Creator Program Agreement
PLEASE READ THE ENTIRE AGREEMENT.
LAST UPDATED: 2/15/2023
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND KING GAMING LABS, INC. (“STARFORGE”)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Starforge’s Affiliate Program. Please note that throughout this Agreement, "we," "us," and "our" refer to Starforge, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application using the third-party provider Impact Tech Inc, d/b/a Impact.com (“Impact”). We do not auto-approve applications, and we reserve the right to re-evaluate your application or participation in the Starforge Affiliate Program at any time. We may reject your application at our sole discretion. We may cancel your application or participation in the Starforge Affiliate Program for any reason. We may cancel your application or participation in the Starforge Affiliate Program for cause if we determine that your branding, audiovisual content and materials, social media channels, website, or similar works (collectively, your ”Content”) is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or another protected class or group of individuals.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Includes "Starforge" or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. Engages in paid advertising.
2.2. If you maintain a website as part of your Content, you may not create or design your website (or any other website that you operate) explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Starforge or any other affiliated business.
2.3. Starforge reserves the right, at any time, to review your use and placement of any materials we provide to you for use in your Content, and to require that you change such placement or use to comply with the Content guidelines that Starforge may provide to you (as amended, from time to time, in our sole and absolute discretion).
2.4. It is entirely your responsibility to ensure that your Content adheres to all applicable laws, rules, and regulations (including applicable intellectual property laws) relating to your content. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
2.5 You agree to:
2.5.1 Identify yourself as a Starforge Affiliate using Starforge-provided assets and custom discount link on your Content distribution platforms.
2.5.2 Designate Starforge as your exclusive marketing affiliate with regard to the following product categories: personal gaming computers.
2.5.3 Grant use of your likeness in Starforge advertisements, with commercially notice from Starforge (as determined by Starforge), as further described in Section 3.2 herein.
2.5.4 Prominently place a Starforge product or logo in all Content, wherever commercially reasonable.
3. Starforge Rights and Obligations
3.1. We have the right to review your Content at any time to determine your compliance with this Agreement. We may notify you of any changes to your Content that we feel should be made to adhere to our Content guidelines. If you do not make such changes, we reserve the right to terminate your participation in the Starforge Affiliate Program.
3.2 Except to the limited extent the same contain Starforge intellectual property or materials, you shall retain ownership of all Content (each as defined herein). You hereby grant to Starforge and its affiliates a limited, non-exclusive, transferable, royalty-free, fully paid-up, and worldwide right and license to use, reproduce, distribute and display the Content (including the Property, as defined herein) in digital media in connection with the exhibition, marketing, and promotion of Starforge products. You hereby grant to Starforge and its affiliates a non-exclusive, non-transferable, royalty-free, fully paid-up, and worldwide right and license to use your trademarks, name, initials, character, image, likeness and Content (collectively, the "Property") in connection with Starforge's marketing of the Starforge products solely on Starforge owned and operated social media platforms during the Term and for a period of two (2) years thereafter. The above license grant and publicity release includes all moral rights, rights of publicity and other rights included in or associated with the Property and Content. All rights not granted to Starforge hereunder are reserved by you. The rights and licenses granted in this section shall not include the right for Starforge to re-cut, edit, or modify the Property or the Content (to the extent it includes the Property) except for non-substantive modifications necessary to create highlights or cut downs.
3.2. Starforge reserves the right to terminate this Agreement and your participation in the Starforge Affiliate Program immediately and without notice to you should you commit fraud or abuse in your participation of the Starforge Affiliate Program. If such fraud or abuse is detected, Starforge shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless your participation in the Affiliate Program is terminated hereunder (the “Term”).
3.4 Starforge agrees to:
3.4.1 Designate you as an official Affiliate of Starforge.
3.4.2 Provide you with a custom commission link to Starforge’s website.
Starforge may terminate this Agreement at any time, with or without cause, by giving you written notice. Neither party shall be liable for any damages arising out of termination of expiration of this Agreement, provided that such termination or expiration will not affect any of Starforge’s right to recover damages sustained by reason of material breach. Upon expiry or termination of the Agreement, you and Starforge each shall refrain from making any form of public representation (whether express or implied) that you remain in association with Starforge, or disparaging (whether expressly or implicitly) the Starforge brand or any of Starforge’s products.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Starforge's Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in Starforge's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6.1 Starforge uses a third party, Impact, to handle all of tracking of affiliate link data and payment of earned commissions. Kindly review Impact’s payment terms and conditions as provided.
6.2 Starforge will remit to you a five percent (5%) monthly commission payment based on finalized link usages resulting in sale of Starforge products generated using your Starforge Affiliate link. This commission shall not include payment for link usages that result in returns, and transactions that result in an exchange shall only count a maximum of one time. Payment shall be made at least quarterly, with commissions accruing only after the initial sixty (60) day return and exchange period has passed or as soon as practicable, in Starforge’s sole discretion.
6.3 Starforge reserves the right, in Starforge’s sole discretion, to increase or decrease commissions for specific products, with written notice to you. Further, you will not be entitled to any commission for any licensed products unless Starforge otherwise informs you in writing.
7. Promotion Restrictions
7.1. You are free to promote your own content, but acknowledge and agree that any promotion that mentions Starforge could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Starforge. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Starforge so long as the recipient is already a customer or subscriber of your Content or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups and suchlike servers to promote Starforge so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your Content as independent from Starforge. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Starforge Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.2. Affiliates that engage in keyword bidding, such as pay-per-click campaigns, on keywords such as Starforge, www.StarforgeSystems.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Starforge’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such pay-per-click bidding behavior.
7.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “shopping assistance applications,” “toolbar installations and/or add-ons,” “shopping wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Starforge’s site (i.e., no page from our site or any Starforge’s content or branding is visible on the end-user’s screen). As used herein, “Parasiteware” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Starforge site in IFrames, hidden links and automatic pop ups that open Starforge’s site; (d) targets text on web sites, other than those web sites one-hundred percent owned by the application owner, for the purpose of contextual marketing; and/or (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites one-hundred percent owned by the owner of the application.
8. Grant of Licenses
8.1. We grant to you a non-exclusive, non-transferable, revocable right to, solely in connection with promotion and marketing of Starforge as identified herein, use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Starforge's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Starforge and the good will associated therewith will inure to the sole benefit of Starforge.
8.2. You agree not to use our Licensed Materials or your provided affiliate link in any manner that is disparaging, misleading, obscene or that otherwise portrays Starforge in a negative light. We reserves all of our respective rights in the Licensed Materials covered by this license. Other than the licenses granted in this Agreement, each party retains all right, title, and interest to its respective rights and no other right, title, or interest is transferred to the other.
9. Disclaimer and Limitation of Liability
MANY CENTURIES AGO, OLD MEN IN POWDERED WIGS AND BLACK ROBES DECIDED IT WOULD BE COOL TO TYPE IN ALL CAPS FOR IMPORTANT SECTIONS OF DOCUMENTS SUCH AS WARRANTY SECTIONS SO IT’S “CONSPICUOUS,” EVEN THOUGH ALL SECTIONS ARE IMPORTANT OR ELSE WE WOULDN’T INCLUDE THEM IN THIS AGREEMENT. ANYWAY, WE DECIDED TO FOLLOW THE TRADITION AND TYPE LIKE WE’RE YELLING AT YOU, BUT WE’RE NOT ACTUALLY YELLING AT YOU. PLEASE DON’T TAKE THIS THE WRONG WAY.
STARFORGE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING STARFORGE SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL STARFORGE'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
10. Representations and Warranties
You represent and warrant that:
10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
You hereby agree to indemnify and hold harmless Starforge, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by us to you at any time and which is identified as confidential will remain our sole property, and you will keep in confidence and not use or disclose our proprietary information without our express written permission.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Starforge. 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 any other of your site or otherwise, that reasonably would contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the conflicts of laws and principles thereof. Any dispute arising hereunder shall arise in the courts found in Travis County, Texas.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.