Sports Card Investor’s Affiliate Program Terms of Use and Agreement
Last updated: January 25, 2021
Thanks for wanting to become part of the Sports Card Investor, LLC (“SCI”) Affiliate Program! It’s important that you know that by joining our Affiliate Program, you’re agreeing to be bound by these Affiliate Program Terms of Use and Agreement (“Agreement”). This Agreement governs your use, access to and payouts from the Affiliate Program. We may change this Agreement at any time, but we will notify you by email of any material changes. Your continued use of this Affiliate Program means that you accept any new or modified terms and conditions.
1) Referral Fees. During the Commission Period, SCI shall pay you a referral fee for Referred Members. Unless otherwise agreed to in writing by SCI, Referral fees will be calculated as 30% of gross revenue earned from monthly or annual membership subscription payments by all Referred Members tracked to you, minus taxes, refunds, and discounts provided to Referred Members by reason of the use of your unique affiliate code. Referral fees shall not apply to other purchases or types of revenue SCI may earn from a Referred Member, other than monthly or annual membership subscription payments.
A “Referred Member” means each new and unique customer referred from you through an associated link or referral code that opens a valid account and subscription information on SportsCardInvestor.com. SCI will provide you with a referral code for use on you properties.
Unless otherwise agreed to in writing by SCI, the “Commission Period” is the period beginning on the date a Referred Member creates a new, valid account with SCI and makes its first membership subscription payment, and ending 729 days after the date of the Referred Members’ first membership subscription payment.
2) Reporting and Payments. SCI will provide you with a monthly performance report featuring relevant Referred Member data.
No Referral Fees will be paid for: (i) A purchase by a Referred Member that is not in good standing or is in violation of Sports Card Investor’s Terms of Use or other applicable policies at the time the fees accrue. (ii) A purchase that SCI suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
Referral Fees will be paid monthly, provided that if the total Referral Fees for a given month are less than $50, payment will be held until the total Referral Fees equal or exceed $50.
3) Rights Granted to you. Subject to Your continued compliance with the terms and conditions of this Agreement, SCI grants you, during this Agreement:
A. A limited, nonexclusive, nontransferable right to use affiliate links (“Links”) and materials provided by SCI on your websites, social media channels, videos and emails; and
B. A limited, nonexclusive, nontransferable, royalty-free right to use the Sports Card Investor name as well as any of Sports Card Investor’s related trademarks, service marks, logos, other distinctive indicia and intellectual property (collectively, the “Sports Card Investor Marks”) solely for the purposes set forth in this Agreement. Notwithstanding the foregoing, you shall not use the Sports Card Investor Marks without SCI’s prior review and approval, and SCI shall have the sole and absolute discretion to deny any proposed use of the Marks. You may not sublicense, assign or transfer any interest in the limited license granted in the Sports Card Investor Marks without SCI’s prior written approval. SCI at all times shall retain all ownership interest in the Sports Card Investor Marks, and nothing herein shall be construed or understood to be a transfer to you of any rights whatsoever except the limited nonexclusive license granted herein. Rights Granted to SCI. Subject to SCI’s continued compliance with the terms and conditions of this Agreement, you grant SCI, during this Agreement, a limited, nonexclusive, nontransferable, royalty-free right to use your name as well as any of your related trademarks, service marks, logos, other distinctive indicia and intellectual property (collectively, the “Your Marks”) solely for the purposes set forth in this Agreement.
4) Your Representations and Warranties. You hereby represent and warrant to SCI as follows: (a) You have been duly authorized by all required company action to enter into this Agreement; (b) Neither the execution, delivery and performance of this Agreement or any of the agreements, documents or instruments to be executed and delivered in connection herewith or pursuant hereto nor the consummation of the transactions contemplated hereby or thereby will result in: (1) a breach of, or a default under, or the creation of any right of any party to accelerate, terminate or cancel, any contract, permit, authorization or concession to which you is a party or; (2) a violation by you of any law, rule or regulation applicable to its business. (c) This Agreement constitutes the legal, valid and binding obligation of you, enforceable against you, in accordance with its terms, except as such enforceability may be limited by: (1) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally; and (2) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
5) Term; Termination. This Agreement will commence as of the date you register for the SCI Affiliate Program, and shall continue in perpetuity until a termination pursuant to this paragraph. Either party may terminate this Agreement upon fourteen (14) days’ prior written notice to the other party. Either party may immediately terminate this Agreement if the non-terminating party: (a) becomes insolvent, files a petition for relief under any state or federal law relating to bankruptcy or insolvency, or has a receiver appointed for all or any part of its business or assets; (b) ceases operations; or (c) breaches any term of this Agreement and fails to cure such breach within 5 days. Effect of Termination. Upon termination or expiry of this agreement, you will continue to earn referral fees for a period of 1 year for all Referred Members who were referred to Sports Card Investor prior to the date of termination or expiry. This paragraph shall survive the termination of this Agreement.
6) Independent Contractors. The parties are, at all times, independent contractors and this Agreement will not be construed as a partnership or joint venture agreement. Nothing herein shall be deemed or construed by a party as creating the relationship of principal and agent. Neither party has any right or authority to bind the other party to any legal obligation.
7) Compliance with Laws. Each party covenants and agrees that it will comply with all applicable laws and regulations with respect to its activities hereunder.
8) Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. There are no unwritten oral agreements between the parties.
9) Indemnity. Each party agrees to indemnify and hold harmless the other party and other party’s officers, directors, shareholders, members, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, resulting from, arising out of, or related to any breach of any warranty, representation, covenant, or any other term or condition contained in this Agreement by the indemnifying party in this Agreement. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought from an indemnifying party, such indemnified party shall promptly notify the indemnifying party in writing, and the indemnifying party shall assume the defense thereof, including the employment of counsel satisfactory to such indemnified party and the payment of all expenses. The indemnifying party shall not, except with the written consent of the indemnified party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of an unconditional release from all liability in respect of such third party claim or demand. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless: (a) the indemnifying party has agreed to pay such fees and expenses; or (b) the indemnifying party shall have failed to assume the defense of such action or proceeding or shall have failed to employ counsel reasonably satisfactory to such indemnified party in any such action or proceeding, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that joint representation is inappropriate under applicable standards of professional conduct due to an actual or potential material conflict of interest between such indemnified party and indemnifying party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such indemnified party and any other indemnified parties, which firm shall be designated in writing by such indemnified parties). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment
10) Limitation of Liability. In no event shall either party, its suppliers and licensors or any of their respective officers, directors, employees, representatives and stockholders be liable for any consequential, special or indirect damages arising hereunder, even if each party, its suppliers and licensors or any of their respective officers, directors, employees, representatives and stockholders have been advised of the possibility of such claims. Each party’s aggregate maximum liability with respect to this agreement shall not exceed the total amounts paid or payable to the referrer pursuant to the terms of this agreement; provided, however that such aggregate maximum liability limit shall not apply to a party’s obligations to indemnify the other party pursuant to the Indemnity clause above.
11) Assignment. This Agreement may not be assigned, conveyed or transferred without the prior written consent of the non-assigning party, except that if the assigning party undergoes a change of control or ownership, the assigning party may assign this Agreement to the new owners without obtaining the non-assigning party’s prior written consent.
12) Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all confidential and proprietary information including, without limitation, trade secrets, business and financial information, customer and vendor lists and pricing and sales information (collectively, “Confidential Information”), shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. No party shall disclose, or use for its own benefit or the benefit of any such party’s affiliate, any trade secret or confidential, proprietary or other non-public information obtained from the other party during the course of this Agreement. The parties shall protect the Confidential Information of the other party with the same standard of care with which the party protects its own Confidential Information, but in no instance less than a reasonable standard of care. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which (i) at the time of the disclosure is generally available to and known by the public or publicly available (other than as a result of the disclosure directly or indirectly by the receiving party or any of its representatives), (ii) can be shown was available to or known by the receiving party on a non-confidential basis from a source other than the disclosing party or its agents, provided that such source is not and was not bound by a confidentiality agreement or other duty to keep such information confidential or (iii) can be shown has been independently developed by the receiving party without violation of any obligation under this Agreement. The obligations of confidentiality shall continue during this Agreement and, (A) with respect to Confidential Information, continue for three (3) years after the termination of this Agreement, and (B) with respect to trade secrets shall continue for as long as the trade secret nature of any trade secret has not been determined to be lost by a court from which no further appeal is taken. Neither party shall disclose the terms of this Agreement except: as required by law, regulation or order of a court or executive agency having competent jurisdiction; or to such party’s attorneys, accountants, advisers or other representatives for the purpose of seeking legal, tax or business advice regarding this Agreement, and provided that such party shall advise its representatives of the obligations of confidentiality set forth herein. This Section shall survive any termination of this Agreement.
13) Dispute Resolution by Binding Arbitration and Class Action Waiver. If a dispute arises in connection with this Agreement, all parties each agree that except as provided below, the Dispute will be submitted to final and binding arbitration before a panel of three arbitrators of the American Arbitration Association (“AAA”) in Atlanta, Georgia. Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures, Supplementary Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You expressly agree to refrain from bringing or joining any claims in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration.
YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION.
14) Your Agreement. You acknowledge and agree that by agreeing to this Agreement electronically you are expressly agreeing to the terms set forth herein. You acknowledge that your registration for the SCI Affiliate Program constitutes your agreement and intent to be bound by this Agreement.
15) Everything Else. If any provision in these Terms and Conditions is found to be invalid, unenforceable, or nonsensical, the remaining provisions will continue in full force and effect. This agreement is and always will be governed by the laws of the United States of America and the State of Georgia (except with respect to choice of law). You agree that the proper forum for any claim arising thereunder will be the courts of Atlanta, Georgia.
