Offer (Public Offer) for the inclusion into the partnership program
The present document is an official offer (a public offer hereinafter referred to as the Contract) of GAMERFLOT TRADING LIMITED (hereinafter referred to as the Operator) includes all essential conditions of the inclusion into the partnership program for the attraction of players to the use of the Virtonomics economics game online (hereinafter referred to as the Game).
In case of accepting of the conditions stated below and the payment for the services a legal person or a natural person who accepts this offers becomes a Party of this Contract (hereinafter referred to as the Party).
Please, carefully read this public offer and, if you do not agree with any of its paragraphs, the Operator suggests that you decline to use the services.
1. TERMS AND DEFINITIONS
For the purposes of the present Contract the Parties have agrees to use terms implying the following meanings:
The Virtonomics economics game online (Game) – the organizationally ordered aggregate of the Database and the Software for managing the Database that gives Users registered in the Game and communicating with each other the possibility to create online gaming activity;
Database – electronic form of presentation and organization of the aggregate of the records containing information on game and non-game user data which belongs to the Operator;
Service – offer of the totality of paid and free services to the Users of the Game;
Domain name – the definition which corresponds to a certain address on the Internet (URL) and is coordinated between the Party and the Operator;
Referral link – a unique identifying link which is assigned to every user registered in the game;
Users – natural persons registered in the Game;
Users attracted by the Party – persons who registered in the game for the first time after clicking the Domain name or the referral link of the party;
Sum of money received from the User – the sum of money paid by the User attracted by the Party for the rendered services which have not been cancelled, which shows in the online statistics of the database;
Sum of money received from the User within the accounting period – the sum of money paid by the User attracted by the Party for the rendered services which have not been cancelled, which shows in the Operator’s Report in case the Operator receives confirmation from the purchasing agent by the end of the accounting period. According to the contract the accounting period is a calendar month;
Illegal advertising – improper, unreliable, unethical, or deliberately false advertising, false promises, false representation;
Forbidden methods of advertising – methods of advertising of the Service and/or the Game which imply public mailing of electronic messages of advertising nature via Email, SMS, MMS or by other means, without recipients’ agreement (spam), the use of randomly opening (floating) windows (pop-up) after the Users click on the Domain name or the Referral link.
2. SUBJECT OF THE CONTRACT
2.1. The Operator undertakes to provide access of natural persons to the Game for the use of the Service and accepting the Users’ payments, and the Party attracts Users to the Game.
3. OBLIGATIONS OF THE PARTIES
3.1. The Participant is obliged to:
3.1.1. In case of inclusion into the partnership program which implies the use of the Domain name: to come to agreement with the Operator about the Domain name for the period of the contract validity and to provide forwarding of the Users’ requests to the IP-address indicated by the Operator when they address the indicated Domain name.
3.1.2. To attract natural persons to register in the game and use the Service.
3.1.3. Not to implement Illegal advertising of the Service and/or the Game.
3.1.4. Not to implement the advertising of the Service and/or the Game by the use of Forbidden methods.
3.1.5. To submit an invoice and a statement for the service of attracting Users to the Operator every month on the ground of the Reports of the Operator according to the paragraph 3.2.3. of the Contract.
3.2. The Operator is obliged:
3.2.1. To provide the inclusion of the Party to the Game system within 10 working days after the accomplishment by the Participant of the paragraph 3.1.1. of the Contract.
3.2.2. To provide the Party’s permanent access to the online statistics on the Sums of money received from the Users with the indication of the date and the size of the received payment.
3.2.3. To provide the Party with a written Report on the Sums of money received from the Users within an accounting period and made up on basis of reports and data provided by purchasing agents after the termination of 20 (twenty) calendar days from the moment of expiration of every accounting period.
3.3. The Party has the right to:
3.3.1. Control the functionality of the Game and send inquiries for fault removal to the Operator.
3.3.2. Get consultations on all technical and organizational questions concerning the Service and/or the Game.
3.3.3. Add the registration information from the database which belongs to the Party and includes the information about natural persons as such and other information about them to the Database on the following conditions:
- the given information about the natural person has to contain an e-mail address,
- the natural person has not registered in the Game before,
- the indicated natural persons have given their consent to join the Game according to the conditions of the agreement between the User and the owner of the Game.
3.3.4. Use the trademark and other means of individualization of the Operator for advertising purposes.
3.4. The Operator has the right to:
3.4.1. Advertise the Service with the indication of the Game owner’s rights.
3.4.2. Place notices about the existence of protected rights for intellectual property which belong to the Operator and/or to other persons among the materials available when using the Domain name.
3.4.3. Terminate the present contract unilaterally in case there is no Party’s activity within 30 calendar days.
4. AMOUNT AND ORDER OF PAYMENT
4.1. The Operator pays to the Party the compensation from the Sums received from the Users within an accounting period via all payment systems accepted by the Operator for the services rendered by the Party according to the paragraphs 3.1.1., 3.1.2. of the actual Contract. The indicated compensation may be subject to taxation – VAT and other applicable taxes – according to the actual legislation.
4.2. The compensation is calculated according to the following pattern:
- if the sum is lower than 1000 (a thousand) US dollars (USD) – 20%,
- if the sum is in the limits of 1000 (a thousand) US dollars (USD) – 10 000 (ten thousand) US dollars (USD) inclusive – 25%,
- if the sum exceeds 10 000 (ten thousand) US dollars (USD) – 30%.
4.3. In case the Party’s website contains interesting descriptive material on the game of no less than 2000 symbols and not published earlier on other websites, the payments increase by 3% within three months following the date of publication, but only after the peer review of the material by the representatives of the Operator;
4.4. If the Party indicates the referral link of the intermediary who brought the Party to the Operator in his/her application for inclusion, the payments to the Party increase by 5% within the first three months of the partnership. The percentage is recalculated every month starting from the level of 20% (it cannot be less). When reaching threshold values of the increase the percentage of payments grows and is valid starting from the following month. In case the income goes down, the payment is recalculated backward.
4.5. If there have not been new registrations via the referral link of the Party within the period of 3 months, the payments go down by 5%, within the period of 6 months – by 10%, within 9 months – by 15%, within 12 months – by 20%.
4.6. The Sum received from the Users within an accounting period is calculated by the multiplication of game points by their cost. Only game points which were confirmed by the payment systems to have been paid by the Users at the end of the accounting period are taken into account when calculating the Sum. The cost of a game point is 1 US dollar (1 USD). The cost of a game point can be changed by the Operator unilaterally. In this case the Participant and the Users are to be notified about this in writing or electronically, including by the use of Game resources and Game service.
4.7. The Sum received from the Users within the accounting period may not coincide with the sum of the Payments which is reflected in the online statistics of the Database owing to the Payments which have not been confirmed by the payment systems at the end of the accounting period (repayments, fraudulent operations, etc.) If there is a deflection which is less than 5% within an accounting period the Report is provided by the Operator without any additional commentaries. If the deflection exceeds 5% within an accounting period the Party has the right to request detailed elaboration from the Operator, and the Operator is obliged to provide the data which he owns within 5 (five) working days.
4.8. The prices for paid services for the Users within the bounds of the Service may depend on the User’s location and the kind of service, and are set single-handedly by the Operator for the purposes of the Contract.
4.9. The payment according to the present Contract is to be arranged not later than 20 (twenty) calendar days after the date of the invoice issue by the Party according to the conditions of the Contract, and under the stipulation that the sum of the invoice exceeds the sum of 50 US dollars (50 USD). If the sum of the invoice does not exceed 50 US dollars (50 USD) the sum of this account is added to the sum of the account which is to be issued by the Party according to the results of the next accounting period.
4.10. The Sum of the invoice is calculated on the ground of the Operator’s Reports, which are provided according to the paragraph 3.2.3. For the purpose of repayments enumeration the Sums received from the Users via credit cards can be used for the calculation of the compensation not earlier than 90 (ninety) calendar days after the termination of the accounting period.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. For the purposes of the Contract the Parties consider intellectual property to include any rights for the results of intellectual activity, registered and not registered, including author’s rights, rights for the computer programs and for databases, for trademarks, service marks, trade names, rights for inventions, for utility models, production pieces, know-how, commercial and industrial secrets, technologies.
5.2. All intellectual property rights which belong to the Parties remain to be the rights of the respective Party.
5.3. Any intellectual property rights which the Parties hand over to each other for the purposes of the Contract are handed over on a non-exclusive basis and cancelled in case of the Contract termination.
5.4. All rights for the database (the information the database contains) which is created in connection with rendering of the Service belong to the Operator.
6. GUARANTEES OF THE PARTIES
6.1. The Operator guarantees to use the informational and advertising materials and means of individualization given to him by the Party only in order to render the Service with the use of the Domain name and its advertising.
6.2. The Party guarantees that he will not use the information about the Users given to him for the purposes which are not associated with the Service or hand it over to anybody with the exception of the cases when he is obliged to give such information on the ground of the federal law.
6.3. The Parties guarantee that they will make all possible efforts to not allow, remove and edit the information situated on the address of the Domain name and in the Game the diffusion of which violates the legislation, including the informational materials placed by the Users with the shortest possible delay.
7. RESPONSIBILITY
7.1. The Operator is not responsible for the contents of the information placed in the Game by the Users and the Participants in the automatic mode.
7.2. In case of the violation of the paragraphs 6.2. and 6.3. of the Contract the Participant awards damages faced by the Operator in connection with third persons’ complaints and every other damage associated with the placement of illegitimate information available when using the Domain name.
8. FORCE MAJEURE
8.1. The Parties are exempted from the liability for partial or complete failure to carry out their obligations according to the present Contract if the failure is caused by a superior force which appears after the conclusion of the Contract as a result of events of extraordinary nature which cannot be foreseen or prevented by the use of wise measures. The circumstances of superior power include the events which a party cannot influence and for the occurrence of which it is not responsible (fire, explosion, flood, earthquake, war operations, siege, strikes, centralized power supply shutdown for more than 2 hours, etc.) Such circumstances also include actions, regulations and orders of state structures which cause the impossibility of execution of the present Contract within the defined period.
8.2. The Party pleading such circumstances is obligated to inform another party about the occurrence of such circumstances in writing within 10 days.
8.3. After the determination of mentioned circumstances the Party is obligated to inform another party about this in writing within 5 (five) calendar days and indicate the time by which they intend to carry out their obligations.
8.4. If the circumstances last for more than three months both Parties have the right to abdicate their obligations according to the contract and, in this case, neither Party has the right to require another Party to award possible damages.
9. THE PROCEDURE OF SETTLEMENT OF DISPUTES
9.1. All controversies and disagreements concerning the Contract between the Parties are settled by negotiations between them.
9.2. If it is impossible to settle the disagreements by negotiations, they are to be examined according to the effective legislation of the Russian Federation.
9.3. Reference to the court for the protection of violated rights of the Users is only possible after raising obligatory pretrial claim in writing in order to settle the disagreements.
10. THE PROCEDURE OF CONCLUSION OF THE CONTRACT AND THE CONTRACT PERIOD
10.1. The Contract comes into effect as of its conclusion and is effective up to its termination.
10.2. The Operator has the right to terminate the Contract unilaterally by notifying the Party beforehand in writing not less than 1 (one) month before the estimated date of the termination of the Contract.
10.3. The Party has the right to terminate the Contract unilaterally by notifying the Operator beforehand in writing not less than 1 (one) month before the estimated date of the termination of the Contract.
10.4. In the event that the Contract is terminated the Operator pays for the services of the Party in the case of orders paid by the Users up to the date of the termination of the Contract inclusive according to the paragraph 4.1. of the present Contract. After this the Party loses the right for the payments maid according to the paragraph 4.1. of the Contract.
10.5. In case of the termination of the Contract the final mutual settlement of accounts is performed within a month since the termination of the Contract.
10.6. In case of the termination of the Contract the Party has the right to keep the information about the Users attracted by the Party.
10.7. Conditions of the present Contract can be changed by the Operator unilaterally at any time. In this case the changed conditions have to be published on http://virtonomics.com not later than one day before they are implemented.
11. CONFIDENTIALITY
11.1. The Confidential information given by one of the Parties (further in this Chapter – “Disclosing party”) has to be used by the other Party (further in this Chapter – “Receiving party”) exclusively for the purposes of the execution of the Contract (further in this section – “Authorized purposes”) and can be disclosed to third persons only in concordance with the Contract.
11.2. For the purposes of the Contract the term “Confidential information” includes the conditions of the Contract and all the information given to the Receiving party and/or their affiliated persons by the Disclosing party and/or their affiliated persons in connection with the Contract in writing on paper, magnetic, electronic and other material carriers.
11.3. The Confidential information does not include (a) data which cannot be commercial classified information, (b) data which can be commercial classified information, but has become public, (c) data which is to be disclosed according to the legislation, (d) information and data which has become known to the Party following the independent investigation, observations and developments without the access to the Confidential information, (e) data which has become known to the Receiving party in a legal way.
11.4. The Receiving party is obligated to take measures to keep the Confidential information secret and to provide the necessary protection for this information, including:
- to provide the access to the Confidential information for the limited number of their employees and for the employees of their affiliated persons who directly use the Confidential information in order to discharge their duties;
- not to copy the received documentation and other materials which contain the Confidential information in the amount which exceeds the usual necessity, and, according to the choice of the Disclosing party, destroy (in the presence of a representative of the Disclosing party) or give copies to the Disclosing party when there is no further necessity to use them;
- not to disclose or divulge such information to any third person without a prior direct written consent of the Disclosing party, apart from the cases of forced disclosure due to a regulatory requirement of the authorized state structures in the amount and in cases directly provided for by the effective legislation.
11.5. In case of disclosure of the Confidential information according to the paragraphs 11.1 and 11.3 of the Contract the Receiving party undertakes to inform the above-listed persons about the confidential nature of the Confidential information, to properly provide the observance by them of the confidentiality arrangements in the case of such information according to the Contract.
11.6. Each Party is to take reasonable measures for the purpose of protection of the confidentiality of the Confidential information of the other party and is to act with circumspection to the same degree that can be applied to protection of their own confidential information of similar nature, which implies at least reasonable degree of circumspection.
11.7. The Confidential information provided according to the conditions of the Contract, including all records, summaries or extracts from the Confidential information, is to be given back or, accordingly, passed to the Disclosing party, or destroyed in the presence of their representative on the expiry of its use for the Authorized purposes or at the request of the Disclosing party without any delay.
12. OTHER CONDITIONS
12.1. The present document corresponds full agreement between the Parties.
12.2. The invalidity of a condition or some conditions of the Contract does not imply the invalidity of the whole Contract.
12.3. The Operator has the right to concede his/her rights and delegate the responsibilities included in the Contract at any time preliminarily notifying the Party. The Party is considered to agree with the transmission if he/she does not send his/her objection to the Operator within the period of 10 calendar days since the date of receiving the notification about the change of the other Party of the Contract.
13. REQUISITES OF THE OPERATOR
Company: GAMERFLOT TRADING LIMITED
Address: P.O. Kennedy, 12, KENNEDY BUSINESS CENTER, 2nd floor, P.C. 1087, Nicosia, Cyprus
Account No: 063343USD-CACC-001-W
IBAN: CY5111501001063343USDCACC001
Beneficiary Bank: FBME Bank Ltd, Nicosia, Cyprus
Swift Code: FBMECY2N
