Terms and Conditions?
By completing the affiliate application to the Affiliate Programme and clicking ?I have read and agree to the affiliate terms and conditions? within the registration form, you (the ?Affiliate?) hereby agree to participate in the Affiliate Programme and abide by all the terms and conditions set out in this Agreement. The Company reserves the right to amend, alter, delete or extend any provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate, subject to the terms set out in this Agreement.?
If you have already joined the Affiliate Programme and do not agree to this Agreement, you are requested to email the Affiliate Team at Affiliate@cashmio.com to terminate your membership to the Affiliate Programme.??
You shall be obliged to continuously comply with the terms of this Agreement, the General Terms and Conditions and privacy policies found on the Company Websites (as hereinafter defined), as well as with any other rules and/or guidelines brought forward from time to time. The Agreement between the Company and the Affiliate shall come into effect on the date when the affiliate application is approved in writing by the Company.?
In the case of a conflict between this Agreement and the General Terms and Conditions, this Agreement shall prevail.?
- ?Agreement? means and includes (i) all the terms and conditions set out in this document, (ii) the General Terms and Conditions, (iii) any other rules and/or guidelines issued by the Company Websites and (iv) any annexes referred to in any of the aforementioned.?
- ?Affiliate? means you, the natural person or entity, who applies to participate in the Affiliate Programme.?
- ?Affiliate Application? means the application by virtue of which the Affiliate applies to participate in the Affiliate Program.?
- ?Affiliate Programme? means the collaboration between the Company and the Affiliate, whereby the Affiliate will create Links to and promote the Company Websites to New Customers.??
- ?Affiliate Website(s)? means one or more websites on the internet which are maintained and operated by the Affiliate.?
- ?Company? means MOZEBRA LIMITED, a company incorporated in Malta, with Maltese registration number C72296.?
- ?Confidential Information? means any information of commercial or essential value for any of the Parties including, but not limited to, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Company Websites, technology, marketing plans and manners of operation.?
- ?Data Protection Legislation? means all applicable data protection, privacy and electronic marketing legislation, including, but not limited to, the General Data Protection Regulations (EU 2016/679) and any related national legislation, as well as any rules or regulations issued by a competent authority at any time.??
- ?General Terms and Conditions? means the general terms and conditions and privacy policies which can be found on the Company Websites.??
- ?Intellectual Property Rights? means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, confidential information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.?
- ?Links? means internet hyperlinks from the Affiliate Website(s) to the Company Websites.?
- ?New Customer? means a new first time customer referred to the Company Websites by the Affiliate Website(s), having made a first deposit amounting to at least the applicable minimum deposit at the Company Websites in the Company Websites betting account, in accordance with the applicable General Terms and Conditions of the Company Websites, but excluding the Affiliate, its employees, relatives and/or friends.?
- ?Company Websites? means the online gaming website/s operated and/or managed by the Company Cashmio.com and/or any other website which may be operated and/or managed by the Company as may be communicated to the Affiliate from time to time.?
- ?Parties? means the Company and the Affiliate (each a ?Party?).?
1 ? Purpose?
1.1 The Affiliate maintains and operates the Affiliate Website(s) on the internet, and/or may refer potential customers to the Company Websites either through such sites or otherwise through other marketing channels. In the event that other marketing channels are to be used, the Affiliate must seek the prior approval of the Company.?
1.2 This Agreement governs the terms and conditions pertaining to the promotion of the Company Websites by the Affiliate, whereby the Affiliate will be paid consideration in terms of Article 6 of this Agreement, depending on the New Customers referred to the Company Websites and as subject to the terms of this Agreement.??
2 ? Acceptance of an Affiliate?
Upon the completion of the Affiliate Application by the Affiliate, the Company shall evaluate the Affiliate Application form hereby submitted and shall inform the applicant via email whether the requested participation in the Affiliate Programme has been accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion.
3 ? Affiliate Representations and Warranties
3.1 The Affiliate hereby represents and warrants that it/he/she:
A) In the case of a natural person, is aged 18 or over, and is aged 21 or over in the case of the Affiliate being resident in Estonia.
B) Is competent and duly authorized to enter into legally binding agreements.
C) Is the proprietor of all rights, licenses, and permits necessary to market, promote and advertise the Company Websites on the Affiliate Websites or any other marketing channel as may be approved by the Company, in accordance with the provisions of this Agreement.
D) Is not involved in or does not intend to be involved in any act or traffic that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering activities.
E) Will comply with all applicable rules, laws, and regulations in correlation with the promotion of the?Company Websites, including, but not limited to the Gambling Act (UK), the Licence Conditions and Codes of Practices (UK), the CAP Code and the Non-CAP Code (UK) as applicable, the Lotteries and Other Games Act (Malta) & Remote Gaming Regulations (applicable until 30.06.2018), the Gaming Act (Malta) (applicable from 01.07.2018), the Malta Gaming Authority?s Code of Conduct on Advertising, Promotions and Inducements and of the rules issued by the relevant competent gaming authorities and any other rules, directives, guidelines, instructions communicated by either of the competent authorities or the Company, as well as with all Data Protection Legislation.
F) Is in possession of all appropriate consents or otherwise has a solid legal basis to process personal data in terms of the Data Protection Legislation and to conduct its activities under this Agreement, specifically to generate traffic and refer customers to Company Websites. G) fully understands and accepts the terms of the Agreement.
G) Understands that the role of the Affiliate shall be specifically limited to the advertisement, marketing and promotion of the Company Websites, subject to the terms and conditions of this Agreement. For the sake of clarity, it is accepted and understood that the Affiliate is not authorised to enter into any direct or indirect communications with any New Customers or any potential or existing customers of the Company in relation to activities carried out on the Company Websites or any disputes or complaints arising therefrom.
4 ? Company Rights and Obligations
4.1 The Company shall provide the Affiliate with all required information and marketing material necessary for the promotion of the Company Websites on the Affiliate Websites, as well as for the implementation of the tracking Link/s thereon.
4.2 The Company shall be responsible for the content and presentation of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the execution of this Agreement. Provided that nothing contained in this Clause 4.2 shall be interpreted as to having the effect of relinquishing the responsibility of the Affiliate with respect to the manner in which the material provided to it by the Company is presented on the Affiliate Website or is generally distributed (or any other medium to be used by the Affiliate for the purposes of this Agreement) and for the suitability and compliance thereof with all applicable laws, rules and regulations.
4.3 The Company shall administer the turnover generated via the tracking links, record the net revenues and the total amount of
payable to the Affiliate, whilst further providing the Affiliate with relevant player statistics. A unique tracking identification code will be assigned to all New Customers.?
4.4 The Company shall pay the Affiliate the payment due thereto as calculated pursuant to clause 6 of this Agreement, which amount shall be dependent on the New Customers referred to the Company Websites by the Affiliate Websites, subject to the terms of this Agreement.
4.5 The Company reserve the right to refuse the registration of any New Customers, suspend or close their accounts if deemed necessary. This will be at the Company?s sole discretion in order to comply with any requirements it considers mandatory.
4.6 The Company hereby notifies the Affiliate, which accepts, that personal data (as defined in the?GDPR) pertaining to the Affiliate and/or any of its employees (if any) may be collected by the Company and shall be utilised solely in the context of, and as is necessary for, the performance of this Agreement or in the pursuance of any legal obligation or legitimate interest.
5 ? Responsibilities and Obligations of the Affiliate
5.1 The Affiliate hereby expressly undertakes:
A) To advertise, market and promote the Company Websites to potential customers, by providing Links and disseminating marketing material received from the Company on the Affiliate Websites, or via other marketing channels as may be approved in writing by the Company.
B) To use its professional skills and expertise to actively and effectively advertise, market and promote the Company Websites as widely as possible, and in a manner which reflects industry affiliate best practice, in order to maximize the benefit to the parties whilst abiding by the General Terms and Conditions as may be brought forward from time to time and/or as are published online.
C)?To only use marketing material as shall be provided to the Affiliate by the Company for the purposes of the advertisement, marketing and promotion of the Company Websites. The Links and/or the marketing material shall not be amended or altered without the prior written consent of the Company. The Company shall be responsible for the content and presentation of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the execution of this Agreement. Provided that the Affiliate shall be solely liable and responsible for the manner in which the material provided to it by the Company is presented on the Affiliate Website or generally distributed (via any other medium as may be approved in writing by the Company) and for the suitability and compliance thereof with all applicable laws, rules and regulations, whilst further ensuring that any promotions are displayed in a clear and transparent manner.
D)To market and refer potential players to Company Websites entirely at its own cost and expense. The Affiliate will be solely responsible for the distribution and manner of its marketing activities. All of the Affiliate?s marketing activities must be professional, proper and lawful and conducted in accordance with applicable laws and all local conduct of business requirements.
E) To use only a tracking link provided to the Affiliate within the scope of the Affiliate Programme. In default of this, no warranty whatsoever can be assumed for proper registration and sales accounting.
F) to be generally responsible for the development, the operation, and the maintenance of its own Affiliate Websites as well as for all material appearing on its own websites, provided that the Company shall remain responsible for the content of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the promotion of the Company Websites.
G) Not to send any material via direct marketing means to customers whom the Affiliate knows or should reasonably know to be self-excluded with the Company.
H) To, at all times, abide by all the relevant advertising and/or marketing rules, legislation and guidelines issued by the competent authority/
ies of the country in which the Affiliate intends to advertise, market and promote the Company Websites, as well as the countries in which the Company?s Websites are licensed to operate.
Without prejudice to the generality of the foregoing, the Affiliate undertakes to abide by the marketing rules contained in the
annex marked ?Annex A? found here below. Provided that should the Affiliate intend to advertise, market and promote the Company Website in the United Kingdom, it must, in addition to the rules found in Annex A, further abide by the rules contained in Annex B here below. Further annexes may be added from time to time should the Company so determine.
The Company reserves the right to request the Affiliate to immediately remove any promotional material which may be brought to attention and which it deems, in its sole absolute discretion, to be in breach of any relevant advertising and/or marketing rules.
For the sake of clarity, it is expressly stated that all annexes found here below, as well as any further annexes added from time to time, and the obligations contained therein, shall form an integral part of this Agreement.
5.2 The Affiliate further agrees:
A) That it will not perform any act which is
libelous, discriminatory, obscene, immoral, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent material. The Affiliate shall not advertise (or cause to be advertised) the Company Websites on any sites which may, in any manner, be considered to be obscene, immoral, unsuitable or are otherwise black-listed and identified on the Police Intellectual Property Crime Unit (PIPCU) database. The Affiliate shall ensure that it is aware of the location of each of such advertisements.
The Company reserves the right to periodically request a list of all locations used by the Affiliate to promote the Company Websites toensured continued compliance. Accordingly, the Affiliate can only advertise the Company Websites on websites and through media accounts and channels that have been disclosed to and approved in advance by the Company.
B) That it will not advertise the Company Websites on Facebook without having first obtained a Facebook Addendum signed on behalf of the Company. Similarly, the Affiliate shall obtain the written consent of the Company prior to promoting the Company Websites on any other social media platform.
C) That it will not publish an advertorial or website review pertaining to the Company Websites or any brands connected thereto without having received the prior approval in writing of the Company.
D) That it will not allow the targeting of any jurisdiction where gambling and/or the promotion thereof is unlawful and/or illegal, as may be updated from time to time by the competent authorities.
Without prejudice to the generality of the foregoing, the Affiliate is expressly prohibited from advertising the Company Websites on Dutch (.nl) websites or domain names which refer to typical Dutch themes in combination with gaming terminology (eg. ?clogbingo?). The marketing material pertaining to the Company Websites shall not be displayed on sites which are in the Dutch language, and any reference to Dutch themes like clogs and windmills, or bonuses which may specifically appeal to Dutch nationals by virtue of their names or associated prizes is prohibited.
E) That it will not generate traffic to the Company Websites by unlawful, illegal or fraudulent means, particularly, but not limited to, by:
(i) Sending spam. This includes all formats of spam, including but not limited to emails and/orsms? that meet any one of the following criteria: (a) are unsolicited and sent to a large number of addresses, (b) contain false or misleading statements, (c) does not honestly identify the source of the originating email address, (d) does not contain an online and real-time ?Remove? option or ? causes software download, installation or similar action with addressee consent.? (ii) Incorrect meta tags.
Registering as a player or making deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the amounts payable, or to otherwise defraud the Company.
Popups, popunders and cookie dropping. This includes but is not limited to popups, popunders and dropping customer cookies. If you have media sources/websites that do not contain libellous, discriminatory, obscene, unlawful or otherwise unsuitable material and you are planning pop ads campaigns, pre-approval from the Company is required in all cases.
F) That the Affiliate Website/s and any other medium which may be used by the Affiliate to advertise, market and promote the Company Websites in terms of this Agreement shall at all times uphold the standards of best practice by including, without limitation, the promotion of responsible gambling and containing ?18+? (or any other higher age restrictions that may apply to different jurisdictions) and responsible gambling warning messages and logos and links to the sites of agencies/organisations that help vulnerable customers on any pages/sites/media that links the potential customer to the Company Websites.
G) That it must not promote the Company Websites in connection with Matched Betting and Arbitrage Betting, which, for the purposes of this sub-clause, is defined as any method of betting or wagering which is intended to give players a guaranteed win with no risk, including, but not limited to, the use of free bets.
That it will not present its own websites in any way that might evoke any risk of confusion with the Company and/or the Company Websites and/or the Company and/or convey the impression that the Affiliate Websites are partly or fully originated from the Company.??
H) That it will not present its own websites in any way that might evoke any risk of confusion with the Company and/or the Company Websites and/or the Company and/or convey the impression that the Affiliate Websites are partly or fully originated from the Company.
I) That it will not purchase, attempt to register, or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Company Websites and trademarks, trade names or otherwise.
J) That it will not use any of the Company Websites? trademarks, trade names or otherwise include the terms contained therein or variations that are confusingly similar, in affiliate URLs. Brand names may not be used in a derivative URL or subdomain.
K) That it will not utilize direct marketing to any potential or existing customers whatsoever within Great Britain. For the sake of clarity, it is expressly stated that the term ?direct marketing? refers specifically to marketing via email and/or?SMS.
L)That, subject to the immediately preceding sub-clause, the use of direct marketing outside Great Britain shall include and/or display any relevant details as required by the applicable competent authorities, particularly key promotion terms and conditions as required, together with any responsible gambling requirements (for example, ?18+? icon, and a link to gambling charity websites). Further, all such e-mails or SMS messages shall contain the full name of the Affiliate and address ? and shall never purport to have been sent by the Company (in its capacity as?data controller under GDPR). All e-mail messages shall contain a fully operational ?Unsubscribe? link. All SMS messages shall contain a fully operations ?STOP? or ?Unsubscribe? option. The Affiliate expressly warrants that it shall maintain a fully updated register of all unsubscribe and STOP requests and corresponding e-mail addresses and mobile phone numbers, and the Company shall be entitled to receive a copy of such register immediately upon request. The Affiliate warrants that any such direct marketing shall only be done where the customers have validly given their consent to receive such as required under the Data Protection Legislation.
6 ? Payment?
6.1 the payment plan which shall apply to the affiliate shall be either of the plans detailed in this clause 6.1 (or a hybrid thereof) as shall be agreed to in writing by the parties on a case-by-case basis, provided that the default payment plan which is to apply in the absence of any agreement to the contrary shall be the revenue share plan.
a)? revenue share plan - this shall be the percentage of the net revenue arising from new customers and payable monthly to the affiliate in terms of this clause 6.1a.
The company agrees to pay the affiliate a commission based on the net revenue generated from new customers referred by the affiliate?s website/s and/or other channels permitted in writing by the company. new customers are those customers of the operator who do not yet have and have not had a betting account with any operators website and who access the operator's website via the tracking link and who properly register and make real money transfers at least equivalent to the minimum deposit into their operator's website account. the commission shall be deemed to be inclusive of value added tax or any other tax if applicable.
Net revenue shall be calculated in accordance with the following formula:
New customer real money stakes (-) 29% administration fee (?) paid bonuses (?) transaction costs & chargebacks (?) applicable gambling taxes and vat
For the sake of clarity, it is expressly stated as follows:
- The administration fee is a value which contains the license fee, game provider fee, platform fee and other costs associated with running the business.
- Bonuses, in this case, means paid bonuses to the customer, not granted bonuses. the difference is that a paid bonus is a type of bonus money where the customer has actually reached the wagering requirement and/or has received the funds on his/her real money wallet.
- The gambling tax is monies paid in the form of betting duties or taxes payable by the operator to the authorities. the gambling tax does solely apply to revenues being generated from within the relevant jurisdictions and will be charged at the given rate of taxation of the respective gambling authorities.
The net revenue share percentage is determined by the amount of new depositing customers referred by the affiliate within the month the revenue share is paid to the affiliate and is calculated as follows:
Number of new customers
Revenue share (%)
0-9? ? ?- 25%
20+? ? -?45%
The amount of commission earned when reaching a tier will apply to all customers, also those referred to reach that tier.
b) CPA payment plan ? this shall be a ?one-time? fee paid by the company to the affiliate for each new customer who does and has not had a betting account with any operators website and who accesses the operator website via the links and who properly register and make real money transfers at least equivalent to the minimum deposit into one of their operators websites betting account.
The one-time fee shall be determined on a case-by-case basis.
The affiliate accepts and understands that no further payments, fees and/or commissions beyond the one-time fee shall be due to the affiliate.
6.2 the commission is calculated in the beginning of each month and shall be calculated on the previous month. the affiliate agrees that only invoices turned in from the date they receive a notification from the company until the thirteenth of the same month will be held accountable for the payable commission, provided that the amount due exceeds ?300 for bank wire transfers and ?50 for skrill and neteller (minimum threshold). if the balance due is less than the minimum threshold, it shall be carried over to the following calendar month and shall be payable when the accrued balance exceeds the stipulated minimum threshold. any invoices turned in before or after these dates will be deemed null and void.
The company shall endeavour to effect payment of the commission due in terms of this agreement by the twenty-first day of each calendar month.
- For the sake of clarity, it is expressly stated that, should the net revenue generated from the new customers introduced by the affiliate in any given month fall below zero (?negative net revenue?), such negative balance shall not be carried over to the following month for the purposes of the calculation of the net revenue and commission for that same month.? ?(exception: individual players who win more than euro 5000 in a single month are excluded from the ?no negative carry over? rule. such players are isolated until they become ?positive? players again.)
- The affiliate agrees to notify the company immediately by means of email to firstname.lastname@example.org & email@example.com? if any changes to their vat status and/or bank details including if they become vat registered or if their vat registration number changes, cease to be vat registered?or sell their business, or part of their business.
- The Affiliate agrees that the vat (if applicable) shown in their affiliate account for the payment covered in this agreement, is their output tax due to the relevant tax authority.
- The affiliate shall indemnify on demand and hold harmless the company and/or the operator from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and vat thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the company and/or the operator in consequence of any breach by the affiliate of this clause 6.2 or as a result of the affiliates vat status being different from that notified to us via email firstname.lastname@example.org.
6.3 the affiliate accepts that the payment of the commission due in terms of this agreement may be delayed by an additional fifteen day period beyond the date stipulated in the immediately preceding paragraph, provided that such delay shall be communicated by the company to the affiliate.
6.5 payment of commissions shall be made as per the payment method chosen by the affiliate in the affiliate account. if an error is made in calculating the commission, 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.
6.8 the company may delay payment of any balance to the affiliate for up to one hundred and eighty (180) days, while it investigates and verifies that the relevant transactions comply with the provisions of the terms.
6.9 it is agreed that no payment shall be due when the traffic generated is illegal or contravenes any provision of these terms.
6.10 the affiliate agrees to return all commissions received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the affiliate to the fullest extent of the law.
6.11 for the sake of clarity the parties specifically agree that upon termination of this agreement by either party, the affiliate shall no longer be entitled to receive any payments whatsoever from the company, provided that payments already due (earned and unpaid commissions) shall be paid out.
6.13 the affiliate shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the affiliate as a result of the revenue generated under this agreement. the company shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the affiliate and the affiliate hereby indemnifies the company in that regard.
6.2 the affiliate understands that the payment plan that shall be applicable shall be as identified by the company in the affiliate application. the particular terms pertaining to either the revenue share plan or the CPA payment plan as listed in this clause 6 shall be applicable depending on the plan so identified.
6.3 the company reserves the right to change the payment plan upon giving written notice to this effect to the affiliate.
6.7 if the affiliate disagrees with the balance due as reported, it shall within a period of thirty (30) days send an email to the company to email@example.com and indicate the reasons of such dispute. failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgement of the balance due for the period indicated.
6.12 at the sole discretion of the company the affiliate may be given the opportunity to restructure its commission structure. examples of alternative revenue sources could include a cost per acquisition (CPA) model. once an affiliate opts to accept the company's offer for a different revenue structure to the standard commission structure outlined in article 20, then the affiliate is aware and hereby agrees and understands that the new proposed revenue structure shall replace his existing commission structure in its entirety. notwithstanding the above, all the affiliate?s obligations assumed under this present agreement will still continue to apply to the affiliate up until the termination of this agreement and thereafter in accordance with the terms and conditions contained in this agreement.
7 ? Termination
7.1 this Agreement may be terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given by an email.
7.2 the Company may, however, terminate the Agreement with immediate effect in the event that the Affiliate is in default of its obligations thereunder or is otherwise in breach of the representations and warranties provided therein. In this case, no notice period shall be applicable and the Agreement shall be considered terminated as of the date on which the Company notifies the Affiliate of its decision to terminate the Agreement on the strength of this clause 7.2. In this event, the Parties agree that the Company may take any action it deems appropriate, including the withholding of any unpaid commissions as of the date of termination as security for any perceived/anticipated/contingent liabilities or claims that may arise against the Company due to the breach or activities of the Affiliate.? ?7.3 the contracting parties hereby agree that upon the termination of this Agreement, howsoever occasioned:
A) The Affiliate must, within seventy-two hours of receipt of the abovementioned notification, remove all references to the Company and/or its brands and/or the Company Websites from the Affiliate?s websites and/or other marketing channel and communications, irrespectively of whether the communications are commercial or non-commercial
B) All rights and licenses granted to the Affiliate under this Agreement, if any, shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Company.
C) The Affiliate will be entitled only to those earned and unpaid amounts in terms of clause 6 as of the effective date of termination; however provided, the Company may withhold the Affiliate?s final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive commissions or other payments after this date.
D) The Affiliate will return to the Company any and all confidential information (and all copies and derivations thereof) in the Affiliate?s possession, custody, and control.
E) The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate?s obligation of confidentiality towards The Company shall survive the termination of this Agreement.
8 ? Liabilities and Indemnification
8.1 The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for (i) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings) of the Affiliate, (ii) any indirect or consequential losses of the Affiliate; or (iii) any loss of goodwill or reputation of the Affiliate.
8.2 The Affiliate agrees to defend, indemnify and hold the Company, their successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims, fines and liabilities, including reasonable legal and expert fees, related to or arising from:
- Any breach of Affiliate?s representations, warranties or obligations under this Agreement, including the obligations contained in Annex A and Annex B;
- Affiliate?s use (or misuse) of the marketing material and the group?s Intellectual Property Rights;
- All conduct and activities occurring under Affiliate?s user ID and password;
- Any defamatory, libellous or illegal material contained on the Affiliate Website(s) or Affiliate?s information and data;
- 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 data protection, privacy or publicity;
- Third party access or use of the Affiliate Website(s) or the Affiliate?s information and data;
- Any claim related to Affiliate Website(s) or the Links; and
- Any violation of this Agreement or any applicable laws, including Data Protection Legislation.?
8.3 The Company and its group companies reserves the right to participate, at their own expense, in the defence of any matter or claim in relation to the above.
9 ? Data Protection
9.1 Upon the registration of New Customers with the Company Websites, the Parties acknowledge that they shall be acting as controllers in common (and not joint controllers) in respect of the independent processing of such New Customers? personal data. For the purposes of completion, where the Company is a white-label the data controller in respect of New Customers may be a third party licence holder.
9.3 The Company may, at its sole discretion, request that the Affiliate evidences its compliance with this clause 9.2 and the Affiliate shall provide reasonable proof to this effect within 10 days of the receipt of such request.
10 ? Governing Law & Jurisdiction
The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. The Parties irrevocably submit to the exclusive jurisdiction of Malta courts over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.
11 ? Assignment
11.1 The Affiliate may not assign this agreement, by operation of law or otherwise, without obtaining the prior written consent of the Company.
11.2 The Company may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.
12 ? Non-waiver
The Company?s failure to enforce the Affiliate?s adherence to the terms outlined in this Agreement shall not constitute a waiver of the right of the Company to enforce said terms at any time.
13 ? Force Majeure
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 the reasonable control of and is not the fault of such party, 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 casualties. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.
14 ? Relationship of the Parties
Nothing contained in this Agreement, nor any action was taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party?s employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.
15 ? Severability / Waiver
15.1 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. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
15.2 Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Affiliate Manager of the Company Websites unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.
16 ? Confidentiality
16.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially. Such information must not be used for own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of the Company this provision shall survive the termination of this Agreement.
16.2 The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.
17 ? Changes to this Agreement
The Company reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, a written notice of the amendments will be sent to the Affiliate?s registered email address and such notice will be deemed to be served once sent by the Company. The Affiliate?s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate?s acceptance of the new terms and conditions.
18 ? Trademarks and Intellectual Property
18.1 Nothing contained in this Agreement will grant the Affiliate any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights [hereinafter referred to simply as ?marks?] of the Company. At no time during or after the term will the Affiliate allure, attempt, challenge, assist or allow others to challenge or to register or to attempt to register the marks of the Company. Provided also that Affiliate shall not register nor attempt to register any mark or website domain which is identical or similar to any mark which belongs to the Company
18.2. All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate.
18.3. no time during or after the term of this Agreement, no Party will attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.
Annex A ? General Conditions
The Affiliate shall not publish, through any medium whatsoever, advertising, or publish content related to the Company on sites/pages/media which displays content, that:
- Encourages anyone to contravene gaming laws;
- Is not socially responsible, with particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited;
- Portrays, condones or encourages gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm;
- Exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons and/or other vulnerable persons;
- Shows people aged below eighteen years gambling;
- Encourages, targets or is otherwise directed at those aged below eighteen years through the selection of particular media or the context in which such appears. For the sake of clarity, the Affiliate understands and accepts that no content on its website (or in any other promotional material which may be used to promote the Company Website/s) shall feature cartoon characters, animals and fairy tale themes or any other content generally that has particular appeal to children or persons below the age of eighteen.
- Be likely to be of particular appeal to children or young persons (under 18s), especially by reflecting or being associated with youth culture;
- Is false or untruthful, particularly about the chances of winning or the expected return to a player;
- Suggests that gambling can be a solution to financial concerns, an alternative to employment or a way to achieve financial security;
- Suggests that skill can influence games that are purely games of chance;
- Promotes smoking and/or the abuse of the consumption of alcohol while gambling;
- Suggests that gambling can provide an escape from personal, professional or educational problems such as loneliness and depression;
- Portrays gambling as indispensable or as taking priority in life? over, for example, family, friends or professional/educational commitments;
- Contains endorsements by well-known personalities or celebrities that suggest gambling contributes to their success;
- Link gambling to seduction, sexual success or enhanced attractiveness, or otherwise generally exceeds the limits of decency;
- Tarnishes the goodwill and privilege that is associated or related, in any manner, withholding a gaming licence or otherwise tarnishes the image or reputation of another licensee.
In addition to the above, the Affiliate shall not:
- Conduct a promotion that commits people to gamble for a minimum period of time to qualify for a player reward scheme;
- Or?conduct a promotion that commits people to gamble a minimum amount of money to qualify for a player reward scheme
- Conduct a promotion which encourages people to participate in any way under undue time constraints or which may be regarded as overly pressuring, for example by using wording and/or phrases such as ?Bet Now?.
The Affiliate must ensure that any promotional material indicates or provides a link to the rules, procedures and conditions of the particular promotion. The full conditions must not be further than 1 click away.
The Affiliate accepts and understands that the above-mentioned rules are not exhaustive and it shall further abide with all other relevant advertising and/or marketing rules issued by the competent authority/
ies of the country in which the Affiliate intends to advertise, market and promote the Company Websites, if any and those issued by the competent authorities in which the Company is licensed to operate (refer to Annex B and the restrictions on targeting Dutch residents by way of example).
In the event that any competent authority requires operators to ensure that no marketing material is sent to persons that are subscribed to a national self-exclusion register, the Affiliate undertakes to take the steps necessary to integrate or?cross-check? its marketing distribution list against the national self-exclusion database and ensure that no person found on the national self-exclusion list ever receives any marketing material.
Annex B ? UK Specific Conditions
The restrictions included within this Annex B are over and above those contained in Annex A. For the purposes of clarification, any marketing or promotion carried out which may be targeted at users/visitors residing within Great Britain should comply with the requirements of both Annex A and this Annex B.
The Affiliate expressly undertakes not to utilize direct marketing to any potential or existing customers whatsoever within Great Britain. For the sake of clarity, it is expressly stated that the term ?direct marketing? refers specifically to marketing via email and/or SMS.
Further, it is understood that permission marketing shall not?be allowed in Great Britain and the Affiliate shall, therefore, refrain from using this medium to promote the Company Websites.
The Affiliate shall not publish, through any medium whatsoever, advertising, or publish content which displays content, that:
- Suggest that gambling can enhance personal qualities, for example, that it can improve?self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration;?
- Uses terms such as ?free spins?, ?free cash? or ?free? in general if there are wagering requirements that apply or if a customer was required to make a deposit;?
- Suggest peer pressure to gamble nor disparage abstention;?
- Portray gambling in a context of toughness or link it to resilience or recklessness;?
- Suggest gambling is a rite of passage;?
- Suggest that solitary gambling is preferable to social gambling;?
- Includes a child, young person or anyone who is, or seems to be, under twenty-five years of age. No-one may behave in an adolescent, juvenile or loutish way;?
- Exploits cultural beliefs or traditions about gambling or luck;?
- Condone or encourage criminal or anti-social behaviour;?
- Condone or feature gambling in a work environment??
The Affiliates shall only promote those games which are listed by the Company as not being appealing to children. By way of example, the Affiliate cannot promote or display the Company?s logos or trademarks generally in combination with or on same pages which include, games which may be appealing to under 18s (such as Jurassic Park, Jack and the Beanstalk etc.) This list shall be made available to the Affiliate on demand. (The Company reserve the right to add or remove any games from the list immediately and without notice and entirely at the discretion of the Company. The Company shall not be held liable in the event that it exercises its right to remove any games from the list.)
In the event that, at any time the Affiliate is given the discretion to provide the content of a promotion or to describe a promotion, the promotion must be fair and transparent and must necessarily include all the relevant Significant Conditions applicable thereto. For the purposes of this Annex B, the term ?Significant Conditions? shall include, but not be limited to, conditions such as:?
- Eligibility Restrictions
- The existence of any minimum or maximum deposits to receive the bonus?
- Any maximum bonus amount that can be received (such as a 100% deposit bonus up to ?100)?
- The existence of a Wagering Requirement?
- Time Restrictions?
- Expiry Dates?
- Any other method of play required or other restrictions that would potentially lead to the forfeiting of the bonus?
- Details of Restricted Odds?
- Details of Games which must be played?
- The existence of a Max Bet?
- Age restrictions?
The above requirements apply in all cases and it shall not be an excuse that the promotion was limited by time and space (except as otherwise approved by the Company)
The Affiliate accepts and understands that the above-mentioned rules are not exhaustive and it shall further abide with all other relevant advertising and/or marketing rules issued by the Gambling Commission, the Competition and Markets Authority, the Advertising Standards Authority and the Information Commissioner?s Office in the UK and any other competent authority that may have jurisdiction over the Company or the Affiliate from time to time.?