Terms & ConditionsTerms and Conditions:
The Affiliate's contractual relationship with Funstage Spielewebseiten Betriebsges m.b.H. who administrates the affiliate program on behalf of Greentube Malta SEE Ltd. (hereinafter collectively referred to as the 'Operator'), in the Affiliate Program for the Operator's website(s) (as herein defined) shall be exclusively governed by:
- these Terms and Conditions (“T&C”);
- the standard Affiliate Agreement entered into between the Operator and the Affiliate;
- the completed Affiliate Sign Up Form;
- any other guidelines and/or additional terms which the Operator may provide to the Affiliate via email or the operator's website from time to time; and
- the associated payment plans (all documents collectively referred as the 'Agreement') as the same may be varied, amended and/or supplemented from time to time.
Upon first registration in the Affiliate Program, the Affiliate acknowledges and accepts the exclusive validity of the Agreement and agrees to the provisions thereof (as amended or modified from time to time).
The Agreement contains the complete terms and conditions that apply to the Affiliate's participation in the admiralaffiliate.ro online site ('Affiliate Program'). Currently the operator's website(s) offered within the Affiliate Program is admiral.
The purpose of this Agreement is to clarify the nature of the Affiliate's relationship with the Operator. This Agreement in the most part deals with defining the operating terms of the relationship. It also refers to the Breach & Disciplinary Clauses. These clauses are intended to be exercised in the event that an Affiliate is in breach of any of the terms of these T&C and/or any part of the Agreement and/or is guilty of improper conduct. It is the Operator's intention to create a successful and long-term relationship with the Operator's Affiliates and to ensure that the Affiliate is fairly rewarded for its efforts. Provided that the Affiliate acts in good faith at all times, there should be no need for the operator to exercise any of the disciplinary provisions contained herein.
The Operator reserves the right to vary, amend and/or supplement these T&C as it deems fit and/or in line with regulatory developments and/or if changes in the nature of the industry landscape so requires. Any changes to this Agreement will be communicated to the Affiliate via email or the Operator's website as described in Clause 1.2 in this Agreement below.
Important: please read this document carefully before accepting these T&C, then print and store along with all confirmation emails reflecting the Affiliate's tracker-IDs, bonus codes, and commission. General enquiries should be sent to firstname.lastname@example.org . Kindly do not proceed with registration and confirmation should you not be in total agreement with any term present in the Agreement.
The Affiliate is deemed to have agreed to be bound by all the terms and conditions set out in this Agreement once the terms of the agreement have been accepted.
- For registration with the Operator's Affiliate program the Affiliate must complete the Affiliate Sign Up Form. Following proper registration, the Operator provides the Affiliate with a user name via e-mail. The Affiliate shall at all times remain responsible to keep all its data up-to-date and strictly confidential and not to provide any third party/ies access thereto. Any activity within the Affiliate Program under the Affiliate's user name and password is automatically attributed to the Affiliate. Prior to any out-payment, further details will be requested including, but not limited to, bank account details into which monies should be paid out and contact details, including email address and telephone number.
- The Operator may modify these T&C at any time, in its sole discretion, by either
- emailing the Affiliate a change notice; or
- posting the new version of the T&C on the Affiliate Tool.
- The Affiliate acknowledges, accepts and agrees that regulations 10.1 and 10.2 (Information to be provided by electronic means) and 11.1 (placing of an order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.
2. Definitions and Interpretations
In these T&C, references to the following words shall have the meaning set out below, unless explicitly stated otherwise:
- The 'Affiliate' provides a website ('Affiliate Website') where he Operator's marketing material is placed and directly linked to one of the Operator's website(s). Therefore Affiliates direct potential customers to admiral.ro.
- The 'Affiliate Program' is a marketing program where the Operator recruits Affiliates to place the Operator's marketing material on their own Affiliate website(s). Affiliates will receive a referral fee or commission from revenue as may be agreed between the Operator and the Affiliate.
- "Affiliate Tool" means a website located at the URL www. affiliate.com and/or at any URL with which the operator replaces such URL from time to time (and such other web addresses that are owned, operated or controlled by or on behalf of the operator from time to time and that make available such websites) and each of its related pages.
- 'Affiliate Website' is the website operated and owned by the Affiliate.
- 'Commission' is the amount due and payable to the Affiliate, as calculated solely on the basis of the operator's system's data and in accordance with these T&C and the applicable payment plans.
- 'Cost per acquisition' (or CPA) means the payment plan, where the Affiliate gets paid a referral fee for real money players.
- 'Fraud' means fraudulent behaviour as described in Clause 10.3.
- 'Intellectual property rights' means rights to all existing and future intellectual property, owned from time to time by the Operator or any third party (as described in clause 7.1)
- "Marketing material" means banners, text links and other marketing materials (that may include the operator's marks and intellectual property rights above) that have been provided or otherwise made available to the Affiliate via the Affiliate program and/or pre-approved in writing by the operator.
- "Minimum required deposit" means the minimum amount to be deposited by a player required for the Affiliate's commission, which will be available to the Affiliate after due registration with the Operator's Affiliate tool and is to be treated as strictly confidential. The Operator reserves the right to alter the said amount at any time by placing a notice to this effect on the Affiliate tool.
- 'Commission base' means the revenue generated via one player less administration fees (such as bonus money and handling fees) and is the basis for the revenue share.
- 'Operator' means the gaming operator of the Affiliate program.
- 'Operator's website' means the websites (e.g. www.admiral.ro) and any other online site or platforms that are offered by the Operator and each of its related pages through which a player opens a player’s gaming account and/or accesses the Operator's services.
- 'Payment plan' means the payment plan/s chosen by the Affiliate for each of the Affiliate's trackers.
- 'Player' means any person using any products or services on the Operator's website(s) whether attached to the Affiliate's tracker or not.
- 'Player account' means a uniquely assigned account that is created for a player when they successfully register for the services via a tracker URL.
- 'Real money player' means any person who is attached to the Affiliate's tracker who:
- has not been a player with the Operator before;
- is not located in a restricted territory;
- who has made the minimum required deposit;
- is accepted as a player under any applicable sign up or identity verification procedure which the Operator may require;
- has accumulated the required number of games duly notified to the Affiliate after registration with the Operator's Affiliate Program; and
- has adequately fulfilled any other qualification criteria that the operator may introduce from time to time.
- 'Restricted Territory' means Albania, Australia, Austria, Belarus, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Finland, France, French Polynesia, Georgia, Greece, Hungary, Ireland, Israel, Italy, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Macau, Macedonia, Montenegro, Norway, Poland, Portugal, Puerto Rico, Reunion, Russia, Serbia, Singapore, Spain, Switzerland, Slovenia, Slovakia, Turkey, United Kingdom, United States of America and/or any other country as chosen by the Operator´s sole discretion at any time by virtue of placing notice in these T&Cs available with the Affiliate Tool. Notwithstanding that the Netherlands is not considered a Restricted Territory, the Affiliate acknowledges that it shall, at all times, be bound to adhere to additional clause(s) in these T&Cs when offering its services in this territory. However potential and actual players that reside in Romania and/or in the above listed countries must be in possession of a valid Romanian personal identification code (CNP) and/or valid Romanian fiscal identification number (NIF)
- 'Revenue share' is a certain percentage of the commission base (generated by players) which is paid by the Operator to the Affiliates which choose the Revenue Share Payment Plan (Clause 6.3).
- 'Services' shall mean any product or service offered to players on the operator's website(s).
- 'Tracker' means the unique tracker URL that the operator provides exclusively to the Affiliate, through which the operator tracks players´ and real money players´ activities and calculates commission. Every tracker is uniquely identified by its tracker ID.
- 'Tracker URL' means a unique hyperlink or other linking tool for referencing the operator's website(s) or services through which the Affiliate refer potential real money players. When the relevant player opens their player account, the operator's website(s) automatically logs the tracker URL and records the Affiliate.
- 'Tracker ID' is a unique identification number which identifies the Affiliate trackers.
- Responsibility of the Operator
- The Operator makes no warranties or representations (whether expressed or implied by law, statute or otherwise) with respect to the Affiliate Program, sites, website or any content, products or services available therein or related thereto or that the Operator's website, the Affiliate Tool, system, network, software or hardware (or that provided to the Operator 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 the Operator, nor Operator's providers or underlying vendors, are required to maintain a redundant system(s), network, software or hardware.
- The Operator shall provide the Affiliate with a selection of advertising instruments e.g. logos, banners, graphics and other sales enhancing tools (hereinafter referred to as 'marketing material'). Upon publicationof any marketing material on the Affiliate website, the Affiliate offers the users of the Affiliate website the opportunity to directly access the Operator's website(s). The Operator shall be entitled to modify, limit and/or provide new marketing material at any time.
- The Operator shall bear any cost/s arising in connection with the graphical representation of the link.
- The Operator shall administer the players generated via the links, and the total amount of the commission earned via the link, provide the Affiliate with performance statistics online, and handle all customer services related to the business.
- Responsibility of the Affiliate
- The Affiliate shall be solely responsible to ensure that the set link is in compliance with all applicable law of all relevant jurisdictions that might be concerned and the Affiliate shall further indemnify and hold the Operator harmless against any and all claims, demands, liabilities, losses, damages, costs and/or expenses resulting or arising (directly or indirectly) from any such breach of applicable law.
- The Affiliate represents and warrants that the information provided to the Operator in the online application form is correct, true and complete in all respects. The Affiliate shall promptly update such information if all or any part of it changes.
- The Affiliate confirms that it operates the Affiliate website under its own name and that it is fully and without any restrictions authorised to contract and enter into agreements with regards to the aforementioned website/s.
- The Affiliate must be in possession of a Class 2 licence issued by the Romanian Gaming Regulator (“ONJN”) and this prior to being accepted and participating in the Affiliate programme. Failure to submit/present such a licence (together with a Certified English Translation) grants the Operator dismiss the potential Affiliate.
- The Affiliate shall assume all costs incurred for the implementation of the link. In addition, the Affiliate undertakes to bear the costs related to the access to the Affiliate website and display and/or delivery of the advertisement.
- The Affiliate shall solely be responsible for the proper technical incorporation of the link and for the technical operation of the Affiliate website.
- The Affiliate shall solely be responsible for the development, operation, and maintenance of the Affiliate website as well as for all material appearing on the Affiliate website.
- The Affiliate acknowledges and agrees that trackers are for the Affiliate's sole use and the Affiliate shall not assign or sub-license (as appropriate) the tracker-ID or any commissions to any third party without the Operator's express prior written consent.
- The Affiliate warrants that the Affiliate has independently evaluated the desirability of marketing the Operator's website(s) or services.
- The Affiliate has independently evaluated all relevant Romanian laws and regulations that apply to its activities and has confirmed to its complete satisfaction that it may participate in the Operator's Affiliate program without violating any applicable rules or laws. The Affiliate is also responsible to be up to date with the changes in all the Romanian laws and bylaws and/or policies, guidelines and decisions, including but not limited to, those, which can be issued by the Romanian Gaming Regulator and/or other responsible governmental authorities in Romania.
- If the Affiliate is an officer, director, employee, consultant or agent of the Operator or one of its subsidiary parent or associated companies, or suppliers or vendors, it is not permitted to participate in the Affiliate Program or to use directly or indirectly any of the Operator's websites, other than in the course of his/its employment as employee. Similarly, ´relatives´ of Operator employees are not permitted to participate in the Affiliate Program or to use directly or indirectly any of the Operator's websites, unless the Affiliate has the Operator's prior written consent. For these purposes, the term 'relative' shall include (but not be limited to) a spouse, partner, parent, child and/or sibling.
- The Affiliate ensures that is entering into this Agreement for purposes relating to his business and cannot deem to be a 'consumer' for the purpose of applicable consumer protection laws.
- The Affiliate shall not market the Operator's website(s) and/or the Operator or Operator's services or logos or any of its intellectual property in any way whatsoever, (unless such activities are approved in writing by the Operator)
- on any website on which the Operator promotes any of the Operator's website(s);
- on or through any internet search engine on or through which the Operator promotes any of the Operator's website(s) provided that this is applicable solely when the same audience is targeted;
- in any other manner that results in the Affiliate competing with the Operator in relation to the promotion of any of the Operator's website(s);
- otherwise where the Operator requests that the Affiliate cease the same;
- The Affiliate shall make sure that the Affiliate website does not promote sexually explicit materials, is not targeted towards children or minors, does not promote violence, does not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, does not promote illegal activities, is not targeted towards citizens from restricted territories, or does not violate intellectual property rights including Operator’s Intellectual Property Rights.
- The Affiliate shall not directly, indirectly, nor shall the Affiliate authorise, assist or encourage any third party/ies to:
- Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the marketing of the Operator, the Operator's website(s) and/or the Affiliate Tool which marketing is targeted at any persons who are less than 18 years of age (or such higher age as may apply for cash gaming issues in the jurisdiction that the Affiliate are targeting), regardless of the age of majority in the location where the Affiliate's marketing is taking place;
- Place marketing materials on any online site or other medium, including the Affiliate website, where the content and/or material on such website, the links to such website, or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in the Operator's sole discretion otherwise unsuitable or undesirable or potentially causing material disrepute;
- Use marketing materials in a manner that may potentially confuse or mislead a player or potential player;
- Place marketing materials on any online site or other medium, including the Affiliate website, where the content and/or material on such online site, the links to such website, or medium (i) infringes any third party's intellectual property rights;
(iii) disparages the Operator or otherwise damages the Operator's goodwill or reputation in any way;
(iv) frames any page of the Operator's 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 the Operator by any other person.
- In any way alter, redirect any/or interfere with the operation or accessibility of the Operator's website(s) or any page thereof.
- Register as a player on behalf of any third party, or authorise or assist (save by promoting the Operator's website(s) and services in accordance with this agreement) any other person to register as a player;
- Take any action that could reasonably cause any player confusion as to the Operator's relationship with the Affiliate and/or any third party/ies, or as to the ownership or operation of the Operator's website(s) or service on which any functions or transactions are occurring. Any further disclosure of and/or reference to the Operator requires the Operator's prior written consent;
- Post, serve or publish any advertisements, communications and/or promotional content promoting the Operator's website(s), the Operator's services, intellectual property rights or marks around or in conjunction with the display of the Operator's website(s) and/or any part or page thereof (for example and without limitation through any 'framing' technique or technology or pop-up windows or pop-under windows or interstitials).
- Cause any of the Operator's website(s) (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the services other than as a result of the visitor clicking on banners or text links contained in or as part of marketing materials.
- Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the Affiliate Program;
- Use any means to promote any of the Operator's website(s) that resemble in any way the look and/or feel of any of the Operator's website(s) whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Operator's website(s) (or any part of the Operator's website(s));
- Attempt to communicate with any player/s whether directly or indirectly on the Operator's website(s) to solicit them to move to any online site not owned by the Operator or for any other purposes by any means whatsoever including, but not limited to, via email, chat boards, etc. without the Operator's prior approval.
- Market or promote (or attempt to market or promote) the Operator's services (or any specified part thereof) or Operator's website(s) within the restricted territories and/or territories where cash gaming or promoting and marketing thereof is illegal; to attempt to circumvent any restriction which the Operator has put in place to prevent players from restricted territories from signing up as real money players; or attempt to disguise to geographical location of a player.
- Should the Affiliate market, promote or distribute in any method or manner cloned, copied, tampered or any other unlicensed and/or illegal content appertaining to the Novomatic Group or Greentube Group (or any other Group company or subsidiary related to Greentube Malta SEE Ltd.), this Agreement shall be terminated with immediate effect. The Operator will unilaterally determine the legal action it deems fit and appropriate should such a circumstance materialise. This clause should not be interpreted or deemed to suggest any limitation on the Operators’ rights to pursue also legal action in this regard.
- The Affiliate shall not directly and/or indirectly including via third parties acquire, obtain or use any email addresses of Potential and Existing Players as part of the 'Affiliate Program' and/or "Affiliate Tool". Any exception to this rule shall be done only with the written approval and modalities set by the Operator.
- The Operator will provide online reporting to each Affiliate detailing registrations, new real money players, and commission payable.
- The Operator will enable Affiliates to access this information online. Should this not be possible at any stage, the Operator will provide reports via e-mail detailing the information mentioned above. It is understood that access to the system is not a precondition for membership to the Affiliate Program.
6. Terms of Payment
- Commission will be calculated twice per calendar month (1st and 15th of every month, and where these happen to fall on weekends and/or public/bank holidays, these shall be calculated on the next working day) in accordance with the Affiliate's chosen payment plans after the Affiliate has completed the registration process and/or when the Operator has activated additional trackers.
- For the avoidance of doubt, the Operator has no liability to pay any currency conversion charges or any charges associated with the transfer of monies to the Affiliate.
- There are two alternative payment plans from which the Affiliate can choose. The payment plan that the Affiliate chooses will apply to the Affiliate's trackers within the Affiliate program.
- CPA payment plan (also known as a Cost per Acquisition Plan) based on the amount of real money players that the Affiliate introduces via the Affiliate's tracker ID, or
- Revenue Share payment plan based on a share of the commission base generated by the Affiliate's real money players.
The Operator reserves the right to change an Affiliate’s commission payment plan towards future referrals, and if needed existing user referrals, for any of the following reasons but not limited to:
- Inactivity; and
- Suspicious activity.
- The Affiliate understands that when he/she is set to a Revenue Share Payment Plan, the revenue per user is the amount that each user´s account is debited with as consideration of the user´s participation in the games, minus the amount of bonus money that the respective user has converted into winnings in the course of wagering such amounts in games or tournaments on the Operator's website(s). From such amount deducted is the flat fee as handling fee (in particular but not limited to charge backs, service costs, transaction costs). The remainder is considered commission base and is the basis for the calculation of the revenue share.
- Revenue share payment plans may include an expiration period. Meaning that a period of time will be stipulated in the revenue share payment plan during which the actions of the referred users will be included in the commission. Any actions of the referred user after the stipulated expiration period will not form part of the Revenue Share payment plan. The stipulated expiration period starts from the date of the user’s registration under the Affiliates’ referred tracker.
- The commission shall be paid to the Affiliate by the Operator and shall – if possible – be credited via the chosen payment method of the Affiliate within fifteen (15) days from the calculation date. However, the Operator shall not be held liable for any delay due to technical reasons and events which are beyond Operator's reasonable control.
- In the event that suspicions are raised as to the use of fraudulent elements in order to raise ones’ commission, the Operator shall withhold payment of said commission, and all future commission until it is satisfied that no fraudulent methods were used. Provided that if it is established that fraudulent methods have in fact been used, then payment of such commission shall not take place and the Affiliates’ agreement shall be terminated immediately.
- The commission can only be paid out if the credit has reached a minimum amount of Two Hundred Romanian Leu (RON 200.00,-). If this requirement is not met within two (2) weeks, the commission shall be carried over to the next calculation date due until a minimum total of Two Hundred Romanian Leu (RON 200.00,-) has accumulated.
- Negative revenues coming from casino operations will be balanced to zero and will not be carried over to the next period with the exception of bonus money.
- All taxes due in connection with any payments to the Affiliate shall remain at all times the affiliate's sole and exclusive liability. The Affiliate is exclusively responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of the Affiliate's income from this Agreement and for collecting and paying the income tax and social security contributions in respect of the Affiliate's staff, if the Affiliate has any staff. If value added tax (VAT) or any other sales tax or turnover tax is chargeable, the Affiliate is responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and the Affiliate acknowledges that the payments that it receives shall be deemed to include all VAT or sales tax or turnover tax.
- The Affiliate shall comply with all applicable laws and any policy notified by the Operator through the Operator's website or otherwise in relation to money laundering and/or the proceeds of crime.
7. Intellectual property
- 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, including the words 'ADMIRAL' and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of the Operator's marks (or parts thereof) or any other name or mark owned from time to time by the Operator or any third party.
- The Affiliate acknowledges and agrees that all intellectual property rights are exclusively vested, and shall remain vested, in the Operator. The Affiliate further understands and agrees that it is prohibited from sub-leasing, reselling, licensing and/or distributing any intellectual property or rights thereon, to any third party/ies without the prior written consent of the Operator and in particular undertakes to comply with the term of appendix A.
8. Term and termination
The term of this Agreement will begin with the Affiliate's first registration and continue until terminated in accordance with the terms of this Agreement. Termination is at will, for any reason, by either party. For purpose of notification of termination, delivery via email is considered a written and immediate form of notification.
- Termination by the Affiliate. The Affiliate may terminate the Agreement, without cause, immediately upon written notice to the Operator which notice shall be duly provided if the Affiliate sends an email marked 'Termination Admiral Romania Affiliate' to email@example.com . For the avoidance of doubt, termination of the Agreement will end the Affiliate's participation in the Affiliate program as a whole with immediate effect. Immediately upon tendering the termination notice:
- The Affiliate must remove the Operator's marketing material from his websites and disable any links from the Affiliate's websites to the Operator's website(s).
- All rights and licenses given/ allowed to the Affiliate in virtue of this Agreement shall immediately cease to have effect.
- The Affiliate will return to the Operator any confidential information and all copies of it in the Affiliate's possession, custody and control and will cease any and all use of any trade names, trademarks, service marks, logos and other designations.
- The Operator may leave open, redirect or deactivate any tracker in the Operator's sole discretion without any obligation to pay the Affiliate for players who subsequently become real money players.
- The Affiliate and the Operator will be released from all obligations and liabilities to each other occurring or arising after the date of such termination. Termination will not relieve the Affiliate from any liability arising from any breach of this agreement, which occurred prior to termination.
- Termination by the Operator. The Operator reserves the right to unilaterally terminate this Agreement if the Affiliate:
- Is involved in cases of fraud or suspected fraud pursuant to the terms set out in Clause 10.3;
- Violates one of the obligations under clause 4 and 7 and rules of these Terms and Conditions;
- Any other reason at its sole discretion
- In case of termination, the commission shall be calculated until the date of termination. The Affiliate will be entitled only to those unpaid referral fees if any earned by the Affiliate on or prior to the date of termination. If the Affiliate fails to fulfil his obligations and responsibilities, the Operator will not pay the Affiliate the referral fees otherwise owing to the Affiliate on termination. The Operator may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid.
9. Policies & Confidentiality
- The Operator of the Operator's website(s) (which is not the same as the Operator of the Affiliate Tool) assumes ownership of the player at point of first contact with the visitor. The Affiliate acts as a provider of promotional services for the Operator of the Operator's website(s). The Operator of the Operator's website(s) reserves the right to refuse players (or to close their accounts). In the event that any player's account/s are suspended or closed by the Operator of the Operator's website(s) and subsequently reactivated at a later stage, such player/s will be reassigned/retagged to the Affiliate and the Affiliate will be entitled to earn same referral fees as were previously in place prior to the incident, in respect of such player in accordance with the then prevailing commission model.
- By opening an account with a player, that person or entity will become the Operator's customer and, accordingly, all client rules, policies, and operating procedures will apply to them.
- The Affiliate may receive confidential information from the Operator, including confidential information as to the Operator's marketing plans, marketing concepts, structure, payments and other information relating the Operator's business operations. This information is confidential to the Operator and constitutes part of the Operator's proprietary trade secrets. The Affiliate shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without the Operator's prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
- The Affiliate agrees to avoid disclosure or unauthorised use of the confidential information to third persons or outside parties unless the Affiliate has the Operator's prior written consent and that the Affiliate will use the confidential information only for purpose of this agreement. The Affiliate's obligations with respect to confidential information shall survive the termination of this agreement.
The Operator shall be entitled to terminate the Agreement with immediate effect and apply against the Affiliate a penalty equal to the commission dues save for the higher damages suffered in the event that the Operator suspects and/or can determine that one or more of the following fraudulent activities has taken place or is about to take place:
- Fraudulent activities by the players include, but are not limited to, the following: charge backs, incorrect player data, minor players, chip dumping, money laundering;
- Fraudulent activities by the Affiliate include, but are not limited to, the following: if the Affiliate and the player have the same IP address and/or if the layer is a direct relative to the Affiliate; if the Operator has any doubt as to the true identity of the Affiliate; and if the Affiliate is not able to provide the Operator with appropriate identification to effectively verify his identity.
- Fraud traffic means, especially but not limited to, any simulated new player, any self-referring , any simulated introduction of a player via the Affiliate's tracker ID, any double introduction of an individual player already introduced, any introduction in pretense, any acquisition of players and/or data through illegal means or similar action, or players generated via the use of illegal measures and disrupting marketing methods, spam, creation of false accounts and unauthorized use of any third-party accounts, collusion, multiple subscriptions from a single e-mail address, sequential names or patterns of names, subscriptions from employees or other parties related to the Affiliate, manipulation of the service or system, any alterations or modification of the marketing material provided and the intellectual property rights. Any dispute as to whether an issue is to be considered fraud traffic or not, shall be resolved and conclusively determined solely by the Operator, regardless of whether damages have actually been incurred by the Operator.
- In the event that the Operator reasonably deems that fraudulent activity has taken place in relation to the generation of the commissions, the Operator shall notify the Affiliate promptly of the nature of the fraud and of the identity of the perpetrator of the fraud. The Affiliate shall rectify the situation within 72 hours from the notification. If the situation cannot be clarified to the satisfaction the Operator within these 72 hours, the operator shall be entitled to terminate the agreement with the Affiliate immediately and terminate the contractual relationship with immediate effect. The Operator has the right to withhold any commission as from the moment at which the Operator suspects any fraudulent activity. In the Operator's sole discretion the Operator may recalculate the commission in light of such suspected fraud traffic or forfeit the Affiliate's commission in respect of fraud traffic.
- Notices. All notices pertaining to this Agreement will be given by email as follows: to the Affiliate at the email address provided by the Affiliate on the Affiliate Sign-up Form (or as subsequently updated by the affiliate to the Operator in the event of change), and to the Operator: firstname.lastname@example.org.
- Relationship of parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between the Affiliate and the Operator 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.
- Non-Exclusive. The Affiliate understands and accepts that the Operator may at any time (directly or indirectly), enter into marketing terms with other Affiliate/s on the same or different terms as those provided to the Affiliate in this Agreement and that such Affiliates may be similar, and even in competition with the Affiliate.
- Press. The Affiliate may not issue any press release or other communication to the public with respect to this Agreement, the Operator's marks or the Affiliate's participation in this Affiliate program without the Operator's prior written consent, except as required by law or by any legal or regulatory authority.
- Assignment. Except where the Affiliate has received the Operator's prior written consent, the Affiliate 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 the Affiliate's 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.
- Governing Law. This Agreement (including any variation or modification thereto) shall be deemed executed in Malta and shall be governed by and construed in accordance with the laws of Malta without giving effect to conflicts of law principles. The Affiliate irrevocably agrees that, subject as provided below, the courts Malta shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this agreement or its enforceability and the Affiliate waives 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. Nothing in this clause shall limit the right of the Operator to take proceedings against the Affiliate in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
- Severability. 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.
- Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this agreement provided by the Operator to the Affiliate in accordance with Section 1.2 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in the agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
- Third-party rights. Except insofar 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 local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.
- No waiver by the Operator. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any subsequent breach of the same or any other provision.
- The Affiliate shall defend, indemnify and hold the Operator and the Operator's officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from the Affiliate's breach of this Agreement.
- The Operator's obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Operator's Website(s) or services other than as provided under this agreement. Other than as expressly provided in this Agreement, in no event will the Operator be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether the Operator has been advised of the possibility of such loss) including any loss of business, revenue, profits or data. The Operator's liability arising under this Agreement, whether in contract, or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to the Affiliate in relation to the Operator's website(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arises. 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.
Appendix A: Intellectual Property Rights of Third Parties
- Intellectual Property
The Affiliate shall not copy or resemble the Operator’s Website in whole or in part, and frame any page of the Operator’s Website in whole or in part. The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or similar identifying material and shall not create any websites, groups, profiles (especially but not limited to www.facebook.com) that contain the IP or are confusingly similar to or are comprised of any of the IP.
- Domain Names
- Bidding on Brand Terms
- Approved Marketing Materials
- use Marketing Materials in a manner that may potentially confuse a Player or potential Player;
- place Marketing Materials on any online site where the content on such medium infringes any third party’s IP;
- License to use Marks
The Affiliate shall not contest the ownership of the IP, and shall not take any action that may invalidate or weaken the validity of the IP or diminish the IP associated goodwill.
The Affiliate shall cease to use all IP upon being notified to do so by the Operator (either by electronic or written notification) or any other termination of this Agreement.
Funstage Spielewebseiten Betriebsges.m.b.H.
Last modified: 08.08.2017
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