- Realmware Pty. Ltd. (the “Licensor”) is the absolute owner of all rights to the Master’s Toolkit, the Arkenforge logo, the Master’s Toolkit logo, the Fantasy Essentials Pack, the Sci Fi Essentials Pack, and all related media both visual and audio, and has the right to license access to these items
- The Affiliate will be assigned a code on behalf of the Licensor that will allow for end users to purchase the assigned products at a discounted rate
- The Affiliate will be provided with remuneration for each purchase using their assigned code
THE PARTIES AGREE:
1.1. The Licensor grants non-exclusive, revocable, perpetual licence to the Affiliate to use an assigned Affiliate Code for the Term in the Territory for the Purpose.
1.2. The Licensor grants non-exclusive, revocable, perpetual licence to the Affiliate to use select copyrighted content owned by Realmware Pty. Ltd to the extent it is necessary to fulfil the obligations herein.
1.3. The License may not be sub-licensed to a third party
- TERM OF LICENCE
2.1. The parties agree that the Licence is for a period of 50 years (the “Term”) from the Commencement Date unless terminated by either party pursuant to this Agreement.
3.1. The Affiliate will be paid $5 USD for each purchase made using their assigned code.
3.2. The Licensee is not obliged to pay any fee or royalty due unless it has received a Tax Invoice from the Licensor.
3.3. Payments occur once a month, with one month delay.
3.4. Payments are paid in a lump sum, minus any transaction fees imposed by third parties
- INTELLECTUAL PROPERTY
4.1. “Intellectual Property” means trade marks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in Confidential Information and all other intellectual property rights (whether now subsisting or in the future created). All Intellectual Property existing prior to the commencement date of this agreement shall belong to the Participant that owned such rights immediately prior to such date.
4.2. Each Participant acknowledges and agrees that it shall not acquire or claim any title to the other Participant’s Intellectual Property.
- PROMOTIONAL METHODS
5.1. The Affiliate shall not distribute their assigned code through the following methods:
- The use of fake redirects, automated software, or other dishonest practices
- Posting on public forums not affiliated with the Affiliate, such as websites that aggregate coupons and discount codes
- By providing additional incentives to their audience separate from those provided by the affiliate code
- By claiming to be a direct representative of the Licensor
- CONFIDENTIAL INFORMATION
6.1. Each party undertakes not to use or disclose to any other person or entity any of the other party’s Confidential Information and will only use such Confidential Information in good faith and for the proper purposes of this Agreement and subject to any restrictions imposed by the party that provides the Confidential Information. This clause survives the end or termination of this Agreement.
6.2. Notwithstanding Clause 6.1, a party may disclose information if and to the extent that such disclosure is required by law or court order.
- LICENSOR REPRESENTATIONS AND WARRANTIES
7.1. Each Participant warrants, represents and undertakes that:
it has the full power and authority to carry out its obligations in the Agreement;
its entry into and performance of its obligations under the Agreement shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party;
it shall comply fully with any and all applicable laws, rules and regulations in its performance under the Agreement.
- LICENSEE OBLIGATIONS, WARRANTIES & ACKNOWLEDGEMENTS
8.1. The Licensee may only promote their Affiliate Code during the Term for the Purpose.
8.2. The Affiliate will ensure that all promotional material made, printed, published, reproduced or otherwise disseminated by the Affiliate in the course of promoting their Affiliate Code will bear whatever proprietary statement is required by the Licensor including the copyright symbol ©.
- TERMINATING AGREEMENT
9.1. Violations of any section of this agreement will result in immediate termination of the agreement.
9.2. Termination of this agreement will immediately invalidate the assigned Affiliate Code.
9.3. In the event of termination, the Affiliate will receive their final payment in accordance with Section 3.3. and 3.4.
9.4. In a termination for convenience clause, 30 days’ notice is required to be given.
- ADVERTISING RIGHTS
10.1. The Licensor grants the right to the Affiliate to promote their products via Social media and in person presentations.
10.2. The Licensor grants the right for the Affiliate to use the Arkenforge logo, Master’s Toolkit logo, Essentials Pack, Sci Fi Essentials Pack, and imagery, video and audio captured from the Master’s Toolkit software for the purpose of fulfilling their obligations outlined in this agreement.
11.1. This agreement is binding by Victorian, Australian law.