Code75: Cult Uprising - Online Multiplayer game

Lexorn Software Referral Program Terms and Conditions

These Lexorn Software Referral Program Terms and Conditions ("Terms and Conditions") apply to your participation in the Lexorn Software Referral Program ("Referral Program"). By participating in the Referral Program, you agree to be bound by these Terms and Conditions, and you can choose to promote and market Lexorn Software's Referral advertising program ("Referral Program"). These Terms and Conditions are an agreement between you ("you" or "Affiliate") and Lexorn Software, LLP and its affiliates ("we" or "Lexorn Software"). These Terms and Conditions constitute the "Agreement". If you are entering into the Agreement on behalf of your employer, you represent and warrant that you have the requisite legal authority to legally bind your employer to the terms and conditions of the Agreement. If you do not have such authority or otherwise do not agree to the Agreement, please do not participate in the Referral Program.

1. Enrollment and Registration. In order to enroll and register for the Referral Program, you must create an account in the game Code75.com located at http://www.Code75.com/Code75/Default.asp?Page=Terms. You may not provide any registration information that is untruthful, inaccurate or fraudulent. You must log into your account within 24 hours of creating it or else it will be removed automatically from the system. We may reject your application for any reason.

2. License. Subject to the terms and conditions of the Agreement, Lexorn Software grants to Affiliate a nonexclusive and nonsublicensable license to display Lexorn Software Materials solely for the purpose of participating in the Referral Program, including providing hyperlinks to the home page of the Referral Program or other Lexorn Software web pages designated by Lexorn Software. This license terminates upon the termination of your participation in the Referral Program and of the Agreement. "Lexorn Software Materials" means the software, technology, graphics, text, images, trademarks and other content provided or made available to Affiliate by Lexorn Software and any substitutions thereof provided to you by Lexorn Software.

3. Payment. Affiliate can earn referral fees under the following terms and conditions:

Referral Program:

Lexorn Software will pay Affiliate based upon new player referral purchases in the game Code75.com. The Referral Program is based on a two tier system. The first tier is any new player who is directed to the game by an existing member who enters the Player ID of the referring member in the appropriate input field in the Create New Account Form on Code75.com. This association of referral MUST BE DONE AT THE TIME OF REGISTRATION and will not be associated at a later date after an account is created. The affiliate will be credited with 10% for every dollar spent by the first tier and 4% spent by the second tier. The second tier consits of a referral to an existing player whom an account is created under the first tier of a player. Both tiers will expire after six months of the original date of the account creation by the member who is referred to the game.
Payments of referral credits will be disbursed on the 15th of every month. Processing time may take up to 72 hours where monies paid will be deposited in a Verified PayPal (an eBay Company) account. The Affiliate MUST have a Verified PayPal account as PayPal will be the only method used to disburse Affiliate credit!!
Multiple Accounts are prohibited by Lexorn Software. Creating multiple accounts may result in any referral credits to be forfitted and returned back to Lexorn Software.
Total Affiliate credit equal to or exceeding $600 (US currency) will require the Affiliate's Social Security Number or Business EIN number, whichever appropriate to the account holders personal information. The Social Security Number or Business EIN number is required after the said amount ($600 in US currency) where a 1099 IRS Filing will be made for that years total paid out credit.
All monies paid by Lexorn Software will be distributed in US Currency.
Any referral credit earned may be removed by the discretion of Lexorn Software at any time. This would include but is not limited to purchases credited back to the purchaser for any reason (fraudulent charges, insuficient funds, etc.). The earned credits from such listed occurences unforseen by Lexorn Software may be removed without warning.

Lexorn Software may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Lexorn Software shall not be liable for any use or disclosure of such information by such third parties.

4. Modifications to the Agreement. We reserve the right to modify the Agreement (or any portion thereof, including without limitation, the applicable referral fees) from time to time without notice. Please review these Terms and Conditions from time to time so that you will be apprised of any changes. Any modifications to this Agreement must be made in a writing executed by both parties or after your continued participation in the Referral Program after such terms have been updated by Lexorn Software.

5. Your Responsibilities. Subject to the terms of the Agreement, Affiliate will be solely responsible for the design, layout, posting, hosting, operation and maintenance of the web properties on which the Lexorn Software Materials are located. Affiliate will promote and market the Referral Program through such properties and will integrate the Lexorn Software Materials into such properties in order to market and promote the Referral Program.

6. Restrictions. Affiliate will not, and will not allow any third party to:

edit, delete, disable, modify or alter the Lexorn Software Materials in any way (including, without limitation, any technology or functionality used by Lexorn Software to operate and maintain the Referral Program);
use the Lexorn Software Materials to direct a potential customer to any web page other than those designated by Lexorn Software;
"frame," minimize, remove or otherwise inhibit the full and complete display of any Lexorn Software web page;
cause any hyperlinks to web pages on the Lexorn Software web site to create a new browser window or otherwise display the Lexorn Software web pages in a distorted or diluted fashion;
use the Lexorn Software Materials with other logos, marks, or content that would create or suggest a combination mark;
display the Lexorn Software Materials on any web pages that (i) provide access to (via hyperlink or otherwise) peer-to-peer, file sharing downloadable applications, (ii) contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; and (iii) contain any content that would infringe, misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any third party;
create and distribute any electronic communication (including, without limitation, e-mail to your current or prospective end users) that includes any Lexorn Software Materials (or any reference thereto);
create and distribute any electronic communication in violation of applicable law;
create and distribute electronic "spam," chain letters or other unsolicited electronic mass communication;
use the Lexorn Software Materials in any way that suggests that Lexorn Software endorses or sponsors your web site, goods or services;
issue any public statement (e.g., press release) in connection with the Agreement and your participation in the Referral Program without Lexorn Software's prior written consent; or
use or display the Lexorn Software Materials in any way except as provided by Lexorn Software and permitted under the Agreement.

Affiliate does not acquire any right, title or interest in or to Lexorn Software Materials. All use by Affiliate of Lexorn Software Materials (including any goodwill associated therewith) will inure to the benefit of Lexorn Software. At no time will Affiliate challenge or assist others to challenge the trademarks or servicemarks of Lexorn Software or the registration thereof by Lexorn Software, or form any combination marks with any Lexorn Software Materials, nor will Affiliate attempt to register any Lexorn Software Materials or domain names that are confusingly similar to those of Lexorn Software. Lexorn Software, its licensors and suppliers reserve all rights not expressly granted under the Agreement. Affiliate will immediately replace any displayed Lexorn Software Materials with any substitutions provided by Lexorn Software to Affiliate as instructed by Lexorn Software.

7. Termination. Affiliate may terminate the Agreement at any time upon notice to Lexorn Software, which shall be effective immediately. Lexorn Software may suspend or terminate the Referral Program and/or terminate the Agreement upon notice to you, which termination shall be effective immediately. Upon expiration or termination of the Agreement for any reason, Affiliate shall return the Confidential Information of Lexorn Software, and Sections 4 through 14 shall survive expiration or termination.

8. Confidentiality. During the term of the Agreement and for a period of two years following any termination or cancellation, Affiliate will not to disclose to any third party Confidential Information of Lexorn Software (and its licensors and suppliers) without prior written consent except as provided herein. "Confidential Information" includes (i) ads (including Targets and URLs), prior to publication, (ii) the existence of and terms and conditions of this Agreement, and (iii) any Referral Program and/or Referral Program information or access to technology prior to public disclosure provided by Lexorn Software to Affiliate and identified at the time of disclosure in writing as confidential and/or proprietary or that should have reasonably been understood to be treated as confidential under the circumstances. It does not include information that has become publicly known through no breach by a party, or has been (a) independently developed without access to Lexorn Software's Confidential Information; (b) rightfully received from a third party; or (c) required to be disclosed by law or by a governmental authority.

9. No Warranty. LEXORN SOFTWARE, ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE REFERRAL PROGRAM, ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

10. Limitation of Liability; Force Majeure. IN NO EVENT SHALL (i) LEXORN SOFTWARE BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (ii) LEXORN SOFTWARE'S TOTAL AGGREGATE LIABILITY TO AFFILIATE UNDER THE AGREEMENT FOR ANY AND ALL CLAIMS EXCEED ONE HUNDRED U.S. DOLLARS ($100). Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

11. Representations and Warranties. Affiliate represents and warrants that (a) all of the content provided by Affiliate to Lexorn Software to enroll in the Referral Program is correct and current; (b) Affiliate shall display any Lexorn Software Materials only in accordance with the Agreement; (c) Affiliate has full power and authority to enter into the Agreement; and (d) Affiliate will use any and all information provided by Lexorn Software (including the Lexorn Software Materials) in a manner that complies with applicable laws.

12. Obligation to Indemnify. Affiliate agrees to indemnify, defend and hold Lexorn Software, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant partner(s), licensors, licensees, consultants and contractors) harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), arising out of Affiliate's use of the Referral Program, Affiliate's web site(s), and/or Affiliate's breach of any provision of the Agreement. Affiliate understands and agrees that each relevant Lexorn Software partner has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.

13. Miscellaneous. The parties agree that Lexorn Software may designate and use third party consultants, contractors, licensors and suppliers in connection with the Referral Program. Affiliate may not use any such third party's trademarks and tradenames without such third party's prior written consent. The Agreement shall be governed by the laws of Pennsylvania, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with the Agreement shall be adjudicated in Lehigh County, Pennsylvania. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Each party hereto is duly authorized to enter into the Agreement and perform its obligations hereunder. All notice will be in writing and (a) if sent to Affiliate to the address identified in the registration process and (b) if sent to Lexorn Software at such address Lexorn Software P.O. Box 90645, Allentown, PA 18109 or as otherwise provided in writing for such notice purposes. The waiver of any breach or default of the Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of the Agreement will remain in full force and effect. Affiliate may not resell, assign, or transfer any of its rights hereunder, in whole or in part. The relationship(s) between Lexorn Software and Affiliate is not one of a legal partnership, joint venture or agency relationship, but is one of independent contractors.