Set out below is an agreement between us, GOWILD Malta Ltd. (the "Company") and you, containing the terms and conditions that apply to all members of our Affiliate Program (the "Agreement" and the "Affiliate Program", respectively). Please read the Agreement carefully. It is very important that you read and understand the Agreement and that you agree to its terms before starting our partnership. If you do not agree with the terms of the Agreement (or are not authorised to do so), you should not continue with your application. Should you have any unanswered questions regarding our Affiliate Program or this Agreement please contact us at [email protected].
By submitting the application form, you will be deemed to have agreed to join the Company's Affiliate Program and to be bound by the terms and conditions set forth in this Agreement.
Subject to our agreement to receive you as an Affiliate in the Company's Affiliate Program, this Agreement will automatically become valid and binding between the Company and yourself.
The following expressions in this Agreement shall have the following meanings:
"Affiliate/you/your" - means the affiliate(s), being the person or company set out on the relevant application form;
"Affiliate Program" - has the meaning set out in the Preamble;
"Affiliate Site" - means any and all of the Affiliate’s website(s), mobile application or any other marketing channel used by the Affiliate to direct traffic to the Sites(s) as approved by us;
"Agreement" - has the meaning set out in the Preamble;
"Bonuses" - means the total value of all free credits, promotional bonuses, rebates, cash or non-cash items (e.g. the cost of a tangible gift to a Player) issued out to Players, or any other costs incurred to maintain the loyalty of a Player;
"Casino Net Revenue" - calculated as Gross Gaming Revenue less Bonuses less Progressive Contribution less Chargebacks and less Taxes and Charges;
"Chargeback" – means a transaction which is not collectable by the credit card company or other financial company, as a result of Player non-payment or fraudulent credit card use, or other Player payment transaction which is revoked and for which credit is given;
"Commission" - means the percentage of Casino Net Revenue set forth in Clause 8.1 hereof, if any, accrued during the previous calendar month and payable to you, in case that you choose the Revenue Share payment plan;
"Company/we/us/our" - shall mean the Company, as such term is defined in the Preamble;
"CPA Payment" - 'CPA' in short form, means the one-time payment for every Qualifying Player payable to you if your agreed payment plan is comprised of, or includes a CPA component;
"End User(s)" - means any individual who access or enters any of the Affiliate Sites, which may hyperlink such individual from the Affiliate Sites to any of the Sites;
"Excluded Territories" - means any territory which its gaming regulation prohibits the marketing or provision of gambling services. For the purpose of this Agreement, France, Spain, Italy, Denmark, Belgium, Israel, Romania, The United States, The United Kingdom, South Africa and Turkey will be considered as Excluded Territories, unless the Company specifically authorized the Affiliate, in writing, to act on its behalf in a specific territory;
"Fraud" or "Fraudulent Activity" - has the meaning set out in Clause 6.4 herein;
"Gross Gaming Revenue" - means the total amounts of bets wagered on all casino games on the Site(s) by Qualified Players, less the total amounts of winnings of Qualified Players from the casino games on a Site(s);
"Hybrid Commission" - means the payment plan comprised of a cumulative CPA- for which the terms of the CPA payment plan applies in addition to Commission payments for which the terms of the Revenue Share payment plan applies;
"Links" - means internet hyperlinks, banners, graphical artwork, text or other promotional material that allows a Player directed through a Tracker, to hyperlink from the Affiliate Sites to any of the Sites;
"Marks" - means any logo, trade mark, trade name, design, domain name or similar identifying material that are owned or licensed by us or by any of the Sites;
"Personal Data" - shall have the meaning ascribed to it in Article 2 of the EU Data Protection Directive (Directive 95/46/EC);
"Player" - means an individual that enters any of the Sites via a Tracker(s), and who: (i) completes first registration and has opened a new player account with any of the Sites; (ii) has not previously opened an account with any of the Sites; (iii) deposit the minimum amount required by us; and (iv) is qualified and authorized to access and use the Sites in accordance with the terms and conditions of use and with all applicable laws, rules and regulations;
"Progressive Contributions" - means a percentage of revenue generated on any progressive game that is paid over into a progressive pool, if any;
"Promotional Mails" - means graphical artwork or text regarding specific promotion campaigns, created or approved by us from time to time for distribution by you;
"Qualifying Player" - means a Player whose account has not been locked for any reason during the calendar month following our approval of his or her account registration;
"Remuneration" - shall mean CPA and/or Commission and/or Hybrid Commission payment plans and/or any other remuneration payable to you hereunder, as applicable;
"Sites" - means websites promoted with us and included in the Company's Affiliate Program, as they may be from time to time, and all of their related pages;
"Sub-Affiliates" - means individual or individuals who were introduced to us by you and who join the Affiliate Program as regular Affiliates, and in respect of which we shall pay you certain commissions, as further described in this Agreement;
"Taxes and Charges" - means any applicable licensing fees, gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over us, our activity, or any activities of members within our group of companies, and any third party fees and charges attributable to a Player (including any payment processing fees, end-user verification and validation fees and other charges, levies or fees which may be imposed in respect of your receipt of any sum due and payable under this Agreement);
"Term" - means the period during which this Agreement continues to be in effect, commencing on the date we notify you that your application has been successful in accordance with Clause 2.1, and continuing thereafter unless and until terminated in accordance with Clause 11;
"Trackers" - means the unique tracking URLs that we provide exclusively to you for the term of this Agreement, through which we track Players and calculate your Remuneration;
"Viruses" - means components or devices (including any software, code, file and/or programme, such as worms and/or trojan horses) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); prevent, impair or adversely affect the user experience.
2.1 Upon receiving your submission of the online application form, we will consider accepting you as an Affiliate in our Affiliate Program. We will determine, at our sole discretion, whether or not to accept your application; our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful. If your application is rejected, you may apply again at a later time once you resolve all the issues found in your application, or if any relevant circumstances change. If your application is successful, we will email you the necessary instructions as for the creation of the Links. Upon such notification, this Agreement will become valid and binding between us. The application form will form part of this Agreement.
2.2 This Agreement does not grant you an exclusive right to direct potential Players to the Sites, or any other exclusive right in connection with the Sites, or with the Company. Except for the payment of the applicable Remuneration, you will not have any rights with respect to any Players.
2.3 We may operate additional affiliate programs in connection with the Sites or any other sites, and you will have no right in connection with such other programs, other than those rights we may expressly grant you by written notice.
2.4 By submitting your application you expressly acknowledge that you are at least 18 years of age, or any other age above 18 which, by your jurisdiction's laws allows for the affiliation of gambling and gaming sites. We reserve the right to request proof of age from you at any time, with the express provision that your account may be suspended until satisfactory proof of age is provided.
3.1 We hereby grant you a worldwide (except for Excluded Territories), non-exclusive, revocable, non-transferable license or sublicense, as applicable, for the Term, to use any Marks and Links solely for the display of the Links on the Affiliate Site and to direct potential Players to the Sites, in accordance with the terms and conditions of this Agreement and in accordance with any guidelines we may provide to you from time to time.
3.2 You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Affiliate Program site that is located at Marketing Guidelines in relation to your activities in marketing and promoting the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Affiliate Program and/or withhold any past or future Remuneration which have accrued or which shall accrue to your benefit.
3.3 This license or sublicense (as applicable) cannot be sub-licensed, assigned or otherwise transferred by you, unless approved in writing by us. Your right to use the Marks is limited to and arises only out of the license or sublicense herein granted.
3.4 All intellectual property rights and any goodwill arising in the Marks or the Links and any content contained therein and all our products, associated systems and software, relating to the services provided by us from time to time, shall remain the property of the Company. You are not permitted to use the Marks or Links or any content contained therein in any way that is detrimental to us or to our reputation or goodwill. You are not permitted to alter or modify the Marks or the Links in any way without first receiving our express prior written consent.
3.5 You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Marks, in any form or at any time, nor shall you initiate or involve yourself in any action or proceeding, and shall not take any direct or indirect, implicit or explicit action that may prejudice our or any of the Sites' rights (as an owner or licensee) or to the Marks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
3.6 You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Marks.
3.7 You agree that any of the Affiliate Sites shall not in any way resemble the look and/or feel of any of the Sites, nor will you create the impression that any of the Affiliate Site is the Site/(s) (or any part thereof).
Neither you nor your employees, directors, officers and their direct relatives are eligible to become Players and you shall not be entitled to any Remuneration in relation to such relatives or friends. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.
It is clarified that any and all information relating to all of the Players (including all Personal Data with respect to Players) is our exclusive and sole property and that you have and shall have no rights therein whatsoever.
6.1.1. By joining our Affiliate Program, you agree to market, promote and refer potential Players to the Sites; you will do so by using a unique link on the Affiliate Site which will link the Player to the Sites and/or by distributing Promotional Mails received from us or approved by us. This link may be established with one or more of our Links. You will be solely liable for the content and manner of your marketing and promotion activities.
6.1.2. Throughout the Term, you shall prominently incorporate and continuously display on the Affiliate Site the most up to date Links provided to you by us in a manner and location agreed between us, and you shall not alter the form, location or operation of the Links without our prior written consent. If we approve your application, the Affiliate Site should display the appropriate Links within four (4) weeks of you being notified that you have been accepted. If you fail to so display the Links, we may terminate this Agreement immediately on notice.
6.1.3. You agree to give us reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
6.1.4. By joining the Affiliate Program, you agree that your website(s), promotional and marketing mediums are and shall continue to be for the Term in full compliance with all applicable laws, rules, regulations and directives, including without limitations, those relating to data protection and privacy.
6.1.5. Without limiting the generality of the foregoing, you shall not use the Links and/or any of our advertising and promotional content (including banners, campaigns and promotional material) alongside, in conjunction or in connection with, any inappropriate content (including, without limitation, defamatory or libelous content, lewd, pornographic, obscene or explicit content, pirated content, content that infringes intellectual property rights or content which could incite religious hatred or prejudice) and on peer to peer file sharing sites or bit torrents. You shall immediately remove or procure the removal of any of our graphics, banner advertisements, the Links or any other content following a request from us to do so.
6.1.6. You shall not make the Affiliate Site or any Link accessible at any time by any person or entity located in any of the Excluded Territories nor shall you directly or indirectly post, serve, distribute or redirect any advertisements or promotional content promoting or otherwise advertising or marketing the Sites (including, without limitation, banners, campaigns and promotional material) to any person or entity located in any of the Excluded Territories or promoting the Sites on such Excluded Territories' domains.
6.1.7. In the event that you wish to place the Links on websites other than the Affiliate Site, you must first obtain our written consent.
6.1.8. You will not by yourself, nor will you allow, assist or encourage others to, market and promote the Affiliate Program or any of the Sites, directly or indirectly, to individuals that are less than 18 years of age or such other age as may apply in the jurisdiction that you are targeting, or develop or implement marketing and promotion strategies in respect thereof.
6.1.9. If we discover that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links and we shall be entitled to immediately terminate this Agreement without notice to you.
6.1.10. Where the Affiliate uses the Tracker or the Links it shall ensure that;
184.108.40.206. it uses the Tracker and the Links in accordance with all manuals and guidelines issued by us from time to time;
220.127.116.11. it complies in full with all directions and instructions issued by us in relation to the Tracker and the Links;
18.104.22.168. it shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Tracker and the Links in whole or in part;
22.214.171.124. it shall not access, store, distribute or transmit any Viruses;
126.96.36.199. it shall keep all information relating to the Tracker and the Links (including any keys and/or access codes) confidential;
188.8.131.52. it shall not provide access to the Tracker or the Links to any third party without our the prior written consent.
6.1.11. By this Agreement, you will not use spam messages in any form, proceed with any action that may disparage us or any of the Sites, copy or take influence from the Sites in any way, and/or claim to be a direct representative of the Sites.
6.1.12 By entering into this agreement, you confirm that you understand and comply fully with UKGC's technical standards for remote gambling systems. Details can be reviewed here https://www.gamblingcommission.gov.uk/PDF/consultations/Fair-and-open-consultation-response-August-2018.pdf.
6.1.13 By entering into this agreement, you also accept that failure to comply with these standards may result in either your application being rejected or, in the situation where you have an active account and fail to comply with above mentioned standards, your affiliate account may be terminated.
6.2.1. You acknowledge that to the extent you choose to use or access certain features and open an account via our Site, you may be required to share with us certain identifiable details which may be considered as Personal Data (e.g. email address, names, bank account numbers, etc.), and be used by us for different purposes, such as: operating your account; verify your identity; operating our Affiliates Program; processing Remunerations to you; contacting you etc. At all times your Personal Data will be treated by us in accordance with applicable privacy and data protection laws. By entering this Agreement, you agree and understand that we will use your Personal Data as set forth in this Agreement and you allow us to do so.
6.2.2. If you contact any of your End Users to promote the Sites or the Links, you shall make clear in the body of any such communication, that such communication is made without our knowledge or involvement and that any complaint that the relevant user may wish to make should be addressed to you.
6.2.3. You shall at all times comply with the provisions of the EU Data Protection Directive (Directive 95/46/EC) and the EU Directive on Privacy and Electronic Communications (Directive 2002/58/EC), the Children’s Online Privacy Protection Act (“COPPA”), as amended from time to time, and any other related or similar legislation. Without limiting the foregoing, you shall comply with key principles of the IAB Europe EU Framework for Online Behavioral Advertising and the EASA Best Practice Recommendation on Online Behavioral Advertising, which are administered by the European Interactive Digital Advertising Alliance and published at www.edaa.eu.
6.2.4. You shall comply with any third-party licenses, permits, guidelines and authorizations required, including those applicable by application stores, through which the Links are being distributed to Players.
6.2.5. The foregoing notwithstanding, where the Affiliate sends any form of communication containing any Links by way of electronic communication (including but not limited to email), the Affiliate shall ensure that it fully complies with all laws, regulation and directives applicable to such activity.
6.2.6. You agree to provide us with all such assistance, co-operation and information as we may require in responding to any investigations, claims or allegations made against us by any regulatory or governmental body (including the Information Commissioner’s Office).
You hereby understand and agree that all promotional materials used by you in order to promote the Sites will be our genuine and approved banners, Email layouts, text links, etc. You will not alter their appearance, design or content, unless we issue you with prior written authorization. All promotional materials and text provided to you are the property of the Company and you are allowed to use these materials only while being subscribed to our Affiliate Program or until further notice and only in order to promote the Sites in a way which does not harm, damage or abuse the reputation of any of the Sites.
6.4.1 You are hereby obligated not to be involved with any activity which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm ("Fraud" or "Fraudulent Activity"). Fraudulent Activities includes, without limitation, collusion, abuse of bonuses or other promotions; abuse of the Commission structure; violation of money-laundering or other laws and regulations, false, misleading or unauthorized advertising or representations; use of stolen credit cards, unauthorized use of any intellectual property rights (including third parties' and any of the Sites' rights), fraudulent credit card transactions, Chargebacks. You will not engage in, allow, promote, assist, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will immediately stop and report to us on any Fraud attempts and share any information that you might have regarding to these acts. You will not intentionally or by negligence send to the Sites, traffic that you know to be private or organized wagering syndicates dedicated to altering and manipulating the odds of the games or creating an advantage play over the Sites and/or the Sites' Players.
6.4.2. Without limiting the generality of the foregoing, you shall not:
184.108.40.206. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links to access the Website(s) (e.g. by implementing any “rewards” programme for persons or entities who use the Links to access the Website(s));
220.127.116.11. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
18.104.22.168. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Sites;
22.214.171.124. engage in transactions of any kind on the Sites on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
126.96.36.199. take any action that could reasonably cause any Player confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
188.8.131.52. other than providing the Links in accordance with this Agreement and any promotion contemplated herein, post or serve any advertisements or promotional content promoting the Sites;
184.108.40.206. post or serve any advertisements or promotional content promoting the Sites or otherwise around or in conjunction with the display of the Sites (e.g. through any pop-up windows or pop-under windows or “framing” technique or technology) or assist, authorize or encourage any third party to take any such action;
220.127.116.11. attempt to artificially increase monies payable to you by us;
18.104.22.168. cause the Sites (or any page thereof) to open in a visitor’s browser other than as a result of the visitor clicking on a Link;
22.214.171.124. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our Affiliate Program;
126.96.36.199. directly or indirectly engage in, allow, assist, promote, encourage or benefit from any act or traffic that involves any Fraudulent Activity;
You will not advertise, promote or offer to any members of the Sites, be they existing or potential, any private promotions which are not authorized expressly in writing by us, that include rake backs, free money, private tournaments, etc. Any promotion being offered to Players must be authorized in writing by us. In case of dispute, we reserve the right to use or perform any action in order to enforce this Agreement.
The Players you send to the Sites will be using any registration form the Sites will provide. Their games results will be tracked while they are playing and calculated by our systems. We reserve the right to change or update our registration systems and tracking systems from time to time. You will be notified about these changes by Email or by public message and your Players’ information will remain accurate. We hold the right to refuse new players, close existing accounts, etc. Players who have been flagged as bonus abusers, bonus seekers, bonus hunters, collusion players or found to be involved in any other Fraudulent Activities will be considered as unwanted players and their profits will be excluded from your Remuneration.
Subject to your compliance with our instructions with regard to tracking Players, we shall use our best endeavors to ensure that whenever a Player links to the Sites through the Links, the relevant Player is identified as originating from the Affiliate Site. However, we shall not be liable to you in any way if we are unable to identify a Player as originating from the Affiliate Site.
We may allow you, at our sole discretion, to access information relevant to your Players’ activity. This information will remain confidential and you agree to observe it as such. You will not use this information for any other reason besides examining your Players' statistics unless, by written authorization from us, we will allow you to use this information in part, or in its entirety, in any other specific way.
The reports will be available on demand. By signing this Agreement you agree and accept that the Company is free to limit or restrict access to these systems for any reason whatsoever without prior notification and will not be held responsible for any direct or indirect damages that might occur as a result of these actions, We will make efforts to notify you about these actions within a reasonable time frame when possible.
All communications between you and us will be documented, recorded and/or saved in our archives and may be used to resolve any arising disputes or misunderstandings. You agree that we are not obligated to supply these documentations, recordings, or similar materials and these will remain discrete and secured for your privacy. By entering into this Agreement you give us permission to record and save all communications and we are privileged yet not obligated to do so at our own discretion.
We prohibit any unlawful behavior, such as, but not limited to money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will make our best efforts to reasonably ensure that we know the true identity of any of our affiliates. You agree to provide us with any supporting documents requested by us in order to verify your identity through the information provided by you and by obtaining further information from public sources and data. For the avoidance of doubt, you agree that we may use any personal information provided by you for the purposes of verifying your identity. You are aware and agree that we have the right to defer payments if satisfactory supporting documents are not provided. Supporting documents may include any, or all, of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from your bank and a copy of a bank statement. For companies and legal persons, supporting documentation may include: a copy of the company's certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney and information regarding the identity of the beneficial owners and directors of the company.
We have the right to review and monitor the Affiliate Sites and the promotional and marketing mediums, to ensure their suitability and general legality as well as to ensure that you are complying with the terms of this Agreement, and you shall provide us with all data and information (including, but not limited to, passwords) to enable us to perform such monitoring at no charge.
If you choose the Revenue Share payment plan you shall be entitled to a Commission for the term of this agreement equal to the applicable percentage of Casino Net Revenue, as set forth in the table below:
|CASINO NET REVENUE / MONTH||FIRST TWO MONTHS||THIRD MONTH AND ON|
|Up to €2.000||50%||25%|
|€2.000 - €10.000||50%||30%|
|€10.000 - €20.000||50%||35%|
|€20.000 - €50.000||50%||40%|
|€50.000 - €150.000||50%||45%|
|€150.000 and more||50%||50%|
For the avoidance of all possible doubt, the calculation set out in the tables above is progressive.
Payments of the Commission will be processed according to our applicable Revenue Share payment plan and according to this Agreement. We will facilitate payment of Commission to you, based on income from purchases and play from your Players after they open an account with one of the Sites. Payment shall only be made to you once you have reached the minimum payment limit that will be agreed on your Revenue Share payment plan. We reserve the right to change payment terms at any time and for any reason.
8.3.1. You will receive a one-off payment for every Qualifying Player you direct to any of the Sites.
8.3.2. A CPA Payment will be made to you as a one-off payment for each Qualifying Player, regardless of the number of Sites and/or number or type of games played by that Player.
8.3.3. All subsequent activity by such a Player within that Site or in other Sites, inclusive of playing different games in that Site, in other Sites or on different gaming platforms (for example, playing Poker after Casino games), will not warrant any payment to you.
8.3.4. We do not pay for incentivized traffic in any form and we do not pay for schemes where a Player is given part of the CPA as an incentive or any roulette playing schemes or casino systems where players are advised on how to play to beat the casino.
8.3.5. We do not pay for duplicate players i.e. a Player who is already registered with any of the Sites.
8.3.6. We hold the right to refuse payment for any Player and/or traffic that we deem to be abusive pursuant to the terms and conditions of this Agreement.
8.4.1. All calculations in connection with the amounts payable to you under any and all Remuneration plans, will be made by us based exclusively on our systems' data and records, with your full agreement that our calculations will be final and binding.
8.4.2. Casino Net Revenue will be calculated on a cumulative basis derived from available Casino Net Revenue generated via all of our products and across all Sites covered by this Agreement or by agreements you have with our business partners applicable to your affiliate account. Casino Net Revenue equals to the total Casino Net Revenue derived from the sum of both positive and/or negative revenue generated via each of our products and/or Sites during each calendar month. For the avoidance of doubt, we also reserve the right to calculate your Casino Net Revenue based on your activity under this Agreement in accumulation with revenues derived from sites which are operated by any of our business partners (and in this case the relevant business partner shall bear the sole responsibility for any payments due to you with respect to such revenues).
8.4.3. In the calculation of Commission where Casino Net Revenue is a negative amount due to Players' winnings and/or Bonuses and/ or Progressive Contributions, the negative balance shall be zeroed out and shall not be carried forward to the next month. The foregoing notwithstanding, a negative balance due to Fraud costs and/or Chargebacks will be carried over. We have and reserve the right to pass on any Fraud costs and/or Chargebacks to your account.
8.4.4. If for 3 consecutive months, you do not send any clicks or do not log into your GOWILD Partners account, or do not reply to our communication requests, or you fail to reach any mutually agreed performance targets, we reserve the right to restructure your initially agreed payment structure to our base percentage Revenue Share Reward Plan of 25%. Any such change will take effect upon written notice to you.
8.5.1. All approved payments will be due and paid in Euro within 30 days after the previous calendar month has ended.
8.5.2. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
8.5.3. You will receive a written confirmation of payment every time we issue a payment corresponding to your monthly earnings. If we will not receive any comments as to the correctness of the paid amount within 14 days, the paid amount will be deemed to have been accepted and agreed by you.
8.5.4. You will be paid on a monthly basis, provided the amount payable to you is equal or greater than €200. If this minimum amount has not been reached in a particular month, we reserve the right to withhold payment and carry the amount due to the next calendar month or months until the minimum amount is reached.
8.5.5. We will transfer funds only to the designated account indicated in your application form. Third party wire transfer is prohibited.
8.5.6. The credit card processing fees applicable to Players, as well as other processing fees, if any, will be deducted from the Casino Net Revenue from which your Commission is derived, as appropriate. Current credit card processing fees are 4%-6% of all credit card deposits. Cheques, wire transfer and Western Union payments do not presently charge any processing fees. Such fees, however, are subject to change at any time.
8.5.7. If an error is made in the calculation of the Casino Net Revenue, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
8.6.1. We reserve the right to withhold all amounts due and payable to you under this Agreement if we have reasons to suspect that you are involved in any Fraud related activity, whether or not the withheld amounts relate to the event in question. If we believe that a Fraud has taken place by any Player, we will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to offset from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud.
8.6.2. We do not endorse, support nor encourage any kind of content stealing or copying (site scraping), and we reserve the right to close your account with us if you use such methods, and/or to transfer the amounts payable to you to the original content creator.
8.6.3. We reserve the right to delay or withhold payments if any supporting documents are not provided to us upon request.
8.6.4. If we determine, at our sole discretion, that you engaged in Fraudulent Activity or any activity prohibited by virtue of this Agreement, including, without limitation, any activity that involves Excluded Territories, or that you have otherwise breached any of your representations, warranties or undertakings in this Agreement, we reserve the right (without limiting any other rights or remedies available to us) to withhold any amounts due and payable to you hereunder, whether or not generated by such prohibited activities or breach. Under the abovementioned circumstances, we will also be entitled to set-off from future amounts payable to you any amounts already received by you, which can be shown to have been generated by any Fraudulent Activity.
9.1. The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates.
9.2. We shall offer one tier of Sub-Affiliate Remuneration (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.
9.3. You may introduce potential Sub-Affiliates to the Company via an applicable link which shall be made available to you by us upon your request. Potential Sub-Affiliates will be required to submit a completed application form. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application.
9.4. As a condition of our acceptance of a Sub-Affiliate to the Affiliate Program, each Sub-Affiliate will be required to accept this Agreement.
9.5. Notwithstanding the foregoing, in the event you cease to generate new Qualifying Players for more than three (3) months, we reserve the right to remove the Sub-Affiliate Commission from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Qualifying Players for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion.
9.6. In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and you will forfeit any past and future Remuneration which have accrued to your benefit.
10.1. During your participation in our Affiliate Program, we may disclose to you or you might otherwise be privy to certain information which is either marked or by its nature may be confidential and proprietary to us, to members of its corporate group and the Sites (herein referred to as "Confidential Information"). You agree that any such Confidential Information shall be kept in strict confidence and not used in full or in part directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that you can demonstrate to us, is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over you (in which case you shall make all efforts to provide us with prompt notice of such requirement).
10.2. We will use reasonable efforts to ensure secrecy and confidentiality of your identity and information. We are, within our full rights as set forth by this Agreement to inform relevant authorities, online casino operators, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and you will cooperate fully with us to facilitate any investigations of any such activity.
11.1. This Agreement shall commence on the date that we notify you that your application has been successful in accordance with Clause 2.1, and shall remain in effect for as long as we make this service available, or until this Agreement is terminated.
11.2. Notwithstanding the foregoing, either party (“Non-Defaulting Party“) may bring the Term to an end with immediate effect by written notice to the other party (“Defaulting Party“) if:
11.2.1. the Defaulting Party commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within fourteen (14) days of the date of receipt of notice from the other;
11.2.2. the Defaulting Party becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
11.3. Either party may terminate this Agreement on delivery of four (4) weeks’ prior written notice to the other party. Following the termination of this Agreement for any reason whatsoever, you shall not be entitled to receive any further Remuneration from us.
11.4. Each party shall forthwith give notice in writing to the other party of any event within Clause 11.2.2 which occurs during the Term and which would entitle the other party to terminate the Agreement.
11.5. If you fail to fulfil your obligations and responsibilities under this Agreement, we shall not be obliged to pay you any Remuneration otherwise owed to you prior to the effective date of termination.
11.6. Immediately following the termination of this Agreement for any reason, the Affiliate must remove all of the Links from the Sites, as well as any other branding, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by us and/or provided to the Affiliate by us in connection with this Agreement. The Affiliate must also disable any Links from the Partner Site to any Website, and stop any activity relating to Links. All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate.
11.7. The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party until the effective date of termination, save that clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.
12.1. You represent and warrant that you have and will retain throughout the Term all right, title and authority to enter into this Agreement and to perform all of your obligations under this Agreement.
12.2. You warrant, represent and undertake that you have obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable you to fulfil your obligations under this Agreement and that you fully comply with, and shall continue to fully comply with, all applicable laws and regulations.
12.3. You represent, warrant and undertake that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights or which links to any such material.
12.4. You warrant, represent and undertake to us that you have not, and shall not in the future, advertise, market, promote or otherwise make available any promotional material relating to the Sites in any of the Excluded Territories.
13.1. To the extent permitted under applicable law, we will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program shall not exceed the total Commission paid or payable by us to you under this Agreement. Our obligations under this Agreement do not constitute personal obligations of our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
13.2. We will not be responsible for any unethical, unlawful and/or offending activity made by you in order to promote the Sites. We reserve the right to cancel your subscription with the Affiliate Program and receive compensation from you and/or your organization for any damages incurred by us or any third party as a result of such actions.
13.3. You accept and agree that your participation and cooperation with the Company must be legal, legitimate and in accordance with all laws, regulations and directives that apply to you. You hold exclusive and non-transferable responsibility to all consequences which may result from your actions be they direct or indirect. You hereby expressly agree that the Company is free of any responsibility be it direct or indirect, implicit or explicit, in relation to your actions and consequences of those actions. Should you, for whatever reason, be unfamiliar or uncertain whether your actions are in accordance with this Agreement, you are obligated to seek legal advice. You understand and agree that the Company does not provide any legal recommendations or assurance concerning to this Agreement.
You shall defend, indemnify, and hold us and our affiliates, merchants and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all claims, liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting or arising from or which may be in any way connected with (a) any breach by you of any warranty, representation, or undertaking contained in this Agreement, (b) any violation or infringement by you of any third party rights, including without limitation intellectual property rights, (c) the performance of your duties and obligations under this Agreement, (d) your negligence or (e) any injury or damage caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this Affiliate Program. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of the Affiliate Site.
We make no express or implied warranties or representations with respect to the Affiliate Program, the Company or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.
16.1. These Terms of Service are governed by the laws of Malta. You hereby irrevocably consent to submit to the jurisdictions of the Courts of Malta.
16.2. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company (or its licensors) arising from this Agreement or your use of the Site(s), Links or Trackers.
16.3. This Agreement is written and is only available in English. If this Agreement is translated into another language the English version will prevail.
16.4. We may assign this Agreement in whole or in part, at any time. You may not assign this Agreement in whole or in part, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and be enforceable against you and us and your and our respective successors and assigns. You hereby agree that our licensors are third-party beneficiaries under this Agreement.
16.5. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable laws including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
16.6. This Agreement- including the documents expressly incorporated by reference- constitutes the entire agreement between you and the Company relating to the subject matter herein.
16.7. Our failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter.
16.7. Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. The contents of this Agreement shall by no means limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
16.8. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of the Company shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond our reasonable control.
16.9. We may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Such amendments, alterations, deletions, interlineations or additions may include without being limited to for example, changes in the scope of available Commissions, Revenue Share percentages, fee schedules, payment procedures, and referral program rules.
16.11. Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately by display on the Site, in the Terms and Conditions Section or by Notice. Your use of the Sites and/ or continued marketing of us or our products subsequent to such display will be deemed as acceptance of such amendments, alterations, deletions, interlineations, additions or a new Agreement should this Agreement be replaced in its entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version.
16.12. This Agreement was last amended on October 12th 2018.