PLEASE CAREFULLY REVIEW THIS AFFILIATE PROGRAM AGREEMENT.
This document (the "Agreement") constitutes a binding legal contract between you (“you” or "Affiliate") and Arcade Online which is owned and operated by ArcadeXR (both Arcade Online and ArcadeXR are interchangeably referred to as "we," "us," or "our" within the context of the Agreement). The Agreement outlines the terms and conditions governing our relationship and your participation in our Affiliate Program (the "Program").
We periodically revise and update these terms. If any updates are made to this agreement, we will make our best efforts to inform you via email. Should you disagree with any changes made to the Agreement, you possess the option to terminate your participation in the Program.
Non-Exclusivity
This Agreement does not establish an exclusive relationship between the Affiliate and Arcade Online. Affiliates retain the right to endorse similar third-party products and services and collaborate with other entities concerning the creation, sale, installation, implementation, and utilization of similar services and products. Affiliates may not endorse other brands or products within the promotional materials in which they are promoting Arcade Online.
Affiliate Acceptance
By choosing to participate in the Affiliate Program, you are bound by the terms and conditions and program policies (“Terms”, “Conditions” and “Policies”) stipulated in the Agreement. These terms shall remain in effect until termination of the Agreement, as detailed herein.
Commission Processing
Commission Earning and Payout. Commissions are earned based on the specific campaign you are promoting. Please refer to the individual campaign details for commission rates.
Commissions are only paid on completed sales or actions as defined by the campaign.
You must accumulate a minimum balance of USD $100.00 before a payout can be initiated.
Payment Schedule. Commission calculations are finalized at the end of each month.
You can initiate a payout request once your balance reaches USD $100.00 or more.
Payment Processing Fees. We may charge a processing fee depending on your chosen payment method. Fees will be clearly displayed at the time you request a payout.
You are responsible for any applicable fees associated with receiving your commission payment.
Disputes and Adjustments. We reserve the right to withhold or adjust commission payments for any reason, including but not limited to:
- Fraudulent activity
- Invalid sales or actions
- Chargebacks or refunds
- Violation of our Affiliate Program Agreement
- Any disputes regarding commission calculations must be submitted within 30 days of the commission being finalized.
Tax Implications. You are responsible for any taxes associated with your affiliate earnings. We recommend consulting with a tax advisor for guidance.
Commission and Payment. To receive payment under this Agreement, you must fulfil the following prerequisites: [i] consent to the terms outlined in this Agreement; [ii] maintain a valid and up-to-date payment method.
Payment Requirements and Forfeiture. Affiliate is only eligible to receive the defined Commission amount during the defined payment period set forth in their agreement. Outstanding Commissions will be forfeited if the Agreement is breached by the Affiliate as outlined under the Term and Termination section of the Agreement or as determined by Arcade Online.
Trademarks
During the term of this Agreement, in cases where we make our trademark available for your use, you are authorized to employ our trademark provided you adhere to the stipulated usage requirements within this section. You are obligated to: [i] utilize only the images of our trademark that we provide without making any modifications; [ii] employ our trademarks solely in connection with the Affiliate Program and in accordance with this Agreement; [iii] adhere to our Brand Guidelines; and [iv] promptly discontinue usage if we instruct you to do so. It is imperative that you refrain from: [i] employing our trademark in a manner that is misleading or disparaging; or [ii] using our trademark in violation of applicable laws or in conjunction with obscene, indecent, or unlawful content.
Confidentiality
In the context of this Agreement, "Confidential Information" encompasses all confidential information shared by one party ("Disclosing Party") with the other party ("Receiving Party"), whether conveyed orally or in writing, and designated as confidential. This also includes Arcade Online customer and prospect information, regardless of whether it is specifically designated as confidential. Confidential Information does not encompass information that (i) becomes generally known to the public without violating any obligations to the Disclosing Party or (ii) was already known to the Receiving Party before being disclosed by the Disclosing Party, without violating any obligations to the Disclosing Party. The Receiving Party agrees to: (i) uphold the confidentiality of the Confidential Information of the Disclosing Party using the same level of care as with its own confidential information, but not lower than reasonable care; (ii) refrain from utilizing any Confidential Information of the Disclosing Party for any purposes beyond the scope of this Agreement; (iii) abstain from disclosing Confidential Information of the Disclosing Party to third parties; and (iv) restrict access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if legally required under any federal, state, or local law, statute, rule, regulation, subpoena, or legal process.
Terms and Termination
Term. This Agreement remains in effect as long as you are engaged in the Affiliate Program, until terminated.
Termination Without Cause. Both parties reserve the right to terminate this Agreement with fifteen (15) days written notice to the other party.
Termination due to Agreement Changes. In the event that we revise or replace the terms of this Agreement, you may terminate this Agreement by delivering written notice within five (5) days from receipt of our notice of change, provided that such notice is sent within ten (10) days of receiving our notice of modification.
Termination for Cause. We reserve the right to terminate this Agreement under the following circumstances: (i) with thirty (30) days' notice if you materially breach the Agreement and fail to rectify the breach within the specified period; (ii) with fifteen (15) days' notice if you do not remit payment for any amount owed within the designated timeframe; (iii) immediately if you initiate bankruptcy proceedings or any comparable action, or (iv) immediately if we ascertain that your actions, or past actions, may adversely impact us, our prospects, or our clientele.
Effects of Expiration/Termination. The conclusion or expiration of this Agreement: (i) without cause from us, (ii) with cause from you, or (iii) in accordance with the 'Termination due to Agreement Changes' section, shall not absolve our responsibility to remit Commission, as long as the associated payment is acknowledged by us within thirty (30) days following termination or expiration. Commission for Customer Transactions acknowledged by us beyond the aforementioned thirty (30) days shall not be payable. Notwithstanding, in the case of termination without cause by you or with cause by us, your entitlement to receive Commission ceases upon the termination date, regardless of your prior eligibility. After termination or expiration, you must promptly cease all utilization of our trademark and any reference to the Affiliate Program in your communications and materials.
Forfeit of Balance
In the event your account is terminated, any remaining balance below USD $20.00 will be forfeited. By agreeing to these terms and conditions, you acknowledge and agree to this policy.
Indemnification
You are obligated to indemnify, defend, and absolve us of any liability, at your expense, regarding any third-party claim, lawsuit, action, or proceeding (each referred to as an "Action") initiated against us (including our officers, directors, employees, agents, service providers, licensors, and affiliates) by an unrelated third party. Such indemnification pertains to any Action that arises due to: (a) your involvement in the Affiliate Program, (b) our use of prospect data provided by you, or (c) your noncompliance with or breach of this Agreement. We will: provide written notice within thirty (30) days of being informed about such a claim; grant you sole authority over the defense or settlement of the claim; and extend any reasonable information and assistance at your request to manage the claim. You are prohibited from accepting any settlement that obligates us, mandates an admission, or incurs liability not encompassed by these indemnifications without our prior written consent.
Exclusion of Indirect Damages
To the maximum extent permissible by law, neither party shall be held liable for any indirect, punitive, or consequential damages, including loss of profits or business opportunities.
General
Amendment; No Waiver. We possess the right to amend any portion or the entirety of this Agreement, including full replacement. In case of amendments or modifications, the updated Agreement will be communicated through appropriate communication channels and/or email. This updated Agreement will become effective on the subsequent business day after notification. We recommend periodic review of this Agreement. If you dissent to these changes, you may terminate in accordance with the above-discussed provisions. Any delay in exercising rights or remedies, or failure to object, shall not be construed as a waiver of such rights or remedies, nor shall any waiver on one occasion translate to a waiver on subsequent occasions.
Force Majeure. Neither party shall be held accountable for any failure or delay in performance due to: acts of war, hostility, or sabotage; acts of nature; electrical, internet, or telecommunication disruptions not attributable to the obligated party; governmental restrictions; or other events beyond the reasonable control of the obligated party. Both parties will strive to mitigate the impact of such force majeure events.
Severability. In the event that a portion of this Agreement is deemed invalid or unenforceable by applicable law, the invalid or unenforceable provision shall be superseded by a valid, enforceable provision that most closely aligns with the original intent of the provision. The remainder of this Agreement shall remain in effect.
Data Processing and Protection. The parties acknowledge that, within the framework of the Affiliate Program, each party may share or make available Personal Data to the other party. It is understood that Arcade Online will act as an independent controller for any Personal Data received from or shared with the Affiliate.
By accepting these terms, you acknowledge your understanding and acceptance of the aforementioned terms and conditions. Please reach out if you require any further clarification or have inquiries regarding any aspect of this Agreement.