GUILD AFFILIATE PROGRAM
Terms and Conditions
Ironside Computers, Inc.
This Guild Affiliate Program Agreement (the “Agreement”) is entered into between Ironside Computers, Inc., a corporation with its principal place of business at 2713 Meister Place, Suite 200, Round Rock, Texas 78664 (“Ironside,” “we,” “us,” or “Company”), and the individual or entity accepting this Agreement (“Affiliate,” “you,” or “your”). Ironside and Affiliate are each a “Party” and together the “Parties.”
This Agreement governs your participation in Ironside’s performance-based affiliate marketing program, branded as the “Guild” or the “Program”. The Agreement is presented in discrete, numbered sections. By checking the box associated with each section in the Guild portal during enrollment, and by clicking “I Agree” at the conclusion of enrollment, you acknowledge that you have read, understood, and accepted each section individually and the Agreement as a whole. If you do not agree to any section, you may not participate in the Program.
This Agreement incorporates by reference Ironside’s Privacy Policy, Return Policy, and main Terms of Service, each available at ironsidecomputers.com.
Summary of Key Terms
IMPORTANT — PLEASE READ. This Summary of Key Terms is provided for your convenience only. It is not the full Agreement and is not a substitute for it. The numbered sections that follow are the binding contract; if anything in this summary appears to conflict with those sections, the numbered sections control. By accepting this Agreement, you confirm that you have read and agreed to the full Agreement in its entirety, not just this summary.
How you get paid. You can earn three kinds of commission, and they stack: a per-Click amount for valid clicks on your Affiliate Link, a per-Lead amount for verified email signups, and a percentage of Net Revenue on sales attributed to you. Specific rates are in the Rate Schedule inside the Guild Portal. (See Sections 6–11.)
Attribution. First-click wins, with a 30-day cookie window. Once a window is open for an end-user, additional clicks during that window do not reset or extend it. (See Section 7.)
Payments. Monthly payouts on Net-30 from the delivery date of the underlying sale (or end of month for clicks/leads). USD only. PayPal supported, plus any other payout method we offer in the Portal. We cover standard payout-provider fees; you cover any fees on your end. (See Section 11.)
Clawbacks. If a sale is refunded, returned, or charged back within 90 days, the related commission can be reversed. If part of a sale is refunded (e.g., a restocking fee on a return), the commission is recalculated proportionally. (See Section 24.)
What you can’t do. No bots, click farms, self-referrals, cookie stuffing, coupon-injection extensions, brand-keyword bidding, posting our coupon codes on deal sites, fake reviews, or paid ads without our written approval. (See Section 15, Section 17, and Section 18 for the full list of restrictions and prohibited claims.)
Competitor work. If you take a paid sponsorship with a direct PC-builder competitor, give us 60 days’ written notice. Starting that competing deal ends your participation in the Program, and re-enrollment later is not guaranteed. (See Section 19.)
Disclosures. Always disclose your relationship with Ironside in promotional content, in line with FTC rules and the laws of any country your audience is in. (See Section 16.)
Your content, your rights. You keep ownership of everything you create and the rights to your name, likeness, and on-channel branding. We can repost, embed, or feature your content on our owned channels (website, email, social) and reference our partnership in case studies, pitch decks, and a “Past Partners” display — with credit and link-back where possible, and only using the public on-channel name/logo as it appears in your sponsored content. Using your content in paid ads requires your separate written approval. Past Partners listings can continue for up to 2 years after termination. (See Section 20.)
Term and exit. Either side can terminate for convenience with 14 days’ written notice. We can terminate immediately for material breach (and you forfeit unpaid commissions in that case). (See Section 24 and Section 28.)
Governing law. Texas law, with disputes handled in courts in or covering Round Rock, Texas. Both Parties waive jury trial. (See Section 29.)
Independent contractor. You’re a contractor, not an employee. You handle your own taxes; we collect a W-9 or W-8 before paying you. (See Section 12 and Section 33.)
1. Definitions
In addition to terms defined elsewhere in this Agreement, the following capitalized terms have the meanings set forth below:
“Affiliate Link” means the unique tracking URL or referral code assigned to Affiliate within the Guild Portal.
“Billable Click” means a Click that meets the requirements set forth in Section 8.
“Click” means a single referral event in which a user activates an Affiliate Link and is redirected to ironsidecomputers.com or another Ironside-designated destination.
“Cookie Window” means the thirty (30) consecutive day period commencing upon a Click and used by Ironside’s tracking system to attribute subsequent activity to Affiliate.
“Eligible Sale” means a completed Ironside transaction (a) tracked to Affiliate within an active Cookie Window, (b) for which Ironside has received and recognized Net Revenue, and (c) which has not been subject to refund, return, or chargeback within the Clawback Window defined in Section 24.
“Guild Portal” means the affiliate dashboard, tracking system, and account interface that Ironside makes available to Affiliate, including any successor system.
“Lead” means a single end-user signup to an Ironside newsletter or designated lead form using a valid email address that successfully passes Ironside’s lead verification process.
“Net Revenue” means the gross sale price of an Eligible Sale, less: (i) refunds, returns, and chargebacks; (ii) sales, use, value-added, and other transactional taxes; (iii) shipping, freight, handling, and insurance charges; (iv) discounts, promotional codes, gift card redemptions, and credits applied at checkout; and (v) third-party payment processing fees.
“Notices Email” means Theresa@ironside.gg, attention: Theresa Ross, Marketing Director.
“Program Materials” means the logos, banners, copy, creative assets, and brand guidelines that Ironside makes available to Affiliate through the Guild Portal.
“Rank” means Affiliate’s current tier within the Guild rank system, which determines applicable commission rates and benefits.
“Rate Schedule” means the then-current schedule of commission rates, rank thresholds, rank-maintenance requirements, bonuses, and “power-ups”, as published and updated by Ironside within the Guild Portal.
“Sanctioned Country” means any country, region, or territory subject to comprehensive economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or other applicable sanctions authorities.
2. Eligibility
To participate in the Program, you must, at the time of enrollment and continuously throughout your participation:
be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater;
if you are a current employee, contractor, agent, intern, or representative of Ironside, participate only through your personal owned channels and audiences, and not by using Ironside’s internal resources, work time, employee discounts, confidential information, or any access granted in connection with your role at Ironside;
not be a direct competitor of Ironside or an employee, owner, or representative of a direct competitor (including but not limited to NZXT, Starforge Systems, iBUYPOWER, CLX, Maingear, Origin PC, Falcon Northwest, Digital Storm, and any other custom or pre-built gaming PC manufacturer);
not be located in, ordinarily resident in, or organized under the laws of a Sanctioned Country, and not be a person or entity with whom U.S. persons are prohibited from transacting under applicable law; and
provide accurate, current, and complete information during enrollment and maintain such information thereafter.
Ironside reviews each application manually and reserves the right to approve, deny, or revoke participation at its sole discretion.
3. Enrollment and Account
Affiliate must enroll through the Guild Portal and complete all required steps, including providing accurate identifying and tax information. Affiliate is limited to one (1) Guild affiliate account per individual or legal entity, and may not maintain duplicate or sock-puppet accounts. Affiliate is solely responsible for maintaining the confidentiality of Guild Portal credentials and for all activity under Affiliate’s account.
Affiliates who manage or recruit other affiliates, or who operate as agencies, must enroll separately through Ironside’s Agency Portal under the separate Ironside Agency Program Agreement. The activities of an Agency Portal account are governed exclusively by that separate agreement and are not authorized under this affiliate-tier Agreement.
4. License to Promote Ironside
Subject to Affiliate’s continuous compliance with this Agreement, Ironside grants Affiliate a limited, non-exclusive, non-sublicensable, revocable, worldwide, royalty-free license during the term of this Agreement to (a) display the Affiliate Link, and (b) use Program Materials made available through the Guild Portal, in each case solely for the purpose of promoting Ironside products in accordance with this Agreement.
All right, title, and interest in and to Ironside’s trademarks, service marks, trade names, logos, brand identity, product names, product designs, photography, video, and other Program Materials remain the exclusive property of Ironside. No other use, modification, sublicense, or registration is permitted. The license granted in this Section 4 terminates automatically upon termination of this Agreement or upon Ironside’s written notice.
5. Brand and Product Scope
Unless otherwise specified by Ironside in writing or within the Guild Portal, the Program covers all Ironside products and product lines now offered or hereafter introduced, including, without limitation, the Ironside Series prebuilts (including Model I, Model R, Model O, and Model N), Forge Your PC custom builds, Limited Edition cases (including Terminal 1, Juicebox, Milkbox, and Eden’s Veil), Masterworks, Partner Collabs, peripherals, accessories, merchandise, and warranty and service plans.
Ironside reserves the right to designate any specific product, product line, or transaction type as non-commissionable by posting such designation in the Guild Portal. Such designations are effective upon posting and apply to all activity occurring thereafter.
6. Commission Structure — Overview
The Program offers three (3) types of commissions, which stack on the same end-user activity unless otherwise specified in the Rate Schedule:
a per-Click commission for Billable Clicks, as set forth in Section 8;
a per-Lead commission for verified Leads, as set forth in Section 9; and
a per-Eligible-Sale revenue-share commission, calculated on Net Revenue, as set forth in Section 10.
Specific commission amounts and percentages are determined by Affiliate’s current Rank and any then-applicable bonuses or power-ups, all as published in the Rate Schedule within the Guild Portal. Commissions earned for an action are calculated using the rates in effect at the time the action occurs; activity occurring before a Rank change is paid at the prior Rank, and activity occurring after a Rank change is paid at the new Rank. Ironside may update the Rate Schedule at any time pursuant to Section 31.
Maintenance of Rank requires Affiliate to meet the minimum rank-points or activity thresholds published in the Guild Portal. Failure to meet maintenance thresholds may result in demotion to a lower Rank, with corresponding adjustment of future commission rates. The specific maintenance rules and rank-points system are governed by the Guild Portal and may be updated by Ironside from time to time.
7. Tracking and Attribution
All Program activity is tracked through the Guild Portal, which Ironside operates as a custom platform. Tracking, reporting, and commission calculations performed by the Guild Portal constitute the sole and definitive source of truth for purposes of this Agreement. Affiliate acknowledges that minor discrepancies between Affiliate’s own analytics and the Guild Portal may occur due to ad blockers, browser privacy settings, cookie deletion, end-user opt-outs, and similar factors, and that any such discrepancies are not commissionable.
Where multiple affiliates have generated Clicks attributable to the same end-user, Ironside applies a first-click attribution model: the first qualifying Click within the active Cookie Window is credited with subsequent Leads and Eligible Sales by that end-user. A subsequent Click from the same end-user does not reset or extend the Cookie Window during the active 30-day period. Once an active Cookie Window has expired without a qualifying conversion, a new qualifying Click from that end-user starts a fresh Cookie Window.
If an end-user uses a coupon or discount code at checkout, Affiliate still earns the commission, but it is calculated on Net Revenue (the discounted price), not the list price. This is true regardless of where the code came from. Affiliate may not publish, post, or distribute Ironside coupon or promotional codes outside of Affiliate’s own approved owned channels, and may not list any such codes on coupon, deal-aggregation, or cashback websites.
8. Per-Click Commission
Affiliate earns a per-Click commission, at the rate set forth in the Rate Schedule for Affiliate’s current Rank, for each Billable Click. A Click qualifies as a Billable Click only if it satisfies all of the following:
originates from a unique combination of device and IP address, and has not been counted within the preceding thirty (30) days;
passes Ironside’s automated bot, fraud, and human-verification checks;
does not originate from Affiliate’s own devices, household network, place of business, or known VPN, proxy, or commercial data-center IP ranges;
originates from a geography approved for the Program at the time of the Click; and
is not generated through any prohibited promotional method described in Section 17.
Clicks that fail any of the foregoing requirements, or that Ironside reasonably determines to be invalid, fraudulent, or non-human, are not commissionable. Ironside’s determination, made in good faith, is final.
9. Per-Lead Commission
Affiliate earns a per-Lead commission, at the rate set forth in the Rate Schedule for Affiliate’s current Rank, for each Lead that successfully passes Ironside’s lead verification process. The verification process is designed to detect and exclude disposable, fraudulent, or bot-generated email addresses, and Ironside may modify it from time to time.
Per-Lead commissions are credited to Affiliate’s account upon successful verification and are paid out in the next regularly scheduled payment cycle following verification, in accordance with Section 11.
10. Per-Revenue Commission
Affiliate earns a per-Revenue commission, calculated as a percentage of Net Revenue at the rate set forth in the Rate Schedule for Affiliate’s current Rank, for each Eligible Sale attributed to Affiliate within an active Cookie Window. As a reminder, Net Revenue is defined in Section 1 and means the gross sale price of an Eligible Sale less refunds, returns, and chargebacks; sales, use, value-added, and other transactional taxes; shipping, freight, handling, and insurance charges; discounts, promotional codes, gift card redemptions, and credits applied at checkout; and third-party payment processing fees.
All purchases by an end-user during an active 30-day Cookie Window that follows a qualifying Click from Affiliate are commissionable, regardless of the number or type of products purchased. Commissionable revenue includes warranties, accessories, peripherals, service plans, and merchandise, except for any product or transaction type that Ironside has designated as non-commissionable in the Guild Portal.
11. Payment Terms
Ironside pays earned commissions on a monthly cycle. Payment timing depends on the type of commission:
Per-Revenue (sales) commissions: paid Net-30 from the delivery date of the underlying Eligible Sale, so the standard 30-day return window has closed before payout. Affiliate can monitor the status of each pending commission in the Guild Portal dashboard.
Per-Click commissions: paid out monthly, covering all Billable Clicks verified during the prior calendar month.
Per-Lead commissions: paid out monthly, covering all Leads verified during the prior calendar month.
Payments are made in U.S. dollars (USD). Affiliate may elect to receive payment via PayPal or via any additional payout method that Ironside makes available within the Guild Portal. Ironside will cover the standard processing fees charged by the supported payout providers; Affiliate remains responsible only for any fees imposed by Affiliate’s own bank, wallet, or destination account (such as currency-conversion or wire-receipt fees on the receiving end). There is no minimum payout threshold; balances of any size are paid on the regular cycle, subject to the holdback in this Section and to the clawback rights in Section 24.
Ironside may withhold or delay payment of any commission balance reasonably suspected to be associated with fraud, breach of this Agreement, returns, chargebacks, or any unresolved dispute, until such matter is resolved. No payment will be made until Affiliate has provided complete and accurate tax forms as required under Section 12.
12. Tax Forms and Reporting
Prior to receiving any payment under this Agreement, Affiliate must submit a complete and accurate IRS Form W-9 (for U.S. persons) or an applicable IRS Form W-8 (for non-U.S. persons), and must promptly update such forms upon any change in tax status or contact information. Payments will be paused until Ironside has received and accepted the required forms.
Ironside will issue a Form 1099-NEC to U.S.-person Affiliates whose annual payments meet the then-current IRS reporting threshold (currently US$600 per calendar year). For non-U.S. Affiliates, Ironside may apply U.S. federal withholding (currently 30%) on payments treated as U.S.-source income, unless a valid Form W-8BEN or W-8BEN-E with an applicable income tax treaty claim has been provided. Ironside may issue Form 1042-S where required.
Affiliate is an independent contractor and is solely responsible for the payment of all taxes, contributions, and other amounts owed on payments received under this Agreement. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship between the Parties.
13. Approved Promotional Methods
Affiliate may promote Ironside through any lawful marketing channel that Affiliate owns or controls, including, without limitation, owned websites and blogs, YouTube, Twitch, Instagram, TikTok, X, Facebook, Discord servers operated by Affiliate, Reddit (subject to subreddit rules and full disclosure), podcasts, and email newsletters or marketing emails to Affiliate’s own subscriber list (i.e., recipients who actively signed up to receive emails from Affiliate, and not purchased, rented, or scraped lists). All promotion is subject to (a) Ironside’s brand guidelines as published in the Guild Portal, (b) the disclosure requirements of Section 16, and (c) the prohibitions of Section 17.
14. Paid Media — Approval and Creative Review
Affiliate may not use paid advertising of any kind — including, without limitation, Google Ads, Microsoft Advertising, Meta Ads (Facebook/Instagram), TikTok Ads, YouTube Ads, X Ads, LinkedIn Ads, native advertising, sponsored placements, paid influencer promotion, or paid search — to promote Ironside or any Affiliate Link, without Ironside’s prior written approval for each specific campaign. Approval is granted in Ironside’s sole discretion, and approval of one campaign does not constitute approval of any other. Ironside may revoke approval at any time upon notice, in which case Affiliate must promptly pause and discontinue the affected campaigns.
To request approval, Affiliate must submit, prior to publication, the proposed campaign details and all paid-media creative — including but not limited to ad copy, ad images, ad video, landing pages, and any dedicated email creative used in conjunction with the placement — through the Guild Portal or the Notices Email. Ironside will provide reasonable feedback within two (2) business days of submission. Failure to obtain pre-approval before publishing any paid-media placement is a material breach of this Agreement.
Organic content created and published by Affiliate (i.e., content not boosted or distributed through paid media) does not require pre-publication approval, provided that the content complies with Ironside’s brand guidelines, the content standards in Section 16, and the prohibitions in Sections 17 and 18.
15. Brand-Keyword and Trademark Restrictions
This Section sets out how Affiliate may and may not use Ironside’s name, trademarks, and product names in paid advertising, and in the registration of domains, social-media handles, and similar identifiers. Because different paid platforms operate differently, the rules below are grouped by platform type. Without limiting the prior-approval requirement of Section 14, Affiliate may not, in any circumstance:
bid on, purchase, or otherwise use Ironside’s trademarks, brand terms, product names, or confusingly similar variations or misspellings as paid keywords on search-style platforms such as Google, Bing, Microsoft, Yahoo, DuckDuckGo, and similar keyword-auction systems, including through broad-match, phrase-match, or negative-match-bypass strategies designed to capture brand searches;
target “Ironside,” its trademarks, its product names, or any other Ironside brand, sub-brand, or program name as an interest, audience category, page, follower target, or look-alike seed on interest- and audience-targeted platforms such as Meta (including Facebook and Instagram), TikTok, YouTube, LinkedIn, X, Snapchat, Reddit Ads, and similar; or use Custom Audiences, Lookalike Audiences, retargeting audiences, or any similar audience tool on those platforms that is derived from Ironside’s customer data, pixel data, email list, follower list, or other Ironside data;
use Ironside’s trademarks, brand terms, product names, or confusingly similar variations or misspellings in ad copy, ad headlines, ad creative (including images, video, and audio), display URLs, or landing-page URLs in any paid placement, in a manner that (i) impersonates Ironside, suggests Ironside is the source or sponsor of the ad, or imitates official Ironside marketing; (ii) suggests Ironside has endorsed, authorized, sponsored, or partnered with any third-party product, service, brand, or person beyond Affiliate’s role in the Program; or (iii) is otherwise reasonably likely to mislead users about the origin or authorization of the ad; or register any URL, top-level domain, social-media handle, or app name incorporating any of those terms.
The restricted terms include, without limitation:
“Ironside,” “Ironside Computers,” “Ironside PC,” “Ironside Gaming,” “Ironside.com,” “ironsidecomputers.com,” and any common misspellings (e.g., “Iornside,” “Ironsides,” “Ironsidecomputer”);
“Forge Your PC,” “Masterworks,” “Ironside Series,” “Guild,” “Ironside Guild,” and the names of any current or future Ironside product lines, including “Terminal 1,” “Juicebox,” “Milkbox,” “Eden’s Veil,” “Model I,” “Model R,” “Model O,” and “Model N”;
any URL, top-level domain, social-media handle, or app name incorporating any of the foregoing terms; and
any additional terms designated as restricted in the Guild Portal.
Permitted descriptive use in paid placements. Affiliate may use Ironside’s name, trademarks, and product names in paid ad copy and creative to truthfully and descriptively refer to Ironside products that Affiliate has actually used, built, reviewed, or featured in the underlying content — including for the purpose of boosting Affiliate’s own organic content as a paid placement. For example, a boosted post titled “Building My Ironside Eden’s Veil” is permitted. All such use remains subject to (i) the impersonation and endorsement-confusion limits in subsection (c) above, (ii) the prior-approval requirement of Section 14, and (iii) Affiliate’s disclosure obligations under Section 16.
For clarity, this Section restricts only paid uses of Ironside’s brand and the registration of identifiers (domains, handles, app names) incorporating Ironside terms. It does not restrict Affiliate from naming Ironside or its products in organic content — videos, posts, podcasts, livestreams, articles, social posts, video titles and thumbnails, and similar — provided that such use complies with the rest of this Agreement and Ironside’s brand guidelines.
Affiliate may not use any Ironside trademark in a way that suggests Ironside endorsement of any third party, that creates customer confusion, or that infringes Ironside’s trademark rights. This Section 15 survives termination of this Agreement.
16. Content Standards and Required Disclosures
Affiliate is solely responsible for compliance with all advertising, consumer-protection, endorsement, and disclosure laws and regulations applicable to Affiliate’s promotion of Ironside, including in each jurisdiction where Affiliate or Affiliate’s audience is located. This includes, without limitation: the U.S. Federal Trade Commission Endorsement Guides and Section 5 of the FTC Act; the U.K. Advertising Standards Authority CAP Code; the EU Unfair Commercial Practices Directive and member-state implementations; the Australian AANA Code of Ethics; the Canadian Competition Bureau Influencer Marketing guidance; and equivalents in other jurisdictions where Affiliate operates.
Without limiting the foregoing, Affiliate must clearly and conspicuously disclose Affiliate’s material connection to Ironside in every piece of content that promotes Ironside. Disclosure must be made in a form and location reasonably likely to be noticed and understood by Affiliate’s audience, in the language of the content, and in compliance with all platform-specific tools and requirements (including, where applicable, the YouTube paid-promotion toggle and Instagram and TikTok branded-content tools).
17. Prohibited Promotional Methods
In addition to any prohibitions elsewhere in this Agreement, Affiliate may not, directly or indirectly, engage in any of the following:
generating Clicks, Leads, or Eligible Sales through bots, automated scripts, click farms, traffic exchanges, or any non-human or simulated activity;
self-referrals, including using Affiliate’s own Affiliate Link to generate Clicks, Leads, or purchases for Affiliate or any household member, controlled entity, or related person;
click farms, paid-to-click sites, “click-for-points” programs, or any arrangement that pays end-users on a per-click or per-lead basis (e.g., cash, points, or platform credits awarded for each click or each lead submission). For clarity, this prohibition does not apply to bona fide giveaways, sweepstakes, or audience promotions operated by Affiliate or by Ironside that offer Ironside products or related prizes as the giveaway reward, where clicking an Affiliate Link or engaging with Affiliate’s content is permitted as a method of entry, provided that the giveaway complies with applicable sweepstakes and advertising laws, the rules of any platform on which it is conducted, and (where the giveaway is run by Affiliate) Section 16’s disclosure requirements;
cookie stuffing, iframe stuffing, hidden pixels, forced redirects, pop-unders, browser hijacks, or any technique that drops the Ironside referral cookie without an affirmative end-user action on Affiliate-controlled content;
submitting or generating Leads using disposable, single-use, role-based, or burner email addresses;
the use of toolbar, browser-extension, or coupon-injection technology (such as Honey, Karma, Capital One Shopping, or similar) to inject or claim affiliate attribution at checkout;
misrepresenting Ironside, its products, its pricing, its promotions, its leadership, or its sponsorships, including by publishing false claims, fake or fabricated reviews, AI-generated testimonials presented as genuine, deepfaked endorsements, or unauthorized statements attributed to Ironside personnel;
bidding on, registering, or using restricted brand terms, trademarks, domain variants, or misspellings in violation of Section 15;
posting, publishing, or distributing Ironside coupon or promotional codes outside of Affiliate’s own approved owned channels, including listing such codes on coupon, cashback, or deal-aggregation sites (such as RetailMeNot, Slickdeals, Honey, Capital One Shopping, or similar);
typosquatting, registering domains incorporating Ironside marks, or operating any site that purports to be an official Ironside property; and
promoting Ironside on any property containing adult content, hate speech, illegal content, content that disparages or endangers minors, content that infringes third-party intellectual property, or content that otherwise reflects negatively on Ironside or its brand. For purposes of this clause, “adult content” means content that would violate the then-current published community guidelines or terms of service of YouTube, Twitch, TikTok, or Instagram with respect to sexual content, sexually suggestive content, or nudity. Profanity, crude humor, mature themes, and other content that is permitted on those platforms is not, by itself, “adult content” for purposes of this Section.
18. Prohibited Claims
In all promotion of Ironside, Affiliate may not make, publish, or imply any of the following:
fabricated or materially misleading performance benchmarks, frame-rate claims, or thermal results, including benchmarks that misrepresent the test conditions, the system configuration, the methodology, or the typical experience of Ironside customers;
guaranteed performance, longevity, or compatibility outcomes, except where such guarantees are expressly stated in Ironside’s published documentation;
fake or fabricated reviews, AI-generated testimonials presented as genuine, paid testimonials presented as unpaid, or any review that misrepresents Affiliate’s actual experience or audience experience;
direct head-to-head benchmark comparisons to specific named competitor brands or products using performance, frame-rate, thermal, or similar quantitative data not supplied or approved by Ironside in writing. For clarity, this Section does not restrict Affiliate from comparing the Ironside system against Affiliate’s own prior or current personal hardware, or from referring generally to typical performance of older or unspecified systems, provided that any such comparison is truthful, clearly identifies the systems being compared, and is not presented as a comparison to a specific competitor brand or product;
any statement or implication that Ironside endorses, recommends, or is affiliated with any non-Ironside product, service, brand, person, or organization;
pricing, promotional, discount, financing, giveaway, sweepstakes, warranty, return, or shipping terms that do not match the terms currently active and published on ironsidecomputers.com at the time the content is published;
future product names, release dates, specifications, availability, or roadmap items that have not been officially announced by Ironside, except where Affiliate has been specifically briefed by Ironside in writing for an embargoed announcement campaign and Affiliate publishes strictly in accordance with the embargo date, content guidelines, and other terms set forth in such briefing; and
any health, safety, environmental, or sustainability claim regarding Ironside products that is not expressly stated in Ironside’s published documentation.
19. Limited Exclusivity
Affiliate must provide Ironside at least sixty (60) days’ prior written notice via the Notices Email before entering into any sponsorship, paid endorsement, ambassador, or other compensated promotional arrangement with a direct competitor of Ironside. Entering into any such arrangement constitutes Affiliate’s voluntary forfeiture of continued participation in the Program, effective on the start date of the competing arrangement. Future eligibility for re-enrollment in the Program is not guaranteed and remains in Ironside’s sole discretion. Direct competitors include, without limitation, NZXT, Starforge Systems, iBUYPOWER, CLX, Maingear, Origin PC, Falcon Northwest, Digital Storm, and any other custom or pre-built gaming PC manufacturer.
This Section 19 does not restrict Affiliate from promoting brands that are adjacent or complementary to Ironside’s products (such as component manufacturers, peripheral brands, software providers, or unrelated lifestyle and gaming brands), and does not apply to organic, unpaid mentions of competing products.
20. Rights and Usage of Affiliate Content
As between the Parties and except for Ironside-owned Program Materials, Affiliate retains ownership of all content created by Affiliate under this Agreement (“Affiliate Content”) and all rights to Affiliate’s trademarks, name, initials, character, image, likeness, logo, and brand identity (collectively, “Affiliate IP”). Affiliate hereby grants Ironside the following limited license, on a non-exclusive, royalty-free, worldwide basis, during the term of this Agreement and the periods stated below:
Organic Promotion and Reuse. Ironside may repost, share, embed, and reformat Affiliate Content across Ironside’s owned social-media channels, website, and email platforms for organic (non-paid) promotion of the partnership, provided that Ironside (i) does not materially alter the meaning, tone, or message of the original content, (ii) provides visible credit or tag to Affiliate when reposting, and (iii) ensures end-user traffic returns to Affiliate’s native publication where possible.
PR, Case Studies, and Portfolio Use. Ironside may reference the partnership in press releases, marketing presentations, pitch decks, partnership proposals, and case studies, including the use of Affiliate’s brand name, logo, avatar, on-channel branding, content snippets, and performance metrics, in each case for the purpose of illustrating campaign results.
Website and Email Features. Ironside may feature Affiliate’s on-channel name, image, and Affiliate IP in “Creator Spotlight,” “What’s Happening in the Space,” Past Partners, or similar features within Ironside’s newsletters and web pages, with credit and direct links to Affiliate’s platform(s).
Past Partners Display. Ironside may display Affiliate’s on-channel name, image, and Affiliate IP in the “Past Partners” or equivalent section of its website, or within program-highlight materials, for a period of two (2) years following termination of this Agreement.
Highlight and Sizzle Reels. Ironside may include brief clips or screenshots of Affiliate Content within multi-creator highlight reels, campaign recaps, or year-end summaries, in appropriate context and with credit to Affiliate.
Internal Use. Ironside may reference Affiliate Content internally for training, educational, or presentation purposes related to campaign development, marketing best practices, or team showcases.
Exclusions. Ironside may not use Affiliate Content, Affiliate’s likeness, or Affiliate IP in paid advertising, boosted posts, or sponsored media placements without Affiliate’s separate written approval.
Channel-Brand Identity Limitation. Any permitted use of Affiliate’s identity is strictly limited to the publicly used channel name(s), logo(s), and on-channel branding as they appear within Affiliate’s sponsored content. Affiliate does not grant permission for the use of Affiliate’s legal name, personal likeness, or any other personal identifying attributes outside of what is already visible within posted sponsored content, except with Affiliate’s express written approval.
Good Faith and Mutual Benefit. All use of Affiliate Content and Affiliate IP shall be undertaken in good faith and with the intention of mutual benefit, preserving the integrity, tone, and message of the original work.
21. Confidentiality
In connection with the Program, Affiliate will receive non-public information of Ironside, including, without limitation, the Rate Schedule, rank-points and rank-maintenance thresholds, dashboard and tracking data, Guild Portal contents, campaign strategies, unreleased products and roadmaps, and any other information that is marked confidential or that a reasonable person would understand to be confidential (collectively, “Confidential Information”).
Affiliate shall: (a) hold Confidential Information in strict confidence; (b) not disclose, publish, post, or distribute Confidential Information to any third party without Ironside’s prior written consent; (c) not use Confidential Information for any purpose other than performing under this Agreement; and (d) protect Confidential Information using at least the same standard of care that Affiliate uses to protect its own confidential information of similar importance, but in no event less than reasonable care. Affiliate specifically may not publicly disclose Affiliate’s commission rates, Rank thresholds, or specific commission earnings.
Ironside may reference the partnership and aggregate or descriptive performance outcomes in case studies, pitch decks, sponsorship proposals, and other business communications, provided that no confidential financial terms or private correspondence are disclosed and that any representation of campaign performance is factual and not misleading.
This Section 21 survives termination of this Agreement for a period of three (3) years, except that Confidential Information that constitutes a trade secret remains subject to confidentiality for so long as it qualifies as such under applicable law.
22. Non-Disparagement
Each Party agrees not to make any public statement (including on social media, in podcasts, livestreams, or videos, to media outlets, or in communications to customers or business partners) that disparages, defames, or denigrates the other Party, its products, services, employees, officers, directors, or affiliates. This restriction does not apply to:
truthful statements made in response to a subpoena, court order, regulatory inquiry, or other legal process;
disclosures protected by whistleblower laws or required to be made to a government agency, including disclosures protected under the Speak Out Act (15 U.S.C. § 4401 et seq.) and any applicable state-law equivalents;
truthful, factual statements about the existence, duration, or termination of the Parties’ relationship under this Agreement; or
truthful, factual statements concerning conduct by the other Party (or its principals, officers, or affiliates) that constitutes (i) a violent crime; (ii) sexual assault, sexual harassment, or sexual exploitation; (iii) abuse, exploitation, or endangerment of a minor; (iv) human trafficking; (v) financial crimes or fraud against third parties; or (vi) other conduct that a reasonable person would consider gravely harmful, predatory, or criminal in nature.
Any statement made under subsections (c) or (d) above must be limited to accurate, verifiable factual information and shall not include speculation, name-calling, characterization, or rhetorical commentary beyond what is reasonably necessary to communicate the underlying facts. Nothing in this Section 22 shall be construed to prohibit either Party from cooperating with law enforcement or from making any disclosure required by applicable law.
23. Representations and Warranties
Affiliate represents and warrants that: (a) Affiliate has full right, power, and authority to enter into and perform this Agreement; (b) Affiliate’s participation in the Program does not and will not violate any other agreement, law, or regulation applicable to Affiliate; (c) Affiliate Content and Affiliate’s promotional activities do not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party; (d) Affiliate has all necessary rights and licenses for the channels, lists, and audiences Affiliate uses to promote Ironside, including any necessary opt-in consents for email or messaging promotion; and (e) Affiliate will at all times comply with this Agreement and with all applicable laws.
24. Fraud, Material Breach, and Clawback
Each of the following constitutes a material breach of this Agreement: any conduct prohibited by Sections 17, 18, or 19; any breach of Section 21; any misrepresentation in Affiliate’s application or tax forms; and any other conduct that Ironside reasonably determines, in good faith, to be fraudulent, deceptive, or materially harmful to the integrity of the Program.
Upon Ironside’s reasonable determination that Affiliate has committed a material breach, Ironside may, at its sole discretion and without limitation of other remedies, take any one or more of the following actions, in escalating order or in combination: (i) forfeit all unpaid commissions in Affiliate’s account; (ii) clawback any commissions paid during the ninety (90) days preceding the determination; (iii) terminate Affiliate’s participation in the Program permanently and bar future enrollment; and (iv) pursue all available legal and equitable remedies, including recovery of attorneys’ fees, audit costs, and other costs incurred in connection with the breach.
Independent of any breach, all commissions remain subject to clawback for any refund, return, or chargeback received within ninety (90) days of the original Eligible Sale, whether or not the commission has been paid. Where a sale is partially refunded due to a restocking fee or partial credit, the corresponding commission shall be recalculated proportionally based on the actual amount retained by Ironside.
Ironside may offset any clawback obligation against future commissions otherwise payable to Affiliate, and may invoice Affiliate directly for any deficiency. Amounts not paid when due bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.
25. Indemnification
Affiliate shall indemnify, defend, and hold harmless Ironside and its affiliates, officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, judgments, settlements, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) Affiliate’s breach of this Agreement; (b) Affiliate Content or Affiliate’s promotional activities, including any alleged infringement, misappropriation, or violation of third-party rights; (c) Affiliate’s violation of any applicable law or regulation; or (d) Affiliate’s failure to comply with required disclosures.
Ironside shall indemnify, defend, and hold harmless Affiliate from and against third-party claims to the extent arising out of Ironside’s breach of this Agreement or Ironside’s infringement of third-party intellectual property rights through the Program Materials Ironside provides to Affiliate, except to the extent such claims arise from Affiliate’s modification of, or unauthorized use of, the Program Materials.
The indemnified Party shall (a) promptly notify the indemnifying Party of any claim for which indemnification is sought, (b) allow the indemnifying Party to control the defense and settlement of the claim (provided that no settlement that imposes any obligation on the indemnified Party shall be entered into without that Party’s prior written consent), and (c) reasonably cooperate in the defense at the indemnifying Party’s expense.
26. Disclaimer of Warranties
THE PROGRAM, THE GUILD PORTAL, AND ALL PROGRAM MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IRONSIDE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. IRONSIDE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PROGRAM, AND DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF EARNINGS, CONVERSIONS, OR PROGRAM PERFORMANCE.
27. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IRONSIDE BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT IRONSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IRONSIDE’S TOTAL AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS PAID BY IRONSIDE TO AFFILIATE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).
28. Term and Termination
This Agreement is effective as of the date Affiliate accepts it through the Guild Portal and continues in effect until terminated as provided herein.
Either Party may terminate this Agreement for convenience by providing the other Party with at least fourteen (14) days’ prior written notice, with no cause required. Affiliate may give such notice through the Guild Portal or via email to the Notices Email. Ironside may give such notice via the email address Affiliate has on file in the Guild Portal or by posting in the Guild Portal.
Ironside may terminate this Agreement immediately, without prior notice, upon Affiliate’s material breach (including any conduct described in Section 24) or upon any event that Ironside reasonably determines may threaten the integrity, security, or reputation of the Program.
Upon termination by Affiliate or by Ironside without cause, Affiliate is entitled to be paid all commissions earned through the effective date of termination, in accordance with the regular payment schedule and subject to all clawback rights and verification obligations. Upon termination by Ironside for cause, Affiliate forfeits all unpaid commissions, and the clawback in Section 24(ii) applies.
Upon any termination, Affiliate shall promptly cease all use of Ironside’s trademarks, Program Materials, and Affiliate Links, and remove all references and links to Ironside from Affiliate’s controlled properties (other than archival or historical content that does not actively promote Ironside). Sections 4 (final sentence), 12, 15, 21 (with respect to surviving licenses), 22, 23, 24, 25, 26, 27, 28, 30, 32, 33, 34, and 35 survive termination.
29. Governing Law and Disputes
This Agreement is governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The state and federal courts of competent jurisdiction located in or having jurisdiction over Round Rock, Texas shall have exclusive jurisdiction over any dispute, controversy, or claim arising out of or relating to this Agreement. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights, Confidential Information, or to prevent material harm pending a final adjudication.
30. Force Majeure
Neither Party shall be liable or deemed in breach for any failure or delay in performing obligations (other than payment obligations for amounts already earned and due) due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, public-health emergencies, war, terrorism, civil unrest, labor disputes, supply-chain disruptions, platform outages, denial-of-service attacks, internet or telecommunications failures, or acts of government or regulatory authority. The affected Party shall promptly notify the other and shall use commercially reasonable efforts to resume performance, and the time for performance shall be extended for the duration of the delay.
31. Modifications to the Agreement and Rate Schedule
Ironside may modify this Agreement and the Rate Schedule from time to time. Material modifications to this Agreement will be notified to Affiliate by email to the address Affiliate has on file in the Guild Portal and/or by prominent notice within the Guild Portal, and will take effect no earlier than fourteen (14) days after such notice. Modifications to the Rate Schedule, including changes to per-Click, per-Lead, and per-Revenue rates, Rank thresholds, rank-maintenance requirements, and bonus structures, take effect upon publication in the Guild Portal.
Affiliate’s continued participation in the Program after the effective date of any modification constitutes Affiliate’s acceptance of the modified Agreement and/or Rate Schedule. If Affiliate does not agree to a modification, Affiliate’s sole remedy is to terminate this Agreement under Section 28 prior to the effective date.
32. Notices
Formal notices under this Agreement (including notices of breach, termination, indemnification claims, and competitor-promotion notice under Section 19) must be in writing and sent to the following address:
To Ironside:
Theresa Ross, Marketing Director
Ironside Computers, Inc.
2713 Meister Place, Suite 200, Round Rock, Texas 78664
Email: Theresa@ironside.gg
Notices to Affiliate will be sent to the email address on file in the Guild Portal. Notices are deemed given upon delivery (for email) or upon receipt (for physical mail). Affiliate is responsible for keeping its contact information current; notice properly sent to the email address on file is effective even if Affiliate does not actually receive it. Routine, non-formal communications regarding day-to-day Program operations may flow through the support channels published in the Guild Portal.
33. Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement creates any employment, partnership, joint venture, agency, franchise, or fiduciary relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other’s behalf, and neither Party shall represent otherwise to any third party.
34. Miscellaneous
34.1 Assignment
Affiliate may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Ironside’s prior written consent, and any unauthorized assignment is void. Ironside may freely assign this Agreement, including in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets.
34.2 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed, and the remaining provisions shall remain in full force and effect.
34.3 Waiver
No waiver of any provision or breach of this Agreement is effective unless in writing and signed by the waiving Party, and no waiver constitutes a waiver of any subsequent breach or default.
34.4 Entire Agreement
This Agreement, together with the Rate Schedule, the Privacy Policy, the Return Policy, and the main Terms of Service incorporated by reference, constitutes the entire agreement between the Parties regarding the Program and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the same subject matter.
34.5 Summary of Key Terms; Order of Precedence
The Summary of Key Terms appearing at the beginning of this Agreement is provided for Affiliate’s convenience only and is not part of the binding terms of this Agreement. No statement in the Summary of Key Terms, the Guild Portal, the Rate Schedule, marketing materials, recruitment communications, FAQs, video walkthroughs, training materials, or any other summary or descriptive material creates any right or obligation beyond what is set forth in the numbered sections of this Agreement. In the event of any conflict, ambiguity, or inconsistency between (a) the Summary of Key Terms or any other summary or descriptive material, and (b) the numbered sections of this Agreement, the numbered sections control. Affiliate’s acceptance of this Agreement constitutes acceptance of the full text of every numbered section, regardless of whether Affiliate has read or relied on any summary.
34.6 Headings; Construction
Section headings are for convenience only and do not affect the interpretation of this Agreement. Ambiguities are not to be construed against the drafting Party. Lists introduced by “including” or “such as” are non-exhaustive.
34.7 Counterparts; Electronic Acceptance
Affiliate’s acceptance of this Agreement by checking the boxes within the Guild Portal and clicking “I Agree” constitutes Affiliate’s legally binding signature. The Parties agree that this Agreement may be entered into and signed electronically, and that electronic acceptance has the same legal effect as a handwritten signature.
Third-Party API Services
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