FOREWORD

Thank you for signing up for the Live3D Affiliate Program. We appreciate your involvement and pledge to do our best to treat each and every one of our affiliates with the respect and fairness they deserve. We simply ask for the same in return.

Below, you can find our Affiliate Terms and Conditions. Please take your time to carefully read these Affiliate Terms and Conditions before proceeding with the registration. By completing your registration, you indicate the acceptance of these Terms and Conditions which is a precursor for your acceptance into the Live3D Affiliate Program.

If you have any questions pertaining to these Terms and Conditions or the Live3D Affiliate Program in general, please do not hesitate to contact us at [email protected]

We look forward to working with you,

The Live3D Team

Live3D Affiliate Terms and Conditions

PLEASE MAKE SURE TO READ THE ENTIRE DOCUMENT.

THIS PAGE MAY BE PRINTED FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BIGMDATA.

BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE AFFILIATE TERMS AND CONDITIONS YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS

0. Definitions

Throughout the following document, the following definitions will apply.

Live3D, “we”, “us”, “our” refers to Live3D. and its applicable subsidiaries, which is the designated operator of this affiliate program, whose terms and conditions are set out herein.

Supermaterics Affiliate Program (“Affiliate Program”) refers to the affiliate program operated by Live3D.

Affiliate Program Manager means the individual or individual who has the legal authority from Live3D to manage and represent its interests in the Affiliate Program

Affiliate, “you”, “your”, “yours” means the legal entity agreeing to participate in the Program, and who will legally be bound by the terms and conditions herein

Affiliate Agreement refers to these Terms and Conditions of the Affiliate Program.

Live3D Website(s) refer to Live3d.com or any of its subdomains.

Affiliate Dashboard refers to the online location (live3d.com/affiliate) through which the Affiliate can manage the Affiliate Program and accept these Terms and Conditions.

User refers to the Affiliate website visitor who may or may not click an Affiliate link and be directed to the Live3D Website to purchase products from Live3D.

Commission refers to the amount earned from successful purchases on the Live3D Website through referral by Affiliate.

Abandoned Affiliate Account means any Affiliate account whose Affiliate Dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.

1. Overview

These are the complete list of Terms and Conditions for the Affiliate Program. The purpose of enrolling in the Affiliate Program is to allow you to make affiliate commissions for the sales of our subscriptions originating from your promotional activities in the manner set forth herein.

2. Affiliate Obligations and Rules

2.1 To enroll in our Affiliate Program, you must:

  1. be at the age of majority in your jurisdiction or the age of 18 whichever is greater;
  2. have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth herein;
  3. complete and submit the online application through the Affiliate Dashboard;
  4. be enrolled or accepted by Live3D into the Affiliate Program.

2.2 Live3D may choose at their discretion to auto-approve your application. This does not imply that we will not re-evaluate your application at a later time. We reserve the right to reject your application at any point in time, at our sole discretion. This is especially true if the Affiliate’s website or promotional materials breach any of the points set out in 2.4.

2.3 In the event that Affiliate materially breaches this Agreement and Live3D terminates this Agreement any accrued and payable Commissions owing to Affiliate shall be forfeited, and Live3D shall not be obligated to pay such Commissions to Affiliate.

2.4 Affiliate agrees that Affiliate’s website, service or correspondence does not contain any materials that in Live3D’ sole discretion are considered to:

  1. Promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in your local jurisdiction;
  2. Includes violent, obscene, defamatory, libelous, slanderous and/or unlawful content;
  3. Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or the language of such individual or group;
  4. Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
  5. Includes “Live3D” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns
  6. Promote politically religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
  7. Promote gambling, including without limitation, any online casino, sportsbooks, bingo, or poker;
  8. Contain software downloads that potentially enable diversions of commission from other affiliates in our program;
  9. Make representations through code, designs, imagery, video, text or otherwise that makes your website resemble the Live3D Website in a manner which leads customers to believe you are the Live3D Website, business or a legal representative of Live3D in any way.
  10. Offer rebates, coupons, or other form of promised kickbacks from your Commission as an incentive. Adding bonuses or bundling other products with Live3D, however, is acceptable, if prior permission is received from the Affiliate Program Manager.
  11. Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific saving by clicking on a clearly marked link, button or image for that particular coupon or deal. Affiliate Program links must direct users to the Live3D Website

2.4.1 User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to the Live3D website” is NOT allowed).

2.4.2 Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the Live3D Website or sets a cookie. Affiliates with such text will be removed from the program immediately.

2.4.3 Affiliates may not bid on or use phrases, such as Live3D Coupon(s), Live3D Discount(s) or other phrases implying coupons are available. Any misspellings of our brand name in combination with coupon/deal/savings or any synonyms or similar alterations of these words are also strictly prohibited.

2.4.4 Affiliates may not use misleading text on affiliate links, buttons or images to advertise anything besides currently authorized deals to the specific affiliate. The commercial purpose of the Affiliate’s marketing efforts must be clearly identifiable. The Affiliate shall not disguise its affiliate marketing efforts as consumer recommendations or as similar non-commercial messages.

2.5. As a member of the Affiliate Program, you will be granted access to the Affiliate Dashboard. Here you will have an option to review the details of our Affiliate Program including our promotional materials, such as affiliate links to web pages within the Live3D Website and banner creatives. You will be free to browse and get tracking codes for our deals if and when they are available. In order for us to accurately keep track of all guest visits from your site to the Live3D Website, you must use the affiliate link that we provide for each banner, text link, HTML code or any other promotional material listed.

2.6. Live3D reserves the right, at any time, to review your link placement and either approve or disapprove the use of your affiliate links and require that you change the placement of links or ask you to comply with these guidelines.

2.7. The Affiliate is solely responsible for the maintenance and information updates on your site. For example if Live3D’ pricing policy changes, it will be up to the Affiliate to update this information. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.8. It is your sole responsibility to follow all applicable laws, regulations, government decrees, authorities’ decisions and the like relating to:

1) protection of intellectual property;

2) marketing of goods and services;

3) unfair business practices; and

4) any other similar field of regulation

that pertain to your website or any promotional materials on your website. If you violate any such rules of law or any third party presents any allegations or claims that pertain to information you place on your website and promotional materials you use, you will indemnify and hold Live3D harmless for any and all costs arising out of any such violations, allegations or claims.

2.9 As an affiliate, you can only create and use one (1) account. You can list multiple domains within one account, but only one account is allowed.

2.10 Self-referrals for affiliate purchases are strictly prohibited. This means that you cannot refer yourself, your immediate family or the company you work for by using your affiliate link. You will not receive a Commission on any purchases by yourself for your own use, your immediate family members or the company you work for.

2.11. We reserve the right to remove Abandoned Affiliate Accounts from our system if their balance is equal to or less than $50 after a 6 month period of inactivity. In this case any accumulated commissions below $50 (minimum payout threshold) will be forfeited.

3. Live3D Rights and Obligations

3.1. We reserve the right to monitor your site at any time to determine whether you are following these Terms and Conditions. We may inform you of any changes to your site that we feel you should make, or to ensure that your affiliate links to the Live3D Website are placed appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes to your site that we feel are necessary within reasonable time (no longer than 30 days) constitutes a material breach of this Affiliate Agreement.

3.2. Live3D reserves the right to terminate your participation in the Affiliate Program immediately and without prior notice to you if you commit fraud or abuse this Affiliate Program in any way (including material breaches of section 2.4 of this Affiliate Agreement). If such fraud or abuse is detected, Live3D shall not be liable to you for any Commissions for any fraudulent sales/sales based on abuse.

3.3. These Terms and Conditions will begin to apply to you upon our acceptance of your Affiliate application, and their application will continue indefinitely unless terminated hereunder.

4. Termination

4.1 Either the Affiliate or Live3D may end this Affiliate Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party, or through any appropriate mechanism in the Affiliate Dashboard.

4.2 If the Affiliate Agreement is terminated by either party in accordance with section 4.1, 3.2 or 4.3, Live3D shall not be liable to pay any Commission to you after the termination of the Affiliate Agreement.

4.3 This Affiliate Agreement will terminate immediately without notice upon any material breach of the Terms and Conditions by the Affiliate.

5. Modification

We may modify, add or remove any of these Terms and Conditions at any point in time. In such event, you will need to comply with a revised version of these Terms and Conditions when prompted to do so in the Affiliate Dashboard. If any modification is unacceptable to you, your only option is to end your association with the Affiliate Program by closing your account.

Continued participation in the Affiliate Program will indicate your agreement to the changes and your adherence to any modified Terms and Conditions.

6. Commission Payment

6.1. Commissions are earned from authorized referrals that generate purchases via your affiliate links.

6.2. Commission amounts per product/service sold may be changed by Live3D at any time. This information is available to you in the Affiliate Dashboard. You are solely responsible for determining if the Commission amount for an affiliate link you have placed on your website has changed or been discontinued.

6.3. No Commission payment shall be made unless the total accrued unpaid commissions exceed the minimum threshold of $50. The commission due are calculated in accordance with the statistics and balance that are collected, calculated, and displayed on the Affiliate Dashboard. The only valid statistics used for determining Commissions will be those displayed in the Affiliate Dashboard. When the commission is up to the conditions for withdrawal, you can only withdraw after 30 days.

6.4. If the buyer does not request a refund within the time frame, and the commission is not generated by self-recommendation and does not violate any other terms of this franchise agreement, the commission will be paid normally.

6.5. Affiliate is responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the Affiliate relationship with Live3D including those incurred in order to receive affiliate payments.

6.6.  Available payment options for Commissions are described in the Affiliate Dashboard, any other payment options may be declined for use at our discretion. Our primary payout option is PayPal. Please email us at [email protected] if there is any problem.

6.7. Payments will only be sent for affiliate purchases that have been successfully completed. Transactions that result in chargebacks or refunds will be void.

7. Affiliate Promotional Materials

7.1. You are free to promote what you deem appropriate on your own website(s), but any promotion that mentions Live3D and any associated trademarks may be perceived by the press or the public as a joint effort. You should therefore note that certain forms of advertising are always prohibited by Live3D. Any promotions by Affiliates should never contravene promotional laws in their location.

Advertising commonly known as “spamming” is inappropriate and unacceptable to us and constitutes a material breach of this Affiliate Agreement. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, you may not advertise in any way that effectively hides or misrepresents your own identity, your domain name, or your email address. You may use emails or other messages to customers to promote Live3D’ services if the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them.

In any direct marketing messages sent by the Affiliate, the Affiliate must identify itself and its contact details. Where the Affiliate processes personal data relating to identified or identifiable individuals, the Affiliate undertakes to provide to data subjects any information required in the applicable data protection legislation (including but not limited to information referred to in Articles 13 and 14 of the General Data Protection Regulation (EU) 2016/679). The Affiliate shall especially provide to the data subjects information on how to exercise their rights under the applicable data protection legislation.

Also, you may only post to newsgroups to promote Live3D’ subscription if the news group specifically welcomes commercial messages. You must always clearly represent yourself and your websites as independent from Live3D.

7.2. Affiliates that exclusively bid in their pay-per-click campaigns on keywords such as Live3D.io, Live3D, Live3D, Live3D Discounts, super metrics, www.Live3D, www.Live3D.com, Data Grabber and/or any misspellings or similar alterations of these – be it separately or in a combination with any other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to our website, will be considered to be in material breach of the Affiliate Agreement. Using “doorway pages” in such instances or overall as part of Live3D promotional activities is also strictly prohibited.

7.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited the Live3D Website (i.e., no page from our site or any Live3D’ content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware” and “Parasitic Marketing” shall mean an application that

(a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;

(b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given Internet search and directory engines (services referred here as examples include, but are not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot);

(c) set commission tracking cookies through loading of Live3D site in IFrames, hidden links and automatic pop ups that open Live3D.io’s site;

(d) targets text on websites, other than those sites 100% owned by the application owner, for the purpose of contextual marketing; or

(e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

8. Grant of Licenses

8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through affiliate/referral links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Live3D and the goodwill associated with it will inure to the sole benefit of Live3D.

8.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in any negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Affiliate Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

9. Disclaimer

Live3D MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Live3D SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Live3D’ ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

10. Representations and Warranties

You represent and warrant that:

10.1. This Affiliate Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Affiliate Agreement and to perform your obligations under this Affiliate Agreement, without the approval or consent of any other party;

10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Affiliate Agreement.

11. Limitations of Liability

TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL Live3D’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

12. Indemnification

You hereby agree to indemnify and hold harmless Live3D, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on

(i) any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,

(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or

(iii) any claim related to your site, including, without limitation, content therein not attributable to us.

13. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Affiliate Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

14. Miscellaneous

14.1. You certify that you are an independent contractor, and as such, nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Live3D. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this Section.

14.2 The parties note that the Affiliate is free to determine the essential means of processing personal data relating to its affiliate marketing activities. For instance, whether or not the Affiliate targets any identified or identifiable natural persons as a part of its marketing efforts, or otherwise processes personal data for affiliate marketing purposes, is solely determined by the Affiliate. As a consequence, the Affiliate serves as a data controller with regard to any personal data processed by it for the purpose of the conclusion and performance of this Affiliate Agreement.

The Affiliate undertakes to process personal data only in accordance with the applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679. Any material breach by the Affiliate of the applicable data protection laws is considered as a material breach of this Affiliate Agreement.

14.3. Neither party may assign its rights or obligations under this Affiliate Agreement to any third party, except to a party who obtains all or substantially all of the business or assets of a party to this Affiliate Agreement.

14.4. This Affiliate Agreement shall be governed by and interpreted in accordance with the laws without regard to the conflicts of laws and principles thereof. Any disputes relating to or arising out of this Affiliate Agreement shall be resolved by the District Court of Singapore as the court of the first instance.

14.5. You may not amend or waive any provision of this Affiliate Agreement unless in writing and signed by both parties.

14.6. This Affiliate Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

14.7. The headings and titles that are contained in this Affiliate Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Affiliate Agreement.

14.8. If any provision of this Affiliate Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Affiliate Agreement shall have full force and effect.

14.9 The Affiliate Agreement is an electronic contract that sets out the legally binding terms of your participation in the Live3D affiliate program. You indicate your acceptance of this Affiliate Agreement and all of the terms and conditions contained or referenced in this Affiliate Agreement by completing the Affiliate Program application/signup process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.