Last Updated September 1, 2017
The Emergence Referral Program (“Referral Program”) is offered by Emergence Board Games (“Emergence”) and provides Users who are interested in referring their friends or contacts (“Referrers”) the opportunity to refer eligible individuals (“Referrals”) to purchase Emergence Products.
THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND EMERGENCE (“PARTIES”). BY APPLYING TO PARTICIPATE IN THE REFERRAL PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY, YOU AGREE THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY TO THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE BETWEEN YOU AND EMERGENCE AS OF THE DATE YOU ELECTRONICALLY ACCEPT THIS AGREEMENT (“EFFECTIVE DATE”).
2. REFERRER ELIGIBILITY
To be eligible to participate in the Referral Program as a Referrer, you must be at least 18 years of age. If you violate the terms of the Referral Program Rules, Emergence may suspend or terminate your ability to participate in the Referral Program.
3. CERTIFIED REFERRALS
3.1 “Certified Referrals” qualifies as Referrals (a) referred by you to Emergence, (b) who complete the referral procedure in accordance with the procedure described in Section 3.2 below, (c) who purchase one of the following Emergence Products: Early Bird Special - Emergence: Dark Ops, Emergence: Dark Ops, Early Bird Special - Combo Pack, Emergence Combo Pack, or Operative Support Level; (d) who are not rejected by Emergence, and make payment for purchase by the 29th day of October, 2017 (the “End Date”), and (e) who have not been issued a refund for purchase of Emergence Products. All Referrals will be deemed rejected by Emergence if they do not become a Certified Referral within thirty (30) days of End Date.
3.2 Referral Procedure. Each Referral shall be referred to Emergence by you through a unique and traceable Uniform Resource Locator (“URL”) provided by Emergence to you, which you may promote, market, and advertise to potential Referrals. Upon following the URL, at a Referral’s own discretion, Referral shall be provided details to fully complete and purchase Emergence Products to become a Certified Referral. A Referral’s session (“Session”) begins when the Referral follows the traceable URL provided by Emergence to you, and ends when the user closes the URL webpage. Referral must complete and purchase Emergence Products within a reasonable time during a Session to become a Certified Referral. Emergence shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.
4. REFERRAL REWARDS
4.1 General. You are eligible to earn a referral incentive (“Referral Reward”) based on the quantity of Certified Referrals that you refer to Emergence (“Reward Criteria”). The Reward Criteria are set by Emergence at its sole discretion and are subject to change at any time. The Reward Criteria may vary by market or within a particular market. Emergence, at its sole discretion, may make available certain promotions with different Reward Criteria or Referral Rewards to other Users or prospective Users. These promotions, unless offered to you, shall have no bearing whatsoever on your Agreement or relationship with Emergence. Users cannot earn Referral Rewards for referring themselves.
4.2 Resolving Disputes over Referrals. In the event that multiple persons claim credit for a particular Certified Referral, Emergence has full discretion to determine which person earned such referral.
4.3 Reservation of rights. Emergence reserves the right to withhold Referral Rewards obtained through the Referral Program in the event that Emergence determines or believes that the receipt of the Referral Reward was in error, fraudulent, illegal, or in violation of these Referral Program Rules or any other applicable agreement between you and Emergence.
5.1 No Misrepresentations. You agree that you will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
- Impersonate any person or entity
- Misrepresent your relationship with Emergence or any other third party.
- Suggest that an affiliation or partnership exists with a third party where none exists.
- Don’t make misrepresentations with respect to the characteristics or qualification requirements for any Referral Rewards. You acknowledge that Emergence may change the characteristics or qualification requirements for Referral Rewards in its discretion, and therefore you shall not represent any fixed characteristics.
5.2 Prohibited Activities. You agree to not associate Emergence with content that is unlawful in any manner, or which is otherwise defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, harmful, or otherwise objectionable in Emergence’s sole discretion.
6. TERMS AND TERMINATION OF AGREEMENT
6.1 The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue until the End Date.
6.2 Emergence may terminate this Agreement, effective immediately, upon thirty (30) days prior notice to you. From and following the date of termination of this Agreement, your rights under this Agreement shall terminate, and you shall not be entitled to receive any Referral Rewards under this Agreement other than Referral Rewards earned or accrued prior to termination of this Agreement.
7. OTHER TERMS
7.1 Agreement Amendments. Emergence may modify or amend this Agreement at its reasonable discretion. Continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
7.2 Intellectual Property. You acknowledge that Emergence Products and Referral Program is owned or controlled by Emergence and that neither the terms of this Agreement nor any activities conducted by you for the Program, shall be construed to grant you any rights in or to Emergence Products and the Referral Program.
7.3 No Waiver. Either Party’s failure to exercise any rights under this Agreement shall not constitute a waiver of any right herein.
7.4 Liabilities. You shall be solely responsible for your operations in acting under this Agreement, including without limitation, the legality of your operations and materials created and used in connection with this Agreement. Emergence is not responsible for the development, operation, or content of your marketing materials and you agrees to defend, indemnify, and hold Emergence harmless against any and all actions, claims, damages, causes of action, or expenses (including attorney fees) relating to the development, content, maintenance, and operation of your marketing materials.
7.5 Customer Relations. Emergence shall be the exclusive owner of all relations created via you among Emergence and Referrals with respect to the Referral Program, including any and all information identifying Referrals.
7.6 Warranties. You represent and warrant that you have the legal authority to enter into this Agreement and that the terms of this Agreement are not in conflict with any other agreements to which it is legally bound. You will not enter into any agreement or engage in any activities that would impair your ability to complete the Referral Program in accordance with this Agreement. During the Initial Term and after termination of this Agreement for any reason whatsoever, you expressly undertake not to partake in any activities that might reasonably be expected to damage the business, interests, or reputation of Emergence and will not make, publish, or allow to be made or published any disparaging remarks concerning Emergence, its representatives, or the Referral Program.
7.6 Indemnification. You will indemnify, defend, and hold harmless Emergence and its subsidiaries, affiliates, officers, and employees (“Emergence Indemnitees”) from any and all costs, liabilities, losses, and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claims, penalties, suits, liabilities, or proceedings, which may be brought by any Third Party Claims against the Emergence Indemnitees arising from (a) any failure of you to conduct the Referral Program in accordance with the terms of this Agreement or any applicable law, rule, guidance, or regulation; or (b) the negligence, or willful misconduct on the part of you.
7.8 Relationship. For the purposes of this Agreement, the Parties are independent contractors and nothing contained in this Agreement will be construed to place them in the relationship of partners, principal and agent, employer and employee, or joint venturers.
7.9 Force Majeure. If either Party’s performance of this Agreement is prevented, restricted or delayed (either totally or in part) for reasons beyond the affected Party’s reasonable control, the affected Party will be excused from such performance to the extent of such prevention, restriction or delay; A Party claiming a right to excused performance under this Section shall immediately give notice to the other Party of the extent of its inability to perform, which notice shall specify the occurrence beyond its reasonable control that prevents such performance.
7.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to conflicts of law provisions thereof.