GT Omega Affiliate Program (“GOAP”) Membership Agreement

PLEASE READ BEFORE PROCEEDING:
There are two parts to this section. The first part, I recommend reading closely to understand what we're looking for from an Affiliate, and to understand what you will receive from GT Omega. This part is between the dotted lines (---)
You will be made aware of Part 1 before officially signing up as an Affiliate.

Second section is the Terms and Conditions.

--------------------------------------------------------------------------------------------------------------

During the Term, the Influencer agrees to provide the following benefits to the Partner, free of charge:

• Access to the Influencer’s audio, video or written promotional materials. (Within reason)
• No less than one dedicated promotional post per month on the Influencer’s social channels. The Partner should be tagged in these posts and the posted content should follow the guidelines provided.
• That the Partner’s logo will appear prominently on all Live Streams and Videos created by the Influencer. The Partner’s logo will be supplied by the Partner and will be applied on the Influencer’s videos, live streams and social media channels. Links to the Partner’s website should be included on social channels where appropriate.
• The Influencer agrees that they will not actively promote any competitor to GT Omega’s products or services, or actively disparage GT Omega products while the Partnership is in effect.
• The Influencer agrees to approach the Partner first in relation to any renewal on any subsequent Partnership opportunities.
• To create and post a video celebrating the beginning of the Partnership on the Influencer’s preferred social channel.
• Lifestyle photo(s) from the Influencer using their GT Omega Product. This must be posted on the Influencer’s socials.
• The Influencer must provide the Partner with monthly updates on their progress and future plans via email or Discord. (For Discord, ask the Affiliate Dept who to contact)

During the Term, the Partner agrees to provide the following benefits to the Influencer, free of charge:

• GT Omega Product - paragraph 5 below.
• Allow access to the GT Omega Affiliate Program. Detailed in paragraph 6 below.
• To follow The Influencer from the official GT Omega accounts on Twitter, Twitch, Youtube, TikTok and Instagram
• To create and post a welcome post from the official GT Omega accounts on Twitter, Instagram, and Facebook.
• Invitations to attend events on behalf of GT Omega
• Access to Pre-release and released GT Omega products for testing, reviews and use for content creation.
• Promotion through social media platforms. E.g. Retweets, quote tweets, shares and general posts.
• Extra perks and benefits depending on sales.

Equipment to be provided:

1x GT Omega Product (Discuss product with the GT Omega Affiliate Department)

If the GT Omega Affiliate Program should change during the Term, the Influencer will be automatically approved for the new Program at the same, or higher, commission rate.

Coupon Code T&C’s:
The Influencer must not use Coupon or Discount code sites to promote their code.

If the Influencer’s code is found on a Coupon or Discount code site, all sales made from this will be revoked. In addition to this, your code may be removed and you may be moved to a referral link. Repeated offenses will lead to your Affiliation being assessed.

Provided Product(s) T&C’s:
For the first 3 months of being on the GT Omega Affiliate Program, the Influencer must follow the promotional terms of this contract. If the terms are not met, the Influencer must either:

• Return the GT Omega Products that were provided. Must be in like new condition.
• Pay for the product in full.

In line with section 8, If breached, The Influencer will also be removed from the GT Omega Affiliate Program.

--------------------------------------------------------------------------------------------------------------

To participate in GOAP, You must first agree to the terms and conditions (“T&Cs”) of this Membership Agreement (the "Agreement"). By checking “I AGREE TO THE TERMS AND CONDITION´s box on GOAP´s Affiliate sign-up page on the GT Omega website, “You” submit your application to become an Affiliate in the GOAP, which is “Your” offer to enter into an agreement with GT Omega under the terms described in this Agreement. If GT Omega accepts Your offer, You will become an Affiliate, subject to the terms of this Agreement. So, it is important for you to carefully review this Agreement prior to accepting it. If you do not wish to apply to become an Affiliate in GOAP, then do not check the “I AGREE TO THE TERMS AND CONDITION´s box, but that will mean that you will not be able to participate in GOAP. Your continued participation in GOAP constitutes your continuing acceptance of the T&Cs of this Agreement. The parties agree as follows:

I. WHAT DO CERTAIN WORDS MEAN?

A. Definitions. Certain terms in this Agreement have special definitions, which either appear below or are defined in the body of the Agreement itself.

1. “Affiliate” means those persons or other entities referring business to GT Omega through GOAP.

2. “Chargeback” means an amount of money:

(i) which has been deemed to have been refunded by or returned by GT Omega  to a Customer based on a Referral Sale which has been voided, retracted, subject to returns, been reversed, due to fraud, or otherwise rescinded for any reason under the terms of the terms of sale on the Web Shop; or

(ii) which has been retrieved from, reserved against and/or charged against GT Omega  or GT Omega’s credit card/debit card merchant accounts under the terms of any applicable credit card merchant account agreements; or

(iii) which has been retrieved from, reserved against and/or charged against GT Omega, GT Omega’s bank accounts or GT Omega’s credit card merchant accounts because of government actions including but not limited to embargo, court order, levy, security interest or other form of lien, reclamation, escheat or civil forfeiture.

3. “Customers” means the purchasers and potential purchasers of GT Omega’s products.

4. “GT Omega” means GT Omega Racing Ltd, which allow persons, entities and organizations to participate in the GT Omega Affiliate Program.

5. "GOAP” means the GT Omega Affiliate Program provided by GT Omega as described in this Agreement in which GT Omega (in its sole discretion) has granted You the right to participate as an Affiliate.

6. “T&Cs” means Terms and Conditions within GOAP.

7. “Payouts” means financial compensation earned by an Affiliate from GT Omega, for Referral Sales.

8. “Program" means a marketing program offered by GT Omega to Affiliates for the referral of potential customers to GT Omega’s Web Shop.

9. “Web Shop” means an online commerce site hosted on the GT Omega website.

10. “Referral Link” means an Internet URL, intended for use as a hyperlink to direct a Customer to GT Omega’s Web Shop which identifies You as the Affiliate who referred that Customer to the Web Shop.

11. “Referral Sale” means the purchase of certain GT Omega products and/or services by a Customer referred to GT Omega through a Referral Link during the term of this Agreement which is in accordance with GT Omega’s T& Conditions for GOAP.

12. “Regulated Business” means any activity conducted by You which, due to being subject to special laws and/or regulations that ordinarily do not apply to commercial establishments generally, causes or could reasonably be likely to cause GT Omega to be subject to those laws and/or regulations if promoted, solicited or otherwise marketed through Your activities (examples of Regulated Businesses include selling or providing insurance, securities, mortgages, loans or other extensions of credit, banking services such as the maintenance of deposit accounts, investment advice or investment advisory services, prescription drugs or firearms, conducting sweepstakes or games of chance, or acting as a broker, agent or finder for any person engaged in any of the above).

13. “You" means the person or business that is shown as the Affiliate on GOAP’s sign-up page.

14. "Your" or "yours" refers to things that You own.

II. WHAT DOES THIS AGREEMENT COVER?

A. In General. GT Omega will allow You to apply to participate in GOAP, as described in this Agreement.

B. Affiliate Program Terms. GT Omega (being solely sovereign) will accept Your application to promote their products through the GT Omega  Affiliate Program by way of approval. You may apply to promote the products and/or services of GT Omega through a Program after having reviewed their products and/or services through the Affiliate Panel. GT Omega will only allow You to participate in the GT Omega Affiliate Program if Your application is approved. If GT Omega approves Your application, (a) You will be notified of such acceptance via the GT Omega Affiliate Program and/or via e-mail; (b) You will be considered an approved Affiliate for that Program and may promote GT Omega’s products and/or services in accordance with GOAP´s T&Cs; and (c) Your acceptance (by approval) to participate in  GOAP shall mean that You and GT Omega have entered into a direct contractual relationship under the terms governing that Program available on the GT Omega website (“GT Omega Affiliate Program Membership Agreement”), which may include without limitation a description of product sales commissions, contact information, product information, sales links (banners, referral links, images, etc.) made available by GT Omega as described below. You are solely responsible for understanding and complying with the GOAP´s T&Cs as well as the Membership Agreement. On occasion, GT Omega may have Special Terms of Use that are product- or situation-specific or impose restrictions on how you may promote GT Omega’s products and/or services. These terms will be presented via hyperlink and must be accepted by You in order for You to promote GT Omega’s products. These Special Terms will be considered part of GOAP´s T&Cs, and may replace, limit, clarify or otherwise supersede GOAP´s T&Cs. To the extent a term in the Special Terms conflicts with a term in GOAP´s T&Cs, the term in the Special Terms controls. You agree that GT Omega may alter or replace any Special Terms at any time, with or without notice by posting the new Special Terms on the GT Omega web site, and any changes will become effective upon their posting. You should review the special terms regularly to ensure you are familiar with the latest terms.

Once the Affiliate Manager has accepted you to promote products and/or services (whether automatically or otherwise), unless prohibited by GOAP´s T&Cs or Special Terms, You may describe Yourself as having received approval to act as a non-exclusive affiliate marketing participant with GT Omega.

C. What You Can And Can’t Do. As an approved GOAP Affiliate, You may post Referral Links and Your discount code on Your web site or through other acceptable means in compliance with all laws, rules and regulations applicable to You and Your business. If GT Omega has made any additional marketing materials (e.g., banner ads, logos or other artwork or branding) (“Marketing Support Materials”) available via GOAP, You may use these Marketing Support Materials in Your promotional activities. However, GT Omega may, through Special Terms, limit how You may use, distribute or display any Referral Link or Marketing Support Materials. 

Without limiting the foregoing, You also agree that:

1. You shall not place Referral Links in any manner which may (intentionally or unintentionally) mislead any Customer.

2. You shall not cause any use of a Referral Link, or any subsequent Referral Sales, to be made in bad faith or through fraudulent means, including, but not limited to, using any device, program, robot, inline frames, hidden frames, or redirects.

3. You may be restricted (via Special Terms) from receiving Payouts for Referral Sales made directly by You or on Your behalf by GT Omega.

4. You shall only be entitled to Payouts that are a direct result of a Customer completing a Referral Sale directly through the use of Your Referral Link or a Customer using Your discount code to purchase.

5. GT Omega may impose time limits in which a Referral Sale must be completed after the Customer has used Your Referral Link.

6. PPC Guidelines:

GT Omega does not allow any affiliates to bid on brand terms, nor are affiliates allowed to use these within a display URL in any PPC advertising. This also includes mis-spellings of the brand. Any affiliates found to be doing so will be removed from the program. This includes (but is not restricted to) the following terms:

GTOmega

This is also includes licensed keywords (but is not restricted to):

My Hero Academia

Celtic

Sidemen

Breaching PPC Guidelines will result in an instant termination of the affiliation with GT Omega

D. Tracking and Reporting. GT Omega shall provide You with access to tracking and reporting tools regarding Your participation in GOAP, to the extent those tools are then-currently described and are generally available to Affiliates via the Affiliate Panel.

E. Provision of Service. You and GT Omega each agree to use commercially reasonable efforts to keep its web site operational at all times. However, both parties acknowledge that downtime due to force majeure events (i.e., events outside of a party’s control) and scheduled maintenance will occur from time to time. Neither party will be liable to the other for any interruption to its service for any reason.

F. Support. On-line support is available through the Contact Us section of GOAP Affiliate Panel. Email support is available Monday through Friday, (through the Affiliate Manager’s email or such other email address as may be specified through the Affiliate Panel) during normal local business hours excluding holidays, bank holidays, or on such other schedule as GT Omega may determine from time to time.

G. Confidential Information. Either GT Omega or You may provide the other with information that is confidential and/or proprietary to the discloser or its partners ("Confidential Information"). Each party agrees to maintain the confidentiality of such information using the same degree of care as it does with your own information of similar importance (but in no case less than reasonable care). Confidential Information shall not include information to the extent such information (a) is or becomes part of the public domain through no act or omission of the recipient, or (b) is lawfully received by the recipient from a third party without restriction on use or disclosure and without breach of this Agreement or any other confidentiality or legal obligation, or (c) was in its possession of the recipient on a non-confidential basis prior to the date of this Agreement (except to the extent unlawfully misappropriated).

You expressly agree that notwithstanding the foregoing GT Omega may provide Your email address(es) and basic Affiliate account detail (including but not limited to Your address, phone, web site name (if applicable), date You first entered into operation or under this Agreement, and visitor demographics to Your web sites) to a third party.

In the event a third party seeks to compel disclosure of a disclosing party’s Confidential Information from a recipient by judicial, governmental or administrative process, requirement or order, the recipient shall promptly notify the discloser of such occurrence and furnish to the discloser a copy of the demand, summons, subpoena or other process served upon the recipient to compel such disclosure, and will permit the discloser to assume, at its expense, but with the recipient’s cooperation, defence of such disclosure demand. In the event that the discloser fails or refuses to contest such a third-party disclosure demand, or a final judicial order is issued compelling disclosure of Confidential Information by the recipient, the recipient shall be entitled to disclose such Confidential Information as is (in the opinion of the recipient’s legal counsel) legally required to be disclosed in compliance with the terms of such process, requirement or order, provided that such Confidential Information so disclosed shall otherwise remain subject to the terms of this Agreement.

H. ID and Password. You will have a password and User ID to access certain parts of the GOAP Affiliate Panel, including the tracking tools. You shall be responsible for all usage and activity on Your User ID account and for loss, theft or unauthorized disclosure of Your password. You shall immediately notify GT Omega in writing of any known or suspected unauthorized use of Your User ID account.

I. Privacy Policies. Any privacy policy posted by GT Omega in association with its web shop, as well as GT Omega's privacy policy accessible via the GOAP web site, including any subsequent versions posted by GT Omega, is hereby incorporated by reference into this Agreement. You agree that You will not act in any manner that would violate any such privacy policy, or could reasonably be deemed to cause GT Omega to be non-compliant with its own privacy policy. You will fully comply with any of Your own privacy policies that You may post to potential Customers on Your web sites or in Your other publicly accessible documents or materials.

III. WHAT RIGHTS ARE GRANTED TO YOU AND TO GT OMEGA?

A. Grant of Rights by GT Omega. Once You have been accepted, GT Omega grants to You a revocable, non-transferable, non-assignable, non-sub-licensable, royalty free, worldwide, limited right to display Referral Links as well as any applicable Marketing Support Materials provided by GT Omega, in all cases for the limited purposes of promoting GOAP, and in any event subject to the terms and conditions of this Agreement and GOAP´s T&C´s. This grant of rights is conditioned upon You: (a) not otherwise copying nor modifying, in any way, any Marketing Support Materials or other materials made available to You through GOAP; and (b) not removing or altering any copyright, trademark, or other notices or legends in any such materials.

B. Grant of Rights by You. You grant to GT Omega a revocable, royalty free, international license to display and distribute Your name, branding and/or logos for the limited purposes of promoting You to GT Omega and advertising that You are a participant and member in GOAP.

C. Ownership of Rights. The Referral Links, discount codes and Marketing Support Materials are owned or licensed solely and exclusively by GT Omega, as appropriate, and You agree not to challenge any of their respective proprietary rights. Your use of these shall inure to the benefit of GT Omega, as appropriate. You agree, upon GT Omega’s demand, to promptly stop or alter any of Your uses of these which GT Omega deems to be improper or which may have the potential to put the business of GT Omega at risk, and/or to increase the risk of liability to GT Omega.

D. Restrictions of Use of IP. You may not use GT Omega’s names, trademarks, service marks or domain names in any manner would reasonably lead a person to believe that You are GT Omega or that You are acting in any manner other than as an non-exclusive approved Affiliate. Unless expressly allowed in the Special Terms, You may not describe Yourself as an ‘authorized dealer,’ ‘agent,’ ‘sales representative,’ or otherwise through the use of any other term or in any other manner which implies you are anything other than an Affiliate as described in this Agreement. You may not claim that You or Your business has been ‘approved’ or ‘endorsed’ by GT Omega.

IV. HOW DO WE MAKE PAYOUTS?

A. How Calculated. GT Omega shall determine (where possible) actual Payouts that should be paid to You by GT Omega under and pursuant to the terms of GOAP for which You are an approved Affiliate. On a monthly basis, GT Omega will deliver the Payouts that GT Omega has calculated that You are owed by GT Omega, provided in each case that GT Omega has an outstanding balance of funds held by GT Omega which may be used for Payouts (the “Funds”). If Funds are insufficient to allow GT Omega to make Payouts to You, your Payouts will accrue without interest until GT Omega has sufficient Funds to allow GT Omega to make such Payouts to You. Your first affiliate payment shall be made in the payment cycle following the sixty (60) day anniversary of Your first non-refunded sale, unless otherwise agreed to by GT Omega in writing. The delivery of Payouts will be made via PayPal payment and will be no more often than monthly, on a schedule to be determined by GT Omega unless otherwise specified. If You qualify and meet certain minimum thresholds set by GT Omega, GT Omega may (at its sole discretion), provide weekly payments via PayPal only.

B. GT Omega Acting as Payment Agent Only. You agree that any Payout payments delivered to You by GT Omega are, in fact, payments to You from GT Omega in satisfaction of GT Omega’s Payout obligations to You. You agree that GT Omega’s delivery of Payouts shall in no way create any obligation on GT Omega’s part to further satisfy these obligations, and that GT Omega disclaims any and all liability for these payments.

C. Payout. the total balance of Payouts is normally paid out end of each month. 

D. Chargebacks. You acknowledge and agree that your Payouts are subject to Chargebacks that accrue after the month You have received a Payout, that GT Omega will calculate these Chargebacks as charges against any other Payout amounts owed to You in subsequent months, and that You will remain responsible to GT Omega in any event for outstanding negative balances which arise out of Chargebacks related to Your Referral Sales. GT Omega is not obligated to pay You any amounts in Your account connected with activities deemed to be fraudulent or criminal by GT Omega in its sole and reasonable discretion or for suppressed orders. The existence or possibility of fraud or criminal activity will be determined by GT Omega in its reasonable discretion, and GT Omega may make any inquiries and investigations GT Omega deems appropriate.

E. Payout Currency. Payouts shall be calculated in Pounds. If GT Omega agrees (in its sole discretion) to make payment to You in another currency, the conversion rate shall be determined in accordance with GT Omega's operating standards using the rates prevailing upon the date that payment is made to You, or upon the basis of historical conversion rates if rates are unavailable at that time (GT Omega may charge You for reimbursement of any service fees or other fees that GT Omega may owe to financial institutions or money transmitters as a result of conversion).

F. Holdback. In certain circumstances, GT Omega may hold back some or all of any Payouts that may be owed to You as a reserve to cover potential future Refunds or Chargebacks that may be charged against Your prior Referral Sales, or other liabilities You may owe to GT Omega (any such amounts, the “Reserves”). Any Reserves will be liquidated within one (1) year of the time they are initially held back. GT Omega may, in its sole discretion, impose higher than normal Reserves, or extend the holding periods for any Reserves, either temporarily or permanently, in order to reduce GT Omega’s risk of loss or damage to business under varying circumstances. GT Omega is in no way responsible for any losses You sustain, including claims for lost income, profits or interest, on account of the imposition of Reserves for any reason. Regardless of any Reserve GT Omega may choose to keep, You agree to pay GT Omega, upon demand, for any shortfall owed to GT Omega including shortfalls due to Refunds or Chargebacks.

V. WHAT DO YOU PROMISE TO US?

A. Representations. You make the following representations, warranties and covenants to GT Omega:

1. You have and shall have at all times all rights necessary to enter into this Agreement, to grant the licenses You grant hereunder, and to perform your obligations hereunder, and that You are of legal age and otherwise competent to be contractually bound to this Agreement. If You are a corporation or other form of business entity, the person who has entered into this Agreement on Your behalf is authorized to bind You to this Agreement, and the board of directors or others who control the corporation or other business entity have authorized the entity to enter into the Agreement.

2. You are solely responsible for compliance with, and will comply at all times with, all civil and criminal laws, rules and regulations applicable to You and Your business (including without limitation the CAN-SPAM Act of 2003 for US.The CAN-SPAM Act of 2003 establishes standards for the sending of commercial e-mail and requires the Federal Trade Commission (FTC) to enforce its provisions. For the UK, The British government implemented the relevant EU directive in December 2003 with the Privacy and Electronic Communications Regulations. Tougher legislation can be expected in the future. Mainstream advertisers also need to comply with industry self-regulation in the form of various codes of practice. For Australia, Australia's anti-spam law is the Spam Act 2003. A 2006 review confirmed the usefulness of the legislation such that significant changes are not expected. There are also two important codes of practice relevant to email marketers. For Canada, Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) covers online privacy in detail and contains many provisions relevant to email marketing. In addition, a government-initiated task force recommended specific anti-spam legislation in a 2005 report and in May 2008 an anti-spam law began progressing through the Canadian parliament. In New Zealand, Legislation regulating commercial email finally passed through the New Zealand Parliament at the end of February 2007 in the form of the Unsolicited Electronic Messages Act. It was referred to the Commerce Select Committee who reported back at the end of August 2006 with suggested amendments and enhancements).

3. Any of Your Content which You in any way associate with GT Omega and/or the GOAP does not infringe the intellectual property rights of GT Omega.

4. All of the information You provide to GT Omega is correct as of the time You entered it, and You will promptly update any of that information when it has changed.

5. In all of Your actions as an Affiliate and while associating Yourself with GT Omega and GOAP in any way, You shall not do any of the following: (1) engage in deceptive trade practices or any Regulated Business; (2) engage in spamming, indiscriminate advertising or sending of unsolicited commercial email; (3) use third party pop-up or pop-under systems or services to promote Programs; (4) replace, intercept, interfere with, hinder, disrupt or otherwise alter a Customer’s access, view or usage of Your web site, a Referred Link or GT Omega’s web site, including without limitation any click-through or traffic-based transaction; (5) auto-set cookies on a Customer’s browser; (6) collect personally identifiable information concerning Customers which is not fully disclosed in your privacy policy; (7) perform any activity that involves, facilitates, advocates or promotes (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability, (b) libellous, defamatory, obscene, pornographic, sexually explicit or abusive activities or materials, (c) gambling or illegal substances, (d) sedition, unauthorized copying or distribution of copyrights materials (e.g., music, videos, books, etc) or any other illegal activities, or (e) any violation of law or breach of the intellectual property or other rights of any other person, entity or organization; (8) violate the reasonable standards of doing business on the Internet (as determined by GT Omega in its sole discretion); or (9) any other activity which may expose GT Omega to increased business risk or legal liability.

B. Non-Solicitation. During the term of this Agreement, You may not enter into any agreement with GT Omega which concerns the referral of potential customers of GT Omega’s products and services or would in any manner compete against GOAP. You acknowledge that Your breach of this paragraph will result in irreparable injury to GT Omega for which monetary damages alone would not be an adequate remedy. Therefore, You agree that in the event of a breach or threatened breach of this paragraph, GT Omega shall be entitled to injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. In addition, GT Omega shall be entitled to collect its reasonable attorneys’ fees and expenses from You in obtaining such injunctive and/or other relief.

VI. WHAT RIGHTS DO WE HAVE AND KEEP?

A. Use of Data. GT Omega reserves the right to be able to utilize any data it derives from use of the Referral Links or Referral Sales, which may include information about Your performance statistics, to analyze GOAP trends, monitor GOAP efficiencies, maintain the integrity of the Referral Link code system, and promote GOAP capabilities and efficiencies. Further, where a particular Customer has authorized release of information to You (for example, as part of a rewards program You operate), GT Omega may also disclose data regarding the Customer’s Referral Sales transaction to You if You referred the Customer to the Web Shop. 

B. Nature of Relationship with GT Omega. Your relationship with GT Omega is non-exclusive, and GT Omega may enter into similar relationships with others without regard to competition with You or any of Your other interests. GT Omega neither approves nor endorses, nor are you permitted to state that GT Omega approves or endorses, Your businesses or other efforts other than approving Your rights to act as an Affiliate in GOAP as described in this Agreement, and You shall not in any way imply any other approval or endorsement by GT Omega.

C. Other Restrictions. GT Omega reserves the right to impose limits on sales of products through the Web Shop in GT Omega’s sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, GT Omega may limit or restrict sales to a minimum or maximum retail price, impose limits on the amount or number of purchases which may be charged to an individual payment account during any time period, or refuse to accept orders from Customers with a prior history of questionable charges.

VII. WHAT WARRANTIES DO WE DISCLAIM?

GT Omega makes no promises or warranties to You that Customers will purchase products from the Web Shop, that Referral Links will be functional at all times, or that GT Omega’s Web Shop will operate at all times or without error. GT OMEGA PROVIDES ITS SERVICES TO YOU UNDER THIS AGREEMENT “AS-IS, WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GT OMEGA DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MAY ARISE UNDER LAW OR EQUITY OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY OF INFORMATION. Except for any obligations GT Omega has to pay You the Payouts, You agree that Your sole and exclusive remedy for any breach of this Agreement by GT Omega is for You to terminate this Agreement.

VIII. HOW IS OUR LIABILITY LIMITED?

GT Omega’s total liability to You arising out of or under this Agreement shall be limited to One Hundred Euros (£100 Stirling POUNDS). 

GT OMEGA  SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THIS AGREEMENT IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

THE TERMS OF THIS AGREEMENT REFLECT AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES SUPPORTED BY (AMONG OTHER THINGS) THE PRICING AGREED TO BETWEEN THE PARTIES, AND THIS ALLOCATION IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THEM.

IX. YOU INDEMNIFY US FOR CERTAIN LOSSES

You and Your successors and assigns shall indemnify, defend, and hold harmless GT Omega, its corporate affiliates and subsidiaries and each of their respective directors, officers, employees, agents and subcontractors, and their respective successors and assigns from and against and in respect of any and all third party claims, demands, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the intellectual property rights of any other person or organization), obligations, liabilities, damages, recoveries and deficiencies, including interest, civil or criminal penalties or fines, reasonable attorneys’ fees and costs, that an indemnified party may incur or suffer, which arise, result from, or relate to (a) Your failure to perform, violation or breach of any of Your representations, warranties, covenants and/or obligations under this Agreement; or (b) an actual or alleged breach of any applicable civil or criminal laws by GT Omega caused directly or indirectly by Your actions or inactions (other than breaches of law due to GT Omega’s own knowing and intentional violation); or (c) Your participation in GOAP, including without limitation any taxes, liens, duties or other civil obligations which may be imposed on GT Omega directly as a result of Your participation (other than taxes directly imposed on GT Omega based on GT Omega’s own income); or (d) claims arising out of any other activities You perform, services You provide, or products You sell which are associated publicly in any manner with GOAP; or (e) the assertion of any infringement or other claims alleging that Your Content violates the intellectual property rights of any other person or organization (including those rights held by GT Omega); or (f) claims relating to the violation of any privacy policies You are required to comply with under this Agreement; or (g) the negligence or willful acts or omissions of You or Your employees or agents.

GT Omega will promptly provide You with written notice of any claim for which GT Omega seeks indemnification and will tender the defence of that claim to You. You will respond in writing to the tender of defence within twenty (20) business days of Your receipt of this notice, notifying GT Omega of any claim, demand, suit or proceeding for which You have agreed to indemnify and hold GT Omega harmless, and You will, upon GT Omega’s written request, will promptly defend and continue the defence of that claim, demand, suit or proceeding at Your expense. A failure by You to respond in writing to the tender of defence within the time specified in this paragraph will be deemed a waiver of any objection to its obligation to defend GT Omega, but a reservation of Your rights to object to any subsequent obligation to indemnify or to hold harmless GT Omega. In the event You accept the tender of defence with a reservation of rights, reject the tender of defence or fail to respond to a tender of defence, GT Omega shall thereafter have the right to control of the defence of that claim, including the right to select which firm defends the claim. In the event You reject the tender of defence, You will be liable for any legal fees and expenses incurred by GT Omega to compel You to honor Your indemnification obligations. You will obtain GT Omega’s express prior written approval to settle any claim if the settlement (i) arises from or is part of any criminal action, suit or proceeding, or (ii) contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of GT Omega, or (iii) requires any specific performance or non pecuniary remedy by GT Omega. If You fail to undertake and continue the defence or fail (in GT Omega’s sole and reasonable opinion) to adequately pursue or conduct the defence, GT Omega will have the right (but not the obligation) to make and continue the defence as it considers appropriate, and the expenses and costs thereof (including without limitation the amounts of any judgment rendered against GT Omega) will be paid by You. You further agree that You shall indemnify GT Omega for any reasonable attorneys' fees or other costs incurred by GT Omega in investigating or enforcing its rights under this Agreement.

X. HOW LONG DOES THIS AGREEMENT LAST?

A. Term. This Agreement starts on the date You acknowledge Your agreement with its terms to GT Omega, and will last until the day either of us should provide notice to the other terminate this Agreement by email (if to You, to the email address you have provided to GT Omega, and if to GT Omega, to [email protected]). Neither You nor GT Omega are obligated to continue under this Agreement for any period of time, and You should not rely upon whether or not Your participation in GOAP will continue for any period of time.

B. Termination of Program Participation. GT Omega may terminate Your agreement to participate in GOAP, or this Agreement in its entirety, at any time with or without cause upon notice to You.

C. Breach. If You are in breach of any provision of this Agreement, GT Omega may provide You with notice of Your breach, and GT Omega may (at its sole option) either provide You with an opportunity to cure, suspend Your use of GT Omega’s services, or terminate this Agreement with or without notice to You.

If GT Omega believes You have engaged or are engaging in fraudulent activities or are otherwise in breach of any of the terms of this Agreement, GT Omega may (without notice to you) suspend any of your pending Payout payments, and suspend the tracking of any new Referral Sales (without discontinuing tracking of Chargebacks) in which event GT Omega shall not be obligated to pay you for Referral Sales made during such suspension of tracking. Such temporary conditions may continue for so long as reasonably required by GT Omega to investigate the circumstances, until You cure Your breach to GT Omega’s reasonable satisfaction, or until this Agreement has been otherwise terminated. If GT Omega believes that You are engaging in any suspected fraudulent, abusive or otherwise illegal activity, GT Omega may also refer this knowledge to the appropriate law enforcement agencies (as GT Omega deems appropriate).

D. Events Upon Termination. With respect to GT Omega once this Agreement has been terminated, or in the event your participation in GOAP (but not the Agreement) is terminated, GT Omega and You agree to the following:

1. You will no longer be credited for Referral Sales arising out of any transactions on GT Omega’s Web Shop that occur on or after the termination date.

2. Your obligation to pay GT Omega for any shortfall in Your account (e.g., any obligations You may have arising out of Chargebacks) survives the termination of the Agreement. Without limiting the foregoing, You will satisfy any obligations You may have regarding Chargebacks to GT Omega upon GT Omega’s demand, or within 30 days of the effective date of termination, whichever comes sooner.

3. GT Omega will continue to make Payout payments to You as per this Agreement.

4. All grants of rights to You under by GT Omega or otherwise under this Agreement will terminate, and You will immediately remove references to GT Omega’s name, and any Referral Links and Marketing Support Materials, from Your web site, as well as from any other marketing materials which You distribute, publish or broadcast after the date of the termination.

5. You will continue to be responsible for any liability that might arise out of Your participation in GOAP (including without limitation fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of that participation). The provisions of this Agreement which contemplate their survival past the term of this Agreement shall survive the termination of this Agreement, including but not limited to GT Omega’s reserve rights and all of Your indemnity obligations.

6. GT Omega’s exercise of any of its rights under this Agreement shall be non-exclusive, and GT Omega may also exercise its rights to obtain any other remedies available to it at law or in equity.

XI. ANYTHING ELSE WE AGREE UPON?

A. Entire Agreement. This Agreement is a valid and enforceable agreement between GT Omega and You that sets forth the entire understanding between the parties with respect to the subject matter hereof, there being no terms, conditions, warranties, or representations other than those contained in this Agreement.

B. Amendments. GT Omega may amend this Agreement at any time by publishing a new version on the GT Omega web site. You will be required to agree to the modified version upon your next log-in to the Affiliate Panel. However, regardless of when you may log into the Affiliate interface, Your continued participation in the GOAP following the effective date of a new version (including without limitation any use, display or distribution by You of any Referral Link) will constitute Your acceptance if the new version, and all amendments to the prior forms of this Agreement, as of the effective date of their publication by GT Omega. If any amendment made by GT Omega in this manner is unacceptable to you, your only recourse is to terminate this Agreement. No other amendments to this Agreement shall be valid unless made in writing and signed by both You and GT Omega.

C. Assignment. You may not assign this Agreement, or any of Your rights under this Agreement, without the prior express written permission of GT Omega, and any attempt to assign in violation of the preceding shall, at GT Omega’s option, render this Agreement null and void. However, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. GT Omega may assign this Agreement or delegate its duties under this Agreement without Your permission. GT Omega may engage the services of subcontractors to assist GT Omega in the performance of its obligations pursuant to the provisions of this Agreement.

D. Force Majeure. GT Omega is relieved of any obligation to perform under this Agreement if it is unable to perform as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond GT Omega’s reasonable control.

E. Jurisdiction and Venue. This Agreement shall be governed by and interpreted under the laws of Landshut, Bavaria, Germany. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods. Any disputes or conflicts related to or arising out of this Agreement will take place exclusively in the state or federal courts located in Landshut, Germany and You expressly agree that any of these courts has personal jurisdiction over You. You waive all defences of lack of personal jurisdiction and forum non-convenience. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.

F. Rules and Regulations. GT Omega may from time to time establish and revise rules and regulations regarding Your use of GOAP by posting them on the GT Omega web site. Any of these rules or regulations (or revisions of the same) shall be deemed incorporated within and made a part of this Agreement as of the time they are posted.

G. Notices. If You are obligated under this Agreement to tell GT Omega something or You wish to give GT Omega legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested, OR by nationally recognized overnight courier which provides a written proof of delivery (e.g., FedEx, UPS, DHL, etc.). If GT Omega is obligated under this Agreement to tell You something or GT Omega wishes to give You legal notice of any kind, GT Omega may choose to do so either (a) by use of any of the addresses You gave to GT Omega during Your registration as an Affiliate, including postal mail or e-mail, or (b) by posting such notice on the GT Omega web site. If any notice fails to reach You because You gave GT Omega inaccurate address information, GT Omega’s notice shall nonetheless be deemed to have been delivered to You.

H. Other Terms. No waiver or breach of any provision of this Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of this Agreement is held to be invalid, the same will not affect in any respect whatsoever the remainder of the Agreement. The provisions of this Agreement will not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between GT Omega and the Affiliate. Notwithstanding any applicable statute of limitations, the Parties agree that any claims for breach of this Agreement will be brought by a Party within two (2) years of the date that Party first has notice of the existence of such breach. No provisions in either Party’s purchase orders or other business forms will modify, supersede or otherwise alter the terms of this Agreement. This Agreement has been negotiated by the Parties and their respective counsel, and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. Headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Any reference to a section will refer to all subsections of that section. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be one and the same document. A copy (including PDF) or facsimile of a signature will be binding upon the signatory as if it were an original signature. This Agreement will not become binding on either Party until each Party has received a counterpart executed by the other Party.

I. Electronic Signatures. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE GT OMEGA AFFILIATE PROGRAM PROVIDED BY GT OMEGA. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. 

GT Omega Affiliate Program (“GOAP”) Membership Agreement