TERMS AND CONDITIONS
Interactive Affiliates Guernsey Limited (the "Company") Affiliate Program Terms & Conditions
Important - please read this document carefully before clicking to accept this Agreement, then print and store it along with all confirmation emails reflecting your activity.
This Affiliate Program will only allow new Players to sign up, who do not have an existing account with any of the Brands.
To participate in the Company's affiliate network, you must accept these Terms and Conditions without modification. If you do not agree to these Terms and Conditions (or are not authorized to do so) you should not join the Company's affiliate network. By accepting these Terms and Conditions of the present Agreement you confirm you are 18 years of age or above.
General enquiries should be sent to firstname.lastname@example.org. If you have any questions regarding these Terms and Conditions, please contact us at the same email address.
1. Definitions and Interpretation
1.1 “Company”, “we”, “our”, “us” means Interactive Affiliates Guernsey Limited which provides marketing services to a number of brands operated by its Group (as defined below), or the relevant company in the Group as the case may be.
“You”, “your”, and/or “affiliate” means the person that has agreed to this Agreement and to promote a Brand or Brands supported by the Company in return for bounties and/or Commissions from Players that are referred to the Company in accordance with this Agreement.
“Affiliate Account” and “Player Account” mean the uniquely assigned accounts created for a Player or affiliate when they successfully register. Affiliate Accounts and Player Accounts are kept completely separate and their respective login combinations (username/password) will only work on the sites with which they were originally registered.
“Affiliate Area” means the area of the site that is accessible to you and other affiliates and which provides certain 'member only' functionality, including facilities to check relevant statistics, manage campaigns, update your profile, create additional Tracking Links, manage Tracking Links and Creative selection.
“Affiliate Channel(s)” means the marketing channel(s) through which the affiliate chooses to promote the Company.
“Agreement” means these Company affiliate network Terms and Conditions, applicable policies and any other contractual document concluded between the parties in relation to the Affiliate Program such as related promotional Terms and Conditions that may apply from time to time. You acknowledge and agree that the Company shall be entitled to amend this Agreement (or any part thereof) from time to time, as it deems fit. The amended Agreement shall take effect upon publication on the Sites and Affiliate Area and shall supersede all previous versions. The Company may, but shall not be obliged to notify you of such changes and as such, please check the Sites and Affiliate Area regularly for revisions.
“Brands” means the brands promoted by the Company from time to time including but not limited to Marathonbet and Mbet.
“Creatives” refer to any Company and the Brands, approved advertisement materials that can be used to promote the Company. These include but are not limited to banners, html mailers, editorial columns, images, logos, photos, drawings, sketches, emails, splash pages, web pages, CD-ROMs, business cards, flyers, pamphlets, brochures, guides, booklets, inserts, fold-outs, magazines, videos, software, flash movies, podcasts, video podcasts and microsites.
“Confidential Information” means all information or data in whatever form and however recorded or preserved (including, without limitation, in written, recorded, visual, tape, disk, electronic or oral form) including without limitation research, developmental, employee, customers, clients, claims, plans, intentions, market opportunities, engineering, manufacturing, technical, marketing, sales, financial, operating, trade secrets, performance, cost, business, product and process information or data, know-how, and computer programming and other software and software techniques provided, disclosed or made available directly or indirectly by the Company, the Company’s Group or their employees, officers, representatives or advisers to the affiliate (including any information or analysis derived from the Confidential Information).
“Commission” means the compensation due to the affiliate based on the agreed percentage of Net Revenue, Cost Per Acquisition or any other reward plan as formally agreed between the Company and the affiliate. “Cost per Acquisition (CPA)” means the Company pays an agreed amount in Euros per new Qualified Acquisition based on a set criterion.
“Fraud Traffic” means transactions, deposits, withdrawals, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether it actually causes us harm, including transactions involving stolen credit/debit cards, charge backs, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Commission, and unauthorized use of any third-party accounts, copyrights, trademarks and other third party intellectual property rights (which, for the avoidance of doubt, includes our intellectual property rights). For further avoidance of doubt, any revenue generated by these means fall outside the calculation of earnings within the definition of “Commission”.
“Gross Revenue” means stake minus winnings by Players. For the avoidance of doubt winnings means the total return from a stake including the original stake.
“Group” means the Company, Panbet Curacao N.V., Marathonbet Spain, S.A., Marathon Alderney Ltd and Marathonbet Italy S.r.l and any other related companies of the Company collectively.
“Intellectual property rights” means rights to all existing and future (whether registered or unregistered) patents, rights to inventions copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Marketing Materials” mean the Creatives and any other marketing materials (which may include the Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.
“Marks” mean the Company’s brand, logo, device, mark, domain name or trade name that contains, is confusingly similar to or is comprised of the foregoing or any other name or mark owned or adopted from time to time by us or any company within the Group.
“Net Revenue” calculated on a monthly basis, means the monthly Gross Revenue less costs (which includes but is not limited to: taxes, betting duties, third party commissions/fees for providing games and game software, financial transaction fees, bonuses, free bets, loyalty bonuses, cashbacks and charge backs).
“No Negative Carry Over” means if the Balance at the end of a settlement period is negative, then, unless otherwise agreed, the negative balance will be carried over to the upcoming month.
“Promotional Code” means an alphanumeric code that is made available to the affiliate to provide to prospective players and which allows us to determine the origin of a player.
“Players” are Qualified Acquisitions referred by the affiliate to the Company.
“Qualified Acquisition” means a Player that has met one of the following conditions in order to be considered a true value Player. The criteria for qualification will be configured on a campaign basis and includes, but is not limited to, the following actions:
· First deposit amount (channel specific)
· Total deposit amount (channel specific)
· Total handle (channel specific)
· Minimum bet/buy amount (product and channel specific)
· Turnover amount (product and channel specific)
· Revenue amount (product specific)
· Is not a prior or existing customer or Player
· Is subject to the Company's verification
· Uses a unique Promotional Code
“Revenue Share” means Commission (%) paid to the affiliate by the Company based on Player’s Net Revenue.
“Site(s)” mean any websites and any other online site or platform that is used, owned, operated or controlled by or on behalf of the Company from time to time.
“Services” mean the service(s) offered to Players on the sites.
“Spam” means any unsolicited email or other electronic communication that you send.
“Term” means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the affiliate sign up form, until such time as this Agreement expires or is terminated.
“Tracking Link(s)” mean tracker IDs and feeds (RSS), made available by us in the Affiliate Area and that you may use to connect Players to our Services from your website (or other electronic method) or using other Marketing Materials, for example, Promotional Codes.
“Turnover” means a derivative of turnover, used by the Company, to calculate a Player's activity on a particular product; the total money wagered by each Player on the site during the relevant period.
“Unqualified Acquisitions” mean referrals from affiliates, which are registered as Company players before they are considered to be Qualified Acquisitions.
1.2. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.
1.3. Any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words prior to those terms.
1.4. Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists).
1.5. This Agreement is drafted in the English language. If this Agreement is translated into another language, the English text shall in any event prevail.
1.6. Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline (“legislation”) is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.
2. Signing Up and Registration
2.1. In order to participate in the Company affiliate network and enjoy the accompanying privileges and benefits, you must complete the appropriate affiliate sign up form (thereby accepting these Terms and Conditions) and be registered with us as an affiliate.
2.2. You represent and undertake that all information supplied by you when registering and completing the affiliate sign up form are accurate, true and complete in all respects. You shall also provide us with such other information as we may reasonably request from time to time. You acknowledge and agree that inaccurate, incomplete or inadequate information provided by you may cause the delay or retention of payment of applicable Commission until such time as such information is provided to us.
2.3. It is also your sole responsibility to ensure that the laws applicable to you do not prohibit you from participating in the Company affiliate network and performing your obligations hereunder.
2.4. We may require further evidence of identification to verify your application particulars. If there is any change to your registration details as originally supplied by you, you shall notify us of the relevant change without delay. In order to confirm your particulars, the Company reserves the right, inter alia, to confirm these details by any means available to us.
2.5. The Company reserves the right, without liability to you, to reject your application without reference to you or assigning any reason thereto.
2.6. Employees of the Company or its related corporations, partners, agents, contractors, representatives and suppliers (including their immediate family members, spouses, partners and housemates) are not eligible to participate in the Company affiliate network.
2.7. The affiliate program specifically promotes Sites that do not provide gambling to people residing in territories where said/such activities are prohibited, including but not limited to: the American Samoa, Antarctica, Australia, Bouvet Island, Bulgaria, Cocos (Keeling) Islands, Cyprus, Czech Republic, Denmark, France, French Guyana, French Polynesia, French Southern Territories, Germany, Guadeloupe, Guam, Heard Island And McDonald Islands, Hungary, Israel, Latvia, Libya, Martinique, Mayotte, Netherlands, New Caledonia, Niue, Northern Mariana Islands, Pitcairn islands, Puerto Rico, Republic of Ireland, Reunion, Romania, Serbia, Singapore, Slovakia, South Georgia And the South Sandwich Islands, Syria, Turkey, U.S. Virgin Islands, United States Minor Outlying Islands, United States of America (the “Prohibited Territories”) therefore you must ensure that your site does not target players in these countries whatsoever and you warrant that by agreeing to these Terms and Conditions that you do not offer or promote gambling services to players within the Prohibited Territories.
3. Affiliate Obligations
3.1. We grant you the non-exclusive, non-assignable, right to direct players to the Sites in accordance with this Agreement.
3.2. You shall ensure (and take adequate and appropriate measures to ensure) that the players referred by you to us are able to lawfully participate in the Services and that they shall comply with the rules outlined on the Brands' websites and any legislation or regulations applicable to the Company or any member of the Group, including, but not limited to the Alderney eGambling Regulations and Ordinance 2009, as amended.
3.3. Referrals from affiliates are considered Company Players. The affiliate relinquishes all rights and/or ownership to these Players and their details once referred to the Company and these Players shall be registered as Company players before they are considered Unqualified Acquisitions (subject to any other applicable criteria).
3.4. You will be solely responsible for the development, operation, and maintenance of your site and for your own materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are not misleading, libellous, discriminatory, defamatory, offensive or otherwise illegal. The Company shall not be liable for any such material on your site with respect to such matters. Further, you will indemnify the Company from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of your site.
3.5. The Company affiliate network is intended for your direct participation. You shall not open Affiliate Accounts on behalf of third parties. Opening an Affiliate Account for third parties, brokering an Affiliate Account or the transfer of an Affiliate Account are prohibited. Affiliates wishing to transfer an Affiliate Account to another beneficial account owner must request in writing, approval from the Company.
3.6. Approval is solely at the Company's discretion.
4. Marketing & Advertisements
4.1. You will only use approved Creatives and will not alter their appearance nor refer to us in any promotional materials other than those that are available from us or approved with our prior written consent.
4.2. We hereby grant to you, pursuant to this Agreement, a non-exclusive, non-transferable licence, during the term of this Agreement to use the marks and Marketing Materials solely in connection with the display of the promotional materials on your site pursuant to this Agreement. This licence cannot be sub-licensed, assigned or otherwise transferred by you.
4.3. Your right to use the Marks and Marketing Materials is limited to and arises only out of the licence granted by this Agreement. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks and Marketing Materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marks and Marketing Materials, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You agree that all use by you of the Marks and Marketing Materials is to our sole benefit and that you will not obtain any rights in the Marks and Marketing Materials as a result of such use. The affiliate must notify us immediately if you become aware of the misuse of the Marks and Marketing Materials by any third party.
4.4. You shall keep the Company informed of any Affiliate Channels used on a regular basis and shall inform the Company immediately if you are proposing to use any new Affiliate Channel of which the Company was not previously aware.
4.5. You shall ensure that all marketing databases shall be cross-checked against all relevant registers which individuals may have registered with to prevent them from receiving marketing communications.
4.6. You shall not register or attempt to register any domain names, trademarks or names that contain, are confusingly similar to or are comprised of the Marks and Marketing Materials, and you hereby agree to transfer any such registration obtained by you to us upon demand.
4.7. You shall not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of the Marks, misspells or variations thereof.
4.8. For the avoidance of doubt, all intellectual property rights of the Company and the Group shall remain the sole and exclusively property of them. By signing this Agreement, you agree that you do not gain any rights to the intellectual property rights of the Company or the Group by reason of your use of them.
4.9. All marketing communications sent to individuals shall clearly identify the sender of such communications as well as the Company and shall contain simple, free and appropriate means for the recipient to unsubscribe from future marketing communications. You shall immediately notify the Company in the event that You receive or have a reason to believe You could receive, a complaint from an individual or a competent regulator in respect of data protection and Your marketing practices.
4.10. All your marketing activities must be professional, proper and lawful under applicable rules, regulations or laws including any laws in relation to the content and nature of any advertising or marketing and you should also ensure that all marketing is socially responsible and complies with in particular in the case of marketing directed at UK Users, the codes of the Advertising Standards Authority and the Code of Practice provisions of Part II of the Gambling Commission of Great Britain's 'Licence Conditions and Codes of Practice' from time-to-time and otherwise comply with the terms of this Agreement and You shall not authorize, procure, assist or encourage any third party to:
i. Place the Marks and/or Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable.
ii. Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing the Sites, Services or gaming in general to any persons who are less than 18 years of age (or such applicable age as may apply in the relevant jurisdiction).
iii. Infringe any third party's intellectual property rights.
iv. Disparage us or otherwise damage our goodwill or reputation in any way.
v. Copy or otherwise create a site that substantially resembles the “look and feel” of the Sites, or promote a site of this nature, whether in whole or in part nor utilize any such means or site to create the impression that such sites are in fact the Sites (or any part of such).
vi. Frame any page of the Site(s) in whole or in part.
vii. Read, intercept, modify, record, redirect, interpret or fill in the contents of any electronic form or other materials submitted to us by any other person.
viii. In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof or otherwise attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the Company affiliate network.
ix. Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party or as to the ownership or operation of the Sites or Services on which any functions or transactions are occurring.
x. Attempt to communicate to Players whether directly or indirectly on our Sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email or chat boards.
xi. Cause a betting pattern of any end-user that is indicative of abuse of the Company affiliate network and associated remuneration structure, and is not consistent with the aims of the Company affiliate network and good faith business opportunities offered therein.
xii. Partner is obliged not to modify links and banner codes provided in the affiliate area. Otherwise, the Company is not responsible for incorrect tracking or any consecutive loss of profit for the affiliate.
4.11. Without prejudice to anything else in this Agreement, if we determine, in our sole discretion, that you have engaged in any of the activities in clause 4.10 above, we may (without limiting any other rights or remedies available to us) withhold any Commission and/or terminate this Agreement immediately, without notice.
4.12. Unless separately agreed otherwise, the Company will not, in any way, promote affiliates.
4.13. For the avoidance of doubt, affiliates are responsible for all costs associated with their marketing and advertisement obligations under this Agreement.
4.14. Without prejudice to clause 4.11, we reserve the right to terminate this Agreement with you immediately without liability if there is any form of spamming and/or cookie stuffing originating from you or if you advertise our services in any other way than in accordance with or permitted by the terms of this Agreement.
4.15. You may only offer bonuses and promotions to Players on the Company’s behalf with its prior written authorisation. You have an obligation to ensure that the Company’s promotion/bonus header and terms and conditions for these bonuses and promotions use the Company’s prescribed wording and are communicated and specified in any publication of the same on your site, email or other media. Where there is a discrepancy between the terms communicated in your offering of the bonus or promotion and the terms specified to you by the Company, then the Company shall without limitation to any other remedies be entitled to recover by way of set off of any Commission owed to you or other means, the loss suffered by the Company as a result of your non-compliance with the provision of this Clause 4.15.
5. Commission & Payments
5.1. Please take note that credit shall not be issued to any affiliate.
5.2. On joining this affiliate program, your account will be set to our default Commission of Net Revenue unless otherwise agreed with your affiliate manager.
Should you elect to receive CPA instead, your earnings are per player subject to actual playing for real money after deposit without chargeback, where withdrawal without playing or disproportionate chargeback by affiliate's referred players, may at the Company's discretion disqualify entitlement to CPA earnings.
5.3. Your Commission is personal to you and you shall have no claim to Commission or other compensation on business secured by or through persons or entities other than you. You cannot withdraw payments for or on behalf of another third party.
5.4. The Company reserves the right to change any Commission structure (or any part thereof) from time to time, for any reason it deems fit for purpose.
5.5. All Commission payments will be paid to your Affiliate Account designated in your affiliate sign up form in the currency of our choice. Payment will be made by wire transfer, Neteller, Skrill, Webmoney or any other method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred payment method.
5.6. All Affiliate Accounts need to have a minimum of 5 Qualified Acquisitions before a withdrawal can be requested by an affiliate.
5.7. Should the balance of your Commission be less than €100 we reserve the right to decline a payment request and carry forward the Commission until a subsequent month when the €100 threshold for withdrawal is reached.
5.8. Affiliates will not be paid any rewards for referring themselves or related persons. The program is intended for professional website publishers.
5.9. Any charges for conversion, processing and delivering payment to you will be deducted from your Commission. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your designated account.
5.10. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Commission in full, (ii) recalculate them in light of such suspected Fraud Traffic or contravention, (iii) delay payment of the Commission while we investigate and verify the relevant transactions or (iv) not pay any Commission.
5.11. If you disagree with the reports or amount payable, or do not accept payment for such amount, you shall immediately send us written notice by recorded delivery post to Interactive Affiliates, PO Box 142 The Beehive Rohais St Peter Port GUERNSEY GY1 3HT and/or email to email@example.com of your dispute. Further, deposit of payment, acceptance of payment transfer or acceptance of other payment from us by you may be deemed full and final settlement. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Commission, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you or to reduce any future payment in order to bring your Commission into balance.
5.12. Payment requests shall be processed on the 15th day of the following month in which the traffic was generated. If we suspect any of the terms of this Agreement have been breached or the occurrence of Fraud Traffic, the payment request may be held over for investigation and your account frozen until we can validate that there has been no breach of the terms of this Agreement. If your account remains frozen as a consequence of this clause for a continuous period of 180 days than in the absence of a satisfactory explanation and/or evidence to prove legitimate dealings, funds remaining in your account will be removed and your account closed.
5.13. You shall comply with all applicable laws and any policy notified by us to you through our site or otherwise in relation to money laundering and/or suspicious transactions.
5.14. All affiliates shall be responsible for paying any applicable taxes arising on their Commission under any laws applicable to them.
5.15. You may not offer any incentives to potential players without first obtaining prior written approval from us. In the event that you do not receive such approval but offer such incentives, we reserve the right to cancel your participation in the affiliate program, and refuse payment of any previously earned, but unpaid, commissions.
5.16. Commission due to an affiliate at the end of each month can never be negative. All negative amounts will be carried over to the following month until any net loss is recovered from Net Revenues generated in those succeeding months unless authorised by the Company to which they shall apply the rule of “No Negative Carryover”.
5.17. Due to anti money laundering regulations, we may require one or more forms of documentation to verify your identity before we can make a payment to you. If for a continuous period of 180 days from our request for this verification documentation, we have still not received the same from you, then the funds remaining in your account will become dormant. Upon becoming dormant we will issue a warning advising that the funds remaining in your account will be removed if the necessary verification document is not received within the following 90 days, thereafter, any funds remaining in your account may be frozen and your account closed.
5.18. In the case of any dealings between the Company and the Affiliates, if we do not receive any Qualified Acquisitions from your Affiliate Account for a continuous period of 180 days (i.e. six consecutive months), your account will become dormant. We will issue a warning advising that the funds remaining in your account will be removed and if no new Qualified Acquisitions are sent within the following 90 days (i.e. three months), thereafter, any funds remaining in your account will be removed and your account closed.
5.19. In the case of CPA deals, if we do not receive any traffic for a continuous period of 60 days, your account will become dormant. We will issue a warning advising that the funds remaining in your account will be removed and if no new traffic is sent within the following 30 days, any funds remaining in your account will be removed and your account closed.
5.20. Where the arrangement is based on a Revenue Share, if no gaming revenue is generated for a continuous period of 90 days (i.e. three consecutive months), your account will become dormant. We will issue a warning advising that the funds remaining in your account will be removed and if no new traffic is sent within the following 90 days, thereafter, any funds remaining in your account will be removed and your account closed.
5.21. If funds remain in your account for a continuous period of 90 days with no withdrawals during that time, then your account shall be deemed dormant at which point funds remaining in your account will be removed.
5.22. Big Winner policy
5.22.1. Big Winner Policy definitions:
188.8.131.52. “Applicable Affiliate Account” means an Affiliate Account that is party to a Revenue Share Commission agreement with the Company and is not subject to either the ‘No Negative Carryover’ rule (as specified in clause 5.16 of the Agreement), a flat fee (fixed monthly sum), Cost per Acquisition (CPA), hybrid model and/or on any other form of Commission agreement.
184.108.40.206. “Big Winner” is the status that may be applied to a Player Account that has generated a negative Net Revenue of €3000 or more at the end of a calendar month for the Company.
5.22.2. The “Big Winner Policy”:
220.127.116.11. The Company may, at its discretion, exclude the negative Net Revenue generated by a Big Winner’s account from the Commission calculations for an Applicable Affiliate Account until the Big Winner’s account returns to having a positive Net Revenue for the Company; and
18.104.22.168. Big Winners shall remain viewable from the Affiliate Account while their Net Revenue is excluded.
5.22.3. The application of the Big Winner Policy outlined in clause 5.22.2, above is subject to the following conditions:
22.214.171.124. affiliates are responsible for monitoring their Applicable Affiliate Accounts on a regular basis. Affiliates should notify the Company via email at firstname.lastname@example.org if they believe that the Big Winner status of one or more of the Player Accounts in their Applicable Affiliate Account should be changed;
126.96.36.199. the Company shall use reasonable endeavours to identify Player Accounts that could be given Big Winner status, however, the Company is under no obligation to identify and/or change the status of Player Account(s) that have met the criteria outlined in clause 5.22.2, nor shall it be required to refund any unpaid Commission because of a failure to do so;
188.8.131.52. if an affiliate contacts the Company pursuant to clause 184.108.40.206, the Company shall review the evidence provided and, at its discretion, determine whether it should change the status of the Player Account to or from a Big Winner in their Applicable Affiliate Account; and
220.127.116.11. the status of a Player Account may not be changed to or from a Big Winner if, during the calendar month that the Player Account generated the applicable negative Net Revenue, the Company:
(i) does not receive an email from an affiliate stating that a Player Account’s Big Winner Status should change; or
(ii) does not otherwise detect that a Player Account status should be changed.
6.1. We will track and report Player activity for purposes of calculating your Commission. The form and content of the reports may vary from time to time in our sole discretion. Generally, you can at your own initiative and timing, generate your own reports regarding the Qualified Acquisitions signed up in a particular period and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. We hereby exclude any and all liability for the timeliness, accuracy or completeness of any such reports.
6.2. During the term of this Agreement, you may be entrusted with Confidential Information relating to our business, operations, or underlying technology and/or the affiliate program (including, for example, Commission earned by you). You shall not disclose or permit unauthorized use of any such Confidential Information to any third parties without our prior written consent and you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.
6.3. If necessary, the Company reserves the right to inform a Player that they are under an affiliate.
6.4. In order to comply with regulatory requirements, nothing in this Agreement shall prohibit or restrict the Company from reporting the details of any affiliate or transaction hereunder to any applicable regulator or pursuant to any applicable legislation.
6.5. The Company may disclose to third parties any information relating to your Agreement with us and other information disclosed by you to us, in so far as is necessary for use by (i) payment settlement service providers, data verifiers, marketing and operational service providers and financial institutions, to the extent necessary for the completion of payments, online and offline marketing campaigns, facilitate the opening of new accounts, customer services and fraud prevention for services provided through our website; or (ii) to any auditors, contractors or other advisers auditing any of the Group's business processes; or (iii) under compulsion of any applicable law or regulation.
7. Term and Termination and Consequences
7.1. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the affiliate sign up form and continues until terminated in accordance with the terms of this Agreement.
7.2. You may terminate this Agreement, with or without cause, immediately upon written notice to us. You can send this written notice via email, with ‘Termination’ in the subject line, to email@example.com.
7.3. We may terminate this Agreement, without cause at any time, upon written notice to you. We may send such written notice via email to such email address or by fax to such fax number, you have provided to us the affiliate signs up form.
7.4. Without prejudice to the generality of the foregoing, we may terminate this Agreement if we determine (in our sole discretion) that your Affiliate Channel(s) is/are unsuitable. Unsuitable sites include, but are not limited to, those that: are aimed at children or vulnerable adults, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights.
7.5. For the avoidance of doubt, termination of the Agreement will automatically end your participation in the entire Company affiliate network and revocation of all privileges and licences granted hereunder. In particular:
i. You shall no longer be entitled to derive any further Commission from any Players, although subject to the terms of this Agreement, the Company shall pay to you Commission accrued prior to the date of termination.
ii. You shall no longer be able to access the Affiliate Area except when authorised to do so by the Company for a specific purpose.
iii. You shall immediately stop promoting the Sites and all rights and licences given to you under this Agreement will terminate immediately.
iv. You shall return all Confidential Information and cease use of the Marks and Marketing Materials (including deleting and purging the same from your computer systems).
v. Any provisions as are necessary for the interpretation or enforcement of this Agreement after termination, shall survive any termination or expiry of this Agreement.
7.6. For the avoidance of doubt termination will not release You from any liability arising from any breach of this Agreement that occurred prior to termination.
8.1. You warrant and undertake that:
i. You have independently evaluated the desirability of marketing the Sites and Services.
ii. You have independently evaluated the laws that apply to your activities and believe that you may participate in the Company affiliate network without violating any rules or laws applicable to you.
iii. You are solely responsible for any and all activities that occur under the access to and use of the Services under your username, account number, Affiliate Accounts and password regardless of whether such access and/or use was authorized by or known to you or not.
iv. You shall not upload or distribute any files or data that contain viruses, corrupted files or data or any other program, files or data that may affect the operational performance of the Services and/or Site(s).
v. You shall not use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Services and/or Site(s), information or any transactions offered at the foregoing.
vi. The players that you refer to the Company are lawfully able to participate in the Services under the laws that are applicable to them for the purposes of their use of the services.
vii. The players that you refer to the Company comply with the Company's general terms and conditions as may be modified from time to time.
viii. You shall not post or transmit to any other users, any unlawful, harassing, abusive, threatening, libellous, defamatory, obscene, indecent, deliberating misleading, inflammatory, racially or ethnically objectionable, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any applicable law.
ix. You shall not conduct criminal or otherwise unlawful or unauthorized activities and/or allow your account opened with us to be used for any criminal or otherwise unlawful activities including, without limitation, money laundering, under any law applicable to you or us.
x. The contents on your website(s) do not infringe any third party's intellectual property rights.
xi. The contents and offerings on your website (including the manner of offering the same) are consistent (and continue to be consistent) with the Company's general Terms & Conditions as may be modified from time to time.
xii. You shall only use the Affiliate Area, Site, Services, Marks and Marketing Materials in accordance with the express terms of this Agreement.
xiii. You will at all times comply with any data protection legislation (as may be applicable) in relation to the use of customer and/or player data and contact information. You are considered a controller of personal data for the purposes of this Agreement and shall be solely responsible for full compliance all legislation, obligations and requests, as required by the Company or by any authority in accordance with applicable EU data protection legislation or any legislation the jurisdiction in which you and the Company operate in.
You shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and/or marketing databases, and against the accidental loss or destruction of, or damage to personal data and/or marketing databases, including:
a. implementing suitable encryption of personal data and/or marketing database;
b. pseudonymising personal data and/or marketing databases;
c. regularly testing its security measures; and
d. notifying and training staff and sub-processors (if applicable) of obligations under applicable data protection and marketing legislation;
xiv. You will at all times comply with any legislation (as may be applicable) in relation to 'cookies'.
xv. You will at all times comply with any legislation (as may be applicable) in relation to 'spam' or unsolicited emails and contact with customers and/or players.
9.1. You shall defend, indemnify, and hold us, our directors, employees and representatives harmless from and against any and all liabilities, omissions, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence, (d) Fraud Traffic attributable to you or your referred player or (e) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of the Affiliate Area, Sites, Services, Marks, Marketing Materials and generally the Company affiliate network.
9.2. In each event of breach or non-compliance, in addition to any other remedy that we may have under these terms and conditions or applicable law, including its right to compensation as described above, we shall also have the right, at any time, to seek damages from you for any new or continuing violation of the above provisions and to terminate your Agreement with us.
10. Disclaimers and Limitation of Liability
10.1. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR SITES, ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
10.2 We may, in our sole discretion, use any available means to block, restrict, remove or discount from your tracker, certain players, deposits or play patterns or reject the applications of potential players and/or affiliates to reduce the number of fraudulent, unprofitable transactions for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention.
10.3. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, advisers, agents, representatives, employees, vendors or suppliers of the site or services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage to any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed, in aggregate, the revenues generated and payable to you in relation to the site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arose. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
10.4. All promotions can only be claimed once per person, household, family, household address, email address, credit card number or shared computer environment such as a library, workplace, fraternity, university or school.
10.5. The Company does not accept liability for the content or accuracy of external websites.
11.1. All notices pertaining to this Agreement will be given by email address (or such other contact address) provided by you in the affiliate sign up form (or as subsequently updated by you to us in the event of change), and to us and if unsatisfied with the response. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
11.2. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
11.3. You understand that we may at any time (directly or indirectly), enter into marketing terms with other affiliates on the same or different terms as those provided to you in this Agreement and that such affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
11.4. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-licence or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
11.5. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
11.6. This Agreement embodies the complete Agreement and understanding of the parties hereto with respect to the subject hereof and supersedes any prior Agreement or understanding between the parties in relation to such subject. Unless approved by our internal legal processes, no modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognized by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to this Agreement or its terms.
11.7. Except insofar (and only to such extent) as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under any law or statute to rely upon or enforce any term of this Agreement.
11.8. For the avoidance of doubt the benefit of this agreement shall not transfer to any personal representative, successors and permitted assigns on the demise of the Affiliate.
11.9. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
11.10. Our rights and remedies hereunder shall not be mutually exclusive, that is to say that 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; we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it’s being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
12. Force majeure
A party shall not be liable for any failure to perform its obligations under this Agreement if that failure is beyond the reasonable control of that party including as a direct result of “Acts of God”, nature, a federal, state or local governmental agency, war, civil disturbance or the inability or refusal of a common carrier to provide communications capabilities. The affected party shall promptly notify the other parties of the nature and extent of the circumstances giving rise to an event of Force Majeure. If the event of Force Majeure in question prevails for a continuous period in excess of three months after the date on which it began, any non-affected party may give notice to the affected party terminating this Agreement. The notice to terminate must specify the termination date, and once a notice has been validly given, this Agreement will terminate on the termination date set out in the notice.
This Agreement (including any variation or modification thereto) shall be deemed executed in Guernsey and shall be governed by and construed in accordance with the laws of Guernsey without giving effect to conflicts of law principles. You irrevocably agree to submit to the exclusive jurisdiction of the Royal Court of Guernsey for the settlement of any claim, dispute or matter arising out of or concerning this Agreement, its interpretation or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
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