3.1 The Affiliate hereby warrants that he/she:
3.2 Is aged 18 or over, and is aged 21 or over in the case of the Affiliate being resident in Estonia.
3.3 Is competent and duly authorized to enter into legally binding agreements.
3.4 Is the proprietor of all rights, licenses, and permits to market, promote and advertise the Operators Websites in accordance with the provisions of this Agreement.
3.5 Will comply with all applicable rules, laws, and regulations in correlation with the promotion of the Company Websites.
3.6 Fully understands and accepts the terms of this Agreement.
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.
4.3 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 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 applicant’s 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).
6.2 The 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;
(ii) registering as a player or make 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 commission payable or to otherwise defraud Dreamz. Violation of this provision shall be deemed to be fraud;
(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.
(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 Affiliate’s 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 Affiliate’s 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 firstname.lastname@example.org. 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 Company’s 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.
7.1 The 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.
7.2 The Commission is calculated at the end of each month and payments shall be made latest by the 20th of the following calendar month, provided that the amount due exceeds €100 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.
7.3 In 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.
7.4 Payment 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.
7.5 In 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 month’s Commission, and each month thereafter, until the debt is repaid in full.
7.6 In case of underpayment, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following calendar month.
7.7 The 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.
7.8 If 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.
7.9 The 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.
7.10 No 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.
7.11 The 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).
7.12 The Company reserves the right to set limits for a minimum level of activity on Affiliate's accounts. Such minimum activity levels will be continuously reviewed and the Company reserves the right to terminate any agreement not reaching the limit. Such limit shall not be unreasonably high and shall basically reflect the intention of avoiding accounts where the revenue does not cover the Company's internal costs for maintaining the account and the payout procedure.
7.13 The 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
8.1 The 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.
8.2 During 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.
8.3 The 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.
8.4 The 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.).
8.5 The 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).
8.6 The 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.
8.7 The 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 Affiliate’s end, any Advertising Material sent to the Customers would be considered as spam. In the event that Casumo 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 Affiliate’s account as provided under Clause 6.2 (f) of this agreement.
8.8 Advertising Material sent to Customers by the Affiliate shall always contain an unsubscribe facility whereby the Customers can opt to stop receiving Advertising Material from the Affiliate.
8.9 The 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.
9.1 This 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.
9.2 This 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.
9.3 This 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.
9.4 Armstrong 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.
9.5 The 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
10.1 The 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.
10.2 The 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.
10.3 The 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.
11.1 All 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.
11.2 The Affiliate agrees to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless with the Company’s prior written consent
11.3 The 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.
11.4 This clause 11 shall survive the termination of this Agreement.
12. Intellectual Property
12.1 Nothing 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.
12.2 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.
12.3 At 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.
12.4 Armstrong 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.
14.1 In 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.
14.2 Should 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.
14.3 No 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.
14.4 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 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.
14.5 The 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.
14.6 The 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.
14.7 The 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.
14.8 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such 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.
14.9 Unless 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
15.1 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. 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.
15.2 It 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 net revenue share percentage is determined by the amount of new depositing customers referred by the affiliate within the month the commission is paid for.
18.1 Dreamz Commission Structure calculated on a monthly basis:
NDC/month Affiliate Commission:
0-10 NDC 25% of Net Revenue
11-20 NDC 30% of Net Revenue
21-30 NDC 35% of Net Revenue
31-49 NDC 45% of Net Revenue
50+ 50% of Net Revenue
* 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.