Blazzio Partners Affiliate Partner Terms and Conditions
Effective Date: 01/05/2023
IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING AS AN AFFILIATE.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS, EXPRESSED BY ACTIVE ACTION (BY TICKING THE APPROPRIATE BOX) DURING REGISTRATION, FORMS A BINDING CONTRACTUAL AGREEMENT BETWEEN YOU AND BLAZZIO PARTNERS.
WHEN REGISTERING AS AN AFFILIATE WITH THE AFFILIATE PROGRAMME, YOU AGREE TO BE LEGALLY BOUND BY, AND COMPLY WITH OUR TERMS AND CONDITIONS.
The value of free credits, fraud adjustments or cash handed out to Referred Players by the casino or any other direct costs incurred to maintain the loyalty of Referred Player (e.g. the cost of a gift to Referred Player).
These Terms and Conditions, together with, where applicable, any other contractual instrument is concluded between the Parties in relation to the Affiliate Programme. To the extent that the said contractual instrument is governed by these Terms and Conditions, any reference to the “Agreement” as included therein shall also mean a reference to these Terms and Conditions. Further, any reference to this “Agreement” in these Terms and Conditions shall also include and refer to such other contractual instruments.
For the avoidance of doubt, these Terms and Conditions shall supersede any other terms and conditions applicable to such contractual instrument previously concluded between the Parties.
For the avoidance of doubt, these Terms and Conditions are considered as a legal agreement between the Parties.
You, the person (whether an individual or a company/corporate entity/organization), who has registered and been accepted by Blazzio Partners as an Affiliate participating in the Affiliate Programme.
An account opened and/or managed on behalf of an Affiliate on MyAffiliates.
Tracker IDs and feeds (Really Simple Syndication (RSS), made available by Us in the affiliate area and that You may use to connect players to Our Services from Your Website (or another electronic method) or using other marketing materials, for example promotional codes. When the relevant player opens his or her player account or keys in the applicable promotional code, Our system automatically logs the tracking URL and records You as the referring Affiliate.
A representative of Blazzio Partners is authorized to manage the Affiliate Program and communicate with Affiliates.
An individual and/or entity which You have a business relationship with and cooperate for the purpose of attracting traffic to the Website/s, or that You involve in any appropriate manner in the Affiliate Programme (including, sub-affiliates, owners of third-party sites/platform with which You have agreements for the placement of Links, etc.).
The Affiliate Programme operated by Blazzio Partners whereby the Affiliate promotes the Website/s via Affiliate Links.
Any websites on the world wide web which is/are maintained, operated, or otherwise controlled (whether directly, indirectly or through an Affiliate Network) by the Affiliate.
All laws, statutes, regulations, edicts, bye-laws, mandatory codes of conduct and mandatory guidelines, whether local, national, international or otherwise existing from time to time, which are legally binding on either Party and which are applicable to that Party’s rights or obligations under this Agreement. Any reference to Applicable Law means the document from the above list in the latest valid version (with all changes and amendments) at the time of application to the specific obligations.
Balances Carried Over
In the calculation of Fee where Net Win is negative due to Customer winnings and/or Admin Fees and/or Cash Items and/or Progressive Contributions the said balance shall be set to zero. A negative balance due to Fraud Costs shall however be carried over where applicable.
ASTARDA DWC-LLC, a company incorporated in the United Arab Emirates, having its registered office at Dubai South Business Center A3, Floor 3, Dubai, UAE, and company registration number 8992.
Means any word, name, group of letters, symbol, or trademark, or any combination of them, adopted and used by the Group to identify a specific Service and to distinguish that Service/s from other services provided by the Group or third party. This includes, but is not limited to, the “Blazzio”, “Gaembla”, “Blazzio.partners” and the Group’s brands, and further includes without limitation any and all of the trademark registrations/applications of the Group, any taglines or marketing slogans used by the Group, as well as any other brands (whether registered or unregistered) owned and/or used by the Group, as may be indicated by the Group from time to time.
The reversal of a payment made previously to Us by a Referred Player or the credit card-issuing bank or any other third-party payments solution provider. Chargebacks are regarded as Fraud for the purposes of calculating net revenues.
A ‘Cost-Per Acquisition’ deal, whereby the Company pays You a predetermined amount for each Referred Player, who has made a minimum deposit and/ or minimum wagering on the Website/s on the terms pre-agreed with the Affiliate Manager.
Data Protection Laws
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC in the current version with national implementations as applicable including any subsidiary legislation issued thereunder (as may be amended from time to time) and also, where applicable, the guidance and codes of practice issued by any relevant supervisory authority or similar authoritative entity.
The amounts due to You by the Company in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the profit-share model, cost-per-acquisition-model, or hybrid model, as the case may be.
Any form of fraud committed by an Affiliate and/or a Referred Player, which in Our sole opinion, is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:
Bonus abuse by a Referred Player or group of Referred Players;
Your (or a third party’s) encouragement to a Referred Player to abuse Our bonus offers;
Collusion on the part of the Referred Player with any other Referred Player;
Your (or a third party’s) offering or providing unauthorized incentives (financial or otherwise) to potential Referred Players to encourage them to sign up;
Dropping or stuffing cookies;
A Referred Player holding multiple accounts;
Use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Website/s or any related information or transactions
The costs incurred (financial or otherwise) by Us as a direct or indirect result of Fraud committed by You, Your employees, Sub-Affiliates, business partners, Referred Players, and/or third parties linked to Your Affiliate Account to whom You, as an Affiliate, have introduced the Service/s.
You hereby recognize the Company has basic requirements to the New Customers provided by Affiliates based on which We could have reasonable ground to consider traffic to be motivated. In this case, the Company has a right not to pay the Fee for such traffic.
You hereby recognize the Company could have reasonable ground to consider New Customers to be bonus abusers, money launderers, or fraudsters or assist in any form of affiliate fraud (whether notified by You or later discovered by the Company) and these New Customers could not be counted as a valid under the Affiliate Agreement, and thereby no Fee shall be payable in relation to Your traffic.
You hereby recognize that if 30% of New Customers of your total traffic volume made only a minimum first deposit during the current month, then such traffic shall be considered as motivated under the Affiliate Agreement, and thereby any Commission in relation to such New Customers can be frozen or no payable upon Company decision.
You hereby recognize that if more than 30% of New Customers of your total traffic volume made only a minimum first deposit during the current month, then the whole traffic volume shall be considered as motivated under the Affiliate Agreement. In this case, the Company has a right not to pay the Commission for such traffic.
You hereby recognize that if 20% of New Customers of your total traffic volume are found to be bonus abusers, money launderers, or fraudsters or assist in any form of affiliate fraud (whether notified by you or later discovered by us) do not count as a valid New Customers under the Affiliate Agreement, and thereby no Commission shall be payable in relation to whole your traffic.
The total revenue received from all bets and/or deposits of Referred Players that You have referred to the Website/s through the Affiliate Link. During the calculation, only the revenue received from the Website/s, the Affiliate Links to which were placed on the Affiliate Website/s, is taken into account. The calculation does not take into account revenue from other Services of the Group, obtained as a result of the actions of such a Referred Player. For the avoidance of doubt, any bet that is not accepted for a legitimate reason, at the sole discretion of the Company, shall not be considered a settled bet and shall not be included in the calculation of the Gross Win.
Hybrid Reward Deal
A combination of two commission models: the Affiliate gets paid a one-time fixed amount when acquiring the new Referred Player, and a percentage from the long-term revenue generated from that Player. Hybrid plans usually combine the fixed commission of CPA deals and a percentage of the monthly revenue that Player spends on the Website.
Any and all intellectual property rights associated with Group and any and all of the Brands, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
Insertion Order (IO)
A document that is an integral part of this Agreement, which is usually directly signed by the Parties to confirm the conclusion of the Agreement, is binding and fixes specific payment details and terms of Cooperation between the Parties.
All markets where the Group's Service/s are rendered. Markets do not in any case include territories where provision of the Service/s is prohibited by law.
Third-party affiliate marketing software platform selected by Us to register, track and record the Affiliate, its activities and activities of Affiliate Network, as well as the activities of Referred Players.
Gross Win minus taxes, betting duties, third party commissions/fees for providing games and game software, Fraud Costs and Admin Fees, and any other costs incurred by the Group in providing services to Referred Players and participating in the Affiliate Program.
Either Blazzio Partners or the Affiliate as the context requires (jointly referred to as the ‘Parties’).
A ‘Pay-Per-Click’ Traffic is a model of digital advertising where the Affiliate pays a fee each time one of their ads is clicked. Essentially, Affiliates are paying for targeted visits to Website (or landing page or app) advertising campaigns.
An individual who has, for the first time and in an appropriate manner, registered for an account with Us directly through one of Your Affiliate Links. For the avoidance of doubt, players which are already Our customers shall not be considered “Referred Players”.If the Referred Player followed the Affiliate Links of more than one Affiliates before registering an account, it is taken into account for the calculation of the fees of only the Affiliate, whose Affiliate link was used last before registration. By opening an Account with Us, any Referred Player shall become Our customer and must comply with all Our applicable rules, policies, terms and conditions and operating procedures.
Revenue Share Deal
Revenue Share Deal is a reward plan where Affiliate can receive ongoing payments for as long as the Referred Customer keeps on using the Company's Services, or for a fixed period.
Second-level domain (SLD)
The section of a domain name that is to the left of the dot.
An online gaming or sportsbook service (including but not limited to casino, poker, bingo, rummy and sports betting) professionally rendered by any company of the Group.
An individual and/or entity that an Affiliate directs in any appropriate manner to participate in the Affiliate Programme (usually through a special referral link) and who can be linked to the Affiliate's unique Affiliate Account / identity and who has been approved by the Company to participate in the Affiliate Program.
Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.
Terms and Conditions
These terms and conditions, titled the ‘Blazzio Partners Affiliate Partner Terms and Conditions’.
The Company's analysis of the quality of the New Reffered Players attracted by the Affiliate. Traffic quality criteria are additionally discussed in writing by the Parties before the start of any cooperation in Affiliate Account.
The website https://blazzio.partners.com, and/or any other website belonging to, operated by or associated with the Group or Brand, and any other website as may be added by Us from time to time.
Us/ We/ Our/Company/Group
Blazzio Partners, and/or any and/or all of the companies are involved in the provision of Services under these Terms and Conditions or associated with Blazzio Partners and/or the Brand in one way or another.
You/ Your/ Member
You in Your capacity as an Affiliate, and any Sub-Affiliates which You may engage pursuant to this Agreement.
Your application to be an Affiliate (registration form) shall be reviewed following submission and You shall be notified in a timely manner of Our acceptance or rejection of Your application.
If the information provided by You upon registration is deemed insufficient, We reserve the right to reject Your application to become an Affiliate and/or to withhold pay-out.
Upon acceptance of these Terms and Conditions, You hereby accept the appointment as an Affiliate. For the avoidance of doubt, any auto-approval by Us does not imply that We may not re-evaluate Your application at a later stage.
You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of Service/s to Referred Players attracted by You and that You shall have no claims to any fees or other compensation on business secured by or through persons or entities other than You.
You further acknowledge that promoting or soliciting bets is subject to legal restrictions in some countries and may even be prohibited. Such restrictions may vary from time to time. You shall not enter into this Agreement if it targets any markets, where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. You shall be exclusively liable for such actions and shall hold Us harmless and shall fully indemnify Us for any liability incurred by Us in connection with Your violation of this provision.
We reserve the right to periodically (once every month) perform the Traffic Check. If the low-quality traffic is identified, Parties have the right to discuss the issue and if needed stop further cooperation.
2.1 License to direct potential Referred Customers to the Website/s
Upon acceptance as aforesaid, We grant You a non-exclusive, non-transferable, revocable license, during the term of this Agreement, to direct potential Referred Customers to the Website/s, in accordance with the terms of this Agreement.
2.2 License to use certain Intellectual Property (IP)
During the term of this Agreement, You are granted a non-exclusive, non-transferable, revocable right and license to use the Approved Marketing Material as defined below (hereinafter referred to as “Licensed IP”). The license in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:
a. The Licensed IP may be used solely and strictly as required for You to fulfill Your obligations under this Agreement;
b. The Licensed IP may not be sub-licensed, assigned or otherwise transferred by You to any third party without Our prior written permission;
c. You may not in any manner whatsoever, modify, alter, adjust, remove, crop, manipulate and create any derivate works of the Licensed IP;
d. You shall not, during the term of this Agreement or at any time thereafter, assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property rights in any action or proceeding of whatever kind or nature, and further You shall not take any action that may prejudice Our rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill;
e. You may not use the Licensed IP or any Intellectual Property in a manner that would create a confusion to customers, notably without limitation as to the origin of the marketed goods and services, portray Affiliate as forming part of the Group or impersonate the Group or the Brand;
f. You shall, at all times, fully comply with all the terms of this Agreement (including any restrictions contained herein);
g. All rights not expressly granted herein shall remain strictly with Us;
h. Your use of any other Intellectual Property of the Group or Brand shall be strictly subject to prior written approval;
i. We shall have a right to revoke the license as provided herein at any time and without cause.
Notwithstanding anything to the contrary, the Company retains the right to request a written agreement signed by both Parties detailing any other terms which the Company at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Licensed IP provided You abide by the terms set forth by the Company which shall be clearly stated within such Agreement.
2.3 Registration of Referred Players/Customers
We shall register Referred Players/Customers and shall track their gaming activity. We reserve the right at Our sole discretion, to refuse Referred Customers (or to close their accounts), if necessary in order to comply with any regulatory or legal requirements that may arise.
2.4 Financial reporting on Referred Player/Customer activity
The style, form, content, and frequency of generated reports may, at Our discretion, vary from time to time. You shall be provided with remote online access to generated reports of Referred Player activity and the Fees attracted by that activity. To gain access to these online reports, You shall need to use Your username and password that You provided during registration. We shall provide You with a unique tracking link - Affiliate Link, but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Referred Players referred by You if the links You use are incorrect, so You must ensure to copy the code exactly as presented in MyAffiliates. We shall not be liable to pay Fees on any Referred Players who are not tracked due to modified tracking codes or links. It is Your responsibility to inform Us immediately if the tracking link provided is broken or does not work correctly.
Please note that information on the number of involved Referred Players and the amount of income received from them may not be displayed correctly in the Affiliate's Account if You have established special terms of cooperation, or violations of the terms of this Agreement (for example, fraud) or non-compliance with legal requirements have been recorded. Accurate information regarding this data shall be displayed in the reports provided by Your Affiliate Manager, which shall be used as a basis for calculating the Fee.
2.5 Modification of the Terms and Conditions
We may amend, alter, delete, interlineate or add to these Terms and Conditions at any time and in Our sole discretion, by posting a change notice or a new agreement on this website and informing You by email, provided to Us in MyAffiliates. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Fees, fee schedules, payment procedures, and referral programme rules. Any amendments, alterations, deletions, interlineations or additions to these Terms and Conditions shall be effective immediately upon notice, by display on this website and/or on Your Account in MyAffiliates (‘Notice’), and shall supersede all previous versions. Your use of this website and/or continued marketing of Us or the Service/s after such Notice is given to You shall be deemed as the acceptance of such amendments, alterations, deletions, interlineations or additions, or the new Agreement should these Terms and Conditions be replaced in their entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version. Please note that no purported modifications, amendments, alterations, additions, deletions or interlineations of this Agreement by You are permitted or shall be recognized by Us. No employees, officers, representatives or agents of Company or the Group may verbally alter, modify or waive any provision of this Agreement.
By applying to be registered as an Affiliate, You warrant the following:
a. The information You provide Us with upon registration is complete, valid and truthful, and exactly matches the data in Your official documents (personal or corporate) as well as any other information You provide thereafter during the term of this Agreement;
b. In the event that You are not an individual, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such company/corporate entity/organization;
c. The execution of this Agreement by such individual, and the performance by You of Your obligations and duties hereunder, do not and shall not violate any agreement to which You are a party or by which You are otherwise bound;
d. That You have all requisites, legal and authoritative, to enter into this Agreement and to carry out and perform Your obligations under the terms of this Agreement and have obtained and shall maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfill Your obligations under this Agreement;
e. You shall comply with all Applicable Law and regulations (including Data Protection Laws, gambling and advertising laws) related to the performance contemplated under this Agreement;
f. Your performance of this Agreement shall not infringe the intellectual property rights or any other rights of any third party, including without limitation, right of privacy, right of publicity, contractual or other right of any person, or constitute any libel or slander of any person;
g. You ensure that the content of the Affiliate Website/s complies with any content and advertising obligations and/or restrictions imposed on the Company by legal and/or regulatory requirements and/or third-party suppliers;
h. To provide, at any given point, both before Your appointment as an Affiliate as well as at any point during the duration of the Agreement, whether You are a company/corporate entity/organization or an individual, upon Our request, any Due Diligence information, including but not limited to: proof of identity; proof of address; incorporation documents; company and/or group structure; verification documents regarding board members, directors, shareholders and beneficiaries; confirmation or otherwise of any political connections, sanctions, and adverse media; and any other documents and/or certificates;
i. To provide, at any given point during the duration of the Agreement, any such information to Us as We may reasonably require in order to enable Us to comply with Our information reporting and other obligations to any relevant supervisory authorities;
j. When carrying out activities on Our behalf, to conduct Yourself as if You were bound by the same license conditions and subject to the same codes of practice applicable to Us: do not actively target any jurisdiction where gambling and the promotion thereof is illegal or prohibited, do not perform any act which is libellous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
k. That You have effective mechanisms in place to prevent access to Your Affiliate Website/s by minors, including but not limited to, clear warning signs indicating the minimum legal age permitting individuals to consume the Service/s as stipulated in the laws of the relevant jurisdiction and You don’t use you types of marketing and advertising that are likely to appeal particularly to persons under the legal age of gambling, including but not limited to cartoons, comic book images and child and youth oriented language;
l. That any commercial communications which originate from You must include a message regarding playing responsibly and a message in this regard should be clearly placed and portrayed on Your Affiliate Website/s. Examples of such messages include, but are not limited to, the following: “If you play, play responsibly”; or “Uncontrolled gambling may have adverse consequences at a psychological level”;
m. That any commercial communications which originate from You must not overlap with the main content of the page or application, where it could block most of that content, without involving any prior action by users, except for those that are developed exclusively on the Website/s themselves. Apart from the previous case, commercial communications must never block browsing activities and it must be easy to close them or to stop their execution;
n. That any commercial communications which originate from You may not be placed on websites or apps which, in turn, promote gambling activities of entities without an operating license in a country where such a license is required, presenting them as addressing to residents of this country.
Solely where it is necessary for Us to ensure compliance with this Agreement or any Applicable Laws, You shall permit Us to conduct a reasonable audit Your books, records, systems, data, marketing communication consents and other materials.
You shall take reasonable steps to ensure the reliability and proper training of Your employees, officers and representatives and that such employees, officers and representatives understand the data protection and marketing requirements applicable to both the Affiliate and to Us.
It is Your sole obligation and responsibility to ensure that login details for Your Affiliate Account are kept confidential and secure at all times.
Any unauthorized use of Your Affiliate Account resulting from Your failure to adequately guard Your login information shall be Your sole responsibility, and You remain solely responsible and liable for all such activity occurring under Your Affiliate Account user ID and password (whether such activity was undertaken by You or not). It is Your obligation to inform us immediately if You suspect illegal or unauthorized use of Your Affiliate Account.
4.1 Your Affiliate Website/s
You are not allowed to register for the Affiliate Programme if Your Affiliate Website/s is considered unsuitable. Suitability shall be determined on a case by case basis by Our team.
4.2. Direct Marketing and Spam
If sending any direct marketing communications to individuals (including but not limited to, email and/or SMS) which: (i) include any of the Group’s or Brand’s Intellectual Property rights; or (ii) otherwise intend to promote the Website/s, You must first obtain specific and explicit permission from Us to send such direct marketing communications.
If such permission is granted by Us, You must:
Received consent from individuals to send third party (indirect) marketing communications in respect of the Group or Brand.
Ensure that the Group or Brand, as well as the purpose of such communication are properly identified to such individuals, and that their consent fully covers such communications as well as the respective channel used.
Cross-checked all marketing databases against all relevant registers which individuals may have registered with to prevent them from receiving marketing communications (such as the TPS).
Ensure that all marketing communications sent to individuals clearly identify the sender of such communications as well as the Group or Brand, and contain simple, free and appropriate means for the recipient to unsubscribe from future marketing communications.
Comply with (and ensure that its performance under this Agreement does not put You and/or the Group in breach of) all applicable Data Protection Laws, privacy, marketing and electronic marketing legislation, both within or outside the EU as may be applicable, including, without limitation, the EU General Data Protection Regulation (EU2016/679) and national laws supplementing its direct application or otherwise ensuring equivalent protection Directive 2002/58/EC, as transposed or modeled under national legislation and all subsidiary legislation under such Act, and any other applicable legislation. Any form of processing (as defined under the GDPR) and/or storing of personal data (including without limitation any e-mail addresses, IP addresses, opt-in record information) on the Group’s behalf shall be covered by a separate and relevant data protection agreement.
Immediately notify Us in the event of any breach of this Clause.
Immediately notify Us in the event that You receive, or have a reason to believe You could receive, a complaint from an individual or a competent regulator in respect of data protection and Your marketing practices.
Provide any and all necessary assistance to Us in order to enable Us to comply with Our data protection and marketing obligations in respect of this Agreement.
Upon the termination of this Agreement or following receipt of notice from Us, immediately cease sending any marketing communications to any individuals in respect of the Service/s.
Upon Our request, provide all documents, information, data or other materials required by Us to evidence compliance with this Agreement and with any data protection and electronic marketing communications requirements (including, without prejudice, evidence of all opt-in consent received by individuals in respect of receiving marketing for the Service/s, when and how such opt-in consents were achieved, and the language provided to individuals to obtain such opt-in consent).
Take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and/or marketing databases, and against the accidental loss or destruction of, or damage to personal data and/or marketing databases, including:
- implementing suitable encryption of personal data and/or marketing database
- pseudonymising personal data and/or marketing databases;
- regularly testing its security measures; and
- notifying and training staff and sub-processors (if applicable) regarding obligations under applicable data protection and marketing legislation.
Any complaints related to Spam or any sort of Direct Marketing in contravention of the rules above or contained in the data protection agreement shall be deemed to be a direct violation and breach of this Agreement.
Should We receive any complaints or legal claims regarding Spam or Direct Marketing sent by You (or someone under Your control), all the powers and rights conferred on Us under this Clause or elsewhere in this Agreement shall apply mutatis mutandis as relevant.
Any form of breach of this Clause shall result in Your Account immediately being placed under review and any Fees due to You being withheld pending an investigation. We shall be entitled to enforce a Penalty pursuant to Clause 8.4, which shall be deducted from Your Account. If this occurs, the amount of the Penalty shall be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us in accordance with Clause 8.4 (including without limitation expenses and/or damages in dealing with such breach of this Clause, or being blocked by third party Internet Service Providers) not be covered by funds in Your Account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You at the first instance.
Should You require more information regarding this Clause or You wish to report any incidences of breach of this Clause, please contact us at [email protected].
4.3 Approved Marketing Material
Once successfully registered as an Affiliate, You shall have access to Our banners, text and/or other online and offline promotional materials and certain Intellectual Property (collectively “Approved Marketing Material”). You may place said Approved Marketing Material on Affiliate Website/s, and/or utilize them via e-mail and/or direct marketing and/or social media and/or print media but You may not use any Intellectual Property of the Group (notably without limitation related the Brand or related trademarked material) with respect to mobile applications, notably without limitation as keywords for any mobile application or to impersonate the Group or the Brands, or create confusion as to the origin and/or nature of the goods and services provided within the scope mobile application. These are the designated methods by which You may advertise the Service/s and the Group and/or Brands.
It shall be Your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in these Terms and Conditions and any Applicable Law. We reserve the right to request You to take down any form of use of the Approved Marketing Material which it deems to be non-compliant with this Agreement or Applicable Law or infringing Intellectual Property of the Group.
Should You be in any doubt, please contact Us before publication. All Approved Marketing Material must be kept current and You shall utilize new Approved Marketing Material forthwith after it is made available to You by Us. Any further use of outdated Approved Marketing Materials is at Your own risk. We are not responsible for any consequences of the use of outdated Approved Marketing Materials and shall not compensate for any damages caused by such use.
4.4 Approved Layouts
In the absence of Our prior written approval, You shall only be permitted to use Our Approved Marketing Material as made available on MyAffiliates, or as supplied directly to You by Us, and You shall not alter its appearance nor refer to Us, the Service/s or Our partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorized and permitted representation of the Service/s Website/s.
4.5 Marketing Compliance
You shall comply with all advertising guidelines and legislation in the relevant Markets for the term of this Agreement, taking into account the specific type of Service/s provided by the Company.
4.6 Good Faith / Ethical Conduct
You shall not knowingly benefit from known or suspected traffic which, in Our reasonable opinion, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Group (notably without limitation the Brand) in conjunction with mobile applications or contrary to this Agreement, whether or not this actually causes damage to the Group or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like Cost-Per-Acquisition (‘CPA’), referring players which We deem low-value. In case 60% or more traffic generated by You is fraudulent, self We reserve a right to void those players from the rewards calculation.
4.7 Copying of Sites or Theft of Site Content
If it can be reasonably proven that Affiliate earnings have been lost due to an incident of copying theft, We reserve the right to pay revenue generated by the offending Affiliate to the aggrieved party. Complaints in relation to this Clause should be sent to [email protected] for investigation.
4.8 Your Restrictions
You shall not be entitled to any Fees in relation to any Sub-Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
You shall not earn any Fees on Your own customer Account registered with Us nor on the customer Account/s registered with Us of Your employees or family members.
Any personal details and payment details changes on Your Account in MyAffiliate can be done only per official request and further Due Diligence could be required. You are not allowed to make these changes unilaterally. During the updated details confirmation and Due Diligence process Your payment is set on hold.
4.9 Traffic Generated Through an Unsuitable Medium
Any form of traffic that is generated from any medium that is aimed at children, promotes violence, includes pornographic or narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring the Group into disrepute or prejudice its interests in any way or is capable of creating confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Agreement.
In addition, You are not permitted to pursue any link building strategies to promote non-compliant/ infringing content on Your Affiliate Website/s and/or social media pages. Any attempt in restricting Us access to viewing Your content is prohibited and may result in immediate action taken on Your Affiliate Account. For avoidance of doubt, use of any other methods in order to mask and misdirect website tracking tools/auditors, and/ or utilisation of bridge pages (websites whose sole purpose is to drive traffic to another site), link schemes (a technique to manipulate links to the content, or a certain domain), hidden texts/ links (a technique to hide text and links from the site visitor) and/ or keyword stuffing (technique to manipulate site ranking by stuffing the page with irrelevant keywords) is strictly prohibited.
It shall be Your sole responsibility to regularly monitor any and all of Your networks and traffic sources to ensure full compliance with this Clause at all times.
4.10 Manipulation/Advising Referred Players to the Detriment of the Group
You shall not advise or incentivise Your Referred Players in any manner which would negatively affect the profitability of the affiliate relationship between You and Us. Prohibited activities include, but are not limited to, advising Referred Players about ways in which the Service/s could be abused or manipulated.
4.11 Confidential Information
Except as otherwise provided in this Agreement, or with the consent of any of the Parties hereto, all Parties agree that all information, including, but not limited to, the terms of any additional agreement entered into between the Parties, business information and technology concerning Us or You, respectively, or any of Our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such Party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such Party hereto or its Affiliates. During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of the Group and/or the Affiliate Programme (including, for example, Fees earned by You under the Affiliate Programme). You agree to avoid disclosure or unauthorized use of the Confidential Information to third parties unless You have Our prior written consent, and that You shall use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. You agree to take reasonable security precautions, at least as great as the precautions You take to protect Your own Confidential Information, but no less than reasonable care, to keep confidential Confidential Information. You shall notify Us immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by You and shall cooperate with Us in every reasonable way to help Us regain possession of Confidential Information and prevent its further unauthorized use or disclosure.Your obligations with respect to Confidential Information shall survive the termination of this Agreement.
4.12 Data Protection and Privacy
You shall at all times comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (e-Privacy Directive) Regulations 2002/58/EC and any new or amended data protection acts, regulations or law applicable to Your territory and the territory of the promotion of the Service/s.
Should any activity which You are carrying out pursuant to this Agreement result in any form of processing or storage of personal data, the relationship between Us and You shall need to be assessed to ensure the role of each Party, and thereafter a separate and relevant data protection agreement shall be entered into.
You warrant that You shall cooperate with the Company fully and promptly in the event that We request information on Your data protection practices and You agree that the Company (as separate data controllers protecting their own interests) may monitor such data protection practices to ensure compliance with applicable Data Protection Laws.
Further to the above, You acknowledge that it may be necessary for the performance of this Agreement to share Your data, including Your personal data, with other companies within the Group including without limitation in order to grant or enforce the license to the Licensed IP and/or to process payments and manage the relations with the Affiliates. Likewise, You understand and acknowledge that We and/or any company within the Group may be obliged to share Your data, including Your personal data, with authorities and/or data subjects to comply with legal obligations or to exercise legitimate interests as discussed above.
Although Our goal is to always be as clear and transparent as possible, We appreciate that legal documents can sometimes be difficult to read. Please do not hold back from contacting Us for any clarification You may need.
4.13 Anti-Money Laundering
You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities. It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Programme to facilitate criminal activity.
You shall comply fully and promptly with any anti-money laundering related requests as We may require from You.
4.14 “Limitations on Advertising”
The following shall be strictly prohibited:
a. operator of the mobile application
You may not place digital advertisements on websites providing unauthorized access to copyrighted content or otherwise infringing any intellectual property of third parties.
4.15 Trademark Infringements
You acknowledge that the Group has registered trademarks in relation to the Brand and You agree that You shall not infringe or threaten to infringe, or carry out any unauthorized use of the Brand, the Service/s, or any other Intellectual Property, particularly in relation to:
a. the use of domain names (SLD) or brand names that are similar to the Brand and/or name of any Group company and/or variations thereof or words that are confusingly similar; or
b. any bid made by You to any internet search engine or mobile application on keywords including but not limited to the following: to Brand names and/or the name of any Group company; and/or variations thereof or words that are confusingly similar.
In the event of a breach of this Clause, We shall be entitled to exercise all means available to enforce or defend Our rights in the respective territory, and You shall thereby fully comply with Our requests immediately and without delay. Furthermore, in the event of a breach of this Clause, We shall not reward or pay for any traffic generated thereto and via such means.
4.16 Limitations on URLs
The use of Brand names, including but not limited to, Group’s trademarks or any variation of these names or any use of any words that are confusingly similar, in Affiliate Links is restricted and prohibited. Our Brand name may not be used in a derivative URL or subdomain.
The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website.You shall only use Affiliate Links provided by Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to Company’s Websites) is prohibited.
4.17 Restricted Territories
You shall not target individuals within jurisdictions or territories where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal, in particular, but not exclusively:
Afghanistan; Cambodia; Democratic People´s Republic of Korea; Netherlands and its territories, Dutch Caribbean including Curacao and Aruba; Ethiopia; Iraq; Islamic Republic of Iran; Lao´s People's Democratic Republic; Singapore; Syrian Arab Republic; Uganda; the UK and its territories; the USA and its territories; Vanuatu; Yemen; Cuba, Libyan Arab Jamahiriya, Myanmar, Sudan, France and its territories, Israel.
The list of countries is not exclusive and is given as an example, it may change from time to time, therefore, when carrying out any actions related to the promotion of the Service/s or Brand of any company from the Group in a particular territory, You must make sure that such activities are not prohibited in this territory and take into account all restrictions on advertising and promotion that exist. You warrant to indemnify Us against any damages that may arise as a result of Your failure to comply with the provisions of this Clause.
We reserve the right to take legal measures against You should You advertise the Group to any individuals within territories or jurisdictions as mentioned hereinabove, and furthermore We reserve the right to terminate Your Agreement should You be in breach of this clause.
4.18 Restricted Terms
In some cases We can accept the use of the term ‘Rakeback’ when promoting the Service/s. If ‘rakeback’ option was accepted, wagering requirements on Users provided by Affiliate should be met.
4.19 Responsible Gambling
The Company has ongoing commitment to responsible gaming and prevention of gambling addiction. You agree to actively cooperate with the Company to convey a responsible gaming message. Specifically, You shall not use any material or in any way target persons who are under 18 or the legal gambling age in their jurisdiction.
We offer three payment models of cooperation for Our Affiliates - Revenue Share Deals, CPA Deals, or Hybrid Deals, which are briefly described below. Each model shall be adapted to a specific Affiliate and may contain special terms of cooperation, which shall be discussed and recorded in the Affiliate Account or in correspondence via e-mail with the Affiliate Manager.
Please refer to Your Account on MyAffiliate for specific information regarding Your payment model, and the relevant terms below for specific guidance relating to Revenue Share Deals, CPA Deals, or Hybrid Deals, as may be applicable.
In any case, regardless of the payment model, the Fee shall be deemed to be inclusive of value added tax (hereinafter, the “VAT”) or any other applicable tax.
Minimum withdrawals for Affiliates is 0.0038 BTC or €100. Should you have earned a lesser amount, the money will remain pending in the system until you have collected enough money for us to process the cashout.
5.1 Terms Applicable to Revenue Share Deals
Under the Revenue Share Deal, You shall receive a payment based on income generated by Your Referred Players, based on the model outlined below. The interest of income You can earn shall depend on the number of First Time Depositing customers (FTDs) You attract.
Parties reserve the right to change such a model at any time with prior consideration and on agreement of both parties.
Dynamic Fee Growth Scheme by Revenue Share Collaboration Model
0 FTD to - 10 FTD - 25%
11 FTD to 30 FTD - 30%
31 FTD to 70 FTD - 35%
71 FTD to 100 FTD - 40%
101+ FTD - 45+%
Starting with each billing month, the Partner's Fee becomes 25%, and during this month, based on its result given FTD, the fee shall grow according to the table above. All additional terms are negotiated directly with Your Affiliate manager.
Calculation of Sub-Affiliate revenue share
Unless indicated on MyAffiliates or otherwise agreed between the Parties, the Sub-Affiliate revenue share is calculated as five per cent (5%) of the amount of Fee that Your Sub-Affiliates shall receive while participating in Our Affiliate Programme.
5.2 Terms Applicable to CPA Deals
Under the CPA Deal, You shall receive a predetermined amount for each Referred Player, who makes a minimum deposit and/ or minimum wagering (depending on specific agreements with You) after following Your Affiliate link, as outlined in the below model. There shall be no profit-share component under this model.
We reserve the right to change the CPA Deal at any time without notice.
Calculation of CPA Deal
All CPA deals are discussed directly with Your Affiliate manager. CPA rates depend on GEO, traffic source and other indicators.
Unless agreed otherwise between the Parties in writing, the first fifty (50) Referred Players under the CPA Deal are to be considered as a test phase in which We shall assess the quality of the Referred Players. After the test phase has been completed, We shall, in Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.
We reserve the right to withhold CPA payments for Referred Player Accounts that are identified as bonus abuse, suspended, closed for fraud, self-exclusion or for any other reasonable reason.
5.3 Terms applicable to Hybrid Deals
Under the Hybrid Deal, Your payment shall contain elements of both a Revenue Share Deal and a CPA Deal, based on the models outlined above.
For the avoidance of doubt, the terms applicable to Revenue Share Deals as outlined in Clause 5.1 and the terms applicable to the CPA Deals as outlined in Clause 5.2 shall also apply to Hybrid Deals.
5.4 Terms applicable to PPC Traffic
PPC Traffic could be accepted with prior approval/agreement from Our side.
5.5 Terms applicable to Admin Fee
Costs associated with Admin Fee are considered to be around 35% of Gross Win generated by the Player.
5.6 Payment Options
Payment shall be made by Us to You by way of the method selected by You upon registration or accessible through the ‘payment information’ section of Your Account at any time. You may only choose from:
Bank wire transfer (if selecting ‘bank wire transfer’ Your bank account must be able to receive Euro amounts)
Another payment method allowed by Blazzio Partners and accepted by You.
Please note that such payment methods as Skrill and Neteller are available to Affiliates only until Fee payments reach the mark of 10,000 Euros for the entire period of cooperation. Once this amount is reached, the further payment method is discussed directly with the Affiliate Manager.
The withdrawal of income from the Affiliate Programme is carried out from the moment when the Partner's account in its Affiliate Account exceeds the amount of 0.0038 BTC or €100 Euros. Not all payment methods shall support withdrawal from 100 Euros. Make sure that You use a payment method that supports withdrawal of such an amount.
(If Your Fee does not exceed 100 Euros (or another amount allowed for Your withdrawal method), the Company shall be entitled to withhold and carry forward the Fee until the total accrued Fee exceeds 100 Euros (or another amount, according to the method chosen by You).)
(If Your bank account is based in Canada or USA or You do not have an IBAN, unfortunately automated wire service shall not be available to You. Please set Your method to ‘Another payment method ’ and send an invoice each month to ([email protected] )
Should You fail to register a valid payment method and full correct details upon acceptance of these Terms and Conditions, We shall not contact You to inform You to update Your details, and We shall not be liable in any manner whatsoever for failure to pay You in such circumstance.
Should You fail to send us an invoice, or otherwise fail to claim any amount due to You within twenty-four (24) months from when such amount becomes due, such amount shall be written off and shall no longer be due to You.
We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising although We endeavor to process the Fees earned by You in the previous calendar month by the 15th day of the following month.
Payment to You shall be processed by the 15th of the following month in which the traffic was generated. If We suspect the Agreement has been breached or there was an occurrence of fraud traffic or if We need to investigate and verify that the relevant transactions comply with the provisions of the Agreement, the payment request may be held over for investigation and Your Account shall be frozen until We can validate that there has been no breach of these Terms and Conditions.
For the avoidance of doubt, wherever We suspect that You or a Referred Player has committed fraud or breach of any of the provisions of the Agreement, We reserve the right to freeze Your Account for a continuous period of 180 days and in the absence of: satisfactory explanation; or evidence to prove legitimate dealings, funds remaining in Your Account shall be removed and Your Account closed.
Based on strict anti-money laundering rules and policies Due Diligence should be done and relevant information provided (in accordance with Clause "h" of Article 3.0 of this Agreement) before We can make an initial payment out to You. If for a continuous period of 180 days from Our request for Due Diligence information, We have still not received it from You then the funds remaining in Your Account shall become dormant. Upon becoming dormant We shall issue a warning advising that the funds remaining in Your Account shall be removed if the necessary verification document is not received within the following 90 days, funds remaining in Your Account shall be removed and Your Account closed.
You agree to immediately return all Fees received based on fraudulent or falsified transactions and indemnify Us for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs). We shall have the right to collect any such indebtedness of You against any unpaid Fees to You, if any.
Should You wish to dispute or contest any amounts or Fees reflected in MyAffiliates which are due to You, You shall have the right to do so within thirty (30) days from when such amount falls due. Following the lapse of said thirty (30) days, such amount shall be considered final and cannot be disputed or contested under any circumstance.
The Company reserves the right to make payments to the Affiliate from any of its accounts or the accounts of any other Group company. For the avoidance of doubt, payment of services to the Affiliate according to these Terms and Conditions is considered to have been made properly (and, accordingly, the obligation the Company to pay has been fulfilled) if the funds are transferred from any account of Company or any companies of the Group. The Affiliate has no right to refer to the payment as improper and to demand re-payment, if the funds are credited from the accounts of other companies of the Group.
You shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other sums payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by You as a result of the Fees generated under this Agreement. We shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by You and You hereby indemnifies Us in that regard.
The term of this Agreement shall commence on the date of approval by Us of Your registration in accordance with Clause 1 and shall continue until terminated on notice by either Party.
We may terminate this Agreement at any given time, for the following reasons (but not limited to): fraudulent activity , breaking AML rules, law violation, spamming activity, breaking marketing rules, with such termination being effective immediately. Affiliate may terminate this Agreement at any given time, without assigning any reason thereto, by providing Us with at least thirty (30) days’ notice in advance. For the purposes of notification of termination, either Party shall notify the other in writing, and notification via e-mail shall be considered as a written form of notification and the Agreement shall terminate accordingly.
6.3 Consequences of Termination
In the event of termination of this Agreement for any reason:
You shall return to Us any confidential information and/or customer information, and all copies of it in Your possession, custody and control and You shall cease all use of any Intellectual Property, Licensed IP and of any Approved Marketing Material. You shall take immediate steps to transfer ownership to Us of any derivative URL established by You subject to Our prior consent, at a cost to Us not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. You and the Company and Our electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination shall not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination and shall not affect or limit in any way Our rights pursuant to Clause 8 hereof. You shall only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Agreement, You shall not be entitled to any unpaid Fees generated after the breach occurred, irrespective of whether this Agreement has been terminated or otherwise, until such breach is remedied. Upon termination of the Agreement, You shall not be entitled to any Fees generated relating to any Referred Players directed to the Group, and all monies earned by the Group from such Referred Players shall be retained in whole by the Group. We may withhold the final payment for up to three (3) months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Referred Customers after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
We are independent contractors, and nothing in this Agreement shall create any legal partnership, joint venture, agency, franchise, sales representative, employment relationship between the Parties, unless otherwise agreed to by both in writing. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any claims, representations, or warranties in connection with Company or the Group, and You shall have no authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by Us. You shall not make any statement, whether on Your site or otherwise, that conflicts with this Clause.
For the avoidance of doubt, You shall be solely responsible for the actions of any sub-contractors or other third parties which You engage, and for the actions of Your Affiliate Networks and for monitoring Your Affiliate Networks to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your sub-contractors or Your Affiliate Network, and We shall be entitled to take any action against You, without limitation, available under this Agreement or at law in respect of such breach.
Without prejudice to Our rights under Clause 8.4., You shall defend, indemnify, and hold Us and Our electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:
– Any breach by You of any warranty, representation, or provision contained in this Agreement;
– The performance of Your duties and obligations under this Agreement;
– Your negligence;
– Any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorized use of Our marketing materials and link or this Affiliate Programme;
– All claims, damages, and expenses (including and not limited to, attorneys’ fees) relating to the development, operation, maintenance, and contents of Affiliate Website/s;
– Any proceedings, penalties or sanctions imposed by the relevant authorities as well as any costs and expenses of legal representation, attorney’s fees incurred in relation to, arising out of or resulting from any breach or non-compliance, non-performance of this Agreement or any part thereof, or non-compliance with Applicable Law.
We make no express or implied warranties or representations with respect to the Affiliate Programme, or payment arrangements (including, without limitation, their functionality, warranties of fitness, product-ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of Our Website/s (including service and tracking) shall be uninterrupted or error-free. We shall not be liable for the consequences of any such interruptions or errors.
8.3 Limitation of Liability
Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by the Company including loss of profits, revenue, business, contracts, anticipated savings.
For the avoidance of doubt, You shall also be solely liable towards Us for breaches of this Agreement by Your Affiliate Networks or any Sub-Affiliates or third parties You engage.
We shall not be liable for any damages whatsoever, including direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Programme, even if We have been advised of the possibility of such damages.
Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, employees, representatives, consultants, agents or shareholders.
8.4 Contractual penalty
Notwithstanding anything to the contrary, in case of Your breach or threatened breach of any of the provisions of this Agreement as well as any direct violation thereof, You shall be liable to pay a penalty of fifty thousand Euro (€50,000) to Us for each such individual breach or threatened breach of this Agreement as provided herein (hereinafter referred to as ‘Penalty’). The payment of the Penalty to the Company shall be without prejudice to the Company’s right to claim compensation for any damage (including without limitation any indirect or consequential damage, loss of profits or any expenses incurred in relation to the breach or threatened breach) that exceeds the Penalty, which right shall not be affected nor limited by the payment of the Penalty. Furthermore, without prejudice to the Penalty, We shall be entitled to seek any equitable relief as a remedy for such breach, including injunctive relief concerning any threatened or actual breach of any of the provisions of this Agreement as well as any direct violation thereof.
The Penalty becomes due as of the moment of the occurrence of the breach or the moment of threatened breach, and if this is not paid on the first demand, the late payment interest in the maximum amount allowed by the Laws.
Our rights and remedies in these Terms and Conditions shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision.
You acknowledge that if You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to Us in terms of this Agreement, We may, without prejudice to any other right available:
immediately suspend Your membership of the Affiliate Programme; and/or
in Our absolute discretion, not pay You any funds due to You as Fees.
Additionally, if Your Account is not active or generating profit through Fee payments and We are unable to settle Your debts to Us from accrued but unpaid Fees, We shall have the right to demand payment of the Penalty as well as any additional payment from You.
We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged to do so in compliance with Applicable Law.
You acknowledge, that damages or a Penalty may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the Parties may be enforceable by specific performance, injunction, or other equitable remedy.
Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that the enforcement of Our respective rights and obligations shall not be limited in any way.
The rights and remedies outlined in this Clause, and in this Agreement, may be exercised against any or all of Your multiple Accounts in Our sole discretion.
Please note that creating multiple Accounts is only possible with prior approval from the Affiliate Manager, otherwise it shall be considered fraud and shall be grounds for blocking all Accounts and funds.
This Agreement shall be governed by the law of England and Wales.
Any disputes arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC UK), by a single arbitrator. The place of arbitration shall be London, England and the English language shall be used in the proceedings.
Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose and object of this Agreement.
You shall comply with, inter alia, all legislation, obligations and requests, as required by Us or by any authority in accordance with applicable legislation in the jurisdiction in which You or We are domiciled or operate in.
You warrant that You shall cooperate with Us fully and promptly in the event We request information on Your practices and You agree that We may reasonably monitor such practices to ensure compliance with applicable legislation. Should We discover non-compliance with any applicable legislation, We reserves the right to take any action which it deems necessary, including but not limited to terminating this Agreement with immediate effect, immediate closure of Your Affiliate Account and withholding all funds due to You. You agree to indemnify Us for any damages suffered as a result of a breach of this Clause and this Agreement and We further reserves the right to take any action to which We may be entitled, in the event that We suffer any damage whatsoever due to Your non-compliance with this Clause or this Agreement.
Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. For the avoidance of doubt, this Clause shall not apply to Affiliate Networks.
The Company may, without Your prior written consent, assign this Agreement to any company forming part of the Group or otherwise. You may not assign this Agreement, by operation of law or otherwise, in whole or in part, without Our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.
Our failure to enforce Your strict performance of any provision of this Agreement shall not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver shall be implied from conduct or failure to enforce any rights and must be in writing to be effective.
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 and precludes the possibility of performance of obligations, 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 an event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented, provided that when the force majeure event ceases, such non-performing Party shall inform the other and resume its obligations pursuant to this Agreement.
Any and all notices which You send to Us pursuant to this Agreement and/or which are related in any manner whatsoever to Your role as an Affiliate, shall be considered valid solely if:
a. made in writing; AND
b. sent by email to the Affiliate Manager handling Your Affiliate Account at the time; AND
c. sent to [email protected]