Webspace games - game development

Terms and conditions

We are sorry that this is a long story but we have to make sure that you will not have any rights exept from those which are reasonable.

IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROMOTE THE SITE.

1. Definitions

Webspacegames: Webspacegames Ltd.

Affiliate: A person or entity that has received an email confirmation from Webspacegames, as determined by Webspacegames at its sole discretion, that its website is included in the Program, and such website is linked to the Site in accordance with the terms of this Agreement.

Affiliate ID: The identification code assigned to each Affiliate is when such Affiliate is confirmed by Webspacegames as a participant in the Program.

Affiliate Fee: The amount due and payable to Affiliate, based solely and exclusively on Webspacegames's system's data and calculations, in accordance with the payment plan as described at the www.webspacegames.com website or published by Webspacegames.

Affiliate Section: The area of the Site that is accessible to Affiliate where Affiliate may check stats.

Banners and Text Links: Any means of graphics, pictures, animation, artwork or text that an Affiliate uses to hyperlink Players from Affiliates website to the Site.

Fraud Traffic: Any deposits, Gross Revenue or traffic generated at the Site through illegal means or in bad faith to defraud Webspacegames, regardless of whether or not it actually causes harm to Webspacegames. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Players, and any other unauthorized use of any third party accounts, copyrights or trademarks

Program: Webspacegames Affiliate Program.

Game: The game or multiple games created or owned by Webspacegames which Webspacegames promotes using this affiliate agreement.

Site: Webspacegames website or websites hosting the game, including al servers used by Webspacegames to provide data to the game or accept data from the game.

Spam or Unsolicited Promotions: Any emails or any other messages that are circulated by you, directly or indirectly, including messages that are posted on newsgroups, chatboards and other types of Online forums and which: 1), are directed at people who have not consented to receiving promotional messages from you; 2) contain false or misleading statements; 3), do not truthfully identify the source or the originating IP Address; or 3), do not provide the recipient with an option to easily "Remove" them from receiving future mailings or promotions.

Tracking URL: A unique hyperlink to the Site enabling Affiliates to refer potential Players to the Site and identify the Affiliate the has referred this specific Player as entitled to the Affiliate Fees.

Trademarks: All trademarks, service marks and logos displayed on the Site or in the game.

2. Affiliate Program

2.1 You don't have to be an Affiliate or have a contract with Webspacegames to promote the Site or Game. You are free to show the Game on your Website as long as you use the methods described at the Site and allow the game to have free access to the site. Webspacegames will never have to pay anything to a person or entity promoting the Site or Game without an affiliate agreement and this person or entity will never have any rights regarding the Webspacegames, the Game or the Site. Webspacegames may withdraw this right to promote the site without your agreement at any time in which case you will have to remove the game, links and references from your website.

2.2 Affiliate shall be paid on a monthly basis the amounts to which Affiliate shall be entitled in accordance with the Affiliate fee. Payments will be issued on the 15th of each month, for the preceding month. For example: Affiliates August balance will be paid on the 15th of September.

2.3 Webspacegames shall do its best efforts to inform each applying affiliate whether the Webspacegames approves such affiliates request within seven (7) days of your application to join the Affiliate Program.

2.4 All costs of Affiliate shall be borne solely by Affiliate and Webspacegames shall under no circumstances participate in such costs.

2.5 By this Agreement, we grant you the non-exclusive right to direct customers to the Site, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we intend to contract with and obtain the assistance of other Affiliated to perform services of the same or similar nature as yours. You shall have no claims to fees for Players not referred by you.

3. Tracking; Payment

3.1 Webspacegames tracks Player activity based on his session cookie and url. Each time the Player pays to play a game or participate in a championship the provision is assigned to the Affiliate who revered the player to the website for the time that the Webspacegames is able to track that the user was revered by this Affiliate.

3.2 Time of Payment. Affiliate Fees will be payable within fifteen (15) days after the end of each calendar month, except that, Webspacegames will not pay to an Affiliate an amount lower than €50, and in the event such Affiliate balance at the end of a calendar month is below €50 such balance shall be carried over and added to the next month's Affiliate Fees. In the event, the balance amount carried over does not total €50 within 12 consecutive calendar quarters, then the amount due will be payed to the Affiliate, and Webspacegames may terminate this Agreement.

3.3 Holdover for Fraud Traffic. In the event of any activity deemed suspicious by Webspacegames, in your Account or in multiple Accounts, Webspacegames may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days to verify the relevant transactions and in the event Webspacegames determines the activity to constitute Fraud Traffic, Webspacegames shall recalculate or withhold your Affiliate Fees accordingly and in its sole discretion.

3.4 Method of Payment. All payments will be due and payable in European Euros only. Payment will be made by check, wire or any other method chosen by Webspacegames. Charges for wires or courier charges for checks will be covered by Affiliate and deducted from the Affiliate Fee.

3.5 Player Tracking. Affiliate represents that it is aware and agrees that Players must link through a Tracking URL when playing in order for Affiliates to receive Affiliate Fees. In no event, shall Webspacegames be liable and Affiliate specifically waives any claim or demand for failure of Affiliate or any Player to use the right Trackers.

3.6 Disputes. Deposit of payment check, acceptance of payment transfer or acceptance of other payment by Affiliate will be deemed full and final settlement of Affiliate Fees due for the calendar month. Hence, if you disagree with the reports or amount payable, do NOT accept payment for such amount and immediately send Webspacegames a written notice of your dispute. Dispute notices must be received within thirty (30) days of the end of each month for which payment is made, or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard.

3.7 It is Affiliates sole responsibility to comply with any tax laws that apply to Affiliate fees, and Affiliate consents that to the extent required by applicable law and regulations, Webspacegames may provide information regarding Affiliates fees to any government agency.

4. Additional Terms of Participation in the Program

4.1 Affiliate must provide true and complete information to Webspacegames at all times including but not limited to, identity, contact information, payment instructions, nationality, residency, location and nature of marketing activities, and any other information that Webspacegames may request from time to time.

4.2 Approved Marketing Materials. Without our prior written approval, you will only use our approved banners and will not alter their appearance. The appearance and syntax of the hypertext transfer link are designed and designated by us and constitute the only authorized and permitted representation of our site (collectively the "Marketing Materials"). Affiliate will not modify the Marketing Materials without Webspacegames prior written consent.

4.3 AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.

4.4 An Affiliate and its website may not be engaged, directly or indirectly, in conduct that Webspacegames, at its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the Site or detrimental to other users of the Site, including without limitation, directly or indirectly: (a) Operation of an illegal business, site or subscription email list; (b) Engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Affiliates website or in the Affiliates subscription emails or offering any illegal good or service through the Affiliates web Site or subscription emails; (c) Operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, or link to a website that does so; (d) Engaging in indiscriminate or unsolicited commercial advertising emails; (e) Placing links to the Site in newsgroups, message boards, unsolicited email, spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources; (f) Causing or enabling any Transactions to be made that are not in good faith, including among others by means of any device, program, robot, hidden frames and redirects, and bogus traffic (in each case without derogating from other remedies Webspacegames may have in law, equity or otherwise); (f) Establishing or causing to be established, without the prior written consent of an authorized officer of Webspacegames, any promotion that provides any rewards, points or compensation for and any other activity that Webspacegames deems at its sole discretion to be of similar nature, or that allows third parties to place links to the Site; or (g) Diluting, blurring or tarnishing the value of Trademarks.

4.5 AFFILIATE MAY NOT ACTIVELY TARGET MARKETING TO ANY PERSONS WHO ARE LESS THAN 18 YEARS OF AGE, REGARDLESS OF THE AGE OF MAJORITY IN THE LOCATION WHERE AFFILIATE IS MARKETING.

5. No Competitive Marketing

It is hereby clarified that you shall not be entitled to market to potential Players (i) on any Internet site on which we promote the Site; (ii) replace existing Webspacegames links on specific sites with your own tracking URLs and (iii) in any other manner which results in your competing with us in relation to the promotion of the Site or game. In the event that you are in breach of the foregoing provisions, we reserve the right to render the Tracking URLs assigned to you inoperative and you shall have no claims against Webspacegames, its owner or their directors, officers, shareholders or employees in respect of such action taken by us.

6. Links; Trademarks and Logos; Data

Subject to the terms of this Agreement, Affiliate may display a link on Affiliates website, which website has been confirmed by Webspacegames as included in the Program, to the homepage of the Site or a page within the Affiliates website which enables the player to play the game (but no other page). Webspacegames grants to Affiliate, a nonexclusive, non-transferable, non-sublicensable license to display on such Affiliates website the trademark for the sole purpose of providing a link from such Affiliates site to the Site or a page within the Affiliates website which enables the player to play the game. Framing of any webpage of the Site or game on the Site is only permitted in the way the Webspacegames describes on the Site or by explicit approval of Webspacegames and for the duration of the agreement between Webspacegames and Affiliate. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks is limited to and arises only out of this license to use the banners.
You shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

The Trademarks are registered and unregistered trademarks of Webspacegames or others. Except as explicitly permitted in this Section, nothing in this Agreement or on the Site should be construed as granting, by implication, estoppal or otherwise, any license or right to use any Trademark.
All Players shall be considered as customers of Webspacegames only and an Affiliate may not contact a Player without receiving Webspacegames written approval for such contact. If in the Webspacegames opinion you either try to or do make contact with a Player without Webspacegames written approval, Webspacegames shall be entitled to immediately terminate this Agreement and to withhold all commissions owed to you at such time. Further, if following your receipt of Webspacegames 's written approval for your contacting or corresponding with a Player, Webspacegames deems that such contact or correspondence is against the best interests of Webspacegames, Webspacegames shall have the right both to revoke the approval previously granted and to terminate this Agreement and to withhold all commissions owing to you at such time.
Affiliate further agrees that Webspacegames will access information from or about visitors to Affiliates website, and may use such information for any purpose.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL WEBSPACEGAMES, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, WEBSPACEGAMES SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OR MALFUNCTION OF ANY SOFTWARE, HARDWARE, COMMUNICATION TECHNOLOGY OR OTHER SYSTEM.

WEBSPACEGAMES LIABILITY, AND THE LIABILITY OF WEBSPACEGAMES SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO AFFILIATE OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF REFERRAL FEES PAID BY WEBSPACEGAMES TO AFFILIATE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) €100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Affiliate.

7. NO WARRANTIES; INDEMNIFICATION

THE FOLLOWING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROGRAM, THE SITE, LINKS IN THE SITE, OR THE SITE BEING ACCESSIBLE OR FREE OF ERRORS, VIRUSES OR SECURITY THREATS.
Affiliate agrees to indemnify, defend and hold harmless Webspacegames and its subsidiaries, directors, officers, employees and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys fees and costs, arising directly or indirectly in connection with Affiliates operations or website or out of any disputes between Affiliate and any other party relating to this Agreement, the Site or to services provided by Webspacegames.

8. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATION PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

9. Miscellaneous

Webspacegames and Affiliate are independent contractors, and nothing this Agreement creates any partnership, joint venture or agency relationship between them, grants to Affiliate authority to make any representation on webspacegames behalf or make public any information regarding Webspacegames, or prohibits Webspacegames from operating websites that are similar to or compete with Affiliates website. This Agreement comprises the entire agreement between Affiliate and Webspacegames, supersedes all prior oral and written agreements pertaining to this Agreement's subject matter, and applies in addition to any other term or condition of the Site (such as Webspacegames Privacy Policy), unless expressly provided otherwise in this Agreement. Webspacegames may modify any of the terms of this Agreement (including without limitation the terms of the referral fees) at any time(s) and in its sole discretion, upon posting notice on the Site. Affiliates sole remedy if such modification is not acceptable to it, is to terminate this Agreement. Webspacegames or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party a seven day prior written notice by email (or by posting a notice on the Site by Webspacegames if Webspacegames terminates this Agreement with all of its Affiliates), except if Affiliate violated any of the terms of this Agreement, in which case termination will be effective immediately. Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Affiliates website, all links to the Site, sections 4, 5 and 6 of this Agreement shall survive such termination and the enforceability of the terms and conditions of this Agreement as they related to acts and omissions during the period before such termination shall survive such termination. This Agreement shall be governed by the laws of the United Kingdom without giving effect to its conflict of law principles. Affiliate agrees to submit to the exclusive jurisdiction and venue of the courts in Scotland for any dispute arising from or relating to this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. A party's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are used solely for convenience and may not be used in the interpretation of this Agreement. Webspacegames may assign this Agreement to any party at any time.

Last Updated: 26 Juli, 2007.

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