Welcome To Hyped Gaming

Interpretation

1. “Marketing Materials” or “Business Aides” includes all audio, video and written material produced and provided to Resellers for the purpose of marketing Hyped Gaming Hardware and Software Products.

2. “Reseller ID” is an identification number assigned to each Reseller.

3. “Hyped Gaming” means Hyped Gaming software, hardware, and services, an incorporated company having its registered office at 43398 Business Park Drive, Temecula, CA USA.

4. “Licensed Software Product” includes “Hyped Gaming” and any other software owned or licensed by Hyped Gaming which may become available for marketing.

5. “Registered License Owner” is the owner of a license of a licensed software product.

Authorization as a Reseller

1. Hyped Gaming reserves the right in its sole and absolute discretion to accept or reject any Application for appointment as a Reseller without having to assign any reason for its acceptance or rejection.

2. The appointment of a Reseller will be effective only if and when the prospective Reseller receives from Hyped Gaming confirmation that the Reseller ID is activated.

3. Nothing expressed or implied in or incorporated into or referred to in these Rules shall be deemed to constitute Hyped Gaming and the Reseller as partners as joint ventures or as employer and employee whether in law or in equity.

Hyped Gaming and the Reseller hereby acknowledge and agree that:

1. Resellers are independent contractors of Hyped Gaming and are not employees.

2. Resellers are entitled to market, not sell, Hyped Gaming’s products. Any subsequent purchase that may arise from the marketing of the product(s) by the Reseller is between Hyped Gaming and the buyer of the license. (This is because the end Users buy the software direct from Hyped Gaming Ltd. So the contact of sale is actually between Hyped Gaming Ltd and the end user. Resellers do not purchase and on-sell. They receive commission of sales made direct from Hyped Gaming ltd.)

3. The Reseller is responsible for bearing all costs and expenses incurred in the conduct of his or her business.

4. The Reseller is under no obligation to spend a specified time or any set hours acting as an Reseller.

5. The Reseller is under no obligation to solicit orders for the retail sale of Hyped Gaming products with the exception that the Reseller’s marketing must result in at least one sale every three months. Failure to do so shall entitle Hyped Gaming to terminate the Reseller’s agreement.

6. Nothing expressed or implied in or incorporated into or referred to in these Rules shall be deemed to constitute the grant to an Reseller of an exclusive territory.

7. Without limiting the general discretion of Hyped Gaming, to become an Reseller an applicant:

7.1.    must be the Registered License Owner of a licensed software product belonging to Hyped Gaming;

7.2.    must be at least eighteen (18) years of age;

7.3.    must not be incapable of managing his or her affairs by reason of mental or other condition;

7.4.    must not be bankrupt or a party to any arrangement or composition with his or her creditors or any of them or own any property or assets which are the subject of receivership or official management.

7.5.    must not be in prison or confined to any other corrective institution or subject to a home detention scheme.

7.6.    must not have been convicted of an offense punishable by a term of imprisonment,

7.7.    must not previously have been terminated by Hyped Gaming as an Reseller.

In the event that an Reseller is either a limited liability company, incorporated society, partnership, trust or other statutory body:

1. Hyped Gaming shall only recognize up to two persons specified and identified by Hyped Gaming and shall always describe them by their individual names and not the name of the company, incorporated society, partnership, trust or other statutory body.

2. Only the persons specified and identified by Hyped Gaming shall be engaged or involved in the day to day activities of the Reseller.

3. A Reseller may terminate this agreement at any time by giving written notice to Hyped Gaming.

4. Hyped Gaming reserves the right to terminate the agreement of any Reseller without prior warning if, in the opinion of Hyped Gaming, the Reseller has breached these Rules of Conduct or has otherwise acted in a manner likely to bring Hyped Gaming into disrepute.

Responsibilities of a Reseller

1. Resellers will at all times fully and promptly comply with these Rules of Conduct and any amendment(s) thereof which may, at the discretion of Hyped Gaming, be made from time to time.

2. Some of the software that may be marketed by Resellers may require an understanding that can only be obtained through sufficient training. Accordingly, Hyped Gaming may require Resellers to undertake some training before they proceed to market particular hardware and/or software. Until such time as Hyped Gaming is satisfied that a Reseller has met with the requirements of such training, Hyped Gaming may prohibit the Reseller from marketing particular software.

3. The Reseller shall not:

3.1.    in any way act so as to represent Hyped Gaming or its products in a false and misleading manner or contrary to the directives, explanations and descriptions from time to time issued or made by Hyped Gaming;

3.2.    in relation to the supply of products, misrepresent the nature of the relationship between Hyped Gaming and its Reseller, as that relationship is explained in the Rules of Conduct or any amendment(s) thereof made from time to time;

3.3.    make any exaggerated or unwarranted or false claims about Hyped Gaming or any of its products;

3.4.    in any way misrepresent the use, effectiveness, suitability, price, place of origin source or availability of Hyped Gaming products;

3.5.    represent that Hyped Gaming products have performance characteristics, accessories, uses, qualities or benefits they do not have;

3.6.    promote or pass off any non-Hyped Gaming products as Hyped Gaming products;

3.7.    demand or assert any right to payment from a customer or potential customer;

3.8.    denigrate, disparage or defame Hyped Gaming, Hyped Gaming staff, or Hyped Gaming products;

3.9.    use unsolicited telemarketing campaigns, letter box drops, mass mailings or similar promotions without first getting written approval from Hyped Gaming Ltd; (This is just to ensure you get your facts right and don’t misrepresent the product by accident. Just email us a copy first, and we’ll do our best to reply by return.)

3.10.  publish or broadcast any advertisement for Hyped Gaming or its products without first getting written approval from Hyped Gaming Ltd; (same comment as above)

3.11.  make any warranty, representation or guarantee, on behalf of or in the name of Hyped Gaming in relation to Hyped Gaming products;

3.12.  engage in any conduct or make any statement or representation or use any trade name, associated name, business name or company name (in each case whether registered or not) or other description or do any act, matter or thing which is likely to lead any other person to believe:

3.12.1. Resellers are agents or employees of Hyped Gaming (‘Agents’ is a legal term for someone who may commit a Company legally. ‘Resellers’ do NOT have this right.)

3.12.2. property in or title to Hyped Gaming products prior to their sale vests other than in Hyped Gaming;

3.12.3. deny to any person that the Reseller is entitled to receive commission from Hyped Gaming in respect to Hyped Gaming products successfully marketed by the Reseller; and shall indemnify Hyped Gaming from and against all actions, damages, claims, demands, prosecutions, fines, penalties, and the cost thereof (including Hyped Gaming’s actual legal costs) which might be made or brought or sought against or suffered by Hyped Gaming in respect of or arising out of any such misrepresentation or other conduct.

Payment of Income Tax (or any other tax prescribed by law) payable upon the commission received by the Reseller shall be the responsibility of the Reseller.

Resellers are not authorized to, and will not under any circumstances pledge or purport to pledge the credit of Hyped Gaming or otherwise incur or purport to incur obligations on behalf of or which will otherwise bind Hyped Gaming.

Resellers are not authorized to make any offer of settlement or otherwise bind Hyped Gaming in connection with claims arising from the use or supply of Hyped Gaming products.

Resellers shall comply with all laws, ordinances and regulations concerning or affecting the operation of their agreement and shall indemnify Hyped Gaming from and against all actions, claims, demands, prosecutions, fines, penalties and the costs thereof (including Hyped Gaming’s actual legal costs) which might be made or brought against Hyped Gaming in respect of or arising out of any breach of any such laws, ordinances or regulations by the Reseller.

Resellers shall not make any representation or engage in or conduct any activity or do any other act, matter or thing which may bring either them or Hyped Gaming into disrepute.

Use of the Hyped Gaming name, trademarks, etc

Resellers acknowledge the exclusive ownership by Hyped Gaming of the trademarks, trade names, insignia, logograms, designs, get-ups and all other industrial and intellectual property used by Hyped Gaming in association with Hyped Gaming products.

A Reseller shall not display the Hyped Gaming name on his or her business vehicles, business premises, business cards, letter heads or telephone listings without Hyped Gaming’s written permission.

All Hyped Gaming printed, audio and video material is protected by copyright and may not be reproduced in whole or in part by Resellers or other persons, without Hyped Gaming’s written permission.

Any product information, price lists and articles produced by Hyped Gaming may be reprinted by Resellers in newsletters which they publish for the purpose of marketing Hyped Gaming’s products provided that each reprint is followed by the statement “Reprinted with the permission of Hyped Gaming”.

Termination

Hyped Gaming may at its election by notice in writing to a Reseller terminate the Reseller’s agreement upon the happening of any one or more of the following:

1. if in Hyped Gaming’s opinion the Reseller has provided false information in his or her Reseller Application;

2. if the Reseller breaches any of these Rules of Conduct;

3. if the Reseller or a Director of a corporate Reseller is convicted of an offence punishable by a prison term;

4. if the Reseller or a Director of a corporate Reseller becomes bankrupt;

5. if an Order is made or an effective resolution is passed for the winding-up of the Reseller (being a company);

6. if a receiver or official Manager of the property or assets of the Reseller or of a director of a corporate Reseller or any part thereof, is appointed, or an official Manager is appointed;

7. if the Reseller or a director of a corporate Reseller makes an assignment for arrangement or composition with his or her creditors or any of them;

8. if the Reseller or a director of a corporate Reseller is suspended or disbarred from practicing his or her usual trade or profession by any trade or professional associated, institute or society;

9. if the Reseller becomes a protected person or a person in respect of whom an order or direction is in force that his or her estate be subject to management or a welfare guardian is appointed under the Protection of Personal and Property Rights Act 1988 (or any subsequent applicable legislation);

10. if the Reseller becomes incapable of managing his or her affairs by reason of any mental or other condition;

Upon termination of a Reseller’s agreement for any cause whatsoever the Reseller shall:

1. Return in good condition to Hyped Gaming all Hyped Gaming products not belonging to the Reseller, and all Hyped Gaming business aids;

2. cease to use any and all trademarks, trade names, insignia, logograms, or other industrial and intellectual property belonging to Hyped Gaming used in or related to the marketing of Hyped Gaming’s products;

3. cease to hold himself or herself out as an Hyped Gaming Reseller, and without limiting the generality of the foregoing they shall not be authorized or entitled to:

(a) demonstrate Hyped Gaming’s products;

(b) solicit orders for the sale of Hyped Gaming’s products;

(c) market Hyped Gaming’s products.

In the event that Hyped Gaming terminates a Reseller’s agreement pursuant to these Rules the Reseller will have no claim against Hyped Gaming arising out of or in respect of the termination.

Resolution of Disputes

Any dispute, controversy or claim arising out of or relating to the contract of which these Rules form a part or breach of these Rules, or the termination of a Reseller’s agreement, shall be settled by mediation and the following provisions shall apply:

1. the mediation shall be conducted in California, USA;

2. the mediator shall be selected by Hyped Gaming;

3. each of the parties shall be entitled to be represented by one duly qualified legal practitioner or other representative in addition to the party himself or herself, or in the case of a corporation an executive of the corporation, whether legally qualified or not.

In the event that the dispute, controversy or claim is not resolved by mediation within 21 days of the appointment of the mediator (or such longer period as is agreed between Hyped Gaming and the Reseller) either party may refer the dispute, controversy or claim to arbitration and the following provisions shall apply:

1. the arbitration shall be conducted in Riverside County, California USA;

2. the arbitration shall be conducted in accordance with the current Rules of Conduct;

3. the arbitrator shall be selected by Hyped Gaming and the Reseller from a panel of arbitrators nominated by Hyped Gaming. The arbitrator shall be a person other than the Mediator who has conducted the mediation;

4. each of the parties shall be entitled to be represented by one duly qualified legal practitioner or other representative in addition to the party himself or herself or in the case of a corporation, an executive of the corporation, whether legally qualified or not;

5. examination of witnesses by the parties and by the arbitrator shall be permitted, but compliance with the rules of evidence shall not be required.

The cost of any mediation or arbitration pursuant shall be borne equally by the Reseller and Hyped Gaming.

A Reseller proposing to exercise his or her rights shall promptly notify Hyped Gaming at its registered. Correspondence should be addressed to the attention of the President.

General

Hyped Gaming may amend these Rules of Conduct at any time by publishing the amendment in on its website – www.hypedgaming.com – and the amendment shall become effective as from the date specified in that publication.

Reasonable notice will be given at least one month in advance of publication by email to each Reseller. Acknowledgment of receipt of the email by the Reseller will be deemed to be sufficient proof that such notice has been received.

No waiver by Hyped Gaming or any breach, default or omission by the Reseller or any other Reseller in the performance or observance of any of these Rules of Conduct shall be deemed to be a waiver by Hyped Gaming for any other or subsequent such breach, default or omission.

In the event of the invalidity of one or more of these Rules or part of one of these Rules such invalidity shall not affect the continuing enforceability of any other Rule and this document shall be construed accordingly.

These rules shall be governed and construed in accordance with the law for the time being and from time to time in force in the United States of America.