be construed to constitute a joint venture, corporation, division, subsidiary, franchise or partnership among the parties or any of them or appoint or constitute any party or parties as the agent or representative of any other party or parties to this Agreement.
c. The parties further agree that if any portion of this Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.
d. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees.
e. This Agreement contains the entire and final agreement between the parties pertaining to the subject matter and supersedes all prior and contemporaneous oral and written agreements, understandings, terms, conditions, representations, commitments, and practices between the parties.
f. No supplement, modification, waiver or amendment of this Agreement by you, the licensee, shall be binding on Company unless executed in writing by all parties and in no event shall any of the terms of this Agreement be amended, modified or waived by you, except in a written agreement writing signed by the parties.
g. The Company may change the terms and conditions of this Agreement from time to time without notice and you agree to be bound be those changes
. h. NOTICE: GameLink.com has a very strict no spam policy. We do not tolerate spam of any sort whatsoever. Spamming will result in the immediate termination of your account and you will not be paid so DO NOT SPAM! Any mass e-mailings must conform to our opt in email policies and must be pre approved in writing by our staff.
GameLink is a trade mark of Game Link International Limited. We do not allow the use of our trademark as keywords in advertising by our affiliates, or any similar URLs. Bidding on these keywords, will be considered a material breach, which will result in the immediate termination of your account and you will not be paid.
GameLink will not approve affiliate applications for websites that contain any of the following types of content:
* Rape, simulated rape and connected with other violent crimes
* Sex acts while bound
* Incest or suggested incest
* Ch*ld Porn (meaning actual or simulated and actors are under 18 years old with valid ID proof of age)
* Bukkake (A sex act, originating in Japan, involving a large group of men taking turns ejaculating on a woman's face.)
* Needle play
* Fisting (meaning no more than 4 fingers inserted)
* Foreign insertions (meaning anything that was not specifically made for use
in sex play)
If we find your website contains any of the above content this will be considered a material breach, we will immediately terminate your account, and you will not be paid.
The GameLink Affiliate Agreement can be modified at any time without notice.
Do not link to any content in the affiliate store from other sites whose terms of service prohibit links to adult content, example Facebook and Myspace. If you are found linking from sites who prohibit links to adult content your affiliate account and store will be deleted.
25. NOTE: YOU ACCEPT THIS AGREEMENT BY CHECKING "I ACCEPT". IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS LICENSE, CHECK "DO NOT ACCEPT" AND YOU MAY NOT USE ANY LINKS AND NONE OF THE LICENSED PROPERTY.