Terms & Conditions
GSN Affiliate Program ("Program") Terms and Conditions
Last updated: June 18, 2014
These Terms and Conditions ("Terms" or "Agreement") govern your participation and membership in the GSN Games, Inc. Affiliate Program. Please read these Terms carefully before you join our Program or begin marketing our Program or our products or services. You are solely responsible for compliance with these Terms at all times by you and your employees, agents and contractors acting on your behalf. Thank you.
1. PURPOSEThe skill games division of GSN Games, Inc. (hereinafter "GSN") desires to provide its suite of games (each a "Game" and collectively, the "Games") for you ("you" or "Affiliate") to promote through viable marketing means including, but not limited to, emailing, co-branding and/or displaying GSN Cash Games advertising, by both static and rotating text links, banners and buttons, on websites that you will link to the "GSN Site" (each, an "Affiliate Site") in accordance with these Terms. Subject to the terms and conditions herein, and in exchange for promoting GSN Cash Games, the Affiliate will be entitled to the agreed upon commission earnings set forth herein.
Net Applicable Revenue shall mean the gross amount of cash entry fees paid to GSN by all registered users of GSN Games through the Affiliate Site less an Administrative Fee.
Administrative Fees shall include, but are not limited to, payment processing fees (including, without limitation, chargebacks and fraud detection), special offers, discounts or credits, game content expenses, and any direct expenses of GSN associated with GSN Games operation (including, but not limited to, hosting and player administration). Administrative fees shall equal 5% of Revenue, however GSN reserves the right in its sole discretion to modify the Administrative Fee from time to time to reflect changes in GSN's business operations. The Administrative Fees will be applied to the Affiliate's Earnings.
New Cash Player - a user who has made their first GSN Cash Games deposit
Revenue - the amount of money (USD) earned by GSN from New Cash Players driven by the Affiliate
Revenue Share Rate - the agreed upon percentage of revenue between GSN and Affiliate driven by New Cash Players
Earnings - the dollar amount that the Affiliate has earned in commissions (Revenue multiplied by the Revenue Share Rate)
Conversion % -- the conversion rate of players into New Cash Players
Fraud - includes any activity aimed at falsifying records or inaccurately inflating performance generated by the Affiliate. Any activity deemed as fraud is grounds for immediate termination of the Affiliate relationship.
You must apply for membership in our Program. After receiving your request, we will review your application and promotional methods and notify you of your acceptance or rejection into our Program. We reserve the right to reject any application, however we encourage you to contact us if you feel we have made an incorrect decision. Including all marketing methods and a list of the Affiliate Websites that you use in your profile will help us make a better decision.
4. LIMITED LICENSE TO USE GSN MARKS
Upon receiving written notice of acceptance into the Program, GSN hereby grants you a limited, revocable, non-transferrable, non-exclusive license during the term of these Terms to use only those GSN names, trademarks, service marks, trade names, trade dress, logos, graphics, and icons specifically designated and provided by GSN ("GSN Marks") solely in connection with the Program in accordance with the terms and conditions of these Terms. Your use of the GSN Marks will at all times be subject to the prior written approval of GSN and in accordance with the following: (i) you shall comply with all reasonable guidelines provided by GSN with respect to the graphic reproduction, appearance, and "look and feel" related to the marketing and representation of GSN and its products and services; and (ii) your use of the GSN Marks shall include the appropriate trademark/service mark symbols and you shall not remove such symbols. All goodwill associated with any use of the GSN Marks will inure to the benefit of GSN. GSN reserves all rights not expressly granted herein.
5. GSN OBLIGATIONS
GSN will be responsible for managing the payment processing, database management and administration of the payment of prizes to all users of the Games on the GSN Sites, including players referred by Affiliates
5.1. GSN shall provide all necessary technical arrangements to track New Cash Players referred by an active Affiliate; manage the generated turnover, and calculate the Affiliate's Earnings in accordance with the Affiliate's compensation model
5.2. GSN shall provide the Affiliate with relevant statistics and deliver all customer support services related hereto;
5.3. GSN is responsible for tracking and reporting, providing its services correctly and at commercially reasonable standards; as long as the Affiliate implements and uses the provided tracking properly.
5.4. GSN shall make reasonable efforts to pay out Earnings within 10 business days of the following month; provided; however, that GSN's failure to do so shall not constitute a breach of these Terms. The amount due is paid out depending on the Affiliate's Earnings, and is subject to the Terms and Conditions thereof.
6. AFFILIATE OBLIGATIONS
Upon receiving written notice of acceptance into the Program, "Approved Links" will be made available to you through the affiliate interface and GSN hereby grants you a limited, revocable, non-transferrable, non-exclusive license during the term of these Terms to post Approved Links on your Affiliate Websites in accordance with the terms and conditions of these Terms. For purposes of these Terms, "Approved Links" means graphical or textual Internet hyper-links to the GSN Sites that have been approved and provided by GSN in connection with the Program. Your acceptance in the Program means you agree to abide by the following:
a. You shall not modify Approved Links and/or creative assets without the written approval of GSN.
b. You shall provide true and complete information when filling in the Affiliate Registration Form and timely update it in case there are any changes hereto. Affiliate shall also provide any other information that GSN may reasonably request from time to time.
c. You shall market, promote and refer potential real-money players via the Approved Links from Affiliate's Website(s) to GSN Games. The Approved Links shall be used in Affiliate text links, banners and marketing materials (hereinafter "Marketing Materials") that can be provided under these Terms. Affiliate solely bears the responsibility for any promotional content and marketing materials used in relation to the Affiliate Program. All such activities should be carried out in a duly and lawful manner and comply with the Terms and Conditions set forth therein.
d. You shall not use Marketing Materials or GSN Marks in a way that may be potentially confusing or misleading to a (potential) player;
e. You shall not conduct any activities which are libelous, obscene, discriminatory, unlawful, and/or contain sexually explicit, pornographic and violent content.
f. You shall not implement any marketing activities for generating traffic to the GSN Websites that may directly or indirectly target anyone under 18 years old (or of a higher age depending on the jurisdiction Affiliate is targeting).
g. You shall not generate traffic to the GSN Websites by illegal activities or Fraud, including but not limited to:
h. You shall not conduct any marketing activity, which in any way might compete or interfere with GSN's marketing efforts. The following activities will be considered as activities, which if undertaken by Affiliate, would compete or interfere with GSN's own marketing efforts and are prohibited unless otherwise approved: (i) co-registration; and (ii) incentivized offers (i.e. offer walls); and (iii) PPC and Keyword Bidding for terms identical or similar to any of the trademarks, trade names, URLs (including the words "GSN" or any variations of such name).
i. You shall make the best possible and commercially reasonable efforts to actively promote, advertise and market the GSN Websites to maximize the mutual financial benefit of the partnership. Affiliate's failure to do so shall constitute a breach of these Terms and result in subsequent termination of Affiliate's participation in the Program.
j. You shall not directly target any jurisdiction where real-money skill gaming and its promotion is illegal.
k. You should incorporate and prominently and continually display the most up-to-date Approved Links and Marketing Materials provided by GSN
l. You shall comply with all applicable laws, regulations, and rules in connection with your participation in the Program
m. You shall not use the GSN Marks except as expressly authorized by these Terms;
n. You shall not create, publish, distribute or permit any advertising in reference to GSN without specific permission from GSN;
o. You shall not use GSN's name, the GSN Marks, or GSN Website in any form of unsolicited communication, including, but not limited to, unsolicited email (spam).
p. You shall use the Affiliate Links and GSN Marks without manipulations.
q. You shall ensure that all Affiliate Websites do not in any way copy, resemble, or mirror the look and feel of the GSN Websites. You will also not use any means to create the impression that your Affiliate Website is a GSN Website or any part of a GSN Website including, without limitation, framing of the GSN Websites in any manner.
r. You shall not engage in cookie stuffing or include pop-ups, false or misleading links on the Affiliate Websites. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
s. You shall not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
If you are found redirecting links to hide or manipulate their original source, your current and past Earnings will be voided and your participation in the Program shall be terminated.
Affiliate is required to utilize all links, creative assets, and content provided by GSN through the Partnership Program or by a GSN affiliate team member. If Affiliate uses any GSN content without permission, GSN may terminate Affiliate status and pursue all remedies available;
7. PAY-PER-CLICK (PPC ) GUIDELINES
If you are enrolled in our Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
You may not direct link to the GSN Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on your Affiliate Website. You may not bid in any manner, appearing higher than GSN for any search term in position 1-5 in any auction style PPC advertising program.
If you automate your PPC campaigns, the responsibility is yours to exclude our trademark terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all Earnings for a minimum of the past 30 days.
8. NO SELF-PLAY
GSN reserves the right to withhold or terminate any sharing of Earnings for any player accounts that GSN determines in its sole discretion were created directly by Affiliate or otherwise created by Fraud. As a member of the Program, Affiliate agrees to refrain from creating excess player accounts and from entering money tournaments on the GSN Games site.
Affiliate is free to promote GSN Games and/or the Games in all manner of offerings from e-mail, direct mail, banner campaigns, solicitation and distribution, print and television advertising, and other methodologies not specifically spelled out herein, provided that Affiliate shall provide GSN the opportunity to approve such promotions in writing and provided further that Affiliate shall not (a) promote GSN Games and/or the Games as or to pornographic, or as a warez/hacker site, or promote, advertise GSN Games and/or the Games on pornographic content or warez/hacker sites, or otherwise link to any, pornographic or warez/hacker sites; (b) make any misrepresentation or engage in any deceptive practices in the promotion of GSN Games and/or the Games; (c) promote GSN Games and/or the Games in any manner that could be reasonably construed as damaging to GSN Games, its reputation, or the Games in any way; (d) use any form of unsolicited commercial e-mail (SPAM); (e) obligate GSN Games to any commitment other than the GSN Games' standard terms and conditions for using the Games; or (f) promote GSN Games and/or the Games in a profane, obscene or unlawful manner. Any violation of the foregoing shall constitute an immediate breach of these Terms, and GSN reserves the right at any time to demand that Affiliate cease and desist, and Affiliate agrees that it will cease and desist, any advertising and promotion of GSN Games and/or the Games if GSN determines in its sole discretion that such advertising and promotion would be detrimental or harmful to GSN and/or the Games or any goodwill therein. Notwithstanding any provision contained herein, nothing shall restrict or limit GSN's rights to advertise and promote GSN products and services to registered users of the Games.
During your participation in the Program, GSN and Affiliate agree that Net Applicable Revenue collected by GSN from a registered user of the Games through the Affiliate Site will be shared according to the agreed payment scheme and shall be no less than the default commission structure as advertised by the GSN Partnership Program.
For purposes of this Agreement, "Net Applicable Revenue" shall mean the gross amount of cash entry fees paid to GSN Games by all registered users of the Games through the Affiliate Site, excluding the prize amount paid out to players and less an "Administrative Fee".
For purposes of this Agreement, Administrative Fee shall include, but is not limited to, payment processing fees (including, without limitation, chargebacks and fraud detection), special offers, discounts or credits, game content expenses, and any direct expenses of GSN cash games associated with site operation (including, but not limited to, hosting and player administration) for all users of GSN's cash games web site. Administrative fees shall equal 5% of Gross Revenue, however GSN reserves the right in its sole discretion to modify the Administrative Fee from time to time to reflect changes in GSN's business operations.
Earnings are subject to all applicable local tax requirements within the Affiliate's place of residence. All taxes accrued through this relationship are the sole responsibility of the Affiliate to fulfill.
11. DOMAIN NAMES / SOCIAL MEDIA NAMES
Affiliate agrees not to register or use any URLs and/or domain names which are considered by GSN to be infringing any GSN Marks. You agree not to use, purchase or otherwise contract with a third party to exploit any of the GSN Marks or registered domain names, or any GSN Marks or domain names which may, in GSN's reasonable discretion, be confused with any GSN Marks or registered domain names, including but not limited to misspellings of any GSN Marks or registered domain names, whether in metatags or otherwise. Use of any of our trademarked terms, or misspellings of our trademarked terms, as part of the domain or sub-domain for your website is strictly prohibited. Use of any of our trademarked terms, or misspellings of our trademarked terms, as part of social media account name or social media URL is strictly prohibited.
12. FTC DISCLOSURE REQUIREMENTS
Consumer protection laws apply equally to marketers across all mediums, including desktops, mobile devices and traditional advertising. Affiliates must disclose ads in a clear and conspicuous manner to avoid the appearance of deception. Please refer to the FTC's website (http://www.ftc.gov/opa/2013/03/dotcom.shtm) for disclosure guidelines.
You shall include a disclosure statement within any and all pages/posts where Approved Links for our Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
13. SOCIAL MEDIA
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
14. NO INFRINGEMENT
Each party has the right to agree to these Terms. Affiliate represents and warrants that the Affiliate Site will not violate or infringe any federal, state or local law, patent, copyright, literary right, privacy right, publicity right, trademark, service mark or any other personal or property right of any person.
15 . DISCLAIMER AND LIMITATION OF LIABILITY
THE GSN WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GSN AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ("AFFILIATES") DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GSN OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE GSN WEBSITES, OR THE PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GSN'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS SHALL NOT EXCEED THE TOTAL EARNINGS PAID TO YOU UNDER THESE TERMS.
You agree to indemnify (and, at our option, defend) GSN and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your Program profile. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with us in such defense.
17. TERM & TERMINATION
The term of this Agreement shall commence on the date GSN accepts your request to be included in the Affiliate program and will end when terminated by either party as set forth in this Agreement (the "Term"). Either party shall have the right to terminate this Agreement at any time, with or without cause. Notwithstanding the foregoing, either party may terminate this Agreement (i) if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business; (ii) upon the occurrence of a material breach of a material provision by the other party if such breach is not cured within fifteen (15) days after written notice is given to the breaching party identifying the matter constituting the material breach; (iii) by mutual consent of the parties; or (iv) if Affiliate removes all links and promotions to the GSN Games service. Upon termination of this Agreement (a) Affiliate shall immediately cease use of the services and remove all Approved Links and GSN Marks from the Affiliate Website to the GSN Websites; and (b) each party shall remove from its respective website any branding or other proprietary materials received from the other party under the terms of this Agreement. Either party may terminate this Agreement effective immediately upon notice to the other party in the event of the conviction of, or commission by, the other party or any principal, officer, controlling shareholder, member, or manager of any crime which may adversely affect the goodwill or reputation of either party. Additionally, GSN may terminate this Agreement effective immediately if Affiliate violates the terms of this Agreement. Affiliate will only be entitled to Affiliate Revenue Share during the valid Term of this Agreement.
If the Affiliate reduces or suspends the promotion under the Affiliate Program, and fails to refer at least 1 new depositing player per month over the span of 3 months, such actions shall be deemed as his/her consent to terminate participation in the Program.
This Section and Sections 14,16, 18, 19, and 21 shall survive termination of this Agreement.
18. EFFECTS OF TERMINATION
Upon termination of this Agreement, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving. The parties shall promptly remove all marks of the other party from any website such party controls.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. No party shall disclose, or use for its own benefit or the benefit of any such party's affiliate, any trade secret or confidential, proprietary or other non-public information obtained from the other party during the course of this Agreement. The parties shall protect the confidential information of the other party as if it were its own, but in no instance less than a reasonable standard of care. This Agreement incorporates standard exceptions to the definition of confidential information. This provision shall survive for three (3) years after the termination of this Agreement.
20. CHANGES TO THESE TERMS
From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the GSN Sites. Those changes will go into effect on the "Last Updated" date shown in the revised Terms. By continuing to participate in the Program, you agree to the revised Terms.
PLEASE PRINT A COPY OF THESE TERMS FOR YOU RECORDS AND PLEASE CHECK OUR the GSN WEBSITES FREQUENTLY FOR ANY CHANGES TO THESE TERMS.
(a) Assignment. Affiliate may not sublicense, assign (by operation of law or otherwise) or otherwise transfer this Agreement or any license or any right, duty or obligation under this Agreement without GSN's prior written consent, and any attempt to do so shall be null and void. Subject to the foregoing limitations, this Agreement will mutually benefit and be binding upon the parties, their successors and assigns.
(b) Waiver; Severability. A failure or delay by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement. Any waiver by either party of any right under this Agreement shall not constitute a waiver of such right in the future. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly affects the parties' intent in entering this Agreement.
(c) Force Majeure. Excluding the payment of money, neither party will be deemed in default of any obligation hereunder nor be liable for any failure or delay in performance which results directly or indirectly from any cause beyond its reasonable control, including without limitation, "Acts of God," delays or failures in the Internet or related carriers and third-party equipment, acts of civil or military authority, strikes, fire, theft, delays by suppliers, or action or inaction by the other party or any third party.
(d) Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of laws. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. The Affiliate agrees that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in the Commonwealth of Massachusetts and the parties consent to the jurisdiction of such courts.
(e) Entire Agreement. This Agreement constitutes the entire agreement between Affiliate and GSN , supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. .