Issued: 20 December 2019
These Terms and Conditions (“Terms”) are provided by Gambit Technologies Inc., (the “Company”) the owner of the Stackable – Ultimate Gutenberg Blocks (“Stackable”) plugin and all assets and properties related thereto, including the Stackable website (“Website”). These Terms shall govern the Stackable affiliate program (“Affiliate Program”) and are binding on you, as a person applying as a participant (“Applicant”) or a person who has been accepted as a participant (“Affiliate”) in the Affiliate Program.
1. Consent, Representations and Warranties
By applying as an Affiliate and/or participating in the Affiliate program, Applicants and Affiliates warrant that you:
a. have read, understood and agree to all the Terms and any other rules or guidelines that may be issued relating to the Affiliate Program;
b. are of legal age and have full legal capacity and authority to enter into agreements, including these Terms;
c. will abide by these Terms and all other rules or guidelines that may be subsequently issued by the Company, and will undertake any obligations and exercise all rights and privileges and fulfill all obligations under the Affiliate Program in good faith, in a legal and bona fide manner, and without resorting to any malicious or fraudulent or deceptive practices or infringing on any intellectual property or other rights;
d. accept and agree that, subject to the payment of Commissions (as defined herein) properly earned in accordance with these Terms, the Company shall have the sole and exclusive discretion to change, update or otherwise modify these Terms or cancel the Affiliate Program or any application or affiliate accreditation for any reason and without notice to any person.
In order to participate in the Affiliate Program, you must submit an application in accordance with the instructions published on the website. Admission to the program is not guaranteed and the Company maintains sole and exclusive discretion on whether the application will be accepted.
The Company shall be under no obligation to provide any ground or reason for rejection. If your application is rejected, you will no longer be eligible to re-apply.
3. Obligations of Affiliates
3.1. Marketing and Content Creation
The Affiliate Program was set up for the purpose of marketing and broadening the reach and usage of Stackable and Stackable Premium, and for this purpose, as an Affiliate, you shall have the responsibility of referring new potential customers to purchase Stackable products and services.
Pursuant to this purpose, you are expected to invest reasonable efforts in making good quality content and other materials as your contribution to the marketing efforts for Stackable and its related products and services. In producing content, you must at all times ensure that due respect is afforded to the Stackable product and services, Stackable brand and the Company.
While fair observations may be allowed, you must in no way make any content or circulate any matter or material that tends to besmirch the reputation and brand of Stackable, all its affiliated products and services and that of the Company. In any case, if we find that your promotional material or any of your assets are in any way problematic, offensive, illegal, deceptive or otherwise objectionable, the Company reserves the discretion to cancel your Affiliate status, and to require the deletion or destruction of your content.
3.2. Affiliate Assets and Marketing Materials
It shall be your sole responsibility to create your own marketing content, and ensure the maintenance and upkeep of all your own assets. The Company shall not be under any obligation to provide any content or assets for use of Affiliates. At its own discretion, the Company may from time to time issue marketing banners, sale or other promotional materials that may be required to be used by Affiliates.
3.3. Use of Intellectual Property
The Company reserves all intellectual property rights over Stackable and other Company-owned products and other assets, related products and services and the marks and brand identity pertaining thereto; any use of such intellectual property by Affiliates is granted only on a limited, temporary, non-exclusive, non-transferrable, non-sublicensable basis, and is limited only for the sole purpose of promoting Stackable products and services pursuant to these Terms.
The grant made hereunder remains revocable at any time and at the sole discretion of the Company.
3.4. Fair Practices
The Affiliate shall observe fairness and good faith in all its dealings and efforts made pursuant to the Affiliate Program and these Terms with respect to Stackable, the Company and any users, potential purchasers, existing customers or third parties. As an Affiliate, you shall not engage in any activity, practice or tactic which may in any way be deemed to be an abuse of any of your rights and obligations under these Terms.
You agree not to use the Affiliate Program of the Company for any unlawful or prohibited purpose. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business and reputation of the Company. Determination of any unacceptable act or action by the Affiliate will be in the sole discretion of the Company.
It shall be prohibited to use the Affiliate Program:
a. to harass, abuse or threaten others or otherwise violate any person’s legal rights;
b. to violate any intellectual property rights of the Company or any third party;
c. to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
d. to perpetrate any fraud;
e. to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
f. to publish or distribute any obscene or defamatory material;
g. to publish or distribute any material that incites violence, hate, or discrimination towards any group;
h. to unlawfully gather information about others;
i. to reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites, products or services;
j. to violate the security of any of our websites, products or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
Further, you are strictly prohibited from pursuing illegal, unethical, or any other undesirable activities in connection with the Affiliate Program, including spam activities, gathering email addresses and personal information from others or sending any mass commercial emails to lists, groups or contacts that you do not have permission to send to.
4. Affiliate Commission
An Affiliate in good standing shall be entitled to a commission (“Commission”) on every Qualified Purchase, as defined below, and subject to the requirements under these Terms.
4.1. Qualified Purchase
A “Qualified Purchase” is a new purchase of Stackable Premium that can be attributed to the Affiliate by the use of a link assigned to the Affiliate (“Affiliate Link”), and is/has/was:
a. made by the purchaser after clicking on the Affiliate Link and within the allowable period specified by the Company through the Website;
b. not made for a renewal, upgrade or repurchase of an existing plan;
c. not resulted in a cancellation, refund or chargeback;
d. not made by the Affiliate himself/itself, an already-existing partner or other affiliate of the Company;
e. not made prior to the Affiliate joining the Affiliate Program;
f. not purchased by a customer in violation of any of our legal terms or in violation of principles of fair use;
g. not fraudulent in any way, in the Company’s sole and exclusive discretion;
h. not a result of any offer from the Affiliate of any coupons or discounts other than those coupons or discounts as may be provided, from time to time, specifically by Company for promotional use by Affiliate;
i. not a result of any unfair or deceptive practices by the Affiliate; or
j. not made in violation of these Terms or other rules or guidelines which may be issued by the Company.
Affiliate Links will be tracked by cookies for purposes for attribution of a Qualified Purchase to an Affiliate. Referrals using any other means apart from the Affiliate Link will not be attributed to the Affiliate. For purposes of attribution, cookie tracking will be valid only for thirty (30) days from the date of the last click made on the valid Affiliate Link.
Should there be more than one Affiliate Link clicked by a purchaser, the Commission shall be paid out to the Affiliate whose Affiliate Link was clicked later.
Affiliate Links that have been configured to be untraceable with respect to the referrer will not be used for attributing any sales and cannot be used to earn any Commissions.
Unless otherwise subsequently specified by the Company, the rate of Commission shall be the rate published through the Website. The base amount to compute the Commission on a Qualified Purchase shall be the amount which the Company actually receives from the Qualified Purchase after deducting promotional discounts, taxes, fees and other charges.
The Commission will be paid out through the account you specify in your application, unless you notify the Company and the Company acknowledges that another account will be used for the payout of your validly earned Commission. Ensuring the correctness of the account information shall be the responsibility of the Affiliate, and the Company shall not be held responsible for payments made pursuant to any errors in providing such details.
The Commission for every Qualified Purchase shall be paid out after reaching the threshold amount specified by the Company, every 23rd of the month or on the day of the month specified by the Company through the Website, and in any case only after the lapse of the refund period for the sale.
All pending and future payouts may be adjusted or offset to account for any previously paid Commissions that have resulted in a refund or chargeback, or for any other payables that should be for the account of the Affiliate.
All payouts to be made will continue to be in the Company’s sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with these Terms or any other rules or guidelines issued by the Company.
For any disputes as to payout, the Company must be notified within thirty (30) days of your receipt of the payout. Failure to notify the Company within such period will be equivalent to forfeiture and abandonment of any grounds for dispute.
The Company reserves the right to change this payout process and procedure in our sole and exclusive discretion.
4.4. Taxes, Fees and Other Charges
All taxes, tariffs, administrative fees, processing fees and any other fees and charges on the Commission shall be for the account of the Affiliate. It shall be the sole responsibility of the Affiliate to pay any taxes, tariffs or other government fees and charges which may be levied on any Commission. You must also provide all your tax and other government information when required by the Company.
However, in the event that the Company becomes legally required to withhold any such taxes, tariffs or other government fees and charges, you hereby expressly allow the Company to withhold or deduct any such payables from the Commission whenever necessary.
Further, you expressly allow the Company to withhold any administrative or processing fees required to process and fulfill the payout of your Commission.
5. Nature of Relationship
The Affiliate Program does not in any way create an employer-employee relationship between you and the Company. Neither are you constituted as a stockholder, partner or agent of the Company by virtue solely of applying for or participating in the Affiliate Program. As such, you shall have no right to present yourself as part of or as representing Stackable and the Company, and you shall have no right to create any obligation on behalf of the Company or to bind the Company in any way.
Your status as Affiliate, once approved at the discretion of the Company, is granted on a non-exclusive basis. As such, the Company shall be allowed to grant Affiliate status to any other person, and you are allowed to join other affiliate programs.
The commitment created under the Affiliate Program is a personal one, and you are not allowed to constitute sub-affiliates or share your Commission with or assign or transfer your rights under the Affiliate Program to any other person, whether such person is also an Affiliate or not.
The agreement between the Company and the Affiliate may be terminated by either Party at any time with or without cause.
In case of breach of any of these Terms, the Affiliate can be immediately terminated without any notice, and shall forfeit any rights under the Affiliate Program including the right to unpaid Commissions, and will be disqualified from re-applying for the Affiliate Program or any other affiliate programs by the Company.
Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
You agree to defend and indemnify the Company and any of its officers, directors, stockholders, employees, agents and representatives, and hold us free and harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of these Terms, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
8. Limit on Liability
You acknowledge and agree that you are entering and participating in the Affiliate Program at your own risk and the Company shall not liable for any damages that may occur to you as a result of your participation in Affiliate Program.
In the event that any information is disclosed to the Affiliate that the Company deems or should be reasonably regarded as confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for purposes other than that allowed by the Company and pursuant to these Terms.
10. Jurisdiction, Venue and Governing Law
These Terms and all matters relating to the Affiliate Program shall be subject to Philippine Laws and any action or proceeding that may be taken in connection with the Affiliate Program shall exclusively be brought in the courts of Quezon City, Philippines.