Affiliate Terms and Conditions

1. Enrollment in the Affiliate Program

To begin the enrollment process, you will submit a completed Affiliate Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

2. Promotion of Our Affiliate Relationship

As an Affiliate Site, we will make available to you graphics and copy that you may display on your site. Product order buttons will connect your site directly to our sales transaction area. By utilizing this Link, users of your site will be able to order, directly from us, any products that are described or referenced on our site. We reserve the right to monitor your web site as we deem necessary to determine that you are maintaining and updating your site continually. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site.

3. Our Responsibilities

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will process orders placed by customers who follow special links from your site to Bavisoft. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service. We will track sales made to customers who purchase games using special links from your site to our site.

4. Referral Fees

Only games that are sold by us (to users of your site linked to our site), shipped to a customer, and for which we have received full payment will qualify for a commission. Bavisoft agrees to pay you $5 USD of each purchase attributed by Bavisoft to your source code(s). To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted. We will pay you referral fees on a monthly basis. Approximately 30 days following the end of each month, we will send you a check for the referral fees earned on games that were shipped during that month, less any taxes that we are required by law to withhold.

5. Policies and Pricing

Customers who buy games through the Affiliate Program will be deemed to be customers of Bavisoft. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and game sales will apply to those customers. We may change our policies and operating procedures at any time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular game.

6. Limited License

We grant you a non-exclusive, non-transferable, revocable right to access our site through the links solely in accordance with the terms of this agreement and solely in connection with such links to use our logos, trade names, trademarks, and similar identifying material relating to us (collectively, the "licensed material"), for the sole purpose of selling games on your site for Bavisoft. You may not alter, modify, or change the licensed materials in any way. You are only entitled to use the licensed materials to the extent that you are a member in good standing of the Affiliate Program. You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.

7. Obligations Regarding Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting game reviews, descriptions, and references on your site; the accuracy and propriety of materials posted on your site (including, but not limited to, all game-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold Bavisoft harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

8. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related game orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

10. Relationship of Parties

You and Bavisoft, are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.

11. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any games sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.

12. Limitation of Liability

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commission fees paid or payable to you under this Agreement.

13. Indemnification

You hereby agree to indemnify and hold harmless Bavisoft., 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.

14. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

15. Governing Law

This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.