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Affiliate Agreement⁣

Effective Date: December 16th 2022⁣

Primary Website: www.gamerzclass.com⁣

THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement") is⁣

provided by the following organization, hereinafter referred to as "Company":⁣

GamerzClass. Our primary website is located at the address listed above. The⁣

Agreement is a legal document between you and the Company that describes the⁣

affiliate relationship we are entering into. This Agreement covers your responsibilities as⁣

an affiliate and our responsibilities to you. Please ensure you read and understand the⁣

entirety of this document, as well as have a lawyer's assistance if you desire, because⁣

each of the terms of this Agreement are important to our working relationship.⁣

1) DEFINITIONS⁣

The parties referred to in this Agreement shall be defined as follows:⁣

a) Company, Us, We: As we describe above, we'll be referred to as the Company.⁣

Us, we, our, ours and other first-person pronouns will also refer to the Company, as⁣

well as all employees or legal agents of the Company.⁣

b) You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred⁣

to throughout this Agreement with second-person pronouns such as You, Your, or⁣

Yours.⁣

c) Parties: Collectively, the parties to this Agreement (the Company and You) will be⁣

referred to as "Parties" or individually as "Party."⁣

d) Affiliate Program: The program we've set up for our affiliates as described in this⁣

Agreement.⁣

e) Affiliate Application: The fully completed form which must be provided to us for⁣

consideration of your inclusion in the Affiliate Program.⁣

f) Website: The primary website we've noted above will be referred to as Website.⁣

2) ASSENT & ACCEPTANCE⁣

By submitting an application to our Affiliate Program, you warrant that you have read⁣

and reviewed this Agreement and that you agree to be bound by it. If you do not agree⁣

to be bound by this Agreement, please leave the website immediately and do not submit⁣

an application to our Affiliate Program. This Agreement specifically incorporates by⁣

reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or⁣

other legal documents which we may have on our website.⁣

3) AGE RESTRICTION⁣

You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this⁣

Website. By submitting an application to our Affiliate Program, you represent and⁣

warrant that you are at least 18 years of age and may legally agree to this Agreement.⁣

The Company assumes no responsibility or liability for any misrepresentation of your⁣

age.⁣

4) PROGRAM SIGN-UP⁣⁣

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate⁣

Application to join. The Affiliate Application may be found at the following website:⁣

https://offers.gamerzclass.com/affiliate/.⁣

Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program.⁣

We evaluate each and every application and are the sole and exclusive decision-makers⁣

on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program,⁣

we will attempt to notify you in a reasonable manner. If you do not hear from us within a⁣

reasonable time frame, please consider your application rejected. We are not obligated⁣

to provide you any explanation for your rejection, but please be advised we may reject⁣

applicants for any reason or manner, including but not limited to a website or social⁣

media page which violates our Acceptable Use Policy.⁣

If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is⁣

accepted, each of the terms and conditions in this Agreement applies to your⁣

participation. We may also ask for additional information to complete your Affiliate⁣

Application or for you to undertake additional steps to ensure eligibility in the Affiliate⁣

Program.⁣

5) NON-EXCLUSIVITY⁣

This Agreement does not create an exclusive relationship between you and us. You are⁣

free to work with similar affiliate program providers in any category. This agreement⁣

imposes no restrictions on us to work with any individual or company we may choose.⁣

6) AFFILIATE PROGRAM⁣

After your acceptance in the Affiliate Program, you must ensure your account is set up⁣

thoroughly, including specific payout information and location (such as a bank or online⁣

account which we may use to post payment).⁣

Please be advised the below is a general description of the Affiliate Program.⁣

Everything contained in this subsection is subject to the specific terms and⁣

conditions throughout the rest of this Agreement.⁣

Clicks: We will provide you with a specific link or links, personalized to you as an⁣

Affiliate, for your promotion (collectively, "Click Link"). The Click Link will be keyed to⁣

your identity and will send online users to the Company's website or websites. You⁣

hereby agree to fully cooperate with us regarding the Link and that you will explicitly⁣

comply with all of the terms of this Agreement for the promotion of the Click Link at all⁣

times. We may modify the specific link or links and will notify you if we do so. You agree⁣

to only use links which are prior approved by us and to display the Click Link prominently⁣

on your website or social media page, as described in your Affiliate Application⁣

(collectively, the "Affiliate Site").⁣

No cookie stuffing: You agree not to use cookie "stuffing," or other techniques which⁣

may incorporate a tracking code without specific knowledge of the online user.⁣

All information which will be displayed on the Affiliate Site regarding the Company must⁣

be approved by us in writing prior to display.⁣

Sales: We will provide you with a specific link or links which correspond to certain⁣

products we are offering for sale (collectively, the "Sales Link"). The Sales Link will be⁣

keyed to your identity and will send online users to the Company's website or websites.⁣

You hereby agree to fully cooperate with us regarding the Sales Link and that you will⁣

explicitly comply with all of the terms of this Agreement for the promotion of the Sales⁣

Link at all times. We may modify the specific link or links and will notify you if we do so.⁣

You agree to only use links which are prior approved by us and to display the Sales Link⁣

prominently on your website or social media page, as described in your Affiliate⁣

Application (collectively, the "Affiliate Site").⁣

Each time a user clicks through the Link posted on the Affiliate Site and completes the⁣

sale of the product or service and we determine it is a Qualified Purchase, as described⁣

below, you will be eligible to receive a percentage of the transaction (after payment fees)⁣

depending on what product is bought. The specific percentage can be found on the⁣

affiliate site, but it is between 20%-50%.⁣

7) SPECIFIC TERMS APPLICABLE⁣

We will determine whether payout is permissible in our sole and exclusive discretion. We⁣

reserve the right to reject clicks and/or sales that do not comply with the terms of this⁣

Agreement.⁣

Processing and fulfillment of orders will be our responsibility. We will also provide realtime⁣

data regarding your account with us through the portal on which you log into the⁣

website.⁣

User purchases must be "Qualified Purchases." Qualified Purchases:⁣

a) Must not be referred by any other partner or affiliate links of the Company (in⁣

other words, Qualified Purchases are only available through your specific Affiliate⁣

Link;⁣

b) May not be purchased by an already-existing partner or affiliate of the Company;⁣

c) May not be purchased prior to the Affiliate joining the Affiliate Program;⁣

d) May only be purchased through a properly-tracking Affiliate Link;⁣

e) May not be purchased by a customer in violation of any of our legal terms or⁣

Acceptable Use Policy;⁣

f) May not be fraudulent in any way, in the Company's sole and exclusive discretion;⁣

g) May not have been induced by the Affiliate offering the customer any coupons or⁣

discounts;⁣

8) PAYOUT INFORMATION⁣

Payouts will only be available when the Company has your current address information⁣

as well as accounting and tax documentation. Accounting information may include the⁣

routing and account number of a bank where you wish to post a direct deposit or may⁣

include an email address for an online method of payment.⁣

Currently, the Company employs the following methods of payout:⁣

PayPal,⁣

Bank Transfer⁣

For any changes in your address or accounting information, you must notify us⁣

immediately and we will endeavor to make the changes to your payout information as⁣

soon as possible.⁣

Payouts will be available the month or period after they accrue. For example, if payouts⁣

are made every month, an entire month must finish for the payout of that period to be⁣

available in the following period.⁣

We explicitly reserve the right to change payout information at our sole and exclusive⁣

discretion. If we do so, you will be notified.⁣

Payouts are also subject to the following restriction:⁣

a) Payouts are only available when a threshold of the following amount is met: $200.⁣

For any disputes as to payout, the Company must be notified within thirty days of your⁣

receipt of the payout. We will review each dispute notification as well as the underlying⁣

payout transaction to which it is related. Disputes filed after thirty days of payout will not⁣

be addressed.⁣

9) REPORTS⁣

You may log into your account with us to review reports related to your affiliation, such⁣

as payout reports and Qualified Click and/or Purchase information. Please be advised⁣

however, not all listed qualifying clicks and/or purchases have been fully reviewed⁣

for accuracy in the reports viewable by you in real-time and therefore may be subject to⁣

change prior to payout.⁣

10) TERM, TERMINATION & SUSPENSION⁣

The term of this Agreement will begin when we accept you into the Affiliate Program. It⁣

can be terminated by either Party at any time with or without cause.⁣

You may only earn payouts as long as you are an Affiliate in good standing during the⁣

term. If you terminate this Agreement with us, you will qualify to receive payouts earned⁣

prior to the date of termination.⁣

If you fail to follow the terms of this Agreement or any other legal terms we have posted⁣

anywhere on our website or websites, you forfeit all rights, including the right to any⁣

unclaimed payout.⁣

We specifically reserve the right to terminate this Agreement if you violate any of the⁣

terms outlined herein, including, but not limited to, violating the intellectual property⁣

rights of the Company or a third party, failing to comply with applicable laws or other⁣

legal obligations, and/or publishing or distributing illegal material.⁣

At the termination of this Agreement, any provisions that would be expected to survive⁣

termination by their nature shall remain in full force and effect.⁣

11) INTELLECTUAL PROPERTY⁣

You agree that the intellectual property owned by the Company includes all copyrights,⁣

trademarks, trade secrets, patents, and other intellectual property belonging to the⁣

Company ("Company IP").⁣

Subject to the limitations listed below, we hereby grant you a non-exclusive, nontransferable,⁣

revocable license to access our websites in conjunction with the Affiliate⁣

Program and use the Company IP solely and exclusively in conjunction with identifying⁣

our company and brand on the Affiliate Site to send customers to the Affiliate links we⁣

provide. You may not modify the Company IP in any way and you are only permitted to⁣

use the Company IP if you are an Affiliate in good standing with us.⁣

We may revoke this license at any time and if we find that you are using the Company IP⁣

in any manner not contemplated by this Agreement, we reserve the right to terminate⁣

this Agreement.⁣

Other than as provided herein, you are not permitted to use any of the Company IP or⁣

any confusingly similar variation of the Company IP without our express prior written⁣

permission. This includes a restriction on using the Company IP in any domain or⁣

the website name, in any keywords or advertising, in any metatags or code, or in any way⁣

that is likely to cause consumer confusion.⁣

Please be advised that your unauthorized use of any Company IP shall constitute⁣

unlawful infringement and we reserve all of our rights, including the right to pursue an⁣

infringement suit against you in federal court. You may be obligated to pay monetary⁣

damages or legal fees and costs.⁣

You hereby provide us a non-exclusive license to use your name, trademarks and⁣

servicemarks if applicable and other business intellectual property to advertise our⁣

Affiliate Program.⁣

12) MODIFICATION & VARIATION⁣

The Company may, from time to time and at any time, modify this Agreement. You⁣

agree that the Company has the right to modify this Agreement or revise anything⁣

contained herein. You further agree that all modifications to this Agreement are in full⁣

force and effect immediately upon posting on the Website and that modifications or⁣

variations will replace any prior version of this Agreement, unless prior versions are⁣

specifically referred to or incorporated into the latest modification or variation of this⁣

Agreement. If we update or replace the terms of this Agreement, we will let you know via⁣

electronic means, which may include an email. If you don't agree to the update or⁣

replacement, you can choose to terminate this Agreement as described below.⁣

a) To the extent any part or subpart of this Agreement is held ineffective or invalid⁣

by any court of law, you agree that the prior, effective version of this Agreement⁣

shall be considered enforceable and valid to the fullest extent.⁣

b) You agree to routinely monitor this Agreement and refer to the Effective Date⁣

posted at the top of this Agreement to note modifications or variations. You further⁣

agree to clear your cache when doing so to avoid accessing a prior version of this⁣

Agreement.⁣

13) RELATIONSHIP OF THE PARTIES⁣

Nothing contained within this Agreement shall be construed to form any partnership,⁣

joint venture, agency, franchise, or employment relationship. You are an independent⁣

contractor of the Company and will remain so at all times.⁣

14) ACCEPTABLE USE⁣

You agree not to use the Affiliate Program or our Company for any unlawful purpose or⁣

any purpose prohibited under this clause. You agree not to use the Affiliate Program in⁣

any way that could damage our websites, products, services, or the general business of⁣

the Company.⁣

a) You further agree not to use the Affiliate Program:⁣

I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;⁣

II) To violate any intellectual property rights of the Company or any third party;⁣

III) To upload or otherwise disseminate any computer viruses or other software that⁣

may damage the property of another;⁣

IV) To perpetrate any fraud;⁣

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;⁣

VI) To publish or distribute any obscene or defamatory material;⁣

VII) To publish or distribute any material that incites violence, hate, or discrimination⁣

towards any group;⁣

VIII) To unlawfully gather information about others.⁣

15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE⁣

You are responsible for ensuring operation and maintenance of the Affiliate Site,⁣

including technical operations, written claims, links, and accuracy of materials. You must⁣

ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual⁣

property rights of any third party or otherwise violate any legal rights.⁣

We may monitor your account, as well as clicks and/or purchases coming through your⁣

account. If we determine you are not in compliance with any of the terms of this⁣

Agreement, we have the right to immediately terminate your participation in the Affiliate⁣

Program.⁣

We require all of our Affiliates to comply with all applicable statutes, regulations, and⁣

guidelines set by the federal government. The Federal Trade Commission requires that⁣

affiliate relationships, such as the relationship between you and the Company, be⁣

disclosed to consumers.⁣

We recommend that you seek independent legal counsel to advise you of our⁣

obligations to disclose in this manner.⁣

You are required to post a conspicuous notice on your website regarding the Affiliate⁣

Program. The notice does not have to contain the precise words as the example given⁣

below, but should be similar:⁣

We engage in affiliate marketing whereby we receive funds through clicks to our affiliate⁣

program through this website or we receive funds through the sale of goods or services⁣

on or through this website. We may also accept advertising and sponsorships from⁣

commercial businesses or receive other forms of advertising compensation.⁣

We also require you to comply with any and all applicable data privacy and security laws⁣

and regulations, including all of those which may impact your country of residence or⁣

your visitors. Such regulations include, but are not limited to, any applicable laws in the⁣

United States or the General Data Protection Regulation of the European Union. We⁣

also require that you implement adequate organizational and technical measures to⁣

ensure an appropriate level of security for the data that you process.⁣

If we find you are not in compliance with any of the requirements of this subpart, we may⁣

terminate our relationship with you at our sole and exclusive discretion.⁣

16) REVERSE ENGINEERING & SECURITY⁣

You agree not to undertake any of the following actions:⁣

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or⁣

software from or on any of our websites or services;⁣

b) Violate the security of any of our websites or services through any unauthorized⁣

access, circumvention of encryption or other security tools, data mining or⁣

interference to any host, user or network.⁣

17) DATA LOSS⁣

The Company does not accept responsibility for the security of your account or content.⁣

You agree that your participation in the Affiliate Program is at your own risk.⁣

18) INDEMNIFICATION⁣

You agree to defend and indemnify the Company and any of its agents (if applicable)⁣

and hold us harmless against any and all legal claims and demands, including⁣

reasonable attorney's fees, which may arise from or relate to your use or misuse of the⁣

Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree⁣

that the Company shall be able to select its own legal counsel and may participate in its⁣

own defense, if the Company wishes.⁣

19) SPAM POLICY⁣

You are strictly prohibited from using the Affiliate Program for illegal spam activities,⁣

including gathering email addresses and personal information from others or sending⁣

any mass commercial emails.⁣

20) ENTIRE AGREEMENT⁣

This Agreement constitutes the entire understanding between the Parties with respect to⁣

the Affiliate Program. This Agreement supersedes and replaces all prior or⁣

contemporaneous agreements or understandings, written or oral.⁣

21) SERVICE INTERRUPTIONS⁣

The Company may need to interrupt your access to the Affiliate Program to perform⁣

maintenance or emergency services on a scheduled or unscheduled basis. You agree⁣

that your access may be affected by unanticipated or unscheduled downtime, for any⁣

reason, but that the Company shall have no liability for any damage or loss caused as a⁣

result of such downtime.⁣

22) NO WARRANTIES⁣

You agree that your use of the Affiliate Program is at your sole and exclusive risk and⁣

that any services provided by us are on an "As Is" basis. The Company hereby⁣

expressly disclaims any and all express or implied warranties of any kind, including, but⁣

not limited to the implied warranty of fitness for a particular purpose and the implied⁣

warranty of merchantability. The Company makes no warranties that the Affiliate⁣

Program will meet your needs or that it will be uninterrupted, error-free, or secure. The⁣

Company also makes no warranties as to the reliability or accuracy of any information.⁣

You agree that any damage that may occur to you, through your computer system, or as⁣

a result of loss of your data from your use of the Affiliate Program is your sole⁣

responsibility and that the Company is not liable for any such damage or loss.⁣

23) LIMITATION ON LIABILITY⁣

The Company is not liable for any damages that may occur to you as a result of your⁣

participation in the Affiliate Program, to the fullest extent permitted by law. The maximum⁣

liability of the Company arising from or relating to this Agreement is limited to one⁣

hundred ($100) US Dollars. This section applies to any and all claims by you, including,⁣

but not limited to, lost profits or revenues, consequential or punitive damages,⁣

negligence, strict liability, fraud, or torts of any kind.⁣

24) GENERAL PROVISIONS:⁣

A) LANGUAGE: All communications made or notices given pursuant to this⁣

agreement shall be in the English language.⁣

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the⁣

Affiliate Program, you agree that Denmark shall govern any matter or dispute⁣

relating to or arising out of this Agreement, as well as any dispute of any kind that⁣

may arise between you and the Company, with the exception of its conflict of law⁣

provisions. In case any litigation specifically permitted under this Agreement is⁣

initiated, the Parties agree to submit to the personal jurisdiction of the state and⁣

federal courts of the following county: Copenhagen, Denmark. The Parties agree⁣

that this choice of law, venue, and jurisdiction provision is not permissive, but rather⁣

mandatory in nature. You hereby waive the right to any objection of venue, including⁣

assertion of the doctrine of forum non conveniens or similar doctrine.⁣

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out⁣

of this Agreement, the Parties shall first attempt to resolve the dispute personally⁣

and in good faith. If these personal resolution attempts fail, the Parties shall then⁣

submit the dispute to binding arbitration. The arbitration shall be conducted in the⁣

following county: Copenhagen. The arbitration shall be conducted by a single⁣

arbitrator, and such arbitrator shall have no authority to add Parties, vary the⁣

provisions of this Agreement, award punitive damages, or certify a class. The⁣

arbitrator shall be bound by applicable and governing Federal law as well as the law⁣

of Denmark. Each Party shall pay their own costs and fees. Claims necessitating⁣

arbitration under this section include, but are not limited to: contract claims, tort⁣

claims, claims based on Federal and state law, and claims based on local laws,⁣

ordinances, statutes or regulations. Intellectual property claims by the Company will⁣

not be subject to arbitration and may, as an exception to this subpart, be litigated.⁣

The Parties, in agreement with this subpart of this Agreement, waive any rights they⁣

may have to a jury trial in regard to arbitral claims.⁣

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be⁣

assigned, sold, leased or otherwise transferred in whole or part by you. Should this⁣

Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise⁣

transferred by the Company, the rights and liabilities of the Company will bind and⁣

inure to any assignees, administrators, successors, and executors.⁣

E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or⁣

unenforceable by a court of law or competent arbitrator, the remaining parts and⁣

subparts will be enforced to the maximum extent possible. In such condition, the⁣

remainder of this Agreement shall continue in full force.⁣

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement,⁣

this shall not constitute a waiver of any future enforcement of that provision or of any⁣

other provision. Waiver of any part or subpart of this Agreement will not constitute a⁣

waiver of any other part or subpart.⁣

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under⁣

this Agreement are for convenience and organization, only. Headings shall not⁣

affect the meaning of any provisions of this Agreement.⁣

H) FORCE MAJEURE: The Company is not liable for any failure to perform due to⁣

causes beyond its reasonable control including, but not limited to, acts of God, acts⁣

of civil authorities, acts of military authorities, riots, embargoes, acts of nature and⁣

natural disasters, and other acts which may be due to unforeseen circumstances.⁣

I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are⁣

permitted to both Parties under this Agreement, including email or fax. For any⁣

questions or concerns, please email us at the following address:⁣

oliver@gamerzclass.com.⁣