Welcome to ACsports.com

This Agreement contains the terms and conditions that apply to an individual's or entity's participation in ACsports' Affiliate Program. In the Agreement, "we" refers to ACsports and "you" regers to the applicant, or the applicant's assigned representatives. "Site" means a World Wide Web site and, depending on the context, refers either to ACsports' site or the site that you will be linking to our site.

1. During the term of the Agreement, we grant you a nonexclusive, revocable, non-transferable, non-sublicenseable right and license to use the Links for the sole purpose of displaying the links on your website with the URL specified in your application in order to connect that site to our site.

   You will use the links only in the exact form, style and type that ACsports approves, and you will include with the links such copyright, trademark or other notices as may be required by law or requested by ACsports. We have the right to alter, modify or discontinue the use of any of the links or any of the form, style or type thereof at any time at our sole discretion.

   In addition to the foregoing control measures, we may implement additional control measures to protect our intellectual property rights in the links, and you agree to cooperate with us in our efforts to protect such intellectual property rights. You further agree to maintain a level of quality in connection with your use of the links that is consistent with that when you were accepted as an Affiliate member. You acknowledge that we will periodically monitor your use of the links to confirm your maintenance of such quality levels.

   You acknowledge that, except for the license granted in this Agreement, you have not acquired and will not acquire any right, interest or title to the links by reason of this Agreement or through the exercise of any right in the links granted to you hereunder. You further acknowledge that all proprietary rights in the links and the goodwill associated therewith are solely owned by and belong to ACsports. ACsports will be considered the creator of the links, and all rights to the links are ACsports' property. In addition, you grant, assign and convey to us any and all rights you may now have or may be deemed to have in the future with respect to the links or any portion of them. You agree not to register or attempt to register any brand, names, marks or other elements of the links as a trademark, service mark, Internet domain name, trade name, or any similar trademarks or names, with any domestic or foreign government authority that would be likely to cause confusion with any of our links. Other than as set forth in this Agreement, you shall make no use of the links or of any designation confusingly similar to any of the links without our prior written consent.

   You further agree that you will not have the right to, and you will not, (a) use any methods that have not been approved by ACsports for the purpose of identifying your site as a member of the Program and establishing a link from our site to yours; (b) use the links in any manner that suggests an endorsement or validation of any product or service other than our own; (c) use the links in connection or association with any matter that falls in the categories that we deem unsuitable, as is outlined in (1) of this Agreement; (d) use the links or any other names, marks, symbols, copyrights, logos, characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licensed or created by us, except as permitted by this Agreement; (e) use the links as your own property; or (f) use the links in connection with, in any manner or form, the names, marks, signs, symbols, products, or other proprietary designations or properties of any third parties.

   You will promptly report to us if you become aware of (a) any infringement on our intellectual property rights relating to the links by any third party, (b) any infringement by any such third party of any right granted under this Agreement and (c) any unauthorized copying or distribution of the links or any component thereof by any third party.

   
   
2. Affiliate Obligations
   You agree that you will be solely responsible for, and that you will defend, indemnify and hold us and our officers, directors, agents, employees and representatives harmless from and against, including legal fees and expenses, relating to or based on the development, operation and maintenance of your site.
   
   
3. Membership Application Processing
   We will process membership applications that follow links from your site to ACsports' membership application. We reserve the right to reject any applications that do not comply with any requirements that we might establish. We will be responsible for all aspects of membership application and the awarding thereof. We will prepare application forms; process payments, cancellation, and returns; and handle customer service. We will track memberships sold to customers who come to us via your site and will send you reports that summarize this activity. The form, content, and frequency may vary from time to time. To permit accurate tracking, reporting, and fee accrual, you must ensure that the links between your site and our site are properly formatted.
   
   
4. Referral Fees
   We will pay you a referral fee based on all membership sales to third parties. For a membership sale to generate a referral fee, the customer must follow a special link from your site to our online membership application, purchase a membership, accept terms of the membership, and remit full payment to us.
   
   
5. Fee Schedule
   You will earn fees based on the sales of memberships. Fees that ACsports will pay to the affiliates are based on the following structure:
   
   New Member Initial Sign-Up $5.00 Membership Renewal $5.00 per renewal
   
   
6. Fee Payment
   We will issue your referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a check for the referral fees earned during the previous month. However, if the fees payable to you are less than $50.00 U.S., we will hold the fees until the total amount due is $50.00 U.S., or until this Agreement is terminated. In the event that one of your referred members' memberships is not paid for, or the application for membership is declined by ACsports, you will not be paid for that member. All payment will be made in U.S. currency, drawn on a bank within the United States.
   
   
7. Policies and Pricing
   Members, who obtain memberships through this Program, become ACsports Cyber Athletes, and therefore, customers of ACsports. Accordingly, those members are subject to all ACsports rules, policies, and operating procedures. We reserve the right to change policies, pricing, and/or operating procedures at any time. Membership prices, promotions, and member benefits may vary from time to time. ACsports will use every effort to ensure that all affiliates have access to current information, but we cannot guarantee the accuracy of pricing at any time.
   
   
8. Term of the Agreement
   The "term" of this Agreement will begin upon our acceptance of your application and will end on the date this Agreement is terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party two days' written notice of termination. Upon the termination of this Agreement, you will immediately cease use of, and remove from your site, all links and any other materials owned, developed, licensed or created by us and/or provided on our behalf to you pursuant to this Agreement or in connection with this Program. You will not receive any compensation on membership sales following the end of the term, and moneys earned through the end of the term will be payable only upon the processing and receipt of the moneys payable to ACsports from referred member(s).
   
   
9. Limitation of Liability
   We will not be liable for indirect, special or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
   
   
10. Disclaimers
    We make no expressed or implied warranties or representations with respect to ACsports and/or its Programs, including the Affiliate Program. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
    
    
11. Independent Investigation
    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all the terms and conditions set forth herein. You agree that, in interpreting this Agreement, no weight shall be placed upon the fact that this Agreement has been drafted by us, and you shall not assert that this Agreement is unenforceable or invalid on the grounds that it is a contract of adhesion, that it is unconscionable or any similar theory. You understand that we may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those in this Agreement, or operate web sites that are similar to or compete with your web site. You have independently evaluated participation in this Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
    
    
12. Miscellaneous
    The provisions contained in this Agreement constitute the entire Agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.
    
    You may not assign or transfer this Agreement or any interest herein, nor shall the same be assignable by operation of law, without our prior written consent. For this purpose, "assignment" shall include any sale of a majority of the voting power of your capital stock or any merger, consolidation, or other comparable transaction following which you are not the surviving corporation.
    
    This Agreement shall be governed by, and in accordance with, the laws of the State of California. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement, shall be submitted for trial, without jury, before the federal or state courts located in the city of Los Angeles, California. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process inside or outside the State of California in any matter to be submitted to any such court pursuant hereto.