Please read these Affiliate Terms carefully before applying to become an Affiliate, as they set out our respective legal rights and obligations in relation to Rubystone Inc.’s Affiliate Program. You will be asked to agree to these Affiliate Terms before becoming an Affiliate. 

If you have any questions or comments about the  Affiliate Program, please contact us at affiliates@rubystone.co. 

 1. Definitions and interpretation 

In the Agreement: 

“Acceptance Email” means an email sent by, or on behalf of, the Company to an Affiliate confirming that the applicant has been accepted into the Affiliate Program. 
 
“Affiliate” means the person (natural or legal) specified as the applicant for the Affiliate Program on the Registration Form. 
 
“Affiliate Program” means the Company's website affiliate program for the Websites. 
 
“Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form. 
 
“Agreement” means the agreement between the Company and the Affiliate incorporating these Affiliate Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time. 
 
“Company” means Rubystone Inc., on behalf of (i) Rubystone Play LLC, the operator of PeakPlay (www.peakplay.com), and (ii) Rubystone Ventures LLC, the operator of Ruby Sweeps (www.rubysweeps.com) and GoldSlips (www.goldslips.com). 

“Effective Date” means the date the Agreement comes into force as specified in Clause 2.2. 
 
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any third Party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars). 

“Leads” mean the tracked persons using a Website as a result of promotion and referral by the Affiliate. 
 
“Link” means a hyperlink (whether embedded in text or an image or otherwise) from the Affiliate Website to a Website in the form, of the design, and in a position on the Affiliate Website specified on the applicable Website. 
 
“Parties” means the Affiliate and the Company. The Affiliate and the Company may be referred to individually as a “Party” or collectively as the “Parties”. 
 
“Payments” means amounts due to an Affiliate in respect of each Lead as such financial terms are confirmed in the Acceptance Email. (subject to the provisions of the Agreement). 

“Prohibited Materials” means content, works or other materials that the Company determines (acting reasonably) constitute: 

1. indecent, obscene, pornographic or lewd material; 
   (b) material that breaches any applicable laws, regulations or legally binding codes; 
   (c) material that infringes any third party intellectual property rights or other rights; 
   (d) material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user; 
   (e) computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or 
   (f) spam or bulk unsolicited email. 

“Registration Form” means the form on a Website enabling users to apply to become Affiliates. 

“Term” means the period in which the Agreement is in effect. 

“Website” or “Websites” means, collectively,  the following websites accessible via the following URLs:  www.peakplay.com; www.rubysweeps.com; and www.goldslips.com. 

The Clause headings do not affect the interpretation of the Agreement. 

 2. The Agreement

2.1 In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form and accept these Affiliate Terms. 

2.2 The Agreement will come into force if and when the Company sends the Acceptance Email to the Affiliate. 

2.3 The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 11 or any additional terms set forth in the Acceptance Email. 

3. Affiliate Program

3.1 The Affiliate will promptly after the Effective Date include one or more Links on the Affiliate Website for each applicable Website, and will maintain those Links on the Affiliate Website during the Term. 

3.2 The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of each Website’s respective trademarks and branding, and the Affiliate will make such amendments within seven (7) days of the request. 

 4. Affiliate obligations 

4.1 The Affiliate will provide the Company with: 
(a) such cooperation as is required by the Company (acting reasonably) in connection with the Affiliate Program; and 
(b) all information and documents required by the Company (acting reasonably) in connection with the Affiliate Program. 

4.2 The Affiliate must: 
(a) keep the Affiliate Website up-to-date and in good working order; 
(b) ensure that the quality of the design, content and functionality on the Affiliate Website does not materially deteriorate during the Term; and 
(c) ensure that all marketing of, or relating to, the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally. 

4.3 The Affiliate must not: 
(a) include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website; 
(b) market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware,  adware or similar software, or using any other antisocial or deceptive methods; 
(c) increase, or seek to increase, the number of Leads or Payments using any fraudulent or deceptive method; 
(d) make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company; 
(e) include any hyperlink to a Website from the Affiliate Website that is not a Link; or 
(f) include any reference to the Company or the  Websites on the Affiliate Website which may be viewed as disparaging. 

4.4 The Affiliate will not take any action in connection with the Affiliate Program which might reasonably be expected to lead to damaging the reputation or goodwill of the Company and/or the Websites. 

4.5 The Affiliate may not modify, impair, disable or otherwise interfere with the Links, any tracking codes and/or other technology required in order to ensure proper tracking. 

4.6 The Affiliate must not “spam” and/or use unsolicited email.   

4.7 The Affiliate is responsible for the quality and origin of the traffic that it provides to a Website, and will not knowingly, accidentally or unknowingly sends traffic of a questionable quality and/or origin to any Website. 

4.8 The Affiliate may not copy any other affiliate’s website.   

4.9 The Affiliate will comply with all applicable legislation and/or regulations relating to the use of cookies, and will use all necessary notification procedures regarding the use of cookies to all Affiliate Website visitors. 

 5. Certain Rights 

5.1 The Company grants to the Affiliate during the Term a non-exclusive, royalty-free license to reproduce electronically and publish the Links on the Affiliate Websites. 

 6. Payments 

6.1 The Affiliate is solely responsible for paying any VAT. 

6.2 If the Company is required by law to deduct or withhold any  taxes or duties from any Payments, the Company will deduct such amounts from the Payments before paying them to the Affiliate. 

6.3 Payments to the Affiliate will be made in US Dollars by check or bank transfer (using such payment details as are provided by the Affiliate on the Registration Form). 

6.4 If the Company does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge the Company simple interest on the overdue amount at the maximum amount permitted by applicable law in the State of California. 

6.5 No Payments will be due in respect of: 
(a) any purchases on a Website made by or on behalf of: 
(i) the Affiliate; 
(ii) any parent or subsidiary of the Affiliate; 
(iii) any employee, agent or officer of the Affiliate or any affiliated person or entity; or 
(iv) by any natural person related to any of the above; 
(b) any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; or 
(c) any purchases on a Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to a  credit or offset against any future Payments or require repayment by the Affiliate of Payments made as a result of such purchases). 

6.6 The Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company (whether under the Agreement or otherwise) and/or against any loss or damage suffered by the Company (whether in relation to the Agreement or otherwise) arising out of the Affiliate's acts or omissions. 

7. Warranties

7.1 Each Party warrants to the other Party: 
(a) that it has the legal right and authority to enter into and perform its, his or her obligations under the Agreement; and 
(b) that it will perform its, is or her obligations under the Agreement with reasonable care and skill. 

7.2 All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract. 

 8. Indemnity 

The Affiliate will indemnify the Company and its affiliated entities, and its and their respective officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Affiliate of any term of the Agreement. 

 9. Liability

9.1 Nothing in the Agreement will exclude or limit the liability of either Party for: 
(a) death or personal injury caused by that Party's negligence; 
(b) fraud or fraudulent misrepresentation on the part of that Party; or 
(c) any other liability which may not be excluded or limited under applicable law. 

9.2 Subject to Clause 9.1, a Party’s liability to the other Party under or in connection with the Agreement will be limited as follows: 
(a) neither Party will be liable for any: 
(i) loss of profits, income or anticipated savings, 
(ii) loss or corruption of any data, database or software, 
(iii) reputational damage or damage to goodwill, 
(iv) loss of any commercial opportunity, or  
(v) punitive damages, or 

(vi) indirect, special or consequential losses or damages; 
(b) neither Party will be liable for any losses arising out of a Force Majeure Event; and 
(c) the Company's aggregate liability will in no circumstances exceed the total amount paid (or, if greater, payable) by the Affiliate to the Company under the Agreement. 

10. Force Majeure Events

10.1 Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event. 

10.2 A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will promptly notify the other Party. 

10.3 The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event. 

11. Termination

11.1 Either Party may terminate the Term of the Agreement at any time by giving written notice to the other Party. 

11.2 The Company may terminate the Agreement for “cause”  (with or without giving written notice to the Affiliate) if the Affiliate: 
(a) breaches any portion of Clause 4 of these Affiliate Terms or any other term of the Agreement; or 
(b) becomes insolvent, enters into any insolvency process or procedure, or becomes the subject of a bankruptcy petition or order. 
 

12. Effects of termination

12.1 Upon termination, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8, 9, 12 and 13. 

12.2 If the Agreement is terminated by the Company for “cause” under Clause 11.2, the Company will not have any obligation to make any further Payments to the Affiliate. 

12.3 Subject to Clause 12.2: 
(a) the Company will remain obligated to pay to the Affiliate all Payments due from and after the expiration of the Term  in accordance with the terms of the Agreement; and 
(b) expiration of the Term or termination of the Agreement will not affect either Party’s accrued rights as at the date of expiration or termination. 

 13. General

13.1 Any notice given under the Agreement must be in writing and must be delivered by/to the email specified on the Registration Form (in the case of the Affiliate) and legal@rubystone.co (in the case of the Company). 

13.2 No breach of any provision of the Agreement will be waived, except with the express written consent of the Party not in breach. 

13.3 If any portion of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other portions of the Agreement will continue in effect. If any unlawful and/or unenforceable portion would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of said portion will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant portion will be deemed to be deleted). 

13.4 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties. 

13.5 The Agreement may be varied by the Company posting a new version of the Agreement on the Websites and notifying the Affiliate in writing that the Agreement has been varied. The Affiliate's continued participation in the Affiliate Program after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement. 

13.6 The Company may freely assign its rights and/or delegate its obligations (including the Company’s obligations to make Payments) under the Agreement without the Affiliate’s consent. 

13.7 The Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to amend or terminate, or make any settlement in respect of, the Agreement are not subject to the consent of any third party. 

13.8 The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties (whether written or oral) relating to the subject matter of the Agreement.  

13.9 The Agreement will be governed by and construed in accordance with the laws of California USA, without regard to conflict of laws principles.