Before you click on the “I AGREE” button, please read the following terms and conditions carefully. By clicking on the “I AGREE” button, you signify your agreement to these terms and conditions and you shall be bound by the same. If you do not agree to any of these terms and conditions, do not click on the “I AGREE” button.
1.1 This agreement, and all schedules and appendices attached or referred hereto, if any, (“Agreement”) is an agreement between you and GOOD2GROW FARM MINERS Pte. Ltd. (G2G Miners) (Company Registration No: 811309386K) having its principal office at 1776 W March Lane STE 421, Stockton, CA 95207 (“G2G”, “we”, “us”, or “our”) in relation to your participation in the Affiliate Program (hereinafter defined).
1.2 The Services are intended for, and may only be used by:
(a) individuals who are 18 years and older who can form legally binding contracts under applicable law, and
(b) individuals under the age of 18 who use the Services with a parent or legal guardian permission and under their direct supervision. If you are the parent or legal guardian, you are responsible for any and all activities conducted on your account. As examples, and without limiting the foregoing sentence, the parent or legal guardian must approve all transactions in connection with G2G.
2.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Account means the account created and used by you in connection with the Affiliate Program;
Affiliate means an affiliate of the Affiliate Program;
Affiliate Program means the program developed and/or operated by G2G to allow HyperText Markup Language (“HTML”) Linking (through the establishment of the Link pursuant to the terms and conditions contained herein);
Applicable Law all applicable law, statutes, bye-law, regulations, orders, delegated or subordinate legislation, regulatory policies, notices, determinations, guidelines, directives and/or any other requirements of any governmental, statutory and/or regulatory bodies and/or departments;
Business Day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday;
Information means any information, details, content, dimensions, data, maps, locations, photographs, text, descriptions, specifications, audio or video clips, graphics, and/or other materials;
Intellectual Property Rights mean all rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights;
Link the HTML link (“reflink” or “referral link”) which is to be established by the Affiliate and displayed or placed at the mutually agreed Affiliate’s Platform (“your Platform”) that links to any of the online Platforms developed, owned or operated by G2G as G2G may determine from time to time (“our Platform”);
Platform means the online platform (website, mobile site or mobile application, as the case maybe) developed, owned and/or operated by relevant party;
Enrolment Process means the enrolment process set out by G2G for you to be enrolled as an Affiliate; and
Representatives means the servants, employees, officers, agents, contractors, workmen, personnel and/or representatives of the relevant party.
2.2 In this Agreement, unless the context otherwise requires:
(a) denoting the singular include the plural and vice-versa;
(b) words denoting natural persons include bodies corporate and unincorporated;
(c) references to any law, legislation or to any provision of any law or legislation shall include all relevant regulations, statutory requirements and instruments issued under such law, legislation or provision and any variation, modification or re-enactment of any of the foregoing;
(d) headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
(e) references to any party to this Agreement or any other agreement or instrument shall include that party’s successors and permitted assigns;
(f) no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of this Agreement; and
(g) any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
3.1 If you wish to participate in the Affiliate Program, you shall submit an application to us in accordance with the Enrolment Process. We shall be entitled to perform a background check on you and reject your application at our sole discretion. The fact that we auto-approve your application does not imply that we may not re-evaluate your application at a later time.
3.2 Upon successful registration, you will be given access to the Affiliate Program Manager via the Account created with us, in which you will be able to:
(a) view the details in connection with the Affiliate Program and previously-published newsletters,
(b) download HTML code and banner creative. In order for us to accurately keep track of all guest visits from your Platform to our Platform, you must use the HTML code that we provide; and
(c) browse and get tracking codes for our coupons and deals.
3.3 You shall be solely responsible for keeping the username and password of your confidential and secured at all times and shall immediately notify us of any unauthorised access to your Account. Any instruction, notification or confirmation received by us 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 instruction, notification or confirmation. We shall not be liable for acting on the instruction, notification or confirmation sent through your Account. We shall not be obliged to investigate the authenticity or authority of the person sending/effecting the instruction, notification or confirmation or verify the completeness of such instruction, notification or confirmation.
3.4 You shall closely monitor all activities and transactions carried out through your Account and you shall take all steps and measures to check and verify the transaction history of your Account. You shall immediately notify us:
(a) of any unusual activities or transactions in connection with your Account or in the event that any of the activities or transactions are not accurately recorded in your Account;
(b) upon receipt of any incomplete, garbled or inaccurate data or information from us; and
(c) upon receipt of any data or information which is not intended for you and you shall not use or disclose any such data or information without our written consent.
3.5 Unless expressly agreed by us, each person is limited to one Account. No Account may be created on behalf of or in order to impersonate another person. Should we discover that such a fraudulent account has been created, we shall be entitled to immediately delete the account and reserves the right to take any further remedial action, including without limitation informing the relevant authorities, without any liability on the part of G2G.
4.1 Your participation in our Affiliate Program shall commence upon our acceptance of your application and shall continue for an initial term of twelve (12) months. This Agreement shall automatically be renewed for successive periods of twelve (12) months until and unless either party gives the other party at least thirty (30) days’ written notice prior to the expiry of the relevant term of its intention not to renew the Agreement.
5.1 Payment shall be made in accordance with Appendix A (PAYMENT).
6.1 You represent and warrant that:
(a) all Information provided by you to G2G and/or published by you on your Platform is true, complete, accurate and up-to-date and that you have all the necessary authority and right to publish or provide such Information;
(b) your Platform and all such Information made available on or through your Platform will not infringe the rights, including without limitation the Intellectual Property Rights, of any third party. You must have express permission to use any third party’s copyrighted Information, whether it be text, an image, or any other copyrightable work; and
(c) your Platform is operated in a lawful manner.
6.2 You shall not transmit or post (or cause to be transmitted or posted) through or on our and your Platforms any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable (in our sole discretion), which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or which violates or infringes or may violate or infringe the rights of others. Without limiting the generality of the foregoing, your Platform shall not contain and will be deemed unsuitable in the event if it contains any Information which:
(a) is sexually explicit;
(b) portrays or promotes violence;
(c) portrays or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
(d) involves or promotes illegal activities;
(e) incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other Intellectual Property Rights or to violate the law; and/or
(f) contains software downloads that potentially enable diversions of traffic/click from other affiliates in our program.
6.3 The operation, use, content and maintenance of your Platform is your sole responsibility. We may monitor your Platform to ensure that your Platform is operated in a manner consistent with our policies and the terms and conditions contained in this Agreement.
6.4 You shall promptly notify us of any significant changes to the content or structure of your Platform or in the event that your Platform is unavailable for a period of 72 consecutive hours.
6.5 You shall not create, design or revamp your Platform or any other Platform that you operate in a manner which directly or indirectly resembles our Platform or which may lead end users to believe that such Platform operated or owned by you is associated with G2G in any manner whatsoever.
7.1 During the term of this Agreement and subject to the terms and conditions contained in this Agreement, we grant you a non-exclusive, non-transferable right to access our Platform and to establish the Link to our Platform solely and only to the extent necessary for the purpose of this Agreement.
7.2 You shall establish and maintain at least one (1) Link at your sole cost and expense which allow the visitors or users of your Platform to navigate directly to our Platform by clicking on the Link.
7.3 We shall have the right, at any time, to review the placement of the Link on your Platform and the manner in which the Link is being made available to the visitors or users of your Platform. We shall be entitled to request that the Link and/or the placement of the Link be amended. You shall comply with all such reasonable request made by us.
7.4 The Affiliate shall not introduce, install, transmit or use any “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets”, “deceptive pop-ups and/or pop-unders” or any other similar tool or software which may interfere with or affect the Link and/or the user’s use of our Platform upon clicking on the Link.
7.5 For the purpose of this Clause, “Parasiteware” and “Parasitic Marketing” shall include primarily 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 G2G’s Platform in IFrames, hidden links and automatic pop ups that open G2G’s Platform; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; or (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.
8.1 Our Platform, the services made available by us to you, and/or all Information contained on, in or made available through our Platform shall be collectively referred to as “G2G Platform/Services” and reference to G2G Platform/Services shall include any part thereof. Save and except as otherwise stated in this Agreement or with our prior written consent, you shall not and shall not attempt to, whether by yourself or by allowing any third party:
(a) commercialise G2G Platform/Services;
(b) copy, distribute, recreate, and/or disseminate G2G Platform/Services except where such act is incidental to the normal use of G2G Platform/Services, or where it is necessary for the purpose of this Agreement or other back-up and/or operational security reasons;
(c) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify G2G Platform/Services;
(d) make alterations or modifications to the whole or any part of G2G Platform/Services, or permit G2G Platform/Services to be combined with, or become incorporated in, any other programs;
(e) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of G2G Platform/Services;
(f) provide or otherwise make available the underlying software of the Platform in whole or in part (including object and source code), in any form to any person;
(g) use G2G Platform/Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;
(h) collect or harvest any Information from G2G Platform/Services or G2G’s systems or attempt to decipher any transmissions to or from the servers running any of the services provided or hosted on or through our Platform;
(i) access any data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;
(j) use any device, software or routine to interfere with the proper working of our Platform and/or transmit or distribute any malicious code, viruses, or harmful data or cause any such malicious code, viruses, or harmful data to be transmitted or distributed into or through our Platform or any operating system. You shall continuously operate nationally recognized virus scanning software to ensure that your Platform does not contain any virus or any other contaminant;
(k) misuse, abuse or hack into any aspect of G2G Platform/Services in any manner whatsoever or otherwise compromise the integrity of G2G’s software or systems;
(l) send, advertise or publish any unsolicited advertising or promotional content through or on G2G Platform/Services; and
(m) collect or harvest any Information from G2G Platform/Services or G2G’s systems or attempt to decipher any transmissions to or from the servers running any of the services provided or hosted on or through our Platform;
9.1 You are free to promote your own Platform provided that no Information in which any of our Intellectual Property Rights subsist is used in such promotional or advertisement materials. At all times, you must clearly represent yourself and your Platform as independent from G2G. The use of any Information in which any of our Intellectual Property Rights subsist shall be subject to our prior written consent. In the event that we grant you the right to incorporate any Information in which our Intellectual Property Rights subsist in your promotional or advertisement materials, you shall comply with the rules below:
(a) advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name;
(b) the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once is unacceptable and shall be prohibited;
(c) you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address; and
(d) all such Information contained in the promotional or advertisement materials shall come from a lawful source and shall be truthful, honest and accurate.
9.2 We shall be entitled to terminate your participation in the Affiliate Program immediately without notice in the event that you are found to be in breach of any of the foregoing rules. Any pending balances or commission owed to you shall be forfeited by us.
9.3 Affiliates that among other keywords or exclusively bid in their Pay-Per-Click (“PPC”) campaigns on keywords such as G2G.com, G2G, www.G2G, www.G2G.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 G2G’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.
10.1 You shall, at your own cost and expense:
(a) comply with all Applicable Law relating to this Agreement and the operation of your Platform from time to time;
(b) obtain and maintain throughout the duration of this Agreement, all necessary approvals, consents, licences and permissions (statutory, regulatory, contractual or otherwise) in relation to your obligations and activities under this Agreement and the operation of your Platform; and
(c) comply with all guidelines, rules, regulations, policies, instructions and procedures in connection with the Affiliate Program as imposed or may be imposed from time to time by G2G at G2G’s absolute discretion.
10.2 You represent and warrant that you have and will continue to have at all times the necessary power and authority to execute, deliver and perform your obligations under this Agreement and that this Agreement constitutes legal, valid and binding obligations enforceable against you in accordance with all the terms of this Agreement.
11.1 All data collected by us through our platform is owned by us. For the avoidance of doubt the data collected by us in relation to the visitors or users who are navigated or directed to our Platform via the Link shall be owned by us. Each party shall be responsible for the processing of the data collected through its respective Platform.
12.1 “Confidential Information” means all Information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party, whether before or after the commencement of the term of this Agreement, for the purposes relating to or in connection with this Agreement. The Confidential Information shall include without limitation technical information, data, know-how, information relating to the disclosing party’s or their respective affiliates’ business, trade secrets, revenue or income information, marketing strategies, financial condition and operations, and any other information that is by its nature confidential and proprietary to the disclosing Party or its suppliers/affiliates.
12.2 “Confidential Information” shall not include information that: (i) was, at the time of its disclosure, already in the possession of the receiving party free of any obligation to keep it confidential and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession; (ii) is independently developed by the receiving party, (iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; (iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party; or is disclosed by the disclosing party to a third party without the confidentiality obligations comparable to those in this Agreement
12.3 The receiving party of the Confidential Information agrees not to disclose the disclosing party’s Confidential Information to any person except (i) where such disclosure is required by any Applicable Law or court of competent jurisdiction; (ii) where such disclosure is permitted under this Agreement; (iii) to their respective Representatives and/or legal, financial and/or accounting advisors who have a definite need to know such Confidential Information; and/or (iv) with prior written approval of the disclosing party.
12.4 In the event that any of G2G’s Confidential Information is required to be disclosed in any manner due to the requirements of any Applicable Law or court of competent jurisdiction, you shall give prompt written notice to G2G prior to any disclosure sufficient under the circumstances to allow G2G to seek a protective order or other appropriate remedy. You shall: (i) only disclose such minimum information as is legally required and shall, at the request of G2G, use commercially reasonable efforts to obtain confidential treatment for G2G’s Confidential Information that is to be disclosed and allow G2G, if it wishes, to also take such measures as it deems necessary or desirable to challenge any such disclosure or to otherwise redact or minimize such disclosure; and (ii) fully cooperate with G2G.
12.5 All Confidential Information shall solely be used for the purpose of this Agreement.
12.6 This Clause shall survive the termination or expiry of this Agreement for any reason whatsoever.
13.1 All existing Intellectual Property Rights of a party, its contractors, partners, services providers, suppliers, or licensors (if any) shall belong and remain with its respective owner. Nothing in this Agreement shall transfer or assign such Intellectual Property Rights to the other party save and except as otherwise expressly provided in this Agreement.
13.2 All Intellectual Property Rights created and/or developed pursuant to this Agreement by G2G (its suppliers, contractors, partners and/or licensors (if any)) shall belong absolutely to G2G.
13.3 You shall use any Information made available to you by G2G under this Agreement in which any of G2G’s Intellectual Property Rights subsist solely for the purpose of and only to the extent permitted by this Agreement.
13.4 You hereby grant G2G the right to use any Information provided by or made available by you to G2G for the purpose of this Agreement and you warrant that G2G’s use of any such Information will not infringe and will not cause G2G to infringe the right (including without limitation the Intellectual Property Rights) of any third party.
13.5 This Clause shall survive the termination of this Agreement.
14.1 Information made available to you through our Platform or our services may be furnished to us by third party and we do not warrant that the said Information is accurate, complete, reliable, original, current, or error-free.
14.2 G2G does not warrant that:
(a) the functions contained in G2G Platform/Services will meet your requirements;
(b) the operation of our Platform and/or G2G services will be uninterrupted or error-free;
(c) any defects in our Platform and/or G2G services will be corrected; and
(d) our Platform is free of viruses, bugs, online interruption or other harmful threats. You shall be responsible for implementing all necessary security and virus protection measures on or in your computer or mobile device before accessing our Platform.
14.3 You understand, acknowledge and agree that:
(a) all transactions conducted on the Platform are through telecommunication and data network. As such, your receipt of the notification from us and vice versa may be delayed or prevented by factors affecting the relevant service providers and other relevant parties. You accept that we cannot guarantee the prompt delivery of such notification or confirmation; and
(b) there may be certain times that the Platform or our services may not be available due to maintenance, updating or upgrading works, or such other reasons beyond our control. We make no warranty that our Platform and/or services will be available at all times and we shall not be held responsible or liable in any manner whatsoever for such unavailability.
14.4 To the maximum extent permitted by law and the Act,
(a) G2G Platform/Services are provided on an “as is” and “as available” basis, without warranty of any kind, and we hereby disclaim all warranties and conditions with respect to G2G Platform/Services unless otherwise stated in this Agreement;
(b) we shall not be liable to you for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the provision of any Information made available to you;
(c) in no event shall G2G be liable for any indirect, incidental, punitive and/or consequential damages and/or losses, loss of profit, goodwill, production and/or revenue and/or any other type of special losses and/or damages howsoever arising whether or not such losses and/or damages were reasonably foreseeable or G2G had been advised of the possibility of same incurring; and
(d) G2G’s maximum and cumulative total liability (including any liability for acts and omissions of its Representatives) in respect of any and all costs, loss, damages, claims, fines, penalties, liabilities and/or expenses however arising under, or in connection with, this Agreement (whether arising in contract, tort or otherwise) shall not exceed the total fees paid to you by us in the six (6) months’ period preceding the month the dispute arises.
15.1 You agree to indemnify and hold G2G, its affiliates and each of their respective members, directors, officers, employees and agents harmless from and against all costs, actions, losses, damages, claims, demands, settlements, fines, penalties, liabilities and/or expenses, including attorneys’ fees, arising howsoever under this Agreement including without limitation arising from or in connection with misrepresentation, negligence, omission, and/or breach of this Agreement on your part. This indemnity shall be granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. For the avoidance of doubt, nothing in this clause shall prevent or restrict G2G enforcing any other rights and obligations owed to it under this Agreement.
16.1 G2G shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the G2G’s obligations under this Agreement, if the delay or failure was due to any cause beyond G2G’s reasonable control, including but not limited to:
(a) fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) strikes, lock outs or other industrial actions or trade disputes;
(e) difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or
(f) telecommunication, transportation, power supply, or system disturbances or failures, or breakdown in machinery affecting our Platform, our services or any part thereof.
17.1 Without prejudice to any other rights we may have under this Agreement or at law, we shall have the right to immediately (without notice):
(a) suspend or cease your access to our Platform and request that the Link be removed from your Platform
(b) suspend any or all of the activities and/or transactions in connection with your Account and your participation in the Affiliate Program; and/or
(c) withhold, retain or forfeit any payment due, owing to you;
in any of the following events:
(a) we are of reasonable opinion that the Link or your use of our Platform will interfere or cause disturbances to other user’s use or enjoyment of our Platform or services; or
(b) you are found to be in breach of any of the terms and conditions contained in this Agreement or we suspect, on reasonable grounds, that you may have committed any such breach.
18.1 Without prejudice to any other rights that G2G may have under this Agreement or at law, G2G may immediately terminate this Agreement by notice in writing if:
(a) you are in breach of any of the terms and conditions of this Agreement and such breach is not remedied by you within fourteen (14) days’ of G2G’s written notice; or
(b) you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration, including without limitation bankruptcy proceedings, or if a receiving order is made against you or you make any arrangement or composition with your creditors.
18.2 Either party may terminate this Agreement at any time for convenience by giving the other party at least 30 days’ written notice.
18.3 Without prejudice to any other rights and remedies G2G may have under this Agreement or at law, upon termination:
(a) you shall discontinue all use of the Link and remove the Link from your Platform;
(b) G2G shall be entitled to forfeit all commission or payment due to you in the event that you are found to be in breach of any of the terms contained in this Agreement;
(c) all rights granted to you by G2G under this Agreement shall cease; and
(d) you shall immediately destroy or, at G2G’s request, promptly return all G2G’s Confidential Information which is in your possession and to certify to G2G that you have done so.
19.1 We shall have the right at any time to add, delete, amend, or modify this Agreement, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for access and use (“Variation”). Such Variation shall be effective immediately upon notice thereof, which may be given by means of, including, but not limited to, posting on our Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Your continued participation in the Affiliate Program after the issuance of such notice shall be deemed to constitute your acceptance of the Variation.
19.2 You shall immediately notify us in the event that you are not agreeable to any such Variation and this Agreement shall be deemed terminated upon your notification to us of your disagreement unless otherwise agreed by us.
19.3 We shall have the right at any time to change or discontinue any aspect or feature of our Platform, including, but not limited to, content, hours of availability, and equipment needed for access and use.
19.4 No amendment or variation of this Agreement by you shall be valid and binding unless approved in writing by both parties.
20.1 Except as otherwise agreed or provided in this Agreement, all notices and other communications to be given to any party pursuant to this Agreement shall be in writing and shall be valid and sufficient if dispatched or sent in the following manner
(a) by posting, publishing or sending a notification on or through the relevant Platform;
(b) by email to your email address provided or notified by you;
(c) by publication in a newspaper; or
(d) by short messaging services (SMS) to your mobile phone number registered with G2G.
(a) by hand, registered post, courier or other registered postal service to:
Attention to : GOOD2GROW FARM Sdn. Bhd.
Address : 1776 W March Lane STE 421, Stockton, CA 95207
(b) by email to email@example.com
20.2 Notices shall be deemed to have been served (a) if delivered personally, the next Business Day after it has been delivered; (b) if sent by registered mail or courier, three (3) Business Days after dispatch; (c) if sent by e-mail, upon successful delivery of the email and recorded as a sent email if sent before 5p.m. on a Business Day and if sent after 5p.m. or on a non-Business Day, the next Business Day; (d) if sent by way of posting, publishing or sending a notification on or through the relevant Platform or by SMS, immediately upon successful posting, publishing or sending if posted, published or sent before 5p.m. on a Business Day and if posted, published or sent after 5p.m. or on a non-Business Day, the next Business Day.
20.3 Notwithstanding anything to the contrary in this clause, notification by way of email shall not be applicable to or valid with respect to any legal, notices, claims, demands, suits, actions and/or proceedings.
21.1 This Agreement (together with any documents referred to herein) constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing relating to the subject matter hereof and no representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement.
22.1 You shall not transfer, assign, novate and/or sub-contract any of your rights and/or obligations contained in this Agreement to a third party without G2G’s prior written consent. G2G may transfer, assign, novate, and/or sub-contract any or all of its rights and obligations under this Agreement to any of its affiliates.
23.1 No failure or delay on the part of a party in exercising any rights or remedies under this Agreement at any time or for any period of time nor any knowledge or acquiescence by a Party of, or in, any breach of any provision of this Agreement shall operate as or be deemed to be a waiver thereof nor shall a waiver by that party of any breach constitute a continuing waiver in respect of any subsequent or continuing breach. A provision of right or remedy under this Agreement may not be waived except in writing signed by the waiving party.
24.1 This Agreement shall be binding upon the parties and their permitted legal assigns and successors in title.
25.1 Any term, condition, stipulation, provision, covenant or undertaking (“Provision”, and any reference to Provision shall include any part thereof) contained in this Agreement which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining Provisions contained in this Agreement which shall not be affected by the illegal, invalid or unenforceable Provision or by its severance herefrom. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable Provision had never comprised a part hereof. Where any Provision of, or the application of any provision of this Agreement is illegal or unenforceable or deemed to be illegal or unenforceable, the Provision shall continue to apply with the necessary modification in order that the Provision is legal, valid and enforceable provision.
26.1 Nothing in this Agreement shall create, or be deemed to create, a joint venture or partnership between/among the parties. No party has any authority to act, make representations or bind or contract on behalf of the other party.
27.1 The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Singapore. The parties hereto submit to the exclusive jurisdiction of the courts of Singapore.
28.1 The covenants, conditions and provisions of this Agreement which are capable of having effect and which shall by its nature survive after the termination or expiration of this Agreement shall remain in full force and effect following the termination or expiration of this Agreement.
Appendix A (Payment)
Buyer means the purchaser of any Goods and/or Services;
Goods and/or Services mean the virtual items, goods and/or services displayed, listed and/or offered by the Seller for sale through or on our Platform, including without limitation any virtual in-game items, virtual currency, virtual coins, tokens and game accounts;
Sale Contract means the agreement entered into between the relevant Seller and the relevant Buyer through our Platform for the sale of any of the Goods and/or Services; and
Seller means a seller registered with G2G who displays, lists or offers any Goods and/or Services for sale through or on our Platform;
1.1 G2G shall pay you 5 – 8% of G2G’s fees from every successful Sale Contract concluded by newly registered Buyer(s) who are directed to our Platform as a result of clicking on the Link. Payout of affiliates program is based on 5 – 8% revenue share. Grace period for payment withdrawal is 30 days.
1.2 You may enter G2G’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.
1.3 All prices stipulated on the Platform shall be exclusive of taxes.
1.4 You shall not be entitled to set off any payment due to G2G against any claim made by or payments due to you.