Effective Date: 1 May 2020
IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING AS AN AFFILIATE.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS FORMS A BINDING CONTRACTUAL AGREEMENT BETWEEN YOU AND [COMPANY LEGAL ENTITY].
WHEN USING THIS WEBSITE AND/OR REGISTERING AS AN AFFILIATE WITH THE AFFILIATE PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY, AND COMPLY WITH, OUR TERMS AND CONDITIONS.
The total value of the Affiliate Software maintenance cost and any costs incurred to maintain the loyalty of a Referred Player.
These Terms and Conditions, together with, where applicable, any other contractual instrument (e.g. an Insertion Order) concluded between the Parties in relation to the Affiliate Program. To the extent that the said contractual instrument is governed by these Terms and Conditions, any reference to the “Agreement” as included therein shall also mean a reference to these Terms and Conditions. Further, any reference to this “Agreement” in these Terms and Conditions shall also include and refer to such other contractual instrument.
Affiliate, You, Yours
You, the person (whether an individual or a company/corporate entity/organisation) who has registered and been verified by the Affiliate Program authorized representatives as an Affiliate participating in the Affiliate Program.
An account in the name of the Affiliate on SamuraiPartners.com.
Internet hyperlinks used by the Affiliate to link from the Affiliate Website/s or any other third-party website to the Websites.
The Affiliate Program operated by [Samurai Partners legal entity] whereby the Affiliate promotes the Websites via Affiliate Links.
Any website/s on the world wide web which is/are maintained, operated or otherwise controlled (whether directly, indirectly or through Sub-Affiliates) by the Affiliate.
Software used for affiliate tracking, analytics and other purposes utilized by Us in order to run and maintain the Affiliate Program.
No Negative Carry-Overs
In the calculation of Fees where Net Gaming Revenue is negative will be set to zero. A negative balance due to Highroller Policy will however be carried over where applicable.
This includes, but is not limited to, the “SpinSamurai”, “WildFortune”, and further includes without limitation any and all of the trademark registrations/applications of the Affiliate Program, any taglines or marketing slogans used by the Affiliate Program, as well as any other brands (whether registered or unregistered) marketing of which is managed by the Affiliate Program, as may be indicated by the Affiliate Program from time to time.
Casino Operations License Holder
Direx N.V., a company registered and established under the laws of Curacao and its wholly owned subsidiary, Direx Limited, registered address Stasinou 1, MITSI Building 1, 1st Floor, Flat/Office 4, Plateia Eleftherias, Nicosia, Cyprus. Direx N.V. is licensed and regulated by Antillephone N.V. Direx N.V.’s registration number is 131879 and its registered address is E-Commerce Park Vredenberg, Curacao.
The reversal of a payment made previously to Us by a Referred Player or the credit card-issuing bank or any other third party payments solution provider.
A ‘Cost-Per Acquisition’ deal, whereby the Affiliate Program pays You a predetermined amount for each Referred Player.
Data Protection Laws
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC with national implementations as applicable (‘GDPR’) and Chapter 586 of the Laws of Malta (‘MDPA’) including any subsidiary legislation issued thereunder (as may be amended from time to time) and also, where applicable, the guidance and codes of practice issued by any relevant supervisory authority or similar authoritative entity.
The amounts due to You by the Affiliate Program in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the profit-share model, cost-per-acquisition-model, or hybrid model, as the case may be.
Any form of fraud committed by an Affiliate and/or a Referred Player, which in Our sole opinion, is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain.
Players fraudulent actions include but not limited to:
Players fraudulent behavior named as a Bonus Abusing Behavior include but not limited to:
The costs incurred (financial or otherwise) by Us as a direct or indirect result of Fraud committed by You, Your employees, Sub-Affiliates, business partners, Referred Players, and/or third parties linked to Your Affiliate Account to whom You, as an Affiliate, have introduced the Websites.
Us, the Casino Operations License Holder and any of our and/or the Casino Operations License Holder’s affiliated companies.
Gross Gaming Revenue, GGR
The total gaming revenue generated by all Websites as a result of all bets and/or deposits by Referred Players introduced to Us by You.
Specific terms and conditions may be specified in an Insertion Order signed or otherwise entered into by the Parties. The terms and conditions of each Insertion Order accepted by You are binding. In the event of conflict between the Insertion Order and the Agreement, the terms of the Insertion Order shall prevail.
Any and all intellectual property rights associated with the Affiliate Program, Websites, Casino Operation License Holder and Brands, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, word marks, data base rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
Net Gaming Revenue
Gross Win less duties and taxes, Fraud Costs, Chargebacks, Bonus Payouts, Admin Fee, Progressive Contributions and any other network fees.
Either the Affiliate Program or the Affiliate (jointly referred to as the ‘Parties’).
A percentage of revenue generated on any progressive game.
Revenue Share Deal
A net-gaming-revenue-share deal where You receive payment through a profit-share model that is tracked by the Affiliate Software.
An individual who has, for the first time and in an appropriate manner, registered for an account with the Casino Operation License Holder directly through one of Your Affiliate Links. For the avoidance of doubt, players which are already customers of the Casino Operation License Holder shall not be considered “Referred Players”. By opening an account with the Casino Operation License Holder, any Referred Player will become its customer and must comply with all applicable rules, policies, terms and conditions and operating procedures of the Casino Operation License Holder.
An individual/corporate entity/organisation that You have a business relationship with and who operates for You with the intention of driving traffic to the Websites, or that You direct in any appropriate manner to the Websites.
Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.
Terms and Conditions
These terms and conditions, titled the 'Samurai Partners Affiliate Terms and Conditions'.
Websites available at www.spinsamurai.com and www.wildfortune.com and/or any other website belonging to, associated with the Affiliate Program, and any other website as may be added by Us from time to time.
Us/ We/ Our
The Affiliate Program.
Relations with Casino Operations License Holder
The Affiliate Program holds an exclusive license from the Casino Operations License Holder for affiliate marketing communications management, affiliate marketing performance optimization and related marketing consultancy services for the Brands and Websites.
Your application to be an Affiliate will be reviewed following submission and You will be notified in a timely manner of Our acceptance or rejection of Your application.
If the information provided by You upon registration is deemed insufficient, We reserve the right to reject Your application to become an Affiliate and to withhold pay-out.
Upon acceptance into the Affiliate Program, You hereby accept the appointment as an Affiliate. For the avoidance of doubt, any auto-approval by Us does not imply that We may not re-evaluate Your application at a later stage.
You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals and that You shall have no claims to any fees or other compensation on business secured by or through persons or entities other than You.
License to direct potential Referred Customers to the Website
Upon acceptance as aforesaid, We grant You a non-exclusive, non-transferable, revocable license, during the term of this Agreement, to direct potential Referred Players to the Websites, in accordance with the terms of this Agreement.
License to use certain Intellectual Property
During the term of this Agreement, You are granted a non-exclusive, non-transferable, revocable right and license to use the Approved Marketing Material as defined in the applicable Insertion Order (hereinafter referred to as “Licensed IP”). The license in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:
Notwithstanding anything to the contrary, the Affiliate Program retains the right to request a written agreement signed by both Parties detailing any other terms which the Affiliate Program at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Licensed IP provided You abide by the terms set forth by the Affiliate Program which shall be clearly stated within such agreement.
Registration of Referred Players
The Casino Operations License Holder will register Referred Players and will track their gaming activity.
Financial reporting on Referred Player activity
The style, form, content and frequency of generated reports may, at Our discretion, vary from time to time. You will be provided with remote online access to generated reports of Referred Player activity and the Fees attracted by that activity. To gain access to these online reports, You will need to use Your username and password. We will provide You with a unique tracking link, but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Referred Players referred by You if the links You use are incorrect, so You must ensure to copy the code exactly as presented at the Affiliate Software. We will not be liable to pay Fees on any Referred Players who are not tracked due to modified tracking codes or links. It is Your responsibility to inform Us immediately if the tracking link provided is broken or does not work correctly.
In the event that a Referred Player does not convert from a registered player to a depositing player within the first six (6) months of her/his lifecycle as a Referred Player, We reserve the right not to pay any Fees in relation to such Referred Player.
Your Representations and Warranties
You warrant and represent the following:
During the Term of this Agreement you will uphold the Affiliate Program’s goodwill by fair business practices which include but not limited to compliance with the terms and conditions of this Agreement. For the avoidance of doubt, all written agreements including but not limited to the Agreement, Insertion Orders and deals approved by the Affiliate Program authorized representatives in the emails and other sources of communications that do not specify the period of the deal/ campaign are binding upon Affiliate until the termination of this Agreement or written notice by the Affiliate Program.
Solely where it is necessary for Us to ensure compliance with this Agreement or any Applicable Laws, You shall permit the Affiliate Program (or a person on the Affiliate Programs’ behalf) to reasonable audit of Your books, records, systems, data, marketing communication consents and other materials.
In case of violation of the Agreement, Insertion Orders and deals approved by the Affiliate Program authorized representatives in the emails and other sources of communications, the Affiliate Program reserved the right to choose appropriate remedies at its own discretion.
Activities of Affiliate
Your Affiliate Website
You are not allowed to register for the Affiliate Program if Your Affiliate Website is considered unsuitable at Our sole discretion.
Direct Marketing and Spam
If sending any direct marketing communications to individuals (including but not limited to, email and/or SMS) which: (i) include any of the Group’s Intellectual Property rights; or (ii) otherwise intend to promote the Websites, you must first obtain specific and explicit permission from Us to send such direct marketing communications.
If such permission is granted by Us, you must then ensure:
Any complaints related to Spam or any sort of Direct Marketing in contravention of the rules above or contained in the data protection agreement shall be deemed to be a direct violation and breach of this Agreement.
Should We receive any complaints or legal claims regarding Spam or Direct Marketing sent by You (or someone under Your control), all the powers and rights conferred on Us under this Clause or elsewhere in this Agreement shall apply mutatis mutandis as relevant.
Any form of breach of this Clause will result in Your account immediately being placed under review and any Fees due to You being withheld pending an investigation. We shall be entitled to enforce a Penalty pursuant to Clause titled “Contractual penalty” below, which will be deducted from Your account balance. If this occurs, the amount of the Penalty will be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us in accordance with Clause titled “Contractual penalty” below (including without limitation expenses and/or damages in dealing with such breach of this Clause, or being blocked by third party Internet Service Providers) not be covered by funds in Your account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You at the first instance.
Approved Marketing Material
Once successfully registered as an Affiliate, You will have access to Our banners, text and/or other online and offline promotional materials and certain Intellectual Property (collectively “Approved Marketing Material”). You may place said Approved Marketing Material on Your Affiliate Website, and/or utilize them via email and/or direct marketing and/or social media and/or print media in compliance with the Agreement.
It will be Your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in this Agreement and any applicable law. We reserve the right to request You to take down any form of use of the Approved Marketing Material which We deem to be non-compliant with this Agreement or applicable law or infringing Intellectual Property rights of the Group.
In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as made available on the Affiliate Software, or as supplied directly to You by Us, and You will not alter its appearance nor refer to Us, the Websites, Brands, Group or Our partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorised and permitted representation of the Websites.
You shall comply with all advertising guidelines and legislation in the relevant markets for the term of this Agreement, including but not limited to:
For the avoidance of doubt, these links are provided solely for indicative and informative purposes and shall not, under any circumstances, be construed as advice provided by the Affiliate Program as to Your binding obligations, nor shall We be held responsible for the accuracy or completeness of their contents.
Good Faith / Ethical Conduct
You will not knowingly benefit from known or suspected traffic which, in Our reasonable opinion, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Group whether or not this actually causes damage to the Affiliate Program or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like Cost-Per-Acquisition (‘CPA’), referring players which We deem low-value or Fraud.
Affiliate’s or Sub-Affiliate’s unethical behavior is the reason for the termination of this Agreement and includes but not limited to:
You shall not advise or incentivise Your Referred Players in any manner which would negatively affect the profitability of the affiliate relationship between You and the Affiliate Program. Prohibited activities include, but are not limited to, advising Referred Players about ways in which the Websites could be abused or manipulated.
4.7 Copying of Sites or Theft of Site Content
If it can be reasonably proven that Affiliate earnings have been lost due to an incident of copying theft, We reserve the right to pay revenue generated by the offending Affiliate to the aggrieved party.
You shall not be entitled to any Fees in relation to any Sub-Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
You shall not earn any Fees on Your own customer account registered with the Casino Operations License Holder nor on the customer account/s registered with the Casino Operations License Holder of Your employees or family members.
Traffic Generated Through an Unsuitable Medium
Any form of traffic that is generated from any medium that is aimed at children, promotes violence, includes pornographic or narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring the Group into disrepute or prejudice its interests in any way or is capable of creating confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Agreement.
In addition, You are not permitted to pursue any link building strategies to promote non-compliant/ infringing content on Your Affiliate Websites and/or social media pages. Any attempt in restricting Our access to viewing Your content is prohibited and may result in immediate action taken on Your Affiliate Account. For avoidance of doubt, use of any other methods in order to mask and misdirect website tracking tools, and/ or utilisation of bridge pages (websites whose sole purpose is to drive traffic to another site), link schemes (a technique to manipulate links to the content, or a certain domain), hidden texts/ links (a technique to hide text and links from the site visitor) and/ or keyword stuffing (technique to manipulate site ranking by stuffing the page with irrelevant keywords) is strictly prohibited.
It shall be Your sole responsibility to regularly monitor any and all of Your Sub-Affiliates and traffic sources to ensure full compliance with this Clause at all times.
You shall comply fully and promptly with any anti-money laundering related requests as We may require from You.
You acknowledge that the Group has registered trademarks in relation to the Brand and You agree that You shall not infringe or threaten to infringe, or carry out any unauthorised use of the Brand, the Websites, or any other Intellectual Property, particularly in relation to:
Brands may not be used in a derivative URL or subdomain. For example:
www.Yoursite.com/spinsamurai.html – ALLOWED
spinsamurai.Yoursite.com – NOT ALLOWED
http://www.Yoursitespinsamurai.com/ – NOT ALLOWED.
In the event of a breach of this Clause, We will be entitled to exercise all means available to enforce or defend Our rights in the respective territory, and You shall thereby fully comply with Our requests immediately and without delay. Furthermore, in the event of a breach of this Clause, We will not reward or pay for any traffic generated thereto and via such means.
Restricted territories for SpinSamurai include but not limited to: the United States of America, the United Kingdom, Spain, France and its overseas territories (Guadeloupe, Martinique, French Guiana, Réunion, Mayotte, St. Martin, French Polynesia, Wallis and Futuna, New Caledonia), the Netherlands, Russia, Ukraine, Israel, Lithuania, Dutch West Indies and Curacao.
Restricted territories for WildFortune include but not limited to: Anguilla, Australia, Belgium, Czech Republic, Lithuania, Estonia, Israel, France and its overseas territories (Guadeloupe, Martinique, French Guiana, Réunion, Mayotte, St. Martin, French Polynesia, Wallis and Futuna, New Caledonia), Italy, Russia, Slovakia, Ukraine, Slovenia, Spain, Turkey, United Kingdom, United States of America.
We reserve the right to update this list at any time and to take legal measures against You should You advertise the Group to any individuals within the aforementioned jurisdictions.
The Affiliate acknowledges that promoting on Swedish market resources and using Swedish language is subject to legal restrictions in Sweden. Such actions will be considered as a breach of general terms & conditions and will lead to the immediate account closure if disclosed.
1. There is an Affiliate Network that receives a non-exclusive right to transfer our intellectual property, in particular, approved marketing material and hyperlinks.
2. There is a publisher who works with the network and starts using our approved marketing material and hyperlinks and is obliged to work within the boundaries of our contract, although it was not directly confirmed by him.
3. If the violation the terms of this agreement occurs by the fault of the publisher, then the network is responsible for such a violation. Such violations may in particular be:
-use of not approved marketing material and self-revised hyperlink
-advertising within GEO where there is a high risk of a fine through previously unauthorized traffic sources (email, SMS, push, social networks, mobile).
A publisher can start advertising brands through prohibited sources and in geo where we can be fined. For example, sending SMS in Sweden in Swedish -> the brand can be fined. For each one-time violation a fine is 50,000. This is for cases if we were fined because of advertising that we did not agree to directly and we need to cover the losses associated with the fine.
Please refer to Your account on the Affiliate System for specific information regarding Your payment model, and the relevant terms below for specific guidance relating to Revenue Share Deals, CPA Deals, or Hybrid Deals, as may be applicable.
Terms Applicable to Revenue Share Deals
Under the Revenue Share Deal, You will receive a payment based on income generated by Your Referred Players, based on the model outlined below.
We reserve the right to change such a model at any time and without notice.
Calculation of profit share
After the first month the Commission percentage will depend on the number of new FTD’s referred by You. The following progressive calculation will apply:
FTDs - Commission %
If, after a 6 month inclusive period, no new FTD’s are referred, the Revenue Share will be reduced to 20%. If, after a 12 month inclusive period, no new FTD’s are referred, the Revenue Share will be reduced to 10%.
This calculation does not apply to any CPA (Cost Per Acquisition) Deals agreed between You and Us.
Calculation of Sub-Affiliate profit share
Unless indicated on the Affiliate System or otherwise agreed between the Parties, the Sub-Affiliate profit share is calculated as five per cent (5%) of the total profit share received from Your Sub-Affiliates.
Terms Applicable to CPA Deals
Under the CPA Deal, You will receive a predetermined amount for each Referred Player. There shall be no profit-share component under this model.
We reserve the right to change the CPA Deal at any time without notice.
Unless agreed otherwise between the Parties in writing, the first twenty (20) Referred Players under the CPA Deal are to be considered as a test phase in which We will assess the quality of the Referred Players. After the test phase has been completed, We shall, in Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.
Unless other terms and conditions are set out for the Referred Players' qualification with an Affiliate in a written form (e.g. in an Insertion Order), the Referred Players' qualification process includes monthly traffic review with the Fees being deducted due to duplicate, self-excluded and Fraud players number or/and their NGR amount. Duplicate players are defined as players matching with one or several items from the following: same IP, same device, same browser, same payment info. Self-Excluded players are defined as players which made self-exclusion under at least one of the active casino licenses of the Group. We will qualify for the CPA pay-out to You only those Referred Players, whose first deposit is not less than 20 euro or the equivalent.
Terms applicable to Hybrid Deals
Under the Hybrid Deal, Your Fee will contain elements of both a Revenue Share Deal and a CPA Deal, based on the models outlined above.
For the avoidance of doubt, the terms applicable to Revenue Share Deals as outlined in Clause titled “Terms Applicable to Revenue Share Deals” and the terms applicable to the CPA Deals as outlined in Clause titled Terms Applicable to CPA Deals shall also apply to Hybrid Deals.
Subject to your adherence to the provisions of the Affiliate Agreement, you will earn Fees in accordance with the Fee Structure set out in Your account in the Affiliate Software. We retain the right to change the Fee Structure and method of calculation of the Fees.
The Fee statistics will be displayed in the Affiliate Software not later than the 20th of the following calendar month.
Payment of the Fees will be made through the NetRefer Affiliate Platform. Due to existing regulations, You may be required to complete verification and provide “know your customer” documentation before a pay-out can be made.
If an error is made in the calculation of the Fees, We have the right to correct such calculation at any time and will rectify an underpayment or reclaim an overpayment made to You.
Your acceptance of a Fee payment shall constitute the full and final settlement of the balance due for the relevant period. In case You disagree with the balance due as reported, You shall notify Us within fourteen (14) calendar days and provide valid and substantiated reasons for the disagreement. Failure to notify Us within this time period shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.
The Fees shall be deemed to be exclusive of value added tax or any other applicable tax. You shall have the sole responsibility to pay any and all taxes, levies, charges and any other money payable or due to any tax authority, department or other competent entity as a result of the Fees received under the Agreement.
Payment shall be made by Us to You by way of the method selected by You upon registration or accessible through the ‘payment information’ section of Your account at any time. You may choose from Standard Payout Methods:
The Affiliate System Payment Limits:
Bank transfer - non-SEPA account withdrawal details: min withdrawal amount 1 000 eur
Bank transfer - SEPA account withdrawal details: min withdrawal amount 300 eur
E-wallet - Skrill, Neteller account withdrawal details - min withdrawal amount 20 eur
Coins paid account withdrawal details – min withdrawal amount 1 000 eur with a 2% fee on this method.
Once you wish to withdraw through the Coins paid method with the acceptance of the 2% fee – notify your Affiliate Manager via email. Finance will then be notified – 2% fee will be deducted and you will now be able to withdraw successfully.
If your Affiliate Manager is not notified prior to the withdrawal request the withdrawal will be cancelled and your Affiliate Manager will be in touch with you.
Once you accept the 2% deduction the above process will be followed
Should You fail to register a valid payment method and full and correct payment details upon acceptance of this Agreement, We will not contact You to inform You to update Your details, and We will not be liable in any manner whatsoever for failure to pay You in such circumstance.
If You are not comfortable with the payment methods mentioned above, contact your affiliate manager to let them know about your payment preferences. In case the payout is agreed upon and arranged via not Standard Payout Methods, We reserve the right to transfer responsibility for payment method fees to You.
We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising. For the avoidance of doubt, wherever We suspect that You or a Referred Player has committed Fraud, We reserve the right to deny You payment related to the same.
HIGH ROLLER POLICY
If in any given month a Referred Player referred by a You generates a negative Net Revenue of at least €10,000, this Referred Players will be deemed to be a “High-Roller”. If the aggregate commissionable Net Revenue in that given month for You is negative: The negative net revenue generated by the High-Roller will be carried forward and offset against future net revenue generated by that High-Roller; The negative balance carried forward cannot be set-off against other Referred Players’ net revenue. The negative balance of a High-Roller will be reduced by future positive net revenue that they generate in subsequent months. A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the above-mentioned qualifying criteria in subsequent months. You will be able to view all adjustments in order to track the High-Roller’s net breakeven point. Adjustments will be made at the end of each calendar month based on the cumulative revenue for the month.
Except as otherwise provided in this Agreement, or with the consent of any of the Parties hereto, all Parties agree that all information, including, but not limited to, the terms of any additional agreement or instrument entered into between the Parties, business information and technology concerning Us, the Group, Websites, Affiliate Program, and Brands shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such Party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such Party hereto or the Group. During the term of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement. We may consider any confidential information disclosure as a breach of this Agreement.
Data Protection and Privacy
You shall at all times comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any new or amended data protection acts, regulations or law applicable to Your territory.
In case you are an individual, We process, as a data controller, Your own personal data as an Affiliate, including without limitation your name and surname, email addresses, IP addresses, payment details under the following conditions:
Purpose of processing:
Legal basis of the processing:
Recipients of the data:
Your data will be stored for the duration of the Agreement and following the termination of the Agreement Your data will be stored in line with the requirements laid down by the applicable laws (notably without limitation tax and AML regulations) and in order to establish, defend and/or exercise legal claims.
Further to the above, You acknowledge that it may be necessary for the performance of this Agreement to share Your data, including Your personal data, with other companies within the Group including without limitation in order to grant or enforce the license to the Licensed IP and/or to process payments and manage the relations with the Affiliates. You understand and acknowledge that We and/or any company within the Group may be obliged to share Your data, including Your personal data, with authorities and/or data subjects to comply with legal obligations or to exercise legitimate interests as discussed above.
Likewise, please note that to the extent that You may be deemed a data subject in terms of the Data Protection Laws and under certain conditions and in certain circumstances, You have the right to at any time:
Term and Termination
The term of this Agreement will commence on the date of approval by the Affiliate Program of Your registration in accordance with Clause titled “Affiliate Appointment” above and shall continue until terminated under the Agreement.
We may terminate this Agreement at any given time, without assigning any reason thereto, with such termination being effective immediately. You may terminate this Agreement at any given time, without assigning any reason thereto, by providing Us with at least thirty (30) days’ notice in advance. For the purposes of notification of termination, either Party shall notify the other in writing, and notification via e-mail will be considered as a written form of notification and the Agreement shall terminate accordingly.
Effect of Termination
In the event of termination of this Agreement for any reason You will return to Us any Confidential Information and all copies of it in Your possession, custody and control and You will cease all use of any Intellectual Property, Licensed IP and of any Approved Marketing Material. You will take immediate steps to transfer ownership to Us of any derivative URL established by You, at a cost to Us not exceeding those incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. The Parties shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not free You from any liability arising from any breach of this Agreement, that occurred prior to the termination and shall not affect or limit in any way Our rights pursuant to Clause titled “Indemnity, Disclaimers and Limitation of Liability” hereof. You will only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Agreement, You shall not be entitled to any unpaid Fees generated after the breach occurred, irrespective of whether this Agreement has been terminated or otherwise, until such breach is remedied. Upon termination of the Agreement, You will not be entitled to any Fees generated relating to any Referred Players directed to the Websites, and all monies earned by Us from such Referred Player shall be retained in whole by Us. We may withhold the final payment for up to three (3) months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Referred Players after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
Indemnity, Disclaimers and Limitation of Liability
Without prejudice to Our rights under Clause titled “Contractual penalty”, You shall defend, indemnify, and hold Us, the Group, Our suppliers, contractors, agents, and Our and their owners, directors, officers, employees and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:
WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, IN ADDITION TO THE FOREGOING DISCLAIMER, AFFILIATE PROGRAM, WEBSITES, BRANDS, APPROVED MARKETING MATERIALS, LICENSED IP ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS ONLY, AND WE MAKE NO REPRESENTATION, WARRANTY, OR ASSURANCE THAT THEY WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL, OR METRIC, OR THAT THEY ARE SUITABLE FOR ANY PARTICULAR PURPOSE OR AUDIENCE.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) FOR ANY REASON INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, OR ANTICIPATED PROFITS OR LOST BUSINESS.
UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR DAMAGES IN EXCESS OF UNPAID AMOUNTS OWED TO YOU, IF ANY.
Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, employees, representatives, consultants, agents or shareholders.
Responsibility for Sub-Affiliates
For the avoidance of doubt, You shall be solely responsible for the actions of any Sub-Affiliates or other third parties which You engage, and for monitoring Your Sub-Affiliates to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your Sub-Affiliates and sub-contractors, and We shall be entitled to take any action against You, without limitation, available under this Agreement or at law in respect of such breach.
Notwithstanding anything to the contrary, in case of Your breach or threatened breach of any of the provisions of this Agreement as well as any direct violation thereof, You shall be liable to pay a penalty of fifty thousand Euro (€50,000) to Us for each such individual breach or threatened breach of this Agreement as provided herein (hereinafter referred to as ‘Penalty’). The payment of the Penalty to the Affiliate Program shall be without prejudice to the Affiliate Program’ right to claim compensation for any damage (including without limitation any indirect or consequential damage, loss of profits or any expenses incurred in relation to the breach or threatened breach) that exceeds the Penalty, which right shall not be affected nor limited by the payment of the Penalty. Furthermore, without prejudice to the Penalty, We shall be entitled to seek any equitable relief as a remedy for such breach, including injunctive relief concerning any threatened or actual breach of any of the provisions of this Agreement as well as any direct violation thereof.
The Penalty becomes due as of the moment of the occurrence of the breach or the moment of threatened breach, and if this is not paid on the first demand, the late payment interest in the maximum amount allowed by the Laws of Malta shall accrue.
Our rights and remedies in this Agreement 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 that if You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to us in connection with this Agreement, We may, without prejudice to any other right available:
Additionally, if Your account is not active or generating profit through Fee payments, We shall have the right to demand payment of the Penalty as well as any additional payment from You.
We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged to do so in compliance with applicable law.
You acknowledge, that damages or a Penalty 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.
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 being the intent of this provision to make clear that the enforcement of Our respective rights and obligations shall not be limited in any way.
The rights and remedies outlined in this Clause, and in this Agreement, may be exercised against any or all of Your multiple accounts in Our sole discretion.
Relationship of Parties
We are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, employment relationship or data controller-processor relationship between the Parties, unless otherwise agreed to by both in writing. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with this Clause.
You will not be treated as an employee with respect to the Employment & Industrial Relations Act (Cap. 452 of the Laws of Malta) or any other statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned act.
You shall not make any claims, representations, or warranties in connection with the Affiliate Program, the Groop, Websites or Brands, and You shall have no authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by Us.
Governing Law and Jurisdiction
This Agreement will be governed by the Laws of Malta.
Any disputes arising out of or in connection with this Agreement shall be referred to the exclusive jurisdiction of the Maltese courts and tribunals, and particularly settled by arbitration in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) as presently in force, and the Rules of the Malta Arbitration Centre or any other competent courts and/or tribunals in Malta. The language of the proceedings shall be English and the arbitration shall take place in Malta.
Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose and object of this Agreement.
You shall comply with, inter alia, all legislation, obligations and requests, as required by Us or by any authority in accordance with applicable legislation in the jurisdiction in which You or We are domiciled or operate in.
You warrant that You will cooperate with Us fully and promptly in the event the We request information on Your practices and You agree that We may reasonably monitor such practices to ensure compliance with applicable legislation. Should We discover non-compliance with any applicable legislation, We reserve the right to take any action which it deems necessary, including but not limited to terminating this Agreement with immediate effect, immediate closure of Your Account and withholding all funds due to You. You agree to indemnify Us for any damages suffered as a result of a breach of this Clause and this Agreement and We further reserves the right to take any action to which it may be entitled, in the event that it suffers any damage whatsoever due to Your non-compliance with this Clause or this Agreement.
Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
We may, without Your prior written consent, assign this Agreement to any company forming part of the Group or otherwise. You may not assign this Agreement, by operation of law or otherwise, in whole or in part, without Our prior written consent. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.
Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.
Whenever possible, each provision of this Agreement shall 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to, labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such an event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented, provided that when the force majeure event ceases, such non-performing Party shall inform the other and resume its obligations pursuant to this Agreement.
Modification of the Agreement
We may amend, alter, delete or add to this Agreement at any time and in Our sole discretion, by posting a change notice or a new Agreement on Our website. Such amendments, alterations, deletions or additions may include, for example, changes in the scope of available Fees, fee schedules, payment procedures, and referral program rules.
For the avoidance of doubt, this Agreement shall supersede any other terms and conditions applicable to such contractual instrument concluded between the Parties.