To participate in this Luxe-partners.com Affiliate Program, You must accept these Affiliate Program Terms and Conditions without modification. If You do not agree with these terms and conditions (or are not authorized to do so) You should not join the Luxe-partners Affiliate Program. If You have any questions regarding these terms and conditions, please, contact us by email: firstname.lastname@example.org
“Company”, “We”, “Our”, “Us” means Fresharvest N.V. (“Company”) which provides marketing services to a number of brands operated by the Company.
“Affiliate” means the entity or individual, that is not a player registered with the Website and that has agreed to promote brands supported by Company in return for bounties and/or commissions on the players that are referred to Company in accordance with this Agreement.
“Player Referral” means any player who is registered as a player and has a Player account with the Website and who has agreed to promote brands supported by Company in return for bounties and/or commissions on the players that are referred to Company in accordance with this Agreement.
“Affiliate account” means the uniquely assigned account created for an Affiliate when a person or entity successfully registers as an Affiliate.
“Player account” means the uniquely assigned account created for a registered player of the Website. When a player successfully registers as a Player Referral, he/she receives an access to Affiliate Program through his/her Player account.
“Affiliate area” means the area of the Website that is accessible to Affiliate or Player Referral (Affiliate or Player Referral may need to access some parts of this area by logging on with the security code they are assigned by Company when they sign up as an Affiliate or Player Referral in the Affiliate network and associated password) and which provides certain ‘member only’ functionality, including facilities to check relevant statistics, manage campaigns, update their profile, create additional tracking links, manage tracking links and creative selection.
“Affiliate earnings” mean any earnings that the Affiliate accrues from activity on the players they have successfully referred to Company as qualified acquisitions. Applicable commissions, bounties, and deficits are used to determine the Affiliate earnings.
“Player Referral earnings” mean any earnings that the Player Referral accrues from activity on the players he/she has successfully referred to Company as qualified acquisitions. Applicable commissions, bounties, and deficits are used to determine the Player Referral earnings.
“Agreement” means these Company Affiliate Program terms and conditions, applicable policies and such related promotion terms and conditions that may apply from time to time. All Affiliates and Players Referral acknowledge and agree that 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 Website and Affiliate area. Company may, but shall not be obliged to notify Affiliates and Players Referral of such changes and as such, the Affiliates and Players Referral must check the Site and Affiliate area, regularly for revisions.
“Creatives” refer to any Company approved advertisement materials that are available in the Affiliate area and can be used to promote Company and the Website. These include but are not limited to banners, html mailers, editorial columns, images, logos, photos, drawings, sketches, emails, splash pages, web pages, business cards, flyers, pamphlets, brochures, guides, booklets, inserts, fold-outs, magazines, videos, software, flash movies, podcasts, video podcasts and microsites.
“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 or not it actually causes us harm, including but are not limited to transactions involving stolen credit/debit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of duplicated and false accounts for the purpose of generating Affiliate earnings, 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).
“Fraudulent Activity” includes, without limitation, the use of robots or other automated tools or computer generated requests, repeated manual clicks, the involvement of pay-per-click programs or other arrangements to pay for impressions, page views or clicks, sending to pages not reasonably relevant to the search query, use of any incentives, unwanted auto-refreshes, use of fake affiliates, players or redirects, automated software, proxy servers and/or other mechanisms, actions and conduct deemed by the Company to generate falsified, sham or illegitimate actions. Fraudulent Activity also means transactions, deposits, withdrawals, revenues or traffic generated on the services through illegal means or any other action committed in bad faith to defraud the Company(as determined by Company in its sole discretion), regardless of whether or not it actually causes us harm, including but are not limited to transactions involving stolen credit/debit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of duplicated and false accounts for the purpose of generating Affiliate earnings, 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).
“Handle” means a derivative of turnover, used by Company, to calculate a player’s activity on a particular product; the total money wagered by each player.
“Intellectual property rights” means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
“Marketing materials” mean the Creatives and any other marketing materials (which may include the marks) that have been provided through the Affiliate area or otherwise made available to Affiliates and Players Referral by us and/or pre-approved by Us.
“Marks” mean 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.
“Net Revenue” means in relation to Luxe-partners.com Website: all monies received by and from customers in relation to activities on the Website less:
(a) monies paid out to customers as winnings;
(b) bonuses and/or loyalty bonuses;
(c) administration fees;
(d) fraud costs;
(f) returned stakes;
(g) monies paid out as duties or taxes;
(h) jackpot contribution and
(i) any commissions/fees due to third parties for providing/licensing games and/or games software.
“Promotional code” means an alphanumeric code that is made available to the Affiliate or Player Referral to provide to prospective players.
“Qualified acquisition” means a player that has met certain conditions to be considered a true value player. The criteria for qualification can 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)
· Handle amount (product and channel specific)
· Revenue amount (poker specific)
“Website” mean luxe-partners.com/ Website and any other online site or platform that is owned, operated or controlled by or on behalf of Company from time to time.
“Services” mean the service(s) offered to players on the Website.
“Spam” means any unsolicited email or other electronic communication that Affiliates or Players Referral send.
“Term” means the period from the date that Affiliate and Player Referral acknowledges and accepts the terms of this Agreement by indicating such acceptance on the Affiliate or Player Referral sign up form, until such time as this Agreement expires or is terminated.
“Tier” means an Affiliate’s classification of how many first time depositors he has secured.
“Tracking link(s)” mean tracker IDs made available by us in the Affiliate area and that Affiliate and Player Referral may use to connect players to our services from their website (or other electronic method) or using other marketing materials for example promotional codes. When the relevant player opens his or her player account or keys in the applicable promotional code, our system automatically logs the tracking URL and records Affiliate or Player Referral as the referring Affiliate or Player Referral respectively.
The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.
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.
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).
This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.
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.
In order to participate in the Company Affiliate Program and enjoy the accompanying privileges and benefits, a person must complete the appropriate Affiliate sign up form and be registered with us as an Affiliate.
A person may be required by the Company to provide KYC/AML documents at Company’s discretion prior to registration. Each Affiliate is obliged to sign an Insertion order which provides and stipulates the revenue share percentage terms and conditions of this Affiliate participation in Affiliate Program.
Each Affiliate represents and undertakes that all information supplied by this Affiliate when registering and completing the Affiliate sign up form are accurate, true and complete in all respects. Each Affiliate shall also provide us with such information as we may reasonably request from time to time. Each Affiliate acknowledges and agrees that inaccurate, incomplete or inadequate information provided by such Affiliate may cause the delay or retention of payment of applicable Affiliate earnings.
It is also Affiliate’s sole responsibility to ensure that the laws applicable to this Affiliate do not prohibit Affiliate from participating in the Company Affiliate network and performing its’ obligations hereunder.
We may require further evidence of identification to verify Affiliate’s application particulars. If there is any change to Affiliate’s registration details as originally supplied by such Affiliate, it shall notify us of the relevant change without delay. In order to confirm Affiliate’s particulars, Company reserves the right, inter alia, to confirm Affiliate’s particulars by any means available to us including selfie or video chat.
By registering as Affiliate, the person agrees and consents to this Agreement and general Terms and Conditions of the Company specified in this Affiliate Program.
Company reserves the right, without liability to any person, to reject its application without reference to such person or assigning any reason thereto.
Employees of 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.
Each player of the Website who has agreed to promote brands supported by Company in return for bounties and/or commissions on the players that are referred to Company in accordance with this Agreement may be registered and may participate in this Affiliate Program as Player Referral on the terms below.
Each Player Referral is required to:
Only verified players are allowed to participate in Affiliate Program.
Player Referral represents and undertakes that all information supplied by him/her when registering and completing the Player Referral sign up form are accurate, true and complete in all respects. Player Referral shall also provide us with such information as we may reasonably request from time to time. Player Referral acknowledges and agrees that inaccurate, incomplete or inadequate information provided by him/her may cause the delay or retention of payment of applicable Player Referral earnings and/or termination by the Company of Player Referral participation in Affiliate Program.
Player Referral will see the revenue share percentage terms for his/her participation in the Affiliate Program in his/her personal Player Account as soon as he/her is registered as a Player Referral.
The Company reserves the right to change the revenue share percentage at its discretion. In case of such changes Player Referral will see the updated information in his/her personal Player account.
If the Player Referral chooses to participate in Affiliate Program as an Affiliate then he/she may be assigned the reference to be registered as an Affiliate.
Company reserves the right, without liability to Player Referral, to cancel his/her participation in Affiliate Program in case of any Fraud Traffic from such Player Referral or in case if the Player Account of such Player Referral is blocked or suspended due to the general Terms and Conditions, and also in other cases at the Company’s discretion without reference to such Player Referral or assigning any reason thereto.
We grant Affiliates and Players Referrals the non-exclusive, non-assignable, right to direct players to the Website in accordance with the terms and conditions of this Agreement.
Affiliate and Player Referral shall ensure (and take adequate and appropriate measures to ensure) that the players referred by them to us are of the age of majority to participate in the services and that they shall comply with the Company general Terms and Conditions.
Referrals from Affiliates and Players Referral are considered Company players. The Affiliate and Player Referral relinquishes all rights and/or ownership to these players once referred to Company and these players shall be registered as Company members before they are considered qualified acquisitions (subject to any other applicable criteria).
An Affiliate, will be solely responsible for the development, operation, and maintenance of its website and for its own materials that appear on its website. For example, an Affiliate will be solely responsible for ensuring that materials posted on its website are not libelous, discriminatory, defamatory, offensive or otherwise illegal. Company disclaims all liability for these matters. Further, an Affiliate will indemnify and hold Company harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of its site.
The Company Affiliate Program is intended for an Affiliate and Player Referral direct participation. An Affiliate and Player Referral shall not open more than one Affiliate or Player account respectively and also on behalf of third parties. Opening an Affiliate or Player account for third parties, brokering an Affiliate or Player account or the transfer of an Affiliate or Player account are prohibited. Affiliates wishing to transfer an Affiliate account to another beneficial account owner must request in writing, approval from Company. Approval is solely at Company’s discretion.
Affiliate shall take commercially reasonable steps to monitor and prevent Fraudulent Activity. Affiliate shall cooperate with the Company in any investigation of possible Fraudulent Activity, including, without limitation, by providing to the Company or third parties engaged by the Company access to Affiliate’s logs and other customer and affiliate information. The Company may but is not required to monitor Affiliate’s traffic and/or conduct for Fraudulent Activity. If Fraudulent Activity is suspected or detected, the Company may pause the fulfillment of advertisements. If at any time the Company suspects that Affiliate has knowingly engaged in Fraudulent Activity (including the duplicated accounts, low players’ activity, low ROI or low player’s activity upon the expiration of any 30-day period) then in addition to its other rights and remedies, the Company may suspend the payments on such suspected cases until the traffic is thoroughly examined by the Company. If the Fraudulent Activity case is confirmed then the Company shall notify the Affiliate about the fact of this terms violation and provide all the reasons and proves thereof which will be available to the Affiliate in Affiliate cabinet. In the event of proven Fraudulent Activity the Company shall be entitled to terminate the participation of Affiliate in the affiliated Program immediately and withhold payment up to the amount generated through Fraudulent Activity, as estimated by the Company in its sole discretion.
The following additional limitations are included as non-valid leads, but are not limited to:
The Company will be entitled, within two months after the person sign up as Affiliate, to conduct a test to verify that Affiliate’s technology accurately tracks users without any Fraudulent Activity. The Affiliate will cooperate with the Company to promptly resolve any discrepancies between Affiliate’s tracking results and the Company’s tracking results and any case of the suspected or proved Fraudulent Activity.
The provisions of this article shall apply both to Affiliates and Players referral.
Affiliates 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. Affiliates will not be allowed to create and/or use their own promotion materials, modify, amend or alter the Creatives for the purposes of their participation in Affiliate Program without the prior written consent of Company.
All Creatives are considered to be the intellectual property of the Company. Affiliate is strictly prohibited from unauthorized use of Creatives to promote any other sites/services/apps of other advertisers and any third parties.
We hereby grant to Affiliates 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 its Website(s) pursuant to this Agreement. This licence cannot be sub-licensed, assigned or otherwise transferred by Affiliate.
Affiliate’s right to use the Marks and Marketing materials is limited to and arises only out of this licence. Affiliate 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. Affiliate agrees that all use by that of the Marks and Marketing materials inures to our sole benefit and that such Affiliate will not obtain any rights in the Marks and Marketing materials as a result of such use. Affiliate must notify us immediately if it becomes aware of the misuse of the Marks and Marketing materials by any third party.
Affiliate 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 Affiliate hereby agrees to transfer any such registration obtained by it to us upon demand.
Affiliate 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 or variations thereof.
For the avoidance of doubt all intellectual property rights of Company shall remain the sole and exclusively property of the foregoing and Affiliate does not gain any rights to the foregoing by reason of its use of the same.
All Affiliate 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 otherwise comply with the terms of this Agreement.
Affiliate shall not authorize, procure, assist or encourage any third party to:
· 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.
· 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), regardless of the age of majority in the location Affiliate is marketing.
Affiliate and Player Referral SHALL NOT:
· Disparage us or otherwise damage our goodwill or reputation in any way;
· Copy or otherwise create a site that substantially resembles the “look and feel “of the Website, 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 Website (or any part of such);
· Frame any page of the Website(s) in whole or in part;
· 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;
· In any way alter, redirect or in any way interfere with the operation or accessibility of the Webite 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 Program;
· Take any action that could reasonably cause any end-user confusion as to our relationship with Affiliate, Player Referral or any third party, or as to the ownership or operation of the Site or services on which any functions or transactions are occurring;
· Attempt to communicate to players whether directly or indirectly on our Webite 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, chat boards, or spamming our tables;
· Cause a betting pattern of any end-user that is indicative of abuse of the Luxe-partners Affiliate Program and associated remuneration structure and is not consistent with the aims of the Luxe-partners Affiliate Program and good faith business opportunities offered therein;
Without prejudice to anything else in this Agreement, if we determine, in our sole discretion, that Affiliate or Player Referral has engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate or Player Referral earnings and/or terminate this Agreement immediately on notice.
Unless separately agreed otherwise, Company will not, in any way, promote Affiliates.
For the avoidance of doubt, Affiliates are responsible for all costs associated with their marketing and advertisement obligations under this Agreement.
Without prejudice to warranties below, we reserve the right to terminate this Agreement with Affiliate or Player Referral immediately without liability if there is any form of spamming originating from such Affiliate of Player Referral or if such Affiliate of Player Referral advertises our services in any other way than in accordance with or permitted by the terms of this Agreement.
Affiliate may only offer bonuses and promotions to players on the Company’s behalf that are authorized and sanctioned by the Company, where Affiliate has an obligation to ensure that the Company’s promotion/bonus header and terms and conditions for these bonuses and promotions use Company’s prescribed wording and are communicated and specified in any publication of the same on Affiliate’s site, email or other media. Where there is a discrepancy between the terms communicated in Affiliate offering of the bonus or promotion and the terms specified to such Affiliate by the Company, then the Company shall be entitled to recover by way of set off of any commission owed to such Affiliate or other means, the loss suffered by the Company as a result of this Affiliate non- compliance with the provision of this paragraph.
Please take note that credit shall not be issued to any Affiliate or Player Referral.
Affiliate earnings are personal to the respective Affiliate and such Affiliate shall have no claim to Affiliate earnings or other compensation on business secured by or through persons or entities other than this Affiliate. Affiliate cannot withdraw payments for or on behalf of another third party.
Player Referral earnings are personal to the respective Player Referral and such Player Referral shall have no claim to Player Referral earnings or other compensation on business secured by or through persons or entities other than this Player Referral. Player Referral cannot withdraw payments for or on behalf of another third party.
Company reserves the right to change any Affiliate or Player Referral earnings structure (or any part thereof) from time to time, for any reason it deems fit.
Affiliate earnings payments will be paid to this Affiliate bank account designated in such Affiliate sign up form in Euro. Payment will be made by wire or any other method as we in our sole discretion decide; however, we will use reasonable endeavors to accommodate Affiliate preferred payment method declared when registering.
Player Referral earnings will be credited to the Player Account in the currency and payment method which were used by such Player Referral when crediting his/her player account.
Affiliate or Player Referral needs minimum 100 $ of its Affiliate or Player Referral earnings before their first commission is paid.
Any charges for conversion, processing and delivering payment to Affiliate or Player Referral will be deducted from Affiliate or Player Referral earnings respectively. 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 Affiliate designated bank account.
In the event that we determine any activity to constitute Fraud traffic or Fraud Activity, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate or Player Referral earnings in full, (ii) recalculate them in light of such suspected Fraud traffic or contravention, (iii) delay payment of the Affiliate or Player Referral earnings while we investigate and verify the relevant transactions or (iv) forfeit Affiliate or Player Referral earnings.
If an error is made in calculating the Affiliate Profit, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
Payment. The default payment plan which is to apply in the absence of any agreement to the contrary shall be the Revenue Share Payment Plan.
Company shall calculate Affiliate Profit and process payouts within five (5) Working Days at the beginning of each calendar month (for the Revenue Share and CPA commission plans) and within the third week of the following calendar month (for the Hybrid commission plan) provided that the amount due exceeds the minimum threshold of $10 (the minimum threshold for Wire Transfer is $500). The minimum threshold for the first payout is one (1) FTD.
The Affiliate Profit is calculated automatically by default once a month upon the end of the corresponding Accounting Period. Payments shall be processed on the Payment Dates corresponding to the Accounting Periods. For all New Affiliates Company reserves the right to hold up the Affiliate Profit for a calendar month if deemed necessary.
If You disagree with the reports or amount payable, do NOT request or accept payment for such amount and immediately send us written notice of Your dispute. The written notice/claim must be expressed to Company in writing no later than thirty (30) days after the end of the Accounting Period for which the claim arose and state the reasons of the disagreement. Failure to notify Company within the prescribed time period shall be considered as an irrevocable acknowledgement of the balance due for the period indicated. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment from us by You will be deemed full and final settlement. Notwithstanding the foregoing, if any overpayment is made in the calculation of Affiliate or Player Referral earnings, we reserve the right to correct such calculation at any time and to reclaim from the respective Affiliate or Player Referral any overpayment made by us in favor of such Affiliate or Player Referral.
If we suspect the terms and conditions have been breached or the occurrence of Fraud traffic, the regular payment may be suspended over for investigation and such Affiliate account frozen until we can validate that there has been no breach of these terms and conditions. If Affiliate account remains frozen as a consequence of this paragraph for a continuous period of 180 days then in the absence of:
· satisfactory explanation; or
· evidence to prove legitimate dealings;
funds remaining in such Affiliate account will be removed and such Affiliate account closed.
Payment of Player Referral earnings shall be processed under request of the Player Referral within 30 days of such request for the previous period in which the traffic was generated. If we suspect the terms and conditions have been breached or the occurrence of Fraud traffic, the payment request may be held over for investigation and such Player account frozen until we can validate that there has been no breach of these terms and conditions. If Player account remains frozen as a consequence of this paragraph for a continuous period of 180 days then in the absence of:
Funds remaining in such Player account will be removed and such Player account closed.
In the calculation of Affiliate Commission where Net Gaming Revenue and the balance is negative due to Players winnings and/or administration fees and/or cash items and/or progressive contributions the said balance will be set to zero except for the cases stated below.
If the Affiliate fails to provide and confirm actual payment details five (5) days before the end of the Accounting Period, fails to provide the requested invoices in the proper time, chooses “suspend payments” option in its settings of the affiliate account or does not reach the minimum threshold, the balance is carried over to the following accounting period and can be affected by the earnings of the following Accounting Period.
No payment shall be due if Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.
Affiliate and Player referral shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or suspicious transactions.
The Affiliate agrees to return all Commissions received for the traffic which is in breach of any of the provisions of the Agreement and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees, and costs).
The Affiliate shall have the sole responsibility to pay all taxes, levies, fees, charges, and any other money payable or due both locally and abroad (if any) to any tax authority as a result of the compensation generated under this Agreement. Company shall under no circumstances be held liable for any such amounts unpaid but found to be due by the Affiliate.
The Affiliate accepts that the payment of the Affiliate Profit due may be delayed by an additional fifteen-days period, provided that such delay shall be communicated by Company to the Affiliate.
Affiliate Commission Structure. Under Revenue Share Payment Plan the Affiliate will be awarded Affiliate Commission to its balance on a daily basis. Affiliate Commission is calculated as the percentage of Net Gaming Revenue in accordance with the amount of FTDs referred by the Affiliate in the past thirty (30) days.
0-5 FTDs 25% on NGR
6-20 FTDs 30% on NGR
21-40 FTDs 35% on NGR
41+ FTDs 40% on NGR
Minimum threshold for the balance zeroing is five (5) FTDs in the applicable period. In case cumulative wins of a single Player result in Affiliate Negative Balance of more than $5 000 in a given month, this Player will be isolated and won’t generate any Net Gaming Revenue to the affiliate until the full amount of the negative balance has been satisfied.
CPA Payment Plan. Affiliate Profit within CPA Payment Plan shall be based on CPA rates. CPA rate means a “one-time” fee paid by Company to the Affiliate for each New Player who does and has not had a player account with any Operator’s Website and who accesses the Operator’s Website via the Affiliate Link and who properly registers and makes real money transfers at least equivalent to the minimum deposit into its player account. CPA rate is agreed with each Affiliate individually depending on but not limited to the GEO. The Affiliate accepts and understands that no further payments, fees and/or commissions beyond the one-time fee shall be due to the Affiliate.
For certain GEOs a baseline can be used. The amount of the baseline depends on the GEO, traffic quality, and player value. Provided that a corresponding agreement is in place, if the Player makes the first deposit of less than the baseline but in the following thirty (30) days this Player accumulates the number of deposits equal to the CPA rate agreed between the Affiliate and Company manager, the Affiliate Profit will be credited.
All New Players referred to the Company’s Website(s) within the CPA Payment Plan and not demonstrating any activity on the Company’s Website(s) are put on hold. In a regular case, the hold period is fourteen (14) calendar days but it can be extended to up to thirty (30) days at the sole discretion of Company.
Company has the right to withhold Affiliate Profit within CPA Payment Plan from the Players that:
1. attempt to deceive the Company or demonstrate fraudulent actions in regard to the Company (including fraudsters, carders and other types of violators);
2. are gambling-addicted;
3. have blocked their account;
4. already have an account in any of the Company’s Website(s);
5. make a single deposit and do not take any actions on the Company’s Website(s) till the end of the hold period;
6. come from a GEO unspecified by the Affiliate.
Activity within CPA Payment Plan can be suspended without payout of the Affiliate Profit due, but not limited, to the following reasons:
1. the Affiliate refers Players from countries that are on the restricted list on the Company’s Website(s);
2. the Affiliate is found to participate in such activities as fraud, spam, deposits made by the Affiliate itself with the IP substitution or the use of anonymizers, such as VPN, Proxy, Freegate, Hola, TOR browser, etc.;
3. the Affiliate continues to deliver traffic after a written request being sent by the Company to suspend traffic.
If the limits for the traffic delivery were agreed with the Affiliate (“limits” meaning the number of New Players referred) and the Affiliate refers more New Players, the Company has the right to carry forward the Affiliate Profit for those New Players for the following Accounting Period or not to pay out such Affiliate Profit neither transfer the New Players referred by the Affiliate on top of the amount agreed to Revenue Share Payment Plan.
The Affiliate Program reserves the right to change CPA Plan to Revenue Share Plan retroactively due to unsatisfactory quality of traffic.
New Players’ moderation and approval take place in accordance with the payout schedule, upon the closure of the corresponding Accounting Period and before the Payment Date for the corresponding Accounting Period.
If Affiliate or Player Referral wishes to offer any incentives to potential players, such Affiliate or Player Referral is required by us to receive prior written approval before commencing any such activity. In the event that Affiliate or Player Referral does not receive such approval but offers such incentives, we reserve the right to cancel such Affiliate or Player Referral participation in the Affiliate Program, and refuse payment of any previously earned, but unpaid, commissions.
Due to strict anti-money laundering requirements we require one or more forms of documentation to verify Your identity before we can make a first payment out to Affiliate or Player referral. If for a continuous period of 180 days from our request for this verification documentation, we have still not received the same from Affiliate or Player Referral then the funds remaining in such Affiliate or Player account will become dormant. Upon becoming dormant we will issue a warning advising that the funds remaining in such Affiliate or Player account will be removed if the necessary verification document is not received within the following 90 days, funds remaining in such Affiliate or Player account will be removed and respective Affiliate or Player account closed.
We will track and report player activity for purposes of calculating Affiliate and player Referral earnings. The form and content of the reports may vary from time to time in our sole discretion. Generally, Affiliate and Player Referral can at their own initiative and timing, generate their own reports regarding the qualified acquisitions signed up in a particular period and/or the total amount due to such Affiliate or Player Referral 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.
This Agreement will take effect when Affiliate or Player Referral indicates its acceptance of these terms and conditions on the Affiliate or Player Referral sign up form and continues until terminated in accordance with the terms of this Agreement.
We may terminate this Agreement, without cause at any time, upon written notice to Affiliate or Player Referral. We may send such written notice via email to such email address such Affiliate or Player Referral has provided to us in the Affiliate of Player Referral sign up form.
For the avoidance of doubt, termination of the Agreement will automatically end Affiliate or Player Referral participation in the entire Company Affiliate Program and cause revocation of all privileges and licenses granted hereunder. In particular, Affiliate shall return all confidential information and cease use of any of the Marks and Marketing materials (including deleting and purging the same from Affiliate computer systems).
Sections “Confidential Information, “Indemnity”, “Disclaimers and limitation of liability”, “Miscellaneius” and such other provisions as are necessary for the interpretation or enforcement of this Agreement after termination, shall survive any termination or expiry of this Agreement.
You as Affiliate or Player Referral warrant and undertake that:
· You have independently evaluated the desirability of marketing the Site and services;
· You have independently evaluated the laws that apply to such Your activities and believe that You may participate in COMPANY Affiliate Program without violating any rules or laws applicable to You;
· 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 or Player accounts and password regardless of whether such access and/or use was authorized by or known to You or not;
· 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;
· 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, information or any transactions offered at the foregoing;
· The players that You refer to Company are of legal age under the laws that are applicable to them for the purposes of their use of the services;
· The players that You refer to Company comply with the Company general terms and conditions as may be modified from time to time;
· You shall not post or transmit to any other users, any unlawful, harassing, abusive, threatening, libellous, defamatory, obscene, indecent, 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;
· 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;
· The contents on Your website(s) do not infringe any third party’s intellectual property rights;
· The contents and offerings on Your website (including the manner of offering the same) are consistent (and continue to be consistent) with the Company general Terms & Conditions as may be modified from time to time;
· You shall only use the Affiliate area, Website, Services, Marks and Marketing materials in accordance with the express terms of this Agreement.
You as Affiliate or Player Referral shall defend, indemnify, and hold the Company, our directors, employees and representatives harmless from and against any and all liabilities, 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 Your 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 Program,
(f) all conduct and activities occurring under Affiliate’s user ID and password;
(g) any defamatory, libellous or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data;
(h) any claim or contention that the Affiliate Website(s) or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity;
(i) third party access or use of the Affiliate Website(s) or the Affiliate’s information and data;
(j) any claim related to Affiliate Website(s) or the Links;
(k) any violation of this Agreement or any applicable laws.
The Company reserves the right to participate, at its own expense, in the defence of any matter or claim in relation to the above.
If You are in breach of any prohibition as set out in this Agreement above, then, without limiting, and in addition to, any other remedy that we may have under these terms and conditions and Agreement with You, or applicable law, we may, in our discretion, send a warning notice to You. If You do not rectify any breach capable of repair within the time prescribed in our notice, then You will pay us a sum in compensation for the breach, which we may assess, at our sole and absolute discretion based on the type and scope of the breach and the damage caused in the amount of up to US$30,000. You acknowledge that any such compensation assessed by us will be our reasonable estimate of the damage likely to be caused to the Company for the Affiliate Program terms and conditions breach.
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 our 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 any of the above provisions and to terminate Your participation in Affiliate Program.
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.
We may, in our sole discretion, use any available means to block, restrict, remove or discount from Your (Affiliate or Player Referral) tracker certain players, deposits or play patterns or reject the applications of potential players and/or Affiliates so as 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.
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 of 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 3 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.
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.
The Company shall not be liable for:
1. any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings;
2. any indirect or consequential losses;
3. any loss of goodwill or reputation.
Company does not accept liability for the content or accuracy of external websites.
All notices pertaining to this Agreement will be given by email address (or such other contact address) provided by Affiliate or Player Referral in the Affiliate or Player Referral sign up form (or as subsequently updated by Affiliate or Player Referral to us in the event of change), and to us and if unsatisfied with the response then to claims. 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.
There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between Affiliate or Player Referral 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.
You as Affiliate or Player Referral understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates or Players Referral on the same or different terms as those provided to You in this Agreement and that such terms 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.
Except where You as Affiliate or Player Referral 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-license 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.
This Agreement (including any variation or modification thereto) shall be deemed executed in Curacao and shall be governed by and construed in accordance with the laws of Curacao without giving effect to conflicts of law principles. You as Affiliate or Player Referral irrevocably agree to submit to the exclusive jurisdiction of the courts of Curacao for the settlement of any claim, dispute or matter arising out of or concerning this Agreement 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.
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.
This Agreement embodies the complete Agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. 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.
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.
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.
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 as Affiliate or Player Referral 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, its being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.