Date: 5/6 2019
Armstrong Operations Limited- Affiliate Terms and Conditions
The affiliate program is provided by Armstrong Operations Limited (hereinafter The Company), a company incorporated in Malta, with its registered office located at Geraldu Farrugia Street, number 2, Zebbug and bearing company registration number C 82060.
Agreement?means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structure applicable to the different products, (iii) the General Terms and Conditions (iv) any other rules and/or guidelines of the Company and/or the Operator Websites made known to the Affiliate from time to time.
Affiliate?means you, the person or entity, who applies to participate in the Affiliate Program.
Affiliate Application?means the application below whereby the Affiliate applies to participate in the Affiliate Program.
Affiliate Program?means the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Operator Websites and create the Links Operator from New Customers in relation to casino activities less (a) monies paid out to New Customers as winnings, (b) bonus payouts (but excluding bonuses retracted), (c) administration and payment provider fees, (d) fraud costs, (e) charge-backs, returned from the Affiliate Website(s) to the Operator Websites and thereby be paid a commission as defined under this Agreement depending on the traffic generated to the Operator Websites subject to the terms and conditions of this Agreement and to the applicable product-specific Commission Structure.
Affiliate Website(s)means one or more websites on the Internet which are maintained and operated by the Affiliate.
Commissionmeans the percentage of the Net Revenue as set out in the Commission Structure.
Commission Structure?means the commission structure contained under Clause 18 below or any specific commission structure expressly agreed between the Company and the Affiliate.
Companymeans Armstrong Operations Limited, a company incorporated in Malta, with its registered address Number 2, Geraldu Farrugia Street, Zebbug, Malta. Company registration number: C82060.
Confidential Information?means any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Operators Websites, technology, marketing plans and manners of operation.
General Terms and Conditions?means the general terms and conditions which can be found on the brands 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 Operators Websites.
Net Revenue?means all monies received by the stakes and (g) monies paid out as duties or taxes; and for the avoidance of doubt, all amounts referred to above are only in relation amounts generated from New Customers referred to the Operator Websites by the Affiliate Website(s).
New Customer?means a new first time customer to the Operator Websites by the Affiliate Website(s) having made a first deposit amounting to at least the applicable minimum deposit at the Operator Websites in the Operator Websites betting account in accordance with the applicable terms and conditions of the Operator Websites, but excluding the Affiliate, its employees, relatives and/or friends.
Operatorsmeans Armstrong Operations Limited, a company incorporated in Malta, with its registered address Number 2, Geraldu Farrugia Street, Zebbug, Malta. Company registration number: C82060.
Operators Websites?means the online gaming websites operated and/or managed by the Operators
Parties?means the Company and the Affiliate (each a Party).
1.1 The Company is in the business of offering marketing, logistical and general support services in connection with the Operators business operations. The Company has entered into an agreement with the Operators, both of which are licensed by the Malta Gaming Authority and the UK Gambling Commission., The Company operates the Armstrong Affiliate Program.
1.3 This Agreement governs the terms and conditions which are related to the promotion of the Operators Websites by the Affiliate, whereby the Affiliate will be paid a commission as defined in this Agreement depending on the traffic sent to the Operators Websites and as subject to the terms of this Agreement.
1.4 The definition of the term net revenue can be found within clause 20 of these terms. In the case of an introduction of another product, or group of products in the future, company and/or Armstrong Operations Limited reserves the right to use an individual definition of the term net revenue for each product.
2. Acceptance of an Affiliate
The Company shall evaluate the affiliate application form hereby submitted and shall inform the applicant in writing (email) or verbally (phone)whether the requested membership is accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion.
3. Qualifying conditions
3.1 The Affiliate hereby warrants that he/she:
4. Responsibilities and Obligations of The Company
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.
4.4The 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 Companys 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 beutilised 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. Company's Rights to refuse or close accounts and applicants
5.1 The Company may refuse any applicants New Customer or close a New Customer's account if in the sole opinion of the Company, such action is deemed to be necessary to comply with Armstrong Operations Limited internal policies and/or to protect the interest of Armstrong Operations Limited.
5.2 The Company may refuse any applicant Affiliate and/or may close any Affiliate's account if in the sole opinion of the Company it is necessary to comply with Armstrong Operations Limited internal policies and/or to protect the interest of Armstrong Operations Limited. If the Affiliate is in breach of this Agreement, the Company may, besides closing the Affiliate's account take any other steps at law to protect its interests.
6. Responsibilities and Obligations of The Affiliate
6.1 The Affiliate hereby warrants and undertakes:
(a) to use its best efforts to actively and effectively advertise, market and promote the Dreamz Website as widely as possible in order to maximize the Parties benefits and that it will abide by the advertising guidelines of the Company as may be communicated to the Affiliate from time to time and/or made accessible online;
(b) to market and refer potential players to the Dreamz Website at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement;
(c) to ensure that all news, offers and promotions in relation to Dreamz are current and up to date;
(d) to refrain from altering any Approved Marketing Material unless otherwise consented by the Company;
(e) to use only links provided within the scope of this Agreement; and
(f) to be responsible for the development, the operation, and the maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s).
6.2The Affiliate hereby undertakes, represents and warrants that:
(a) It will not perform any act, and that the Affiliate Website(s) neither does nor will contain any material, which is libelous, discriminatory, obscene, threatening,unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
(b) It will not target any person who is under the legal age for gambling, and shall, for example, not provide facilities for gambling which are meant to appeal particularly to children or young people;
(c) It will not target any jurisdiction where gambling and the promotion thereof is illegal. The Affiliate shall not be eligible for any commission on any product which is promoted in any jurisdiction where it is illegal to do so.
(d) It acknowledges the Company's ongoing commitment for the prevention of gambling addiction and that the Affiliate will cooperate with the Company to actively reduce gambling addictions by, for example, placing links provided by the Company on the Affiliate Website(s) which direct traffic to websites involved in the business of preventing gambling addictions;
(e) That it will not generate traffic to the Dreamz Website by illegal or fraudulent activity, particularly but not limited to by:
(i) sending spam or unsolicited mail in its attempt to refer New Customers to the Site;
(iii) 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 libelous, discriminatory, obscene, unlawful or otherwise unsuitable material and you are planning pop ads campaigns, pre-approval from the affiliate team is required in all cases.
(iiii) The Affiliate shall not engage in any marketing by way of PPC (pay-per-click), sponsored links, search engines? keywords, AdWords or similar promotion which utilizes any of the Brands or which are identical or similar to any of the trademarks or trade names from time to time or include the keywords Dreamz, Dreamz casino or any other variation or include meta tag keywords in PPC advertising? which are identical or similar to any of the Brands? trademarks or trade names from time to time or include the keywords Dreamz or Dreamz casino.
(iii) that it will not present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Dreamz Website and/or the Company or convey the impression that the Affiliate Website(s) is partly or fully associated with/from the Dreamz Website and/or the Company.
(f) Subject to the marketing material as may be forwarded by the Company and/or made available online through the website www.armstrongpartners.com, the Affiliate may not use the Dreamz Website or other terms, trademarks and other Intellectual Property Rights of the Company or its group companies unless the Company consents to such use in writing. For the avoidance of doubt, the Affiliate may not use Dreamz name or Intellectual Property Rights (including graphics and design material) in any bulk emails unless against prior written consent of the Company. The Company may terminate this Agreement if any spam complaints result from the Affiliates marketing activities in which Dreamz or any of its products/services have been referred to.
6.3 The Company reserves the right to freeze the Affiliates account with immediate effect and/or deduct money from the Affiliate if any traffic is deemed to have been referred through fraudulent means or in breach of this Agreement.
6.4 If it can be proven that affiliate earnings have been lost due to an incident of intellectual property theft, revenue generated by the offending Affiliate may be paid to the aggrieved party. Complaints shall be sent to [email protected] It is in the sole discretion of the Company to determine whether there is enough proof that the loss of earnings suffered by the aggrieved party resulted from an incident of intellectual property theft.
6.5 The Affiliate is to be aware that any operation from its end which runs counter to this Agreement may result in very serious consequences for the Affiliate itself, for the company, or for both Parties, including without limitation, fines, penalties, breaches of license conditions and ability to do business, as well as potential civil and criminal action against the Affiliate or company by the respective authorities. Without prejudice to any of the Companys rights herein or at law, the Company may forthwith terminate this Agreement, in part or in its entirety, or any of your accounts should you act in breach of the foregoing and you shall be held fully responsible and liable for any such resulting fine, penalty, claim, action, or loss which is caused to us as a result of your action or default as the case may be.
7.1The Company agrees to pay the Affiliate the Commission. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. The Affiliate shall be entitled to receive the Commission generated by the promotion of Casumo products and services and by New Customers referred by the Affiliate.
7.2The Commission is calculated at the end of each month and payments shall be made latest by the 30thof the following calendar month, provided that the amount due exceeds 200 or a higher amount chosen by the Affiliate in his/her settings of the affiliate account (the "Minimum Threshold"). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceed the Minimum Threshold.
7.3In the calculation of Commission where Net Revenue is negative due to Customer winnings and/ or administration fees and/ or cash items and/ or progressive contributions the said balance will be set to zero. A negative balance due to fraud costs will however be carried over where applicable, especially in cases such as Fraud costs and/ or any cost resulting from intellectual property theft.
7.4Payment of Commissions shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Application. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time.
7.5In case of overpayment, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or deduct the corresponding amount of overpayment to the Affiliate from the following months Commission, and each month thereafter, until the debt is repaid in full.
7.6In case of underpayment, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliates Commission in the following calendar month.
7.7The Affiliate's acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
7.8If the Affiliate disagrees with the balance due as reported, it shall notify the Company within thirty (30) days from the date of payment and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.
7.9The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
7.10No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.
7.11The Affiliate agrees to return all Commissions received based on fraudulent or falsified transactions and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).
7.12The Affiliate shall have the sole responsibility to pay 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 as a result of the compensation generated under this Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify the Company in that regard in the event that the Company had to disburse such amount.
8. Affiliate Website(s) and the Links
8.1The Affiliate expressly acknowledges and agrees that the use of the Internet and compliance with the terms of this Agreement are at the Affiliate's own risk. The Company makes no guarantee in relation to the accessibility of the Dreamz Website at any particular time or any particular location. The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of, the Dreamz Website.
8.2During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between the Company and the Affiliate.
8.3The Company has the right to monitor the Affiliate Website(s) in order to ensure the Affiliate's compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably requested in order to perform such monitoring.
8.4The Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the Intellectual Property Rights of the Company and its group companies or which include the word "Dreamz" or variations thereof. The Affiliate shall not create any applications or Internet pages falsely representing Dreamz in any way, shape or form on any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.).
8.5The Affiliate shall not take any action which could cause any confusion as to the Company's or the Dreamz Website's relationship with the Affiliate and the Affiliate Website(s).
8.6The Affiliate shall at all times comply with data protection and privacy regulations, legislation and subsidiary legislation as may be applicable from time to time. For example, the Affiliate shall always inform its users that tracking technology will be installed on the users hard drive when the user clicks on the Links and provide the user with an option to reject such installation.
8.7The Affiliate Website shall have at least an opt-in facility for the Customers to subscribe to the receipt of Advertising Material from the Affiliate via SMS or email. This is preferably done on a double opt-in basis. Should this facility be missing from the Affiliates end, any Advertising Material sent to the Customers would be considered as spam. In the event that Dreamz receives any complaints from Customers about spam, the Affiliate may be required by the Company to provide proof that the opt-in function has been provided to the Customer. Without prejudice, the Company reserves the right to freeze the Affiliates account as provided under Clause 6.2 (f) of this agreement.
8.7.1The affiliate is not allowed since 1st of January 2019 to promote Dreamz.com towards Swedish customers by using SMS or E-mail.
8.8Advertising Material sent to Customers by the Affiliate shall always contain anunsubscribefacility whereby the Customers can opt to stop receiving Advertising Material from the Affiliate.
8.9The Affiliate shall ensure that any marketing communication sent to customers, shall only be received by individuals who are of legal age in the jurisdiction where they reside.
9.1This Agreement may be terminated by either Party by giving thirty (30) days written (by email) notice to the other Party, provided that this Agreement shall be automatically terminated in the event that the company is precluded from offering the online gaming services to customers through the Dreamz Website.
9.2This Agreement may be terminated if the Affiliate is in material breach of its obligations according to this Agreement, provided the breach has not been remedied within three days after Dreamz has given notice of such breach. The three-day grace period shall not apply for fraud contemplated in clause 6.2 above.
9.3This Agreement may also be terminated if either party is declared bankrupt or insolvent by court order or if any bankruptcy or insolvency proceedings are commenced against the other party or in the event of any similar situation indicating that the other party is insolvent.
9.4Armstrong Operations Limited shall retain the right to terminate this Agreement immediately for business reasons or other reasons of internal policy and control. Armstrong Operations Limited endeavors to provide the minimum thirty (30) days prior notice as mentioned in clause 9.1, however, where this is not feasible, you shall nevertheless be entitled to compensation for a thirty (30) day period from the date of notice of termination, based on the amounts paid to you with respect to the immediately preceding thirty (30) days.
9.5The Parties hereby agree that on termination of this Agreement:
(a) the Affiliate must remove all references to the Dreamz Website from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;
(b) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any Intellectual Property Rights vested in the Company and the Dreamz Website;
(c) the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however provided that 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 after the effective termination date;
(d) if this Agreement is terminated by the Company due to the Affiliate's breach of any terms and conditions of this Agreement, the Company shall be entitled to withhold the Affiliate's earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach and it shall be in its sole discretion whether to pay such earned by unpaid Commissions to the Affiliate;
(e) the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and 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 in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.
10. Liabilities and Indemnification
10.1The Company shall not be liable (in contract, tort, breach of statutory duty or in any other way) for:
(a) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings);
(b) any indirect or consequential losses; or
(c) any loss of goodwill or reputation.
10.2The Affiliate agrees to defend, indemnify and hold the Company and its group companies/affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from:
a) any breach of Affiliate's representations, warranties or obligations under this Agreement;
b) save for the provisions of clause 6.4, the Affiliate's use (or misuse) of the marketing material and the Company's and/or its group companies' Intellectual Property Rights;
c) all conduct and activities occurring under Affiliate's user ID and password;
d) any defamatory, libelous or illegal material contained on the Affiliate Website(s) or Affiliate's information and data;
e) save for the provisions of clause 6.4, any claim or contention that the Affiliate Website(s) or the Affiliate's information and data infringes any third party's intellectual property rights or violates any third party's rights of privacy or publicity;
f) third party access or use of the Affiliate Website(s) or the Affiliate's information and data;
g) any claim related to Affiliate Website(s) or the Links; and
h) any violation of this Agreement or any applicable laws.
10.3The Company and its group companies reserves the rights to participate, at its own expense, in the defense of any matter or claim in relation to the above.
11.1All Information shall be treated as confidential. The Affiliate shall use the Confidential Information only for the purposes necessary to further the commitments of this Agreement. For avoidance of doubt, the Affiliate must not use the Confidential Information for any own commercial purpose or any other purpose other than those in this Agreement.
11.2The Affiliate agrees to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless with the Companys prior written consent
11.3The Affiliate shall only use customer data provided by the Company. Any Confidential Information (including but limited to contact numbers and residential addresses) provided by customers to third parties shall not be used by the Affiliate to provide the Services to the Company under this Agreement.
11.4This clause 11 shall survive the termination of this Agreement.
12. Intellectual Property
12.1Nothing contained in this Agreement will grant either Party any right, title to or interest in the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights. It is understood that the Affiliate only has a right of use of the Approved Marketing Material provided by the Company.
12.2All 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.
12.3At no time during or after the term of this Agreement shall a Party 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.
12.4Armstrong Operations Limited hereby grants the Affiliate a non-exclusive royalty free licence to use its Intellectual Property Rights in accordance with the terms and conditions of this Agreement. This licence shall terminate simultaneously with the termination of the Agreement.
13. Relationship of the Parties
13.1 Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party's employees, agents, or representatives) as an employee, agent 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, commitment or to impose any obligation on behalf of the other Party.
14.1In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail.
14.2Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.
14.3No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.
14.4Any 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 DreamzWebsite 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.
14.5The Affiliate may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of the Company. The Company may assign this Agreement and all its rights hereunder to any group company or third party.
14.6The Company's failure to enforce the Affiliate's adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.
14.7The Company and the Affiliate will work in close cooperation at all times for the mutual benefit of making the provision of services in line with this Agreement a successful collaboration.
14.8Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the 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 this Agreement with immediate effect by providing a written notice.
14.9Unless otherwise expressly agreed, this Agreement shall constitute the entire agreement and understanding superseding any agreement between the Parties. In case of conflict between this Agreement and any other agreements entered into between the Company and the Affiliate, the contents of this Agreement shall prevail. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.
15. Amendments to this Agreement
15.1The 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. When possible, a 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.
15.2It shall be the sole responsibility of the Affiliate to keep updated with the latest version of this Agreement.
16. Governing Law & Jurisdictions
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. Each Party irrevocably submits to the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.
17 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 labor 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.
18. Standard Commission Structures
Commissions are paid out as a percentage of the net revenue.Bets - wins - 25% admin fee* - paid bonuses**??transaction costs & chargebacks??applicable gambling taxes and VAT
* the admin fee is a value which contains the license fee, transaction fees, game provider fee and platform fee
** 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, not including corporate income tax or equivalent. 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.
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:
In addition to the above, the Affiliate shall not:
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 C ? Sweden Specific Conditions
The restrictions included within this Annex C 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 present in Sweden, should comply with the requirements of both Annex A and this Annex C.?
The Affiliate expressly undertakes to clearly identify the operator on whose behalf the marketing communication is made, while further delineating the minimum age allowed to play the relevant game.
The said marketing communication is to contain contact details pertaining to an organisation which provides information and support in connection with gambling issues, in conjunction with commercial communications stating the risks for health of problem gambling in a practical and transparent manner.
The Affiliate shall further ensure that:
????????????? With the exception of welcome offers, no other bonuses shall be promoted or advertised with respect to the content of the Operator Websites.
????????????? The relevant marketing material shall not exert pressure to gamble or otherwise disparage abstention through timing, location or nature of the commercial communication. Without limitation, do not use the terms Play Now, Deposit Now, Play Fast, Register Fast, or similar words that indicate an urgent call to action;
????????????? No use of the terms no-account, anonymous play, no registration or any other similar terms which provide a misleading message to players;
????????????? The marketing material does not reproduce gambling in a context that connects it with strength or responsibility;
????????????? The marketing material does not convey or produce divergent opinions about restrained gambling;
????????????? The marketing material does not invite or encourage the player to gamble in order to cover previous economic losses;
????????????? The marketing material does not imply that it is without risk to gamble or that there are some products that cannot lead to gambling problems;
????????????? The marketing material does not hint at stereotype conceptions with respect to male and female;
????????????? when sending marketing material via email, the communication shall at all times contain a valid address to which the recipient can send a request that the marketing cease;
????????????? ?refer a friend? or similar programmes are not utilised;
?????????????????? the Swish logo and/or other known features thereof including its symbols, fonts and colours shall not be used within the Affiliate site and in any other promotional and/or marketing material made available thereby. Without prejudice to the aforementioned, the wordmark ?Swish? and the verb ?swisha? may be utilized, provided this is done in accordance with the Swish guidelines and is accompanied by neutral information confirming that Swish is an accepted payment method ? eg. ?You can now paying using Swish?. Descriptive adjectives utilized in conjunction with the Swish wordmark or the verb ?swisha? is expressly prohibited ? eg. ?It?s faster/easier with Swish?.?
????????????? the BankID wordmark or logo shall not be used within the Affiliate site and in any other promotional and/or marketing material made available thereby. Alternative phraseology which serves to strictly describe the service being offered, however, may be utilized, eg. ?registration via bank identification? or similar wording.
??? The Affiliate should never advertise or promote any event/market where the majority of participants are U18 or where the event is on a player himself who is U18 (such as promoting bets on players that are U18, despite playing an international match)
???? The Affiliate shall include main conditions in respect to each welcome offer within each impression, as included in the operator website. This would, amongst other details, include the following criteria:
a) any deposits needing to be done to activate the bonus
b) the term within which the promotion of any welcome offers shall be utilised by
c) wagering requirements
d) that a player shall be ineligible to benefit from the same offer if he/she had previously utilized a welcome offer being offered by another brand operated by MT SecureTrade Limited (a company forming part of the Gaming Innovation Group of companies).
Lastly, the Affiliate shall more generally ensure that the marketing conducted in Sweden shall be moderate and in line with the provisions contained in Annex A and this Annex C. Should the Affiliate be unsure as to whether its proposed marketing materials comply herewith or otherwise, they are invited to seek the prior approval of the Company.??
Annex D ? Netherlands Specific Conditions
The restrictions included within this Annex D are over and above those contained in Annex A.Our policy is not to pay any commission for any new traffic (from the 15th March 2019 onwards) deriving from the Netherlands which is generated as a result of promotion on channels which breach the below conditions.?We do not permit any advertising of our brands on:
??????? .nl, or .be sites;
??????? Sites or other channels which are in Dutch irrespective of the top level domain;
??????? Sites or other channels which are in English however make specific reference to the Netherlands (such as ?Best Dutch Online Casinos? or ?Casinos that Accept Dutch Customers? or any similar sites or channels, including social media channels);
??????? Promotions of our brands on any site or other channel alongside any article which makes reference to the Netherlands, including also the legal situation in the Netherlands;
??????? Sites or other channels on which the iDeal payment method is referenced;
??????? Sites or other channels where there are specific Dutch themes;
??????? Sites or other channels that have a name which is typically associated with the Netherlands;
??????? Sites or other channels where the audience is typically Dutch;
??????? Any channel of an affiliate, if the affiliate itself promotes its brand in the Netherlands (such as in bars, on bus-stops, on Dutch TV, Dutch Radio etc.)?
Annex E??Switzerland Specific Conditions
The restrictions included within this Annex E are over and above those contained in Annex A.
Our policy is not to pay any commission for any new traffic (from the 15th March 2019 onwards) deriving from Switzerland which is generated as a result of promotion on channels which breach the below conditions.
We do not permit any advertising of our brands on:
?Sites or other channels which are in English however make specific reference to Switzerland (such as Best Swiss Online Casinos or Casinos that Accept Swiss Customers or any similar sites or channels, including social media channels);
?Promotions of our brands on any site or other channel alongside any article which makes reference to Switzerland, including also the legal situation in Switzerland;
?Sites or other channels where there are specific Swiss themes;
?Sites or other channels that have a name which is typically associated with Switzerland;
?Sites or other channels where the audience is typically Swiss;
?Any channel of an affiliate, if the affiliate itself promotes its brand in Switzerland (such as in bars, on bus-stops, on Swiss TV, Swiss Radio etc.)