General terms and conditions for participation in Drop Card King's Affiliate Program

August 27, 2012

NOTE: PLEASE THOROUGHLY REVIEW THESE GENERAL TERMS AND CONDITIONS FOR PARTICIPATION IN DROP CARD KING'S AFFILIATE PROGRAM (THE "GENERAL TERMS AND CONDITIONS") BEFORE YOU COMMENCE YOUR PARTICIPATION IN DROP CARD KING'S AFFILIATE PROGRAM. IF YOU DO NOT AGREE TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS, DROP CARD KING IS NOT WILLING TO APPOINT YOU AS AN AFFILIATE AND YOU ARE NOT ALLOWED TO PARTICIPATE IN THE DROP CARD KING AFFILIATE PROGRAM. PLEASE NOTE THAT THE COMMENCEMENT OF ANY OF THE ACTIVITIES THAT ARE ALLOWED UNDER THE DROP CARD KING AFFILIATE PROGRAM WILL BE CONSIDERED AS AN ACCEPTANCE OF THESE GENERAL TERMS AND CONDITIONS.

1. BACKGROUND

Drop Card King has established an affiliate program, under which approved affiliates are entitled to promote Drop Card King and its products subject to the terms and conditions set out in these General Terms and Conditions (the "Drop Card King Affiliate Program").

2. DEFINITIONS

2.1 The following capitalized terms will have the meanings ascribed to them below, unless the context would obviously require otherwise.

"Affiliate" means an affiliate whose Affiliate Application has been accepted by Drop Card King by e-mail or otherwise in writing and who accepts these General Terms and Conditions.

"Affiliate Application" means the application form that must be submitted to Drop Card King in connection with the application to become a Drop Card King Affiliate.

"Affiliate Revenue Share" shall mean the revenue share that the Affiliate is entitled to, if any, in relation to sales of Drop Card King products that are tracked by the Drop Card King Tracking Functionality as sales that results from the Affiliate Promotional Activities performed hereunder.

"Affiliate Mailers" means newsletters and other mailers that the Affiliate issues from time to time to customers and other individuals who have accepted to receive such mailers from the Affiliate.

"Affiliate Promotional Activities" shall mean the promotional activities that the Affiliate performs hereunder in order to promote Drop Card King and the Drop Card King products as further specified in Section 3.1 hereto.

"Affiliate Resource Page" means the resource page that the Affiliate is granted access to when it has been approved as an Affiliate by Drop Card King, which specifies the Drop Card King Materials that the Affiliate is entitled to use whilst performing the Affiliate Promotional Activities hereunder.

"Affiliate Sites" means websites that are owned and controlled by the Affiliate.

"Affiliate User Account" means the Affiliate's user account for the Drop Card King Affiliate Program that: (i) specifies the contact details for the Affiliate; (ii) enables the Affiliate to use Drop Card King Tracking Functionality so that sales that directly relate to the Affiliate Promotional Activities can be properly tracked; (iii) specifies the Affiliate Revenue Share, if any.

"Effective Date" means the date when the Affiliate commences with any of the Affiliate Promotional Activities.

"Drop Card King Guidelines and Policies" means all other guidelines and policies of Drop Card King, its licensors and cooperation partners, including any updates of any of the foregoing, which Drop Card King makes available to the Affiliate on the Drop Card King website or otherwise in writing hereunder (including e-mails).

"Drop Card King Marks" means the name, trademarks, service marks, trade names, logos and/or other designations of origin of Drop Card King as specified on the Drop Card King website.

"Drop Card King Materials" means documents, texts, banners, graphics, logotypes, photos, screenshots, box shots and any and all other materials provided to the Affiliate on the Affiliate Resource Page or by any other means.

 means http://dropcardking.com/ including the shopping carts linked thereto.

"Drop Card King Products" shall mean all products that are subject to commerce on Drop Card King Site and feature Drop Card King Tracking Functionality.

"Drop Card King Tracking Functionality" means Drop Card King tracking functionality which tracks whether a sale of a Drop Card King product relates to the Affiliate Promotional Activities performed hereunder.

3. LICENSE RIGHTS AND RESTRICTIONS

3.1 Subject to the Affiliate's compliance with these General Terms and Conditions (including but not limited to the requirements set out in Section 4.1 below), Drop Card King grants the Affiliate, during the term hereof, a non-exclusive, non-transferable, non-sublicensable and limited license, to:

  1. use the Drop Card King Marks and the Drop Card King Materials on the Affiliate Site(s) to provide links from the Affiliate Sites to the Drop Card King Site;
  2. use the Drop Card King Marks and the Drop Card King Materials in Affiliate Mailers to provide links to the Drop Card King Site;
  3. subject to Drop Card King's prior written approval, use the Drop Card King Marks, the Drop Card King Materials and the Drop Card King Products for any other promotional activities.

3.2 The Affiliate may not assign, delegate, sublicense, pledge or otherwise transfer the rights or licenses set out herein, or any of its obligations hereunder to any third party other than as expressly granted under these General Terms and Conditions.

3.3 The Affiliate may not alter, change, modify or adapt the Drop Card King Marks or the Drop Card King Materials, unless otherwise approved by Drop Card King in writing (in each specific case).

3.4 The Drop Card King Marks, the Drop Card King Materials and the Drop Card King Products and any and all patents, copyrights, trademarks, design rights and any and all other intellectual property rights associated therewith, are the exclusive property of Drop Card King and its licensors. All rights in and to the Drop Card King Marks, the Drop Card King Materials and the Drop Card King Products are reserved by Drop Card King and its licensors and the Affiliate obtains no other rights than the limited license rights explicitly granted under Section 3.1 above.

4. THE AFFILIATE'S OBLIGATIONS

4.1 The Affiliate undertakes to:

  1. place links on the Affiliate Sites to the Drop Card King Site through use of the Drop Card King Marks and the Drop Card King Materials;
  2. ensure that the Affiliate Sites do not contain any content that is illegal or which can be considered as defamatory, racist, abusive or fraudulent;
  3. ensure that the Affiliate Mailers that include Drop Card King Marks, Drop Card King Materials or links to Drop Card King Products cannot be considered as spam or unsolicited e-mails;
  4. ensure that all use of the Drop Card King Marks or the Drop Card King Materials is made in compliance with the Drop Card King Guidelines and Policies and Drop Card King's instructions from time to time;
  5. upon Drop Card King's request, promptly remove from any Affiliate Sites or any Affiliate Mailer any Drop Card King Marks, Drop Card King Materials or any text relating to Drop Card King or the Drop Card King products;
  6. ensure that the use of the Drop Card King Marks, the Drop Card King Materials and the Drop Card King Products are made in compliance with any and all applicable laws and regulations, including but not limited to export control laws, privacy laws, marketing laws and consumer protection laws;
  7. ensure that the contact information in the Affiliate User Account is complete, correct and at all times accurate; and
  8. ensure that no third party is given access to the password of the Affiliate User Account and immediately inform Drop Card King of any suspected misuse of the afore-mentioned password.

4.2 The Affiliate shall, during the term hereof and thereafter, indemnify Drop Card King against any and all liabilities, damages, losses, costs and expenses (including reasonable legal fees and expenses) suffered or incurred by Drop Card King due to: (i) the Affiliate's breach of these General Terms and Conditions; or (ii) otherwise due to the Affiliate's use of the Drop Card King Marks or the Drop Card King Materials.

5. DROP CARD KING'S OBLIGATION

Drop Card King shall pay any Affiliate Revenue Share that the Affiliate is entitled to in connection with the Affiliate Promotional Activities hereunder, if any, without undue delay. Any Affiliate Revenue Share percentage shall be calculated on the end user purchase price of the applicable Drop Card King product exclusive of any and all taxes and shipping fees (if applicable).

The Affiliate will only be entitled to Affiliate Revenue Share on sales of Drop Card King products which can be tracked by the Drop Card King Tracking Functionality.

6. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, THE DROP CARD KING MARKS, THE DROP CARD KING MATERIALS AND THE DROP CARD KING PRODUCTS (AND ANY AND ALL PARTS THEREOF) ARE PROVIDED "AS IS" AND DROP CARD KING MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE DROP CARD KING MARKS, THE DROP CARD KING MATERIALS OR THE DROP CARD KING PRODUCTS, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.

7. LIMITATION OF LIABILITY

7.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE GENERAL TERMS AND CONDITIONS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (I) INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; NOR FOR (II) DAMAGE TO PROPERTY; LOSS OF USE OR DATA; LOSS OF PRODUCTION; OR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); NO MATTER WHAT THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Notwithstanding anything to the contrary herein, Drop Card King's total accumulated liability hereunder shall not exceed the payments made to the Affiliate hereunder during the period of time the Affiliate operated in the interest of the Drop Card King Affiliate Program, and under Drop Card King approval.

7.3 Notwithstanding the above, the limitation of liabilities set out in Section 7.1 above shall not apply in case of gross negligence or willful misconduct or in case of a breach of, or in relation to, Section 3, Section 4.1 (ii)-(x), Section 4.2 and Section 8.

7.4 No action, regardless of form, arising out of any alleged breach of these General Terms and Conditions may be brought by either party more than twelve (12) months after the cause of action occurred or became known to the claiming party, whichever is later.

8. CONFIDENTIALITY

The Affiliate undertakes to keep and treat as confidential and not disclose to any third party any information relating to Drop Card King's business and trade secrets received in connection with the Affiliate's participation in the Drop Card King Affiliate Program (including but not limited to product related and commercial information) nor make use of such information for any purpose whatsoever other than for the purposes of its participation in the Drop Card King Affiliate Program. The confidentiality undertaking shall last during the term of the Affiliate's participation in the Drop Card King Affiliate Program and for a period of five (5) years thereafter.

9. TERM AND TERMINATION

9.1 Drop Card King may further prematurely terminate the Affiliate's participation in the Drop Card King Affiliate Program upon written notice to the Affiliate (including e-mail), with immediate effect: (i) if the Affiliate, in Drop Card King's reasonable discretion, is in material breach of these General Terms and Conditions; (ii) if the Affiliate's use of the Drop Card King Marks, in Drop Card King's reasonable discretion, dilutes or tarnish the Drop Card King Marks or harms the reputation of Drop Card King in any way; (iii) if the Affiliate becomes insolvent or enter into liquidation, bankruptcy or other procedure due to its inability to pay its debts; or (iv) in the event of a change of control of the Drop Card King.

9.2 Upon termination or expiration of the Affiliate's participation in the Drop Card King Affiliate Program, all rights granted to the Affiliate hereunder shall terminate and the Affiliate shall: (i) cease any and all use of the Drop Card King Marks, the Drop Card King Materials and the Drop Card King Products; and (ii) destroy any Confidential Information of Drop Card King received hereunder.

9.3 Sections which by their nature are intended to survive the termination or expiration of these General Terms and Conditions, shall so survive the expiration or termination hereof, including but not limited to Section 4.2, Section 6, Section 7, Section 8 and Section 12.

10. REVISIONS OF THESE GENERAL TERMS AND CONDITIONS

Drop Card King reserves the right to revise these General Terms and Conditions upon at least thirty (30) days prior written notice to the Affiliate (including e-mail). If the Affiliate does not accept the revised General Terms and Conditions, the Affiliate is entitled to terminate its participation in the Drop Card King Affiliate Program with immediate effect upon written notice to Drop Card King (including e-mail).

11. MISCELLANEOUS

11.1 All notices required or permitted to be given by either party under these General Terms and Conditions shall be in writing and may be delivered by courier, registered mail, facsimile or e-mail and shall be deemed given upon dispatch of such notice. A notice to the Affiliate shall be made to the contact details specified in the Affiliate User Account, and notices to Drop Card King shall be made to the contact details specified on Drop Card King website.

11.2 The Affiliate may not assign any of its rights or obligation under these General Terms and Conditions to a third party without the prior written consent of Drop Card King.

11.3 The failure by Drop Card King or the Affiliate to enforce any provisions of these General Terms and Conditions or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

11.4 If any provision of these General Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.5 The Affiliate's participation in the Drop Card King Affiliate Program is not intended to establish any partnership, agency, joint venture, employment, or other relationship between the Drop Card King and the Affiliate except that of independent contractors.

11.6 These General Terms and Conditions contains the entire agreement between the parties on the subject matter hereof and supersedes all undertakings and agreements previously made between the parties with respect to the subject matter of these General Terms and Conditions.

11.7 Except as set out in Section 10 above, these General Terms and Conditions may be modified only by a written document duly signed by both parties and referencing these General Terms and Conditions.

12. GOVERNING LAW AND ARBITRATION

Notwithstanding the above, nothing in these General Terms and Conditions shall prevent either party from seeking any interim or final injunctive relief by a court if competant jurisdiction.