By participating in the NZXT Affiliate Program (“Program”), you agree with the terms and policies set forth in this agreement (“Agreement”). Please read the entire Agreement as it is a legal agreement between you and NZXT, Inc. (“NZXT”). By submitting the online application, you are agreeing that you have read and understand the terms and policies of this Agreement, and that, if NZXT accepts your application, you agree to be legally responsible for each and every term and policy found in this Agreement.

NZXT may change the Program or this Agreement at any time without notice. If any change to the Program or the Agreement is unacceptable to you, your only choice is to terminate your participation. Your continuing participation in the Program will constitute your acceptance of any change.

You or NZXT may suspend or terminate your participation in the Program at any time for any reason. You are only eligible to earn commissions while you are participating in the Program in accordance with the terms of this Agreement.

a.        NZXT will attribute referrals to you based on a tracking code embedded in your affiliate links.

NZXT uses the Refersion affiliate tracking system owned by Refersion, Inc (“Refrersion”). When a referral clicks through your affiliate link, Refersion sets a cookie in the browser that contains your tracking code. Refersion also tracks other information, such as the IP address of the referral, in its database along with your tracking code. When the referral decides to buy a product at NZXT, a script will look for the cookie, or try to match the IP address, or use similar technology to identify you and award the commission. Referrals from your affiliate link may make a purchase later in time and NZXT will still award the commission if the cookie is still present in the browser or the IP address still matches one logged in the database. NZXT reserves the right to refuse service to any referral.

a. NZXT will pay you a commission on products purchased by your referrals at the end of each calendar month. NZXT uses the Refersion affiliate tracking system to tabulate and track sales and commission payments due to our affiliates after the tracking process and purchases are completed. Through the Refersion website, you will have access to information we use to determine commissions we owe you. NZXT reserves the right to increase or decrease commission rates from time to time as it sees fit. If a referral returns a product or if the referral requests a chargeback on the purchase, you will not receive a commission. NZXT returns all money to the referral, so you must also return your portion of the sale. Because of the 30 day return period for all NZXT products, and because of periodic processing, NZXT payments terms are NET 45. 

b. NZXT uses PayPal Payouts for all commission payouts (Or other form of payment at NZXT's discretion). Affiliates are responsible for any fees charged by PayPal that may occur in receiving commission payments. 

c. NZXT reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement as well as all NZXT terms and policies.

d. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and policies, we expect that you will respond in a timely and honest manner. The following are examples of violations of our communications policy: (1) You are not forthcoming, you are intentionally vague, or you are found to be lying; (2) You are not responsive within a reasonable time period and after multiple attempts to make contact using the information listed in your network profile; or (3) You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof. If any of the preceding issues apply, then we reserve the absolute right to suspend you from the Program, reverse orders, modify payouts, set your commission to 0%, or immediately terminate your participation in the Program. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to address such issues proactively and to adhere to the terms and policies of this Agreement.

a. NZXT grants you a nonexclusive, terminable and non-sublicensable license to use any tools, products, marks or other items provided to you by NZXT hereunder (collectively “NZXT Assets”) solely in furtherance of the purpose of this Agreement and the Program. No license or other right of any kind is granted by NZXT to Affiliate, except as expressly provided in this Agreement and NZXT retains any and all rights in and to the NZXT Assets. Affiliate shall not use NZXT’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in this Agreement. You will not make any claim to ownership of the NZXT Assets, or of the copyright, trademark, or other intellectual property therein. Further, you will not publish or otherwise distribute any other advertising materials that reference NZXT unless NZXT gives prior written consent to the distribution of such materials.

b. Affiliate gives NZXT the irrevocable, sub-licensable, worldwide right and permission to use any work product or other video, photo, written or verbal content Affiliate shares or provides related to its services under this Agreement (collectively, “NZXT-Related Content”) in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on NZXT owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Affiliate provides may be paraphrased, amplified, shortened and/or put into conversational form. Affiliate further agrees that NZXT may contact (including by means of messages on public social media platforms) Affiliate about any NZXT-Related Content.

c. Affiliate acknowledges that participation in the Program means NZXT can use Affiliate’s NZXT-Related Content and include Affiliate’s name/likeness/social media handle or channel/blog name and any other Affiliate attributes in any manner that NZXT determines supports the purposes of this Agreement, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).

a. Affiliate represents and warrants that: (i) Affiliate will not commit any act which brings NZXT into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which NZXT’s advertising materials are directed, or which might tend to harm NZXT or any of NZXT’s products or services including, without limitation, disparaging NZXT or its products or services; (ii) Affiliate will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party web sites, platforms or applications, including by making disclosures in accordance with the FTC Endorsement and Testimonial Guidelines (“FTC Guides”), in rendering the Services herein; (iii) Affiliate is at least 18 years of age and has the right and authority to enter into this Agreement in Affiliate’s own name; (iv) it has obtained any necessary clearances, licenses, or other permission for any intellectual property used on its website and/or social media pages; and (v) its websites and social media pages do not contain or promote and unlawful or solicitous behavior or content.  

5. Indemnity. Affiliate agrees to defend, indemnify and hold harmless NZXT and its parents, affiliates, subsidiaries, officers, directors, employees, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Affiliate’s breach of any of its representations and/or warranties hereunder, (ii) the authorized use of the NZXT-Related Content or exercise of the rights granted hereunder, (iii) Affiliate’s use of third party products or content in performing the Services; and (iv) Affiliate’s negligence or willful misconduct.

a. Affiliate hereby agrees, for Affiliate and Affiliate’s heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, NZXT and its agents, employees, officers, directors, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever resulting from the use of Affiliate’s NZXT-Related Content or which Affiliate, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use Affiliate’s name, voice or likeness, it being understood that the Released Parties shall be free to use Affiliate’s name, voice and likeness in any manner in connection with the NZXT-Related Content or otherwise in support of the Program. 

b. NZXT shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of NZXT hereunder shall not exceed the fees payable to Affiliate under this Agreement.

7. Relationship of Parties. Affiliate’s relationship with NZXT is that of an independent contractor and Affiliate agrees that as an independent contractor, it will not be considered an employee of NZXT for any purpose, including tax obligations, and will not be eligible to participate in any of NZXT’s medical, benefit or health plans.

8. Confidential Information. Unless authorized by NZXT, Affiliate agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms. “Confidential Information” shall mean all information, excluding information available from the public domain, disclosed by NZXT to Affiliate related to the Program and/or NZXT’s business and products.

9. No Conflict of Interest. Affiliate is not subject to, and will not accept during the Term, any obligation that is inconsistent or incompatible with Affiliate’s obligations under these Terms, including any obligation to perform services for any company whose goods and services compete with those of the NZXT.

10. Survival. The rights and obligations contained in Sections 3 (“Intellectual Property Rights”), 4 (“Representations and Warranties”), 5 (“Indemnity”), 6 (“Release; Limitation of Liability”), 8 (“Confidential Information”), 10 (“Survival”), and 11 (“Miscellaneous”) will survive any termination or expiration of this Agreement.

11. Miscellaneous. This Agreement is the parties’ final, exclusive and complete understanding and agreement, and supersedes all prior and contemporaneous understandings and agreements relating to the subject matter of this Agreement.  This Agreement may be amended only by a writing signed by both parties.  This Agreement and will be governed by the laws of the State of California, without regard to conflict of law principles.  In any dispute relating to this Agreement, the parties submit themselves to the exclusive jurisdiction of the state or federal courts located in Los Angeles County, California.  If any provision of this Agreement is held by a court to be unenforceable, this Agreement shall be deemed amended to the minimum extent necessary to render it enforceable.