GAMERLABS Affiliate Programme (GAP) Terms and Conditions
GAMERLABS LTD – GAMERLABS.COM
We are: GAMERLABS Limited, a company registered in NEW ZEALAND, number 7032881.
Our address is: GAMERLABS Limited, PO Box 91316, Victoria Street West, Auckland 1142, New Zealand
Our Website is: https://GAMERLABS.COM
You are: Any person who signs up to be an Affiliate or any person with whom we make an arrangement for payment on sales introduced by you.
These terms and conditions regulate the business relationship between you and GAMERLABS Limited. If you sign up as an Affiliate, you agree to be bound by them.
These are the agreed terms
|“Affiliate”||means a Visitor who joins our GAMERLABS Affiliate Programme on Our Website who is approved by GAMERLABS Limited.|
|“Affiliate Tools”||means any material in any medium supplied by GAMERLABS Limited for use by you in promoting the Goods or Services or linking to Our Website.|
|“Commission”||means the money paid by GAMERLABS Limited to you under the terms of this agreement.|
|“Commission Period”||means the period of time starting on the date a Visitor becomes a Tagged Visitor.|
|“Confidential Information”||means all information about GAMERLABS Limited. It includes among other things: information about our staff, their personal contact information, our businesses, methods of doing business, future plans, policies, suppliers and customers. It includes information about suppliers, agents, distributors and customers. It includes information about the Intellectual Property.|
|“Content”||means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content posted by you.|
|“Goods”||means all of the goods offered for sale by us on Our Website, whether free or charged.|
|“Intellectual Property”||means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.|
|“Member or Customer”||means a Visitor who pays us for Goods or Services.|
|“Our Website”||means any website of ours and includes all web pages controlled by us.|
|“Pay Day”||means the day each month (or next business day) by which we shall have paid Commission due to you.|
|“Post”||means place on or into Our Website any Content or material of any sort by any means.|
|“Reports”||means the reports automatically prepared on Our Website for the purpose of providing to you statistics relating to Tagged Visitors and sales.|
|“Services”||means all of the services available from Our Website, whether free or charged.|
|“Tagged Visitor”||means a Visitor who at any time is recorded by us as having reached Our Website directly by way of an Affiliate link from Your Website or Your Social Media Page or Your Email and with the intention of visiting Our Website.|
|“Visitor”||means anyone who visits Our Website.|
|“Your Email”||means any electronic newsletter, subscriber mailout or outbound email created by you, containing your Affiliate link to Our Website.|
|“Your Social Media Page”||means the page on which you place one or more links to Our Website and through which we tag Visitors from you.|
|“Your Website”||means the site on which you place one or more links to Our Website and through which we tag Visitors from you.|
In this agreement unless the context otherwise requires:
- a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
- any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
- any obligation of any person arising from this agreement may be performed by any other person at our discretion.
- in this agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
- the headings to the paragraphs to this agreement do not affect the interpretation.
- a reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
- in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated at $100 NZ dollars per hour.
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Entire agreement
- This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
- Each party acknowledges that, in entering into this agreement, they do not rely on any representation, warranty, information or document or other term not forming part of this agreement.
4. Relationship of parties
- This agreement does not create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for.
- Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.
5. Applicable values
- The Commission rate is 20% based only on the value of each sale by a Tagged Visitor, exclusive of any sales tax and shipping costs.
- The Commission period is 30 days from the time and date of the Tagged Visitor’s referral, set via tracking cookie. Should a second Affiliate refer the same customer to the website, the Affiliate who last referred the customer will be attributed the Commission period.
- Pay Day is on the 20th day of the month (or next business day).
6. Our contract
6.1 We will pay you Commission on each sale we make from a Visitor who reaches Our Website using your Affiliate referral link containing your Affiliate ID. You register as an Affiliate by completing the online form and confirmed GAP approval. By confirming your registration on that form you agree to be bound by all the terms and conditions set out in this agreement.
- This agreement covers only our Affiliate programme. When viewing or using Our Website you are bound by the same terms and conditions as any other Visitor.
- Please do not enrol as an Affiliate if Your Website or Your Social Media Page is unsuitable as we will immediately terminate the agreement.
7. Commission calculation and payment
- We will pay Commission on Pay Day for your Tagged Visitor sales up to the end of the previous calendar month.
- We will pay Commission on Pay Day. We are not responsible for delays in transmission to you.
- Commission is calculated as a percentage of the net receipts excluding shipping arising from all sales from your Tagged Visitor after payment of any relevant sales tax.
- Commission is calculated and paid in US dollars. The rate of exchange is taken at the time of the commission sale.
- No deduction from Commission is made by us in respect of currency exchange costs.
- Commission is inclusive of any tax payable by you to any authority. If we become liable at law to deduct tax before payment to you, we shall do so, paying the net amount to you.
- Commission will be paid via PayPal to the email account designated by you.
- Where your PayPal email address has not been added to your Affiliate account, your commission amount will remain unpaid.
- If the Commission amount due to you is less than $50 US dollars, the amount due will be carried forward to the following month repeatedly until the cumulative amount due exceeds $50 US dollars.
8. Tagging condition
- Commission shall not be payable in respect of a Visitor who is not tagged to an affiliate.
- Commission shall be payable by GAMERLABS Limited to you in respect of all qualifying actions by Tagged Visitors within the Commission period.
- For the purpose of this agreement a Tagged Visitor shall remain a Tagged Visitor throughout the Commission Period, subject to clause 5.2.
9. Merchant tracking and Reports
- We undertake to set up our Affiliate programme so as to:
- tag the identity of all Visitors from Your Website or Your Social Media Page or Your Email;
- record all sales made to Tagged Visitors within the Commission period;
- record the cumulative amount of Commission due to you within the Commission Period;
- record the history of payments of Commission made to you;
- access information via the Affiliates area within Our Website.
10. Changes to this agreement
- We reserve the right to change this agreement at any time and in any way. A change will take effect when we upload it onto Our Website. If you continue to send Visitors to Our Website, that will be taken as acceptance of the new terms. However, we do undertake to give you 1 months notice of any proposed change to the Commission rate.
- We reserve the right to change the offer to prospective Members or Customers at any time and without notice to you, even if this affects your earnings. These changes include among other things; pricing, operating procedures, Our Website layout and organisation.
11. Refunds, charge backs and bad payment
If a payment is later charged back by a merchant service provider or refunded to a Member or Customer or if a Member or Customer’s payment does not clear or delivery is not able to be performed, then Commission paid to you for that transaction will be repayable in full and will become a debt due by you. Future Commission may be used to pay this debt without notice to you.
12. Removal of offensive Content
- For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
- We are under no obligation to monitor or record the activity of any Visitor for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
- If you are offended by any Content, the following procedure applies:
- Your claim or complaint must be submitted to us via the “Contact us” page on Our Website, or it must be sent to GAMERLABS Limited in writing by post or email;
- after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
- we shall remove the offending Content as soon as we are reasonably able;
- we may re-instate the Content about which you have complained at our discretion.
- In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
13. Security of Our Website
If you violate Our Website, we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it;
- link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website, the Content or Affiliate Tools except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content, Affiliate Tools or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use as an Affiliate;
- share with a third party any login credentials to Our Website;
- Despite the above terms, we now grant a licence to you to create an Affiliate referral link to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon you not portraying GAMERLABS Limited or any product, Goods or Service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
14. We control Visitor data
- We shall be solely responsible for orders, membership fee, payment processing, renewal payment processing, cancellations and refund processing, and related Member or Customer services even when the link to Our Website is a co-branded page on Your Website or Your Social Media Page or Your Email.
- All personal information about Members and Customers collected by us is owned solely and exclusively by GAMERLABS Limited.
15. Publicity and Affiliate Tools
- You will not create, publish, distribute or permit any written material that makes reference to us without first having obtained our written consent.
- You agree that you will not without our prior approval in writing use any written or other means of promoting referrals to GAMERLABS Limited except the material comprising of Affiliate Tools.
- Affiliate Tools comprising of graphics or text may not be changed.
- We are under no obligation to provide marketing material or assistance to you but if we do so that shall not make us liable in any way to you or to any third party for that or any other content on Your Website or Your Social Media Page or Your Email.
- You are responsible for the correct formatting and presentation of the dynamic links to Our Website through which Commission will be recorded.
16. Duration and termination
This agreement shall continue until terminated:
- where no Visitor sales have been generated to Our Website with your Affiliate ID for a period of 3 months.
- by one week’s notice in writing by either of us to the other; or
- immediately by GAMERLABS Limited if we decide (in our sole discretion) that Your Website or Your Social Media Page or Your Email is or has become unsuitable. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal or terrorist activities, or violate intellectual property rights. If we terminate the agreement under this paragraph we do not have to give you any reason; or
- immediately by either of us if the other commits any material breach of any term of this agreement and in the case of a breach capable of being remedied is not remedied within 3 days of a written request to remedy it.
17. At and after termination
When this agreement terminates:
- All rights and licences granted to you in this agreement shall immediately terminate.
- You will not be entitled to Commission for sales after the date of termination.
- You will immediately stop using the Affiliate Tools and (where applicable) will remove them from Your Website and Your Social Media Page and Your Email.
- You will remain entitled to all Commission earned on or before the date of termination.
- If we continue to receive payments from Tagged Visitors after termination of this agreement, this will not constitute a continuation or renewal of this agreement or a waiver of termination.
- You will immediately return to us all copies of all Confidential Information in your possession and will cease to use the Intellectual Property.
- We may withhold from you the final payment of Commission for a reasonable time to ensure that the correct amount is paid.
- All claims or actions that GAMERLABS Limited has against the Affiliate shall remain intact despite te