CONSOLE VAULT SHARE-A-SALE AFFILIATE AGREEMENT
This Affiliate Agreement ("Agreement") is entered by and between CONSOLE VAULT, LLC, a Delaware limited liability company located at 35 Clairedan Drive, Powell, Ohio 43065 ("Console Vault") and the undersigned individual or entity (the “Affiliate”) to be effective as of the date of last execution by Console Vault and the Affiliate (the “Effective Date”).
1. Appendix: Definitions and Other Provisions. All defined terms in this Agreement will have the meaning ascribed to them in Section A of the Console Vault, LLC Affiliate Agreement Appendix (the “Appendix”) a copy of which has been provided to the Affiliate and all of the terms and provisions of which are hereby incorporated by reference into this Agreement and binding on the parties hereto.
2. Appointment of Affiliate. Subject to the terms and conditions of this Agreement, Console Vault hereby authorizes and appoints, and the Affiliate hereby accepts such authorization and appointment, as a participant in the Affiliate Program, granting the Affiliate the non-exclusive right to market (but not to directly transact sales of) Console Vault’s Products and Services.
3. Promotion of Affiliate Relationship.
a. Start-up Marketing Materials. To facilitate the Affiliate’s marketing activities under this Agreement, Console Vault will provide the Affiliate with its marketing guidelines (which may be amended from time to time by Console Vault in its sole discretion) and certain marketing materials.
b. General Marketing Procedures. Any formal marketing activities of the Affiliate concerning Console Vault’s Products and Services must be preapproved by Console Vault, which approval will be subject to Console Vault’s sole discretion. Examples of formal marketing activities include but are not limited to (i) any print, video, radio, or other media advertisements; (ii) email marketing; or (iii) the Affiliate’s sponsorship or attendance at any event in which the Affiliate intends to market its business relationship with Console Vault. The parties hereto will cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this Agreement and the relationship between them.
c. FTC disclosure requirements: All Marketing Activities must comply with all applicable laws, rules, and regulations, policies, and guidelines, including those of the United States Federal Trade Commission (FTC) governing endorsements and testimonials. You must provide clear and conspicuous disclosure of your status as a paid Console Vault affiliate on any related marketing activities including, but not limited to: your website, social media posts, and email marketing campaigns.
d. Social Media Policy: You agree that you are responsible for all social media marketing activities conducted as a Console Vault affiliate, and that you will comply with any and all applicable laws, regulations, policies, and guidelines. All social media activity including, comments, posts, likes, and shares must comply with the following:
• FTC laws and regulations
• Applicable Social Media Policies
• Console Vault marketing and brand standards
e. Coupons and Deals policy: If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
• You may ONLY advertise coupon codes that are provided to you through Affiliate Window.
• You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
• On click through, you must link directly to our website. Framing of our website is strictly prohibited.
Cookie Stuffing: You must not mislead customers into clicking on an offer/coupon that does not exist or practice similarly deceptive tactics which are generally accepted as "cookie stuffing." These include, but are not limited to using knowingly expired offers, presenting offers that do not exist, presenting a button that claims to show all offers which sets the affiliate cookie, and technology which generates a click/sets the cookie from the action of copying a coupon code.
Unless you have been given express written permission, if you are found to be engaging in any of the aforementioned practices, we reserve the right to reverse any/all sales generated. Only discount codes approved for the affiliate channel will be approved at full commission. If your Website participates in forums where active users of your Website can submit coupon codes, it is your responsibility to ensure that the coupon codes submitted do not violate our Coupon Guidelines.
f. Customer Policies and Pricing. Referred Customers who purchase any of Console Vault’s Products and Services are deemed to be Console Vault Customers and therefore Console Vault’s terms and conditions, rules, policies, and operating procedures (as amended by Console Vault from time to time in its discretion) will apply to such customers.
g. Additional Requirements. The Affiliate agrees to comply with the additional requirements concerning marketing and promotion set forth in the Appendix.
4. Order Processing. Console Vault will process orders placed by Referred Customers according to Console Vault’s internal operating procedures, and Console Vault reserves the right, in its sole discretion, to reject orders that do not comply with certain requirements established by Console Vault from time to time. All aspects of order processing and fulfillment, including any cancellations, refunds, payment processing, etc., will be Console Vault’s responsibility. If the Affiliate is maintaining an Affiliate Site approved by Console Vault, then Console Vault will track the Qualified Purchases generated by the Affiliate Site and will make this information available to the Affiliate on a regular basis (no less than monthly). To ensure accurate tracking, reporting, and tracking of Referred Customers and Qualified Purchases, Console Vault must ensure that the Links between Affiliate Site and Console Vault’s are properly formatted.
5. Commission Payments and Reports. Refer to Share-A-Sale’s Publisher Agreement, sections 6. (Actions, Commissions and Bonuses) and 7 (Invoicing and Payments).
6. License and Use of Console Vault Intellectual Property. During the Term, Console Vault hereby grants the Affiliate a non-exclusive, non-transferable, revocable license to (i) use any of the Console Vault Marks (but only in compliance with the Console Vault Trademark Usage Guidelines); (ii) access Console Vault’s website through the Links solely in accordance with the terms of this Agreement and, solely in connection with such Links, to use the Console Vault Marks or similar identifying material provided by Console Vault (collectively, the "Licensed Materials") for the sole purpose of selling Console Vault’s Products and Services on the Affiliate Site and as approved in advance by Console Vault. The Affiliate may not alter, modify, or change the Licensed Materials in any way. For the sake of clarity, upon the termination of this Agreement, the license granted to the Affiliate under this Section 6 is immediately terminated.
7. Term and Termination. The term of this Agreement will begin upon the Effective Date and will end when terminated by either party under subsections “a” or “b” of this Section 8 below (the “Term”):
a. Discretionary Termination. Either party may terminate this Agreement without cause upon 30 days’ advance written notice to the non-terminating party. Upon a discretionary termination, Console Vault will provide the Affiliate a final Commission Payment and report by the last day of the month following the month in which the discretionary termination was effective (i.e., a discretionary termination notice issued on June 15 would become effective as of 12:00AM on July 15, meaning no further commissions would accrue to the Affiliate and the final Commission Payment and report would be provided to the Affiliate by August 31).
b. Termination for Breach. Either party may terminate this Agreement immediately in the event of a material breach of this Agreement by other party by providing written notice of such breach and termination to the breaching party. If Console Vault is the breaching party, then the Affiliate will receive its final Commission Payment and report under the normal payment schedule. If the Affiliate is the breaching party, then the Affiliate will be deemed to have forfeited any accrued but then unpaid Commission Payments and Console Vault will owe no additional amounts to the Affiliate Console Vault, LLC Affiliate Agreement
c. Renew. At the beginning of each year, Console Vault has the option to renegotiate the terms of the agreed upon services depending on the past year’s sales.
8. Entire Agreement. This Agreement (including the Appendix, Console Vault marketing guidelines, Console Vault Trademark Usage Guidelines, and any Exhibits and Schedules referenced herein and attached hereto, all of which are incorporated herein by this reference) constitutes the complete, exclusive and final agreement and understanding between the parties hereto and supersedes all prior and contemporaneous agreements and understandings, whether written, oral or implied, between the parties hereto with respect to the subject matter hereof. Any amendments or modifications to this Agreement must be in a writing executed by the parties hereto
