Terms & Conditions
TERMS OF SERVICE
These Terms of Service govern your rights and obligations, as users of the Portal administered and managed by R3G. Currently, this portal is managed by R3G, namely, R3G.com. Unless otherwise provided by R3G, this portal introduced and managed by R3G shall be governed by these Terms of Service.
By registering an account with R3G, you acknowledge and accept that your usage of the Portal shall be governed by these Terms of Service and any other specific rules, procedures, terms and conditions for the products, services or facilities offered as determined or as may be amended by R3G at any time or from time to time at its absolute discretion.
CANCELLATION AND REFUND POLICY FOR ALL DIGITAL PRODUCTS
R3G.com reserves the right to issue refunds or credits at our sole discretion. While we make no representations or warranties that these digital products will meet with individual Purchaser tastes or expectations, if the product is found to be less than what you expected, you may apply for a refund.
However, before starting the refund process, we want you to be aware that we will be pleased to assist you in resolving any problem you are having. Feel free to contact us via info@R3G.com
The following refund policy applies to digital products below and not limited to
Accounts Sold Cannot be refunded or canceled.
A partial refund may apply for undelivered goods. But goods traded are not refundable
A partial refund may apply for undelivered goods. But goods traded are not refundable
In these Terms of Service, the following words and expression shall have the following meanings unless the context otherwise requires: Account : means your account duly registered with R3G to facilitate you using the Services available on the Portal; Buyer : means a person who purchases items on the Portal; Gift Card : means an electronic gift card purchased on any of the Portal which contains a stored value available for redemption on the Portal; Items : means the goods and services listed by you for sale on the Portal and “Item” shall mean any one of them; WOR Tokens : means the tokens rewarded to you by R3G for purchase of goods and services on the Portal, and includes such other description used for these points at any time; Parties : means collectively, R3G and you and “Party” shall mean any one of them; Portal : means collectively, the web Portal presently known as R3G.com and web Portal of R3G administered and managed by R3G; Services : means the services provided by R3G on the Portal, including, without limitation, reselling and retailing online games and related merchandises, games publishing, online marketplace for sale of Items, subject to the conditions in these Terms of Service; Purchased Item : means your item listed on the Portal purchased by the Buyer; Store Credit : means the electronic credit value available in the Account at any time; Terms of Service : means these Terms of Service governing the use of the Services by you as may be amended at any time and from time to time as and when R3G shall in its absolute discretion deems necessary and shall include: (i) any rules, procedures, Terms of Service for products, services or facilities, as determined by R3G from time to time; and (ii) any documents, directives, correspondence and agreements referred to in these Terms of Service and forming a part hereof, together with any amendments made at any time or from time to time to any of the foregoing; and Virtual Items : means collectively, virtual in-games items and virtual currency, including, without limitation, virtual coins, token or points acquired in the course of playing games on the Portal.
2. License to Use
In consideration of you agreeing to these Terms of Service and your continuing observance and compliance of these Terms of Service, R3G hereby grants you a non-exclusive, non-transferable license to access the Portal and use the Services upon the terms and subject to the conditions stated herein.
3. Representations and Warranties
Each time when you access the Portal (or any of them), you irrevocably and unconditionally represents and warrants that:
you are above 18 years old. Should you be less than 18 years old, your parents are aware and have consented to you accessing the Portal and using the Services;
your personal information and the documentation submitted in this respect, including, without limitation, your full name, telephone number, correspondence address and email address, are true and accurate. You shall forthwith notify us in writing of any changes in your personal information;
you shall keep the password to the Account secure and confidential. You shall not at any time and under any circumstances reveal or disclose your password to the Account to any unauthorized party and shall take all steps to prevent the disclosure of the password to the Account to any unauthorized party;
save as otherwise permitted by R3G, you shall not, directly or indirectly, use the Services for any commercial purposes;
you shall not to use the Portal or the Services (or any of them) to conduct any fraudulent, immoral or illegal activities or such activities that may infringe the intellectual property rights of third parties;
you shall not use any intellectual property belonging to R3G or any publishers listed on the Portal, including, without limitation, trademarks or trade names, whether registered or not, without the prior written consent of R3G; and
you shall not be disruptive, be offensive or be a nuisance in any manner whatsoever to other users of the Portal or the employees of R3G.
you shall not directly or indirectly recruit and/or poach any customers obtained from the usage of the Portal
4. Use of Services
You shall procure, at your own costs and expenses, the requisite equipment and software to connect and access the Portal and the ensuing use of the Services. You shall bear all charges and fees imposed by third parties in relation to and in connection with you connecting your equipment to the Portal (or any of them)
It is your primary responsibility to ensure that you are acquainted with the guidelines and procedures for the use of the Services that R3G may issue from time to time. R3G shall not be liable for any errors, losses or damages caused by your use of the Services.
It is your responsibility to secure the information of your Account. Any notification or confirmation received by R3G from your Account shall be deemed to have been issued by you notwithstanding that such notification or confirmation may have been issued by a third party, whether authorized or otherwise, and you shall be bound by such notification or confirmation.
R3G shall not be liable for acting on the notification or confirmation sent through your Account. R3G shall not be obliged to investigate the authenticity or authority of persons affecting the notification or confirmation or verify the completeness of such notification or confirmation. Such notification or confirmation shall be deemed irrevocable and binding on you upon receipt by R3G notwithstanding any error, fraud, forgery and lack of clarity or misunderstanding in respect of the terms of such notification or confirmation. You shall immediately notify R3G upon receipt of incomplete, garbled or inaccurate data or information from R3G. You shall also immediately notify R3G upon receipt of any data or information which is not intended for you and you shall delete such data or information from your Account.
You acknowledge and agree that R3G may at its absolute discretion refuse or permit you to use the Services without giving any reason or notice thereof.
Unless otherwise permitted by R3G in writing, you shall not upload, post, email transmit or otherwise make available any unauthorized or illegal activities on the Portal or directly to other users of the Portal.
You shall not upload, post, email, transmit or in any other manner whatsoever make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication equipment, including, without limitation, the Portal.
You irrevocably and unconditionally allow and permit R3G to send to your Account updates on services and events offered or provided by R3G.
5. Virtual Items
All Virtual Items reflected in the Account are not actually owned by you.
You merely have a license to use the Virtual Items on the Portal (or any of them) in accordance with such terms as R3G may impose from time to time.
The value of the Virtual Items reflected in the Account does not represent any credit value in real currency. The Virtual Items cannot be exchanged for real cash.
Unless otherwise permitted by R3G in writing, you are prohibited from selling, transferring or otherwise dispose of the Virtual Items to any other persons, whether within or outside the confines of the Portal (or any of them).
You may pay for the Services in such currency that is available on the Portal in accordance with the prevailing exchange rate determined by R3G at its absolute discretion.
You shall be solely liable to make payments and applicable taxes, if any, in relation to and in connection with the usage of the Services (or any of them) through the Account.
R3G shall have the absolute discretion to cancel any payment request made by you without assigning any reasons whatsoever.
R3G shall be entitled to vary or modify or remove the modes of payment available on the Portal (or any of them) at any time without prior notice to you.
7. Sale of Items
You may list and sell your Items on the Portal in accordance with the procedures set out herein. Prior to you listing your Items on the Portal, you must submit to R3G, your telephone number and email address.
R3G may at its absolute discretion:
1. remove or suspend, without any notice to you, any of the Items listed by you if R3G is of the opinion that you have breached the terms of these Terms of Service viz-a-viz such Items;
2. categorise you into the relevant group of sellers based on R3G’ criteria; and
3. determine the range of prices for each Item listed on the Portal.
By listing the Items on the Portal, you have acknowledged and confirmed that:
1. you are the legal and beneficial owner of the Items; and that you have permission to the usages of any pictures that you have uploaded.
2. you have the right to list and sell the Items;
3. you are able and ready to transfer title and interest in the Items to the Buyer as and when the Buyer makes payment to R3G;
4. you warrant and represent to all persons viewing the Items on the Portal that the Items are accurately described, good quality and fit for their respective purpose; and
5. you are licensed to use the intellectual property contained or comprised in the Items and/or pictures and you have not infringed any third-party intellectual property rights.
You acknowledge and agree that R3G is merely acting as a provider of the Portal which enables you to use the Services. R3G shall not in any manner whatsoever be construed, at law or otherwise, to owe a fiduciary duty to you in respect of the obligations on the part of the Buyer to pay the price of the Purchased Item and the amount of such payment.
You shall resolve directly with the Buyer, any claims or complaints made by the Buyer in respect of the price, quality and condition of the Purchased Items. You shall be liable for all claims in relation to and in connection with the Purchased Items, including, without limitation, defective quality and misdescription of Purchased Items.
You shall deliver the Purchased Item to the Buyer upon our notification to you that the Buyer had paid to us, the purchase price of the Purchased Item. Such delivery of Purchased Item shall be in accordance with R3G’ delivery procedures. In amplification, all communication tools provided by R3G are strictly for performing the delivery of the Purchased Item to the Buyer. You are not permitted to use such communication tools for any other purposes.
You shall indemnify and keep R3G indemnified in respect of loss or damage or against any claims, proceedings, costs, demands, liabilities and expenses whatsoever sustained or incurred by R3G as a result of a breach of warranties or representations or any terms and conditions of these Terms of Service by you or your failure to perform any of your obligations under these Terms of Service.
You hereby irrevocably and unconditionally authorize R3G to forward your contact information to the relevant Buyer upon the Buyer’s payment of the Purchased Item with us.
Upon R3G’ satisfactory receipt of the requisite documents and confirmation from you as evidence that you had delivered the Purchased Items to the Buyer in accordance with R3G’ delivery procedures, R3G will credit the purchase price of such delivered Purchased Items into the Account in the form of Store Credit, after deducting the handling costs and fees due and payable by you to R3G for such delivered Purchased Items Provided Always that R3G has not received any notice of dispute from the Buyer. In this respect, you hereby irrevocably and unconditionally agree and authorize R3G to make such deductions of handling costs and fees from the purchase price of such delivered Purchased Items. For the avoidance of doubt, any payments made by R3G to the Account shall be in accordance with the timeframe and cut-off time determined by R3G, subject to such variation or modification as R3G shall in it absolute discretion determine from time to time.
If you fail to resolve a dispute with the Buyer pursuant to Clause 7.5, and such dispute is referred to R3G for resolution (“Referred Dispute”), you hereby irrevocably and unconditionally authorize R3G to make a final decision at its absolute discretion.
If R3G resolves the Referred Dispute:
1. in favour of the Buyer, then, you hereby unconditionally and irrevocably authorize R3G to refund to the Buyer all payments made by the Buyer in respect of the Purchased Items forming the subject-matter of the Referred Dispute. You shall bear all costs and fees incurred by R3G in making such refund to the Buyer; or
2. in your favour, R3G shall then release to you, the purchase price of the Purchased Items forming the subject-matter of the Referred Dispute after deducting all costs and expenses incurred by R3G in resolving the Referred Dispute.
In the event that you wish to withdraw the purchase price of the Purchased Items from the Account, you are then required to submit to R3G, a copy of your identity card or passport.
8. Availability of Services
The Services are usually available on a daily basis unless otherwise specified herein.
There may be certain times that the Services may not be available due to maintenance or malfunction of the Portal or such other reasons beyond the control of R3G. R3G makes no warranty that the Services will be available at the times stated herein.
Unless otherwise provided in these Terms of Service, R3G shall be entitled at its absolute discretion, without notice to you, to change the procedures, the mode of operation of the Services at any time and from time to time for any reason whatsoever.
Notwithstanding any provisions to the contrary in these Terms of Service, R3G shall be entitled to:
1. immediately terminate, discontinue, withdraw or suspend your use of the Services without notice; or
2. impose conditions or restrictions on your use of the Service without notice.
In addition to and not in derogation of Clause 8.4, if you do not utilise the Services for a continuous period of three (3) months, R3G may, at its absolute discretion, charge a fee for the maintenance of your Account.
9. Store Credit
You must maintain sufficient Store Credit in the Account before you use the Services.
Store Credit can be topped-up in the Account through the payment methods listed on the Portal.
Store Credit can be used to purchase any of the Services or Items.
If there is insufficient Store Credit when you purchase any of the Services, R3G shall have the absolute discretion to either:
1. reject or suspend the transaction; or
2. require you to pay the shortfall through any of the other methods of payment available on the Portal.
R3G shall, as and when it deems fit, amend, modify, remove or add any Store Credit or Store Credit account without prior notice to you.
The Store Credit in the Account shall automatically expire on the last day of the second (2nd) year from the day when the Store Credit was first credited into the Account or such other timeframe as R3G may determine, without prior notice given by R3G.
10. G2A Pay
11. Limitation on Liability
You agree and confirm that you shall not hold R3G, its employees, agents or licensees, liable for any special, incidental or consequential damages arising out of and in relation to the Services or these Terms of Service.
12. Intellectual Property Rights
All copyrights, trademarks, service marks belong to the corresponding owners/publishers and R3G is not related or associated with any of the said owners/publishers in any respect. All services offered on the Portal are offered by R3G Sellers, not the owners/publishers.
13. Reliability of Portal
You are aware that all transactions conducted on the Portal are through telecommunication and data network.
You are fully aware that your receipt of the notification from R3G and vice versa may be delayed or prevented by factors affecting the relevant service providers and other relevant parties. You accept that R3G cannot guarantee the prompt delivery of such notification or confirmation.
You acknowledge and confirm that you shall take all steps and measures to check and verify the transaction history of your Account.
You shall immediately notify R3G if you are aware or believe your Account has been hacked or compromised.
You shall be liable for all transactions conducted through your Account at any time prior to the receipt by R3G of your notification as stated in Clause 14.1.
15. Disclosure of Information
R3G shall be entitled and you irrevocably and unconditionally consents and authorizes R3G to the extent permitted by law, to disclose or release any information pertaining to you or your transactions through the Portal to such extent that R3G may at its absolute discretion deem fit to:
1. such persons as R3G may be required to disclose under the applicable law;
2. such other persons or entity pursuant to any governmental directive or order of the court; or
3. any other party whomsoever as R3G deems fit.
Save as otherwise permitted in Clause 15.1, R3G will not disclose your personal information to any other party without prior notification to you.
16. Applicable Laws and Regulations
Your use of the Services shall be governed by the jurisdiction where the contracting entity of R3G is domiciled.
Where required, you shall obtain the approval or consent or permission of the relevant regulatory authorities prior to using the Services.
For cross-border transactions, you shall not violate the laws existing in the countries involved in the transaction.
You shall fully indemnify, defend and hold R3G and its related corporations harmless from and against any and all suits, actions, judgements, damages, costs, losses, expenses (including legal fees on a solicitors and client basis) and other liabilities arising from a breach or contravention or non-compliance with any provision of this Clause 16.
17. Suspension, Termination, Cancellation of Services
The Services (or any part thereof) may be canceled by R3G at any time without prior notice to you. After cancellation, the Services (or any part thereof) may be reinstated in such manner and on such Terms of Service as R3G may at its absolute discretion determine.
R3G reserves the right at all times to suspend or block access to and use of the Services (or any part thereof) for any reason whatsoever and for any length of time and upon any conditions that R3G may at its absolute discretion determine.
Upon cancellation or termination of the Services (or any part thereof):
1. all rights granted to you hereunder shall immediately terminate and shall revert to R3G;
2. you shall immediately pay to R3G all outstanding fees and charges due and owing to R3G;
3. R3G may at its absolute discretion, decide not to act on any request received by R3G after the effective date of termination;
4. R3G may at its absolute discretion, decide not to act on any confirmation or request received by R3G between the date of notice is given to you and the effective date of termination (if there is a lapse of time between the two dates); and
5. you hereby irrevocably and unconditionally authorizes R3G to deduct all money due and owing by you to R3G (if any) from the money that are payable by R3G to you in respect of the delivered Purchased Items.
All notices and documents required to be given by you under these Terms of Service to R3G shall be sent to R3G by registered post to the R3G’ address listed on the Portal. Any notice or document sent by you to R3G shall be deemed served when such notice or document is received by R3G.
All notices and documents required to be given by R3G under these Terms of Service to you shall be sent to you by any one of the following methods:
1. electronic mail to your last known electronic mail address according to R3G’ records;
2. posting the notice or communication on the Portal;
3. notices placed with or in any of R3G’ written communications to you;
4. notices placed through any media; or
5. any manner of notification as R3G may at its absolute discretion determine.
Any notice or document or communication given by R3G to you shall be deemed to be served and received by you on the day following the sending of such notice or document.
19. Waiver And Severance
Any failure by R3G to enforce at any time or for any period any one or more of these Terms of Service shall not be a waiver of them or of the right at any time subsequently to enforce these Terms of Service.
In the event that any provisions of these Terms of Service is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable R3G shall amend that provision in such reasonable manner as would achieve the intention of R3G or at the discretion of R3G it may be severed from these Terms of Service and the remaining provisions remain in full force and effect.
These Terms of Service may be modified, added to, deleted or varied by R3G by way of posting on the Portal or in any such other manner as R3G may in its absolute discretion determine.
You agree that continued use of the Services shall constitute your acceptance of these Terms of Service (as modified and varied from time to time).
You may not assign its rights under these Terms of Service without the prior written consent of R3G.
22. Binding Effect
These Terms of Service shall be binding on your heirs, personal and legal representatives, estate, successors-in-title and permitted assigns (where applicable) you.
R3G.COM AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND R3G (R3G.COM).
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in R3G.com’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the R3G.com web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to R3G.com, and “you,” “your,” and “yours” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will create new reflink and submit the online application at the R3G.com server. 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 Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “R3G” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. 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 R3G.com or any other affiliated business.
2.2. As a member of R3G.com’s Affiliate Program, you will have access to Affiliate Program Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the R3G.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. 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.
2.3. R3G.com 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 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 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.
3. R3G.com Rights and Obligations
3.1. 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 R3G.com Affiliate Program.
3.2. R3G.com reserves the right to terminate this Agreement and your participation in the R3G.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the R3G.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, R3G.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. 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 R3G.com’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in R3G.com’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
R3G.com handle all of the tracking and payment. Payout of affiliates program is based on 3% revenue share. The grace period for payment withdrawal is 60 days.
7. Access to Affiliate Program Interface
You may enter R3G’s secure affiliate account interface. From the site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions R3G.com 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 R3G.com. 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 R3G.com 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 R3G.com 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 R3G.com. 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 R3G.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as R3G.com, R3G, www.R3G, www.R3G.com, 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 be banned from R3G’s Affiliate Program. We will do everything possible 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.
8.3. 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 (i.e. sincerely interested in R3G’s service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited R3G’s site (i.e., no page from our site or any R3G.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of R3G site in IFrames, hidden links and automatic pop ups that open R3G.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML reflinks 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 R3G.com’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of R3G.com and the good will associated therewith will inure to the sole benefit of R3G.com.
9.2. 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.
R3G.com MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING R3G.com SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF R3G.com 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.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. 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;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. 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 R3G.COM’S 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 R3G.com, 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.
15.1. 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 R3G.com. 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.
15.2. 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.
15.3. This Agreement shall be governed by and interpreted in accordance with applicable laws without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. 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.
15.7. 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.
If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at info@R3G.com.