Affiliate Terms and Conditions
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know.
References below to "Play Chest, “we” or “us” shall be read as references to Play Chest Limited.
1. Scope Of The Terms And Conditions
1.1. These Terms and Conditions apply to affiliate accounts on the website www.playchest.co.uk and supersede all others. Receipt of acknowledgement of order by you, constitutes your acceptance that our conditions are the only conditions that apply to the contract notwithstanding any purported terms put forward by you.
1.2. This page (together with the documents expressly referred to on it) tells you (Affiliate) information about us (Play Chest) and the legal terms and conditions (Terms) on which Play Chest supplies any of the Affiliate Services (Partner Programme, Programme, Affiliate Programme) on the website www.playchest.co.uk (Website).
1.3. To the extent there is any inconsistency between the provisions of these Terms and the provisions of any other documents issued by Play Chest which are contained on the Website or otherwise made available to Affiliate, the provisions of these Terms shall prevail.
1.4. You should read these Terms carefully and make sure it understands them before registering for an Affiliate Account from the Website. Please note that before registering an Affiliate Account, you will be asked to agree to these Terms. Affiliate should print a copy of these Terms for future reference.
1.5. Play Chest may amend these Terms from time to time. These Terms were most recently updated in MARCH 2017.
1.6 The contract between Play Chest and the Affiliate shall be governed by and construed in accordance with English Law.
2. Information About Play Chest
2.1. Play Chest operate the Website. Play Chest is a trading name of PIXART DESIGN STUDIO Ltd. PIXART DESIGN STUDIO Ltd is a company registered in England and Wales under company number 9143871 with its registered office at 119 Victoria Road East, Thornton Cleveleys, Lancashire, FY5 5HQ.
2.2. To contact Play Chest, please refer to the Contact page http://www.playchest.co.uk/contact-us.
3. Affiliate Obligations
3.1. To begin the enrolment process, you will complete and submit the online application on Website. 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. We may cancel your application if we determine that your site is unsuitable for our Affiliate Programme, including if it:
3.1.1. Promotes sexually explicit materials
3.1.2. Promotes violence
3.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
3.1.4. Promotes illegal activities
3.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
3.1.6. Includes "Play Chest" or variations or misspellings thereof in its domain name
3.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
3.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
3.1.9. You may not create or design your 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 Play Chest or any other affiliated business.
3.2. As a member of the Affiliate Program, you will have access to the Affiliate account interface. Here you will be able to review our Programme details and download HTML code (that provides for links to web pages within the Website) and banner, browse and get tracking codes. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
3.3. Play Chest 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.
3.4. 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.
3.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's 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 another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
4. Play Chest Rights and Obligations
4.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Play Chest Affiliate Program.
4.2. Play Chest reserves the right to terminate this Agreement and your participation in the Play Chest Affiliate Program immediately and without notice to you should you commit fraud in your use of the Play Chest Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Play Chest shall not be liable to you for any commissions for such fraudulent sales.
4.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Play Chest Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Play Chest Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
7.1. Play Chest handles all payments.
7.2. Play Chest pays any due commissions on the following set dates: February 28th, April 28th, June 28th, August 28th, October 28th and December 28th. If the 28th falls on a weekend or bank holiday then any due commissions will be paid on the following working day. These dates can be found in the Affiliate account interface by logging in.
7.3. Payments are made to the preferred method of payment at the time of payment which can be updated via the Affiliate account interface. Play Chest is not responsible for incorrectly entered payment information.
8. Access to Affiliate Account Interface
You will create a password so that you may enter Play Chest secure Affiliate account interface. You will be able to receive reports that will display commissions due to you.
9. Promotion Restrictions
9.1. You are free to promote your own web sites, but naturally any promotion that mentions Play Chest 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 Play Chest. 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 Play Chest 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 Play Chest 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 Play Chest. 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 Play Chest Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
9.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Play Chest, playchest, www.playchest, www.playchest.co.uk, 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 violators, and will be banned from Play Chest Affiliate Program.
9.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads.
10. Grant of Licenses
10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Play Chest Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Play Chest and the good will associated therewith will inure to the sole benefit of Play Chest.
10.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
PLAY CHEST MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PLAY CHEST SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PLAY CHEST ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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. Representations and Warranties
You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL PLAY CHEST CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Play Chest, 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.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Play Chest. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
16.3. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
16.5. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
16.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.