Overview

This Agreement outlines the complete terms and conditions for participating in METAGEAR’s Affiliate Program. Throughout this Agreement, “we,” “us,” and “our” refer to METAGEAR, while “you,” “your,” and “yours” refer to the affiliate.

Affiliate Obligations

2.1. To begin the enrollment process, you must undergo an interview with us (either written or spoken). We do not automatically approve applications and reserve the right to re-evaluate your application or participation in the METAGEAR Affiliate Program at any time. We may reject your application at our sole discretion. We may cancel your application or participation in the METAGEAR Affiliate Program for any reason, including if we determine that your branding, audiovisual content and materials, social media channels, website, or similar works (collectively, your “Content”) are unsuitable for our Program.

Unsuitable content includes, but is not limited to, the following:

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, age, or another protected class or group of individuals.

2.1.4. Promotes illegal activities.

2.1.5. Incorporates any materials that infringe or assist others in infringing on any copyright, trademark, or other intellectual property rights or violate the law.

2.1.6. Includes “METAGEAR” or variations or misspellings thereof in its domain name.

2.1.7. Is otherwise 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. Engages in paid advertising.

2.2. If your Content includes a website, you may not create or design your website (or any other website you operate) in a way that explicitly or implicitly resembles our website, nor should you design your website in a way that leads customers to believe it is METAGEAR or any affiliated business.

2.3. METAGEAR reserves the right to review your use and placement of any materials we provide for your Content at any time. We may require you to change such placement or use to comply with the Content guidelines that METAGEAR provides (as amended from time to time, at our sole and absolute discretion).

2.4. It is entirely your responsibility to ensure that your Content complies with all applicable laws, rules, and regulations (including intellectual property laws). 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) for using another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

2.5. You agree to:

2.5.1. Identify yourself as a METAGEAR Affiliate using METAGEAR-provided assets and custom discount links on your Content distribution platforms.

2.5.2. Designate METAGEAR as your exclusive marketing affiliate for the following product categories: personal gaming computers.

2.5.3. Grant METAGEAR the right to use your likeness in METAGEAR advertisements, with commercial notice from METAGEAR (as determined by METAGEAR), as further described in Section 3.2 herein.

2.5.4. Prominently feature a METAGEAR product or logo in all Content, wherever commercially reasonable.

METAGEAR Rights and Obligations

3.1. We reserve the right to review your Content at any time to ensure compliance with this Agreement. If we identify any changes that need to be made to adhere to our Content guidelines, we will notify you. Failure to make the required changes may result in the termination of your participation in the METAGEAR Affiliate Program.

3.2. Except for the limited extent that they contain METAGEAR intellectual property or materials, you shall retain ownership of all Content (as defined herein). You hereby grant METAGEAR and its affiliates a limited, non-exclusive, transferable, royalty-free, fully paid-up, worldwide right and license to use, reproduce, distribute, and display the Content (including the Property, as defined herein) in digital media in connection with the exhibition, marketing, and promotion of METAGEAR products. You also grant METAGEAR and its affiliates a non-exclusive, non-transferable, royalty-free, fully paid-up, worldwide right and license to use your trademarks, name, initials, character, image, likeness, and Content (collectively, the “Property”) in connection with METAGEAR’s marketing of METAGEAR products solely on METAGEAR-owned and operated social media platforms during the Term and for a period of two (2) years thereafter. This license grant and publicity release includes all moral rights, rights of publicity, and other rights associated with the Property and Content. All rights not granted to METAGEAR hereunder are reserved by you. The rights and licenses granted in this section shall not include the right for METAGEAR to re-cut, edit, or modify the Property or the Content (to the extent it includes the Property) except for non-substantive modifications necessary to create highlights or cut downs.

3.3. METAGEAR reserves the right to terminate this Agreement and your participation in the METAGEAR Affiliate Program immediately and without notice should you commit fraud or abuse in your participation of the METAGEAR Affiliate Program. If such fraud or abuse is detected, METAGEAR shall not be liable to you for any commissions on such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless your participation in the Affiliate Program is terminated hereunder (the “Term”).

3.4. METAGEAR agrees to:

3.4.1. Designate you as an official Affiliate of METAGEAR.
3.4.2. Provide you with a custom promo code to METAGEAR’s website (for an agreed period of time).
3.4.3. Provide you with information about the commission plan.

Termination

METAGEAR may terminate this Agreement at any time, with or without cause, by giving you written notice. Neither party shall be liable for any damages arising out of the termination or expiration of this Agreement, provided that such termination or expiration does not affect any of METAGEAR’s rights to recover damages sustained by reason of material breach. Upon expiry or termination of the Agreement, you and METAGEAR shall each refrain from making any form of public representation (whether express or implied) that you remain associated with METAGEAR, or disparaging (whether expressly or implicitly) the METAGEAR brand or any of METAGEAR’s products.

Modification

We may modify any of the terms and conditions in this Agreement at our sole discretion at any time. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and METAGEAR’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in METAGEAR’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your acceptance of the changes.

Grant of Licenses

6.1. We grant you a non-exclusive, non-transferable, revocable right to use our logos, trade names, trademarks, and similar identifying materials (collectively, the “Licensed Materials”) solely in connection with the promotion and marketing of METAGEAR as identified herein. You are only entitled to use the Licensed Materials as long as you remain a member in good standing of METAGEAR’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of METAGEAR, and the goodwill associated with them will inure to the sole benefit of METAGEAR.

6.2. You agree not to use our Licensed Materials or your provided affiliate link in any manner that is disparaging, misleading, obscene, or otherwise portrays METAGEAR in a negative light. We reserve all our respective rights in the Licensed Materials covered by this license. Other than the licenses granted in this Agreement, each party retains all rights, title, and interest to its respective properties, and no other rights, title, or interest is transferred to the other.

Indemnification

You agree to indemnify and hold harmless METAGEAR, 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.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by us to you at any time and identified as confidential, will remain our sole property. You agree to keep this information confidential and not use or disclose our proprietary information without our express written permission.

Miscellaneous

9.1. You acknowledge that you are an independent contractor, and this Agreement does not establish any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and METAGEAR. You have no authority to make or accept offers or representations on our behalf. You must not make any statements on your site or elsewhere that would contradict this Section.

9.2. Neither party may transfer its rights or obligations under this Agreement to another party, except to a party that acquires all or most of the business or assets of a third party.

9.3. This Agreement will be governed by and interpreted according to the laws of Cyprus.

9.4. Any amendments or waivers to this Agreement must be in writing and signed by both parties.

9.5. This Agreement constitutes the entire agreement between us and you, superseding all previous agreements and communications, whether oral or written.

9.6. The headings and titles in this Agreement are for convenience only and do not affect its terms.

9.7. If any provision of this Agreement is found to be invalid or unenforceable, that provision will be removed or limited to the minimum extent necessary to fulfill the parties’ intent, and the rest of the Agreement will remain in full force and effect.

Commission Structure with Promo Code

10.1. Tiered Flat Commission:

• €500 – €999 PCs: Flat €15 commission per sale
• €1000 – €1999 PCs: Flat €25 commission per sale
• €2000 – €2999 PCs: Flat €50 commission per sale
• €3000 – €3999 PCs: Flat €75 commission per sale
• €4000+ PCs: Flat €100 commission per sale

10.2. Promo Code for Discounts:

• Offer your community a €25 discount on all Gaming PCs with your unique promo code.*customers can only use 1 (ONE) promo code at a time