1.1. “Affiliate Link” means a link on Affiliate’s Website which
includes a tracking code, provided by LDPlayer, included in the
URL pointing to www.ldplayer.net
1.2. “LDPlayer” means an LDPlayer Emulator Windows client
software.
1.3. “LDPlayer Marks” means the trademarks, service marks, trade
names, logos or other words or symbols identifying the LDPlayer
Products, LDPlayer’s services and business, as well as any other
marks or designations used by LDPlayer anywhere in the world.
1.4. “Game Offer” means an application selected by LDPlayer
Affiliate Program and shown in "Available Offers" or approved by
LDPlayer.
1.5. “LDPlayer Products” means LDplayer App Player and
www.ldplayer.net.
1.6. “End User” means the end-user consumer who acquires any
LDPlayer Products.
1.7. “Intellectual Property Rights” means all present and future
copyrights, trademarks, service marks, trade secrets, patents,
patent applications, moral rights, contract rights, and other
proprietary rights anywhere in the world.
1.8. “Referred Install” means a download and installation of a
Game Offer by an End User who accessed the Game Offer by an
Affiliate Link.
1.9. “Affiliate Website” means websites operated by Affiliate
and entered in the Affiliate Application.
2. AFFILIATE RIGHTS AND OBLIGATIONS
2.1. To begin the enrollment process, you will complete and
submit the online application at www.ldplayer.net. The fact that
we auto-approve applications does not imply that we may not
re-evaluate your application at a later time. We may reject your
application at our sole discretion at any time.
2.2. As a member of LDPlayer Affiliate Program, you will have
access to the Affiliate Management Dashboard. Here you will be
able to review our program’s details and download promotion
materials, browse and get tracking codes for our vast array of
Game Offer installs. In order for us to accurately keep track of
all Referred Installs from your site to ours, you must use the
affiliate link that we provide for each banner, text link, or
other affiliate link we provide you with.
2.3. LDPlayer reserves the right, at any time, to review your
placement and approve the use of your links and require that you
change the placement or use to comply with the guidelines
provided to you.
2.4. The maintenance and the updating of your site will be your
responsibility. We may monitor your site as we feel necessary to
make sure that it is up-to-date and to notify you of any changes
that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your
Affiliate Website. You must have express permission to use any
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 all copyrighted material
or other intellectual property in violation of the law or any
third party rights.
3. LDPLAYER RIGHTS AND OBLIGATIONS
3.1. We reserve the right to monitor your site at any time. We
may notify you of any changes to your site that, in our sole
determination, should be made to comply with this Agreement, to
ensure that your links to our web site are appropriate or any
other changes we deem appropriate. If you do not make the
changes to your site that we determine are necessary, we reserve
the right to immediately terminate this Agreement and your
participation in the LDPlayer Affiliate Program.
3.2. LDPlayer reserves the right to terminate this Agreement and
your participation in the LDPlayer Affiliate Program immediately
and without notice to you should you commit fraud in your use of
the LDPlayer Affiliate Program or should you abuse this program
in any way as determined solely by LDPlayer. If such fraud or
abuse is detected, LDPlayer shall not be liable to you for any
commissions for such fraudulent installs.
4. REPRESENTATIONS AND WARRANTIES
4.1. Partner represents and warrants that (i) neither the
Affiliate Website nor this Agreement (or its performance) will
infringe, misappropriate or violate any Intellectual Property
Rights or other rights or agreements and (ii) the Affiliate
Website does not and will not contain any viruses or worms or
other harmful or disabling code, or anything that defames,
libels or otherwise injures or interferes with the privacy or
publicity rights of any third party.
4.2. Partner represents and warrants that the Affiliate Website
does not:
4.2.1. Promote sexually explicit materials
4.2.2. Promote violence
4.2.3. Promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
4.2.4. Promote illegal activities
4.2.5. Incorporate any materials which infringe or assist others
to infringe on any copyright, trademark or other intellectual
property rights or to violate the law
4.2.6. Include “LDPlayer” or variations or misspellings thereof
in its domain name
4.2.7. Otherwise in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically or
otherwise objectionable to us in our sole discretion
4.2.8. Contain software downloads that potentially enable
diversions of commission from other affiliates in our program.
4.3. You may not create or design the Affiliate 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 LDPlayer or any
other affiliated business.
5. PROMOTION RESTRICTIONS
5.1. You are free to promote your own web sites, but any
promotion that mentions LDPlayer 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 LDPlayer.
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 www.ldplayer.net so long as the recipient is already a
customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote
www.ldplayer.net so long as the news group specifically welcomes
commercial messages. At all times, you must clearly represent
yourself and your web sites as independent from LDPlayer. 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 LDPlayer Affiliate Program. Any pending
balances owed to you will not be paid if your account is
terminated due to such unacceptable advertising or solicitation.
5.2. Affiliates that among other keywords or exclusively bid in
their Pay-Per-Click (“PPC”) campaigns on keywords such as
www.ldplayer.net, LDPlayer, www.LDPlayer, www.www.ldplayer.net,
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 result in the affiliate being banned from
LDPlayer Affiliate Program. We will attempt 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 PPC bidding
behavior. Furthermore, any use of PPC campaigns must be approved
by LDPlayer prior to its launch by Affiliate. Failure by the
Affiliate to request prior approval for such PPC campaigns will
result in expulsion of the Affiliate from the LDPlayer Affiliate
Program, without prior notice, and the Affiliate will be liable
to LDPlayer for any damages, including lost profits, caused by
the PPC campaign.
6. OWNERSHIP & USE RESTRICTIONS
6.1. LDPlayer retains all rights, title and interest (including
patent rights, copyrights, trade secret rights and all other
Intellectual Property Rights) towards the LDPlayer Products and
any modifications and derivative works (by whomever produced)
and all related documentation and materials thereto, and all
LDPlayer Marks, trademarks, service marks and/or registered
marks, whether or not such marks are incorporated into or with
any Integrated Product.
6.2. LDPlayer acknowledges that Affiliate Website are
proprietary to your and that you retain its ownership thereof.
7. TRADEMARK LICENSES
7.1. LDPlayer hereby grants the Affiliate a revocable (upon
termination hereof), non-exclusive, non- transferable,
non-assignable, limited license to use LDPlayer’s name, product
names and trademarks (collectively the “Marks;” such Marks are
limited to the LDPlayer Marks designated by LDPlayer for the
applicable purpose) for the purpose of accurately identifying
LDPlayer’s Products which are marketed pursuant to the terms and
conditions of this Agreement. All goodwill generated as a result
of Affiliate’s use of the Marks is solely for the benefit of
LDPlayer. The Affiliate shall use the Marks in accordance with
the LDPlayer’s communications guidelines in effect and as
updated from time to time. The Affiliate shall obtain LDPlayer’s
prior written approval (which may be obtained by email) for any
publications, marketing collateral or other items produced by or
on behalf of Affiliate that employ the Marks. Requests for
approval that are not answered within ten (10) days shall be
deemed denied. Any changes or corrections requested by LDPlayer
will be made at the Affiliate’s own expense.
7.2. Nothing herein shall grant to Affiliate any right, title or
interest in or to the LDPlayer Marks. At no time during or after
the Term shall Affiliate challenge or assist others to challenge
the LDPlayer Marks or LDPlayer registration thereof or attempt
to register anywhere in the world, any trademarks, trade names
or domain names confusingly similar to those of LDPlayer.
8. WARRANTY
8.1. LDPlayer Warranty. LDPlayer represents and warrants to
Affiliate that:
8.1.1. it has the full corporate power and authority to grant
the rights under this Agreement and the right to enter into this
Agreement;
8.1.2. to LDPlayer’s knowledge, the LDPlayer Products do not
infringe any third party’s intellectual property rights; and
8.1.3. to LDPlayer’s knowledge, the LDPlayer Products contain no
known viruses or other intentionally harmful code.
8.2. Disclaimer.
8.2.1. The LDPlayer Products, are provided “as is,” and no
claims will be accepted concerning failure to fulfill any
functions. LDPlayer does not guarantee that the LDPlayer
Products are error free, or will function without interruption.
8.2.2. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, LDPLAYER
MAKES AND AFFILIATE RECEIVES NO WARRANTIES ON THE LDPLAYER
PRODUCTS OR ANYTHING ELSE, WHETHER EXPRESS, IMPLIED, STATUTORY
OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION
WITH THE OTHER PARTY. AFFILIATE AND LDPLAYER SPECIFICALLY
DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE OR
NON-INFRINGEMENT. NEITHER PARTY SHALL PASS THROUGH ANY OF THE
WARRANTIES SET FORTH IN THIS AGREEMENT.
9. LIMITATIONS OF LIABILITY
IN NO EVENT WILL LDPLAYER BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (OTHER THAN PAYMENT
HEREUNDER), FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR
LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD
FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY
RELATED TO THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT OR THE
TERMINATION THEREOF, WHETHER OR NOT THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the above,
LDPlayer’s total liability arising under or in connection with
this Agreement, whether arising in contract, tort (including
negligence) or restitution, or for breach of statutory duty or
misrepresentation, or otherwise, shall be limited to USD $50,000
(Fifty Thousand US Dollars). The foregoing limitations will not
operate to reduce either party’s obligations under Sections 6.1,
6.2 or 7, or Section 10 “Indemnification”, or either party’s
liability for personal injury (including death) caused by the
gross negligence or willful misconduct of that party, or any
violation of the provisions of Section 14 “Confidentiality”, the
Affiliate’s use of LDPlayer Intellectual Property Rights other
than in accordance with the licenses granted herein, or any
intentional breach of this Agreement.
10. INDEMNIFICATION
Affiliate (the “Indemnifying Party”) will defend at its expense
any action brought against LDPlayer (the “Indemnified Party”) by
an unaffiliated third party to the extent that it is based on a
claim (i) that the Indemnifying Party’s products or services or
any part thereof (or any Indemnifying Party’s trademarks used in
accordance with this Agreement in relation thereto), infringes
any third party intellectual property right (excluding claims
based on any (a) modification or combination for which the
Indemnifying Party is not responsible or (b) act or omission of
the Indemnified Party); or (ii) Indemnifying Party’s gross
negligence or willful misconduct. The Indemnifying Party will
pay any reasonable costs, damages and/or attorneys’ fees awarded
against the Indemnified Party in such action or payable pursuant
to a settlement agreed to by the Indemnifying Party. The
foregoing obligation shall be subject to the Indemnified Party
notifying the Indemnifying Party promptly in writing of the
claim, giving the Indemnifying Party the exclusive control of
the defense and settlement thereof (provided that the
Indemnified Party has consented to such settlement, which
consent shall not be unreasonably withheld or delayed) and
providing all reasonable assistance in connection therewith.
11. TERM AND TERMINATION
11.1. This Agreement will begin upon our acceptance of your
Affiliate application, and will continue unless terminated
hereunder
11.2. This Agreement may be terminated by either party at any
time upon notice to the other party.
11.3. Upon termination of the Agreement, Affiliate shall stop
marketing or promoting the LDPlayer Products.
11.4. Any unpaid Commission Fee earned through the date of
termination, shall be paid by LDPlayer to Affiliate within
thirty days.
12. COMMISSION FEE
12.1. Under the Affiliate Program, you will be paid a commission
fee for each Referred Install in accordance with the terms of
this Agreement (“Commission Fee”). Each Referred Install must
meet the following criteria:
Each Referred Install must have accurate tracking with your
affiliate unique ID attached to ensure correct affiliate
attribution. Each Referred Install must involve a completed
installation of a Game Offer. For example, if a visitor clicks
the download button but does complete an installation, no
Referred Install occurs.
12.2. The fee per Referred Install (“Install Rate”) is as
determined by LDPlayer and is subject to change by LDPlayer at
its sole discretion. The estimated fee rate listed in the
Affiliate Application (“Average Rate”) is an approximation based
on average rates for the geographic region the application
targets. The actual Install Rate may vary significantly from the
Average Rate.
12.3. LDPlayer reserves the right to withhold Commissions Fees
for Affiliates that are potentially fraudulent as determined by
LDPlayer in its sole discretion.
12.4. LDPlayer, in its sole discretion, reserves the right to
withhold indefinitely any Commission Fee, and/or to reverse,
deny or reject any Commission Fee, for:
All commissions generated for accounts that may be fraudulent,
including but not limited to the use of software that generates
real and fictitious information. If we deem orders to be
fraudulent or see a pattern of potentially fraudulent activity,
including, without limitation, where there are multiple accounts
from the same affiliate partner, or referral of accounts which
do not comply with this Agreement. Referred Install from
Affiliate Websites containing Affiliate Links which have been
altered in any way. Customers engaging in “Domain Speculation,”
which is determined by the identification of two (2) web hosting
accounts with the same Referred Customer’s name, email address,
or other identifying characteristic as determined by LDPlayer
and/or the identification of two (2) or more web hosting
accounts that have no content on their websites or have similar
content, templates or formatting, as determined by LDPlayer.
12.5. Any attempt by an Affiliate to manipulate, falsify or
inflate Referred Install or Commission Fees, to intentionally
defraud LDPlayer or violation of any of the terms of this
Agreement constitutes immediate grounds for LDPlayer to
terminate this Agreement.
13. COMMISSION PAYMENTS
13.1. Utilizing your Google sign-in credentials you may access
LDPlayer Affiliate Management Dashboard’s secure affiliate
account interface. From the dashboard you will be able to review
commissions earned, and review how many clicks & installs you’ve
influenced via our simplified color coded graph.
13.2. Commission Fees are calculated each calendar month by
LDPlayer. Commission Fees are payable once the outstanding
unpaid fee exceeds the payment threshold as listed in the
LDPlayer Affiliate Management Dashboard (“Payment Threshold”).
Commission Fees will be paid by LDPlayer during of the calendar
month following the month that the Payment Threshold is
exceeded. For example, if an Affiliate’s Commission Fee exceeds
the Payment Threshold in the month of January, the Commission
Fee will be paid in February.
13.3. Commission Fees shall be paid to the account listed in
your account profile. You can update or change the payment
profile at any time in the Affiliate Dashboard. Changes to
payment profile may take up to two payout cycles to take effect.
13.4. You are responsible for managing your payment form/type:
a) You may choose to receive Commission Fees in the form of a
bank transfer to your preferred account. If you elect to receive
Commission Fees in the form of a bank transfer, LDPlayer will
credit your account in the amount of your Commission Fee, as
defined in this Agreement.
13.5. LDPlayer is not responsible for any third-party fees
charged by PayPal, bank or other financial institution used to
receive Commission Fees.
13.6. LDPlayer, in its sole discretion, reserves the right to
modify the terms of this Commission payment method or schedule
at any time. Such changes shall take effect when posted.
14. CONFIDENTIALITY
14.1. Throughout the Term, each party (“Discloser”) may find it
desirable to disclose to the other party (“Recipient”) certain
information that is not public information, which Discloser
intends to protect as confidential, proprietary and/or trade
secret information. “Confidential Information” shall include,
but not be limited to, all disclosures of hardware, software,
designs, specifications, sketches, descriptions, photographs,
graphics, inventions, trade secrets, patents, copyrights, future
product plans, know-how and technology, marketing plans and
other proprietary or business information that a reasonable
recipient would identify as confidential. Recipient shall make
use of the Confidential Information solely for carrying out its
obligations under this Agreement. Recipient’s duty to protect
Confidential Information shall expire five (5) years from the
date of receipt of such Confidential Information. Recipient
shall not disclose the Confidential Information and shall
protect the Confidential Information using at least the same
degree of care, but no less than a reasonable degree of care, as
it employs to preserve and safeguard its own confidential
information of like importance. Further, Affiliate will not take
any action regarding the LDPlayer Products or LDPlayer’s
Intellectual Property that is not expressly authorized by this
Agreement.
14.2. Permitted Disclosure. Confidential Information shall not
include information which belongs to Recipient or is (i) already
known by Recipient without an obligation of confidentiality, as
demonstrated in Recipient’s written records; (ii) publicly known
or becomes publicly known (other than as result of any breach of
this Agreement or any other agreement between the parties
hereto) through no unauthorized act of Recipient; (iii)
rightfully received by Recipient from a third party that is not
a party to this Agreement without an obligation of
confidentiality; (iv) independently developed by Recipient
without the use of Confidential Information and Recipient can
prove such independent development; or (v) prior to any
disclosure, is specifically approved in writing for disclosure
by Discloser. In addition, the Recipient may disclose the
Discloser’s Confidential
14.3. Information in response to a valid order by a court or
other governmental body, or the request of any applicable stock
exchange, or as otherwise required by law; provided, however,
that the Recipient shall provide the Discloser with prior
written notice of any such disclosure that is reasonably
sufficient in length to allow the Discloser to contest such
disclosure before the appropriate court or governmental body,
and Recipient shall limit the disclosure to the Confidential
Information strictly required by such order or law.
15. GENERAL TERMS
15.1. All notices, documents, and materials (collectively
“Notices”) issued or provided by either party in connection with
this Agreement shall be in writing and delivered by email.
Notices to Affiliate shall be delivered to the e-mail address
entered in the Affiliate Application. Notices to LDPlayer shall
be delivered to market@ldplayer.net . Delivery by email shall be
deemed to arrive when the data enters the other party’s system.
15.2. This Agreement states the entire agreement between the
parties with respect to the subject matter hereof and supersedes
all prior negotiations, understandings and agreements between
the parties hereto concerning the subject matter hereof. Unless
otherwise provided herein, any amendment or modification of this
Agreement shall be made in writing signed by both parties.
15.3. Unless otherwise provided herein, no waiver of any
provision of this Agreement or any rights or obligations of
either party hereunder shall be effective, except pursuant to a
written instrument signed by the party waiving compliance, and
any such waiver shall be effective only in the specific instance
and for the specific purpose stated in such writing.
15.4. Affiliate is an independent contractor, and nothing in
this Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment
relationship between the parties. Affiliate has no authority to
make or accept any offers or representations on behalf of
LDPlayer. Affiliate will not make any statement, whether on
their sites or otherwise, that reasonably would contradict this
statement.
15.5. LDPlayer may modify any of the terms and conditions within
this Agreement at any time and at our sole discretion. These
modifications may include, but not limited to changes in the fee
schedules or payment procedures. If any of the modifications are
unacceptable to Affiliate, its sole recourse is to terminate
this Agreement.
15.6. Should any provision of this Agreement be held to be void,
invalid or inoperative, the remaining provisions of this
Agreement shall not be affected and shall continue in effect as
though such provisions were deleted.
15.7. No party shall be deemed in default of this Agreement to
the extent that performance of its respective obligations or
attempts to cure any breach are delayed or prevented by reason
of any force majeure, such as an Act of God, fire, natural
disaster, act of government; provided, that the party interfered
gives the other party notice thereof within ten (10) business
days of any such event or occurrence.
15.8. Nothing contained in this Agreement shall be construed as
creating any partnership or joint venture between the parties.
Neither party shall be authorized to act as an agent for the
other, nor shall either party enter into any agreement or
contract on behalf of the other as representative or agent.
15.9. Affiliate shall not assign this Agreement to any third
party without the prior written consent of LDPlayer.
15.10. Sections 1, 6.1, 6.2, 7.2, 8.2, 9, 10 and 14 shall
survive the termination or expiration of this Agreement.
15.11. Unless otherwise stipulated by applicable laws, this
Agreement shall be governed by the laws of the Hong Kong, as an
agreement wholly performed, negotiated and executed therein
without regard to Hong Kong’s conflict of law rules. Any dispute
arising from or in connection with this Agreement shall be
submitted to China International Economic and Trade Arbitration
Commission (CIETAC) Hong Kong Arbitration Center for arbitration
which shall be conducted in accordance with the CIETAC’s
arbitration rules in effect at the time of applying for
arbitration. The arbitral award is final and binding upon both
parties.
15.12. Affiliate represents and warrants that the terms and
conditions of this Agreement are in compliance with and
consistent with all applicable laws or regulations in their
country.
