P-Kama International Games
Affiliate Program Terms and Conditions
Last updated: February 16, 2011
Welcome to the Terms and Conditions (the "Agreement")
of the P-Kama International Ltd. Affiliate Program (the "Program").
This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the Program, and govern our
respective rights and obligations. As used in this Agreement, "we",
"us", or "our" means P-Kama International or
any of our affiliated companies, and "you" means the affiliate. The
"Rummikub Site" means the rummikub.com web site, which has its
primary home page identified by the URL www.rummikub.com. "Your Site"
means any site that you will link to the Rummikub Site (and which you identify
in your Program application).
BY APPLYING TO OUR AFFILIATE PROGRAM OR LINKING
TO THE RUMMIKUB SITE YOU AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND
IT, AND AGREE TO BE BOUND BY IT AS YOU PARTICIPATE IN THE PROGRAM
1. Enrollment and Participation in the Program
1.1 You may apply to the Program through the Rummikub
Program site located at www.rummikub.com/affiliate (the "Program Site").
Participation in the Program is limited to parties that can lawfully enter into
and form contracts under Applicable Laws (as defined in Section 5.1). Without
limiting the foregoing, you must be older than eighteen (18) to apply.
Employees and on-site contractors of P-Kama International and its affiliated
companies are not eligible to apply. You may only have one (1) Program account
for your benefit, or the benefit of any member of your immediate family or any
business associated with you or such person, at any given time.
1.2 As part of your Program application, we
will request and collect your first and last name, an email address and
physical address for you, a description of your business, Your Site, how you
plan to promote the Rummikub Site, a business name, a Uniform Resource Locator
(URL) for your business, and a business phone number. The information we
request and collect from you when you enroll in the Program, whether mandatory
or optional, is referred to in this Agreement as your "Program
Information." Any Program Information you provide us must be valid and
complete at all times. You are obligated to update your Program Information if
it changes in any manner.
1.3 We will not market or sell any of your
Program Information. Our collection, storage and use of your Program Information
will be subject to the protections and allowances contained in our Privacy Policy. Notwithstanding
the foregoing, (a) you acknowledge and grant us permission to use your first
and last name, and/or your business name, at our option in publicly describing
the Program and its participants, and (b) you acknowledge and consent that as a
participant in the Program, we may from time to time send you email updates
about the Program.
1.4 We will evaluate your Program 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 or how
you intend to use Your Site to promote the Rummikub Site is unsuitable for the
Program.
1.5 If we accept your application and Your Site
is thereafter determined in our sole discretion to be unsuitable for the
Program, we may suspend or terminate your Program account.
2. Implementation
and Use of Program Assets
2.1 Program Assets. Upon approval of
your Program application, we hereby grant you a revocable, non-exclusive,
non-transferable, worldwide, royalty-free right and license to the following
program assets available from your Program Account space or received from us during
the term of this Agreement, solely for purposes of facilitating Referrals from
Your Site to the Rummikub Site (such materials being referred to herein as the
"Program Assets"), those assets including but not limited to:
(i) banners and links to the Rummikub Site (ii) certain consumer offers to be
generated and provided by us for your use from time to time, which may include
promotional offers in our sole discretion, and (iii) subject to the
restrictions contained in this Section 2.1(iii), the proprietary trademarks,
trade names, drawings, logos and other symbols which are available for your use
on the Program Site, and which are owned by us and associated with the Rummikub
Site (collectively, the "Rummikub Marks"). You may use the Rummikub
Marks solely for the purpose of marketing, identifying and promoting the Rummikub
Site in connection with this Agreement and your participation in the Program.
All such uses by you of the Rummikub Marks will be in accordance with all Applicable
Laws (as defined in Section 5.1). Nothing in this Agreement grants you any
rights in and to the Rummikub Marks, and all goodwill generated by your use of
the Rummikub Marks shall inure to our benefit. Further, you will indemnify and
hold us harmless from any and all claims, damages, and expenses (including,
without limitation, attorneys' fees) relating to any misuse of the Rummikub Marks
by you or on your behalf.
2.2 Certain Restrictions
2.2.1 You may not purchase, register, or bid on
any keywords, search terms or other identifiers that include any of the Rummikub
Marks for use in connection with any search engine, portal, or sponsored
advertising service, or other search or referral service.
2.2.2 Apart from what is provided in connection
with the Program Assets, you may not use any of the Rummikub Marks or any Game
titles or logos to create any advertisements, banners or promotional materials.
2.2.3 You may not use any of the content
contained in the Program Assets to create goods for physical distribution,
including, without limitation, CDs, cards or any other physical media.
2.2.4 You may not alter or obstruct any of the
content contained in the Program Assets. Without limiting the foregoing, you
may not: (i) modify or alter any content that consists of a graphic image,
other than to resize it, (ii) edit any content that consists of text, other
than to shorten its length, (iii) sell, redistribute, sublicense or transfer
any content, (iv) use any content in a manner intended to send sales to any
site other than the Rummikub Site, or (v) use any content, including any name
or likeness embodied therein, in a manner that implies any endorsement or
sponsorship of, or commercial tie-in or other association with, any product,
service, political party or cause.
3. Revenue Share and
Commissions
3.1 Upon proper implementation and use of the
Program Assets, you may begin referring users to us. In order to make you eligible
for Revenue Share Commissions, a user must: (a) be registered in our database
with your Affiliate ID (as defined below) and (b) be a Qualifying Customer (as
defined below). For purposes of this Agreement, any user that is registered in
our database and meets these requirements will be deemed your "Referral"
hereunder.
3.2 You acknowledge that it is your sole
responsibility to properly implement any links to the Rummikub Site in the
format provided by us, including but not limited to ascertaining that the
affiliate id you use to refer users to us is the unique id you have been
assigned by us (“Affiliate ID”). You will not receive credit for, and
you will not earn Revenue Share with respect to, any user who is not referred
to us through properly-formatted links that enable our ability to track such
user's activity and assign them to you as your "Referral."
3.3 In order for a user to be registered in our
database with your Affiliate ID he must: (i) be referred to us by means of a
properly-formatted link to the Rummikub Site, (ii) receive Your Rummikub Tracking
Cookie upon being referred (this will not happen if another affiliate referred
this user to us before you have or if this user is already registered), the
date of which will count as the date of becoming a referral (“Referral Date”)
and (iii) Sign up to Rummikub during the session at which he was referred to
the Rummikub Site.
3.4 The following additional terms will apply
with respect to your ability to generate Referrals pursuant to this Agreement:
(a) Your Rummikub Tracking Cookie. The term "Your
Rummikub Tracking Cookie" means a Rummikub tracking cookie that is set
when a person is referred to the Rummikub Site by you via a hyperlink from Your
Site or any other marketing initiative approved in advance and in writing by us
that includes a properly-formatted affiliate tracking code in the form provided
by us.
(b) Qualifying Customers. A "Qualifying
Customer" means any user who makes a Qualifying Purchase within twelve
(12) months of receiving Your Rummikub Tracking Cookie.
We reserve the right to refuse users (or to
close their accounts) if necessary to comply with any requirements we may
periodically establish. Your revenue share commissions may not take into
account revenues generated by such users.
(c) Qualifying Purchases. A "Qualifying
Purchase" means a valid purchase of Credits on the Rummikub Site,
other than a purchase: (i) determined to be fraudulent or that is refunded,
(ii) for which the transaction payment fails to clear, (iii) by a person
incented to purchase Credits for any reason unrelated to such person's interest
in Rummikub.
4. Earning and
Payment of Revenue Share Commissions
4.1 With respect to each of your Referrals, you
will earn Revenue Share Commissions ("Revenue Share Commission"
or “Commission”) in the amount of twenty five percent (25%) of the Gross
Revenue (as defined below) generated from all Qualifying Purchases made by such
Referral during the twelve (12) month period immediately following the Referral
Date (the "Binding Period"). For purposes of this Agreement,
with respect to each Qualifying Purchase, the term "Gross Revenue"
means the actual amounts received from your Referral, minus any returns,
refunds, chargebacks and other similar adjustments which reduce the actual
amount received from your Referral. Following the expiration of the Binding
Period with respect to such Referral, you will no longer earn Revenue Share Commissions
with respect to such Referral.
4.2 Commissions which accrue on your behalf in
any calendar month are payable to you thirty (30) calendar days after the end
of such month. You must request payment from us and provide an invoice in order
to receive your Commissions. Once you have an available balance in your Program
account, you may request payment from us not more than once in any calendar
month. Commissions will be remitted to you by means of a transfer to a PayPal
account designated by you; provided, that you must have a minimum of $50.00 USD
in your Program Account to request a PayPal transfer.
4.3 You are required to provide complete and accurate payment
information each time you request a payment from us. We are not responsible for
any failure or delay in remitting payments to you if you have not provided us
with complete and accurate information.
4.4 We expressly reserve the right during the
term, and following any termination, of this Agreement to seek any and all
available legal remedies to reclaim any overpayments of Revenue Share made to
you or any Revenue Share paid to you which were generated as a result of any
fraudulent activity or violation of this Agreement on your part.
5. Legal Compliance
Standards
5.1 Compliance with Applicable Laws. As a condition to
your participation in the Program, you agree that while you are a Program
participant you will comply with all laws, ordinances, rules, regulations,
orders, licenses, permits, judgments, decisions or other requirements of any
governmental authority that has jurisdiction over you (collectively, all "Applicable
Laws"), whether those Applicable Laws are now in effect or later come
into effect during the time you are a Program participant. Without limiting the
foregoing obligation, you agree that as a condition of your participation in
the Program you will comply with all Applicable Laws (federal, state or
otherwise) that govern marketing email, including without limitation, the
CAN-SPAM Act of 2003 and all other anti-spam laws. You are solely responsible
for understanding the scope and applicability of, and complying with, all such
Applicable Laws when you send marketing emails or participate in any other
activities related to the Program. Any instance of non-compliance with such
Applicable Laws may result in suspension or termination of your Program account
in our sole discretion.
5.2 Fraudulent or Suspicious Activity. We reserve the
right to suspend or terminate your Program account in our sole discretion based
on any actual or suspected fraudulent or suspicious activity on your part, or
any activity not in keeping with our brand and customer standards or the
integrity of the Program. This may include, but is not limited to:
a)
participating in any
activity that attempts to generate illegitimate, unearned Referrals or Commissions,
including, without limitation, (i) engaging in any method of "cookie
stuffing," or (ii) adding yourself, a member of your immediate family, or
a business associated with you or such person as a Referral
b)
using any automated
scripts that attempt to mimic the activity of legitimate, human Referrals
c)
surreptitiously
gathering a user's personally identifiable information without explicit consent
d)
diverting a user to
another site not requested by such user
e)
falsely promoting Rummikub
in a manner which misleads consumers
f)
posting or otherwise
making any public communications about us, the Rummikub Site or any other
related site, or the Program which are derogatory or false
g)
keystroke logging
h)
modifying a user's
settings with respect to browser home page, Internet connections (including
default access provider), bookmarks, or security levels; or
i)
deploying software
that initiates or terminates a user's connection to the Internet, removes or
disables security settings, pop-up-blocking, or anti-virus, anti-adware, or
anti-spyware programs, or automatically reinstalls or reactivates itself or
another application after being uninstalled or removed by a user.
6. Additional
Program Policies
6.1 Responsibility for Your Site. You will be solely
responsible for the development, operation, and maintenance of Your Site and
for all materials that appear on Your Site. Without limiting the foregoing
obligation, you will be solely responsible for (i) the technical operation of
Your Site, (ii) ensuring that your display of any links to the Rummikub Site
does not violate any agreement between you and any third party (including,
without limitation, any restrictions or requirements placed on you by a third
party that hosts Your Site), and (iii) ensuring that Your Site accurately and
adequately discloses, either through a privacy policy or otherwise, how you
collect, use, store, and disclose data collected from visitors. We disclaim any
and all liability for these matters. Further, you will indemnify and hold us
harmless from any and all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, and content of Your Site.
6.2 You agree that your Web Site will not, in
any way, copy or resemble the look and feel of Our Site nor will you create the
impression that your Web Site is Our Site or any part of Our Site. You also
agree that your Web Site will not contain any content of Our Site or any
materials which are proprietary to P-Kama International or Rummikub.com, except
(i) with our prior permission, or (ii) materials obtained by you via the
Affiliate Program information Site in accordance with the provisions hereof or
the policies or instructions therein.
6.3 Program
Statistics. For purposes of operating and evaluating the Program, you
acknowledge that we may aggregate and use in our sole discretion certain
information relating to your participation in the Program, including, but not
limited to, information relating to your Referrals, Revenue Share payments, and
implementation and use of Program Assets. However, in doing so we will not use
or share any of your Program Information, other than (i) any username you
select or your anonymous affiliate ID, or (ii) as allowed pursuant to this
Agreement or our Privacy Policy.
6.4 Publicity. You may not issue
any press release or other public announcement with respect to this Agreement
or your participation in the Program. In addition, you may not in any manner
misrepresent or embellish the relationship between us and you, or express or
imply any relationship or affiliation between us and you or any other person or
entity except as expressly permitted by this Agreement (including by expressing
or implying that we support, sponsor, endorse, or contribute money to any
charity or other cause).
7. Suspension of
Accounts
7.1 General. The provisions in
this Section 7 govern the suspension of Program accounts. If we suspend your
Program account for any reason, you will be notified by us upon your next
attempt to log in to such account or via the email address you have provided.
During the tenure of any suspension, (i) you may continue to generate Referrals
and earn Revenue Share Commissions, but (ii) you are not entitled to request or
receive payments from your Program account.
7.2 Inactivity. If you have not
logged into your Program account or have not responded to our email messages or
have not requested your commissions for any consecutive six (6) month period,
your account will be deemed inactive ("Inactive") and
suspended. If your Program account is Inactive and suspended, and you attempt
to log in to your account at any time in the six (6) month period following the
suspension date (the "Pendency Period"), you may contact us at
affiliate@rummikub.com to resume activity and have your account reinstated. If
you do not attempt to log in to your Program account or respond to our emails
or request your commissions prior to the expiration of Pendency Period, your
account will be closed and any accrued Commissions remaining in your account at
such time will be unconditionally and irrevocably forfeited.
7.3 Violation of Agreement. If you violate or
breach this Agreement in any manner, we may in our sole discretion suspend your
Program account while we investigate the matter and consider the appropriate
resolution; provided, that nothing in this Section 7.3 is intended to restrict
our ability, and we expressly reserve the right, to immediately terminate your
participation in the Program and your Program account in accordance with
Section 8 upon any violation or breach of this Agreement.
7.4 Reinstatement Following Violation. If we determine in
our sole discretion to lift the suspension and reinstate your Program account,
you will be eligible to receive credit for any Referrals and Revenue Share Commissions
generated during the suspension period. Without limiting the generality of the foregoing,
if your violation or breach of this Agreement was material as determined by us
in our sole discretion, you may not receive credit for such Referrals or Revenue
Share Commissions.
7.5 Termination Following Violation. If your Program
account is suspended as a result of any violation or breach of this Agreement
and we thereafter determine in our sole discretion to terminate this Agreement
and your account, accrued Revenue Share Commissions remaining in your account
at such time will be unconditionally and irrevocably forfeited, except for amounts
that were determined in our sole discretion to be unrelated to the violation or
breach and payable to you.
8. Termination of
Accounts
8.1 Termination Rights. Either you or we
may terminate your Program account and this Agreement at any time, with or
without cause, by giving the other party written notice of termination. Without
limiting the generality and inclusiveness of these rights, we may terminate
this Agreement with you and your participation in the Program if: (a) this
Agreement is violated in any way by you, as determined by us in our sole
discretion, (b) you substantially decrease or stop promoting the Rummikub Site
and/or the Program, or substantially promote one or more affiliate program(s)
of any of our competitors more prominently than the Program, all as determined
by us in our sole discretion, or (c) your Program account is deemed Inactive as
defined in Section 7.2 above, and you have not attempted to log in to your
account or not responded to our emails or not requested your commissions prior
to the expiration of the applicable Pendency Period.
8.2 Use of Program Assets. Upon any
termination of this Agreement by you or us for any reason, you will immediately
cease use of any and all materials provided by or on behalf of us to you
pursuant to this Agreement or in connection with the Program, including,
without limitation, all Program Assets. Without limiting the foregoing, upon
termination of this Agreement, you will remove from Your Site all links to the RUMMIKUB
Site and/or any Games, and any and all uses of the RUMMIKUB Marks.
8.3 Effect of Termination. You are eligible to earn Revenue Share Commissions
on Qualifying Purchases that occur prior to the effective date of any such
termination, subject to any returns or chargebacks with respect to such
Qualifying Purchases; provided, that, if any voluntary termination on your part
is a subterfuge to conceal or avoid responsibility for any violation or breach
of this Agreement by you, you will not be entitled to receive any such amounts,
and any accrued Revenue Share Commissions remaining in your Program account
upon termination will be unconditionally and irrevocably forfeited. Subject to
the foregoing, you must request payment of any remaining balances in your
Program account within sixty (60) calendar days following the effective date of
any voluntary termination on your part. If you do not, then any accrued Revenue
Share Commissions remaining in your Program account at such time will likewise
be unconditionally and irrevocably forfeited. In addition, we may withhold your
final payment for a reasonable period of time to ensure that the correct amount
is paid and that no returns or chargebacks, or amounts which were fraudulently
generated or generated in violation of this Agreement, should be validly
deducted.
9. Program
Modification
We may modify the Program, including, without
limitation, any of the terms and conditions contained in this Agreement, at any
time and in our sole discretion, by posting a notice of the changes or a new
agreement on the Rummikub Site, notifying you in your Program account or
sending a message to your email address. In the event we elect to do so, you
may terminate this Agreement and your participation in the Program in
accordance with Section 8 of this Agreement. If any change to this Agreement is
found to be invalid, void, or for any reason unenforceable, that change is
severable and does not affect the validity or the enforceability of any other
change to this Agreement.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU,
YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION
IN THE PROGRAM AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE
CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST TERMINATE YOUR
PARTICIPATION IN THE PROGRAM.
10. Miscellaneous
Provisions
10.1 Relationship of 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 you and us. You will have no authority to make
or accept any offers or representations on our behalf. You will not make any
statement, whether on Your Site or otherwise, that reasonably would contradict
anything in this Section.
10.2 Limitation of Liability. We will not be
liable for indirect, special, or consequential damages (or any loss of revenue,
profits, or data) arising in connection with this Agreement or the Program,
even if we have been advised of the possibility of such damages. In addition,
our aggregate liability to you arising out of this Agreement and the Program
will not exceed the total Commissions paid or validly due and payable to you
under this Agreement.
10.3 No Warranties; Disclaimers. We make no express
or implied warranties or representations with respect to the Program or any
products sold through the Program (including, without limitation, warranties of
fitness, merchantability, non-infringement, or any implied warranties arising
out of a course of performance, dealing or trade usage). In addition, we make
no representation that the operation of the Rummikub Site will be uninterrupted
or error-free, and we will not be liable for the consequences of any
interruptions or errors.
10.4 Independent Evaluation. YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU
UNDERSTAND THAT WE MAY AT ANY TIME SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY
DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE
SIMILAR TO OR THAT COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED
YOUR POTENTIAL PARTICIPATION IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT.
10.5 Disputes. The laws of the British Virgin Islands, without regard to
principles of conflicts of laws, will govern this Agreement and any dispute of
any sort that might arise between you and us. The parties expressly consent to
jurisdiction in the appropriate forum in the British Virgin Islands. with
respect to any such dispute. Notwithstanding anything to the contrary in this
Agreement, we may seek injunctive or other relief in any state, federal, or
other court of competent jurisdiction for any actual or alleged infringement of
our or any other person or entity's intellectual property or proprietary
rights.
10.6 Assignment and Successors; No Waiver. You may not assign
this Agreement, by operation of law or otherwise, without our prior written
consent. Subject to that restriction, this Agreement will be binding on, inure
to the benefit of, and be enforceable against you and us, and our respective
successors and assigns. 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.