Terms and Conditions
Carefully read this document before accepting this
agreement.
To participate in the COMPANY's affiliate network, you must
accept these terms and conditions without modification. If you do
not agree with these terms and conditions (or are not authorized
to do so) you must not use the COMPANY affiliate network.
General service requests can be sent
to
[email protected] If you have any inquiries about
these terms and conditions, do contact us at the same email
address or use the contact form on the Site.
1. Definitions and Interpretation
1.1 "COMPANY", "we", "our", "us", “Site” means SlotsTotoAff
affiliate program which provides marketing services to a number
of brands operated by its Group, or, the relevant company in the
Group as the case may be. "You", "your", and/or "affiliate" mean
the individual or entity that has agreed to promote brands
supported by COMPANY in return for bounties and/or
commissions on the players that are referred to COMPANY in
accordance with this agreement.
"Affiliate account" and "player account" mean the uniquely
assigned accounts created for a player or affiliate when they
successfully register. Affiliate accounts and player accounts are
kept completely separate and their respective login combinations
(username/password) will only work on the sites originally
registered upon."Affiliate area" means the area of the site that is accessible to
you (you may need to access some parts of this area by logging
on with the security code you are assigned by us when you sign
up as an affiliate in the affiliate network and associated password)
and which provides certain 'member only' functionality, including
facilities to check relevant statistics, manage campaigns, update
your profile, create additional tracking links, manage tracking links
and creative selection.
"AFFILIATE EARNINGS" mean any earnings that the affiliate
accrues from activity on the players they have successfully
referred to COMPANY as qualified acquisitions. Applicable
commissions, bounties, and deficits are used to determine the
affiliate earnings.
"Agreement" means these COMPANY affiliate network terms
and conditions, applicable policies and such related promotion
terms and conditions that may apply from time to time. You
acknowledge and agree that COMPANY shall be entitled to
amend this agreement (or any part thereof) from time to time, as it
deems fit. The amended agreement shall take effect upon
publication on the sites and affiliate area. COMPANY may, but
shall not be obliged to notify you of such changes and as such,
please check the sites and affiliate area, regularly for revisions.
"Creatives" refer to any COMPANY approved advertisement
materials that can be used to promote COMPANY. These include
but are not limited to banners, html mailers, editorial columns,
images, logos, photos, drawings, sketches, emails, splash pages,
web pages, CD-ROMs, business cards, flyers, pamphlets,
brochures, guides, booklets, inserts, fold-outs, magazines, videos,
software, flash movies, podcasts, video podcasts and microsites.
"Fraud traffic" means transactions, deposits, withdrawals,
revenues or traffic generated on the services through illegal
means or any other action committed in bad faith to defraud us
(as determined by us in our sole discretion), regardless ofwhether or not it actually causes us harm, including transactions
involving stolen credit/debit cards, collusion, manipulation of the
service or system, bonuses or other promotional abuse, creation
of false accounts for the purpose of generating affiliate earnings,
and unauthorized use of any third-party accounts, copyrights,
trademarks and other third party intellectual property rights
(which, for the avoidance of doubt, includes our intellectual
property rights).
"Group" means COMPANY and the related companies of
COMPANY collectively.
"Handle" means a derivative of turnover, used by COMPANY, to
calculate a player's activity on a particular product; the total
money wagered by each player.
"Intellectual property rights" means rights to all existing and
future patents, trademarks, design rights, service marks, trade
dress, trade or business names (including domain names),
registered designs, copyright (including rights in computer
software), moral rights, database rights, format rights and
topography rights (whether or not any of these is or are registered
and including applications for registration) know-how, trade
secrets and rights of confidence and all rights and forms of
protection throughout the world of a similar nature or with similar
effect to any of these for the full unexpired period of any such
rights and any extensions and/or renewals thereof.
"Marketing materials" mean the creatives and any other
marketing materials (which may include the marks) that have
been provided or otherwise made available to you by us and/or
pre-approved by us.
"Marks" mean "COMPANY’s brand, logo, device, mark, domain
name or trade name that contains, is confusingly similar to, or is
comprised of the foregoing or any other name or mark owned or
adopted from time to time by us or any company within the Group."Promotional code" means an alphanumeric code that is made
available to the Affiliate to provide to prospective players.
"Qualified acquisition" means a player that has met certain
conditions to be considered a true value player. The criteria
for qualification can be configured on a campaign basis and
includes, but is not limited to, the following actions:
1. First deposit amount (channel specific)
2. Total deposit amount (channel specific)
3. Total handle (channel specific)
4. Minimum bet/buy amount (product and channel specific)
5. Handle amount (product and channel specific)
6. Revenue amount (poker specific)
"Site(s)" mean any websites and any other online site or platform
that is owned, operated or controlled by or on behalf of
COMPANY from time to time.
"Services" mean the service(s) offered to players on the sites.
"Spam" means any unsolicited email or other electronic
communication that you send.
"Term" means the period from the date that you acknowledge
and accept the terms of this agreement by indicating such
acceptance on the affiliate sign up form, until such time as this
agreement expires or is terminated.
"Tier" means an affiliate's classification of how many first-time
depositors he has secured.
"Tracking link(s)" mean tracker IDs and feeds (RSS), made
available by us in the affiliate area and that you may use to
connect players to our services from your website (or other
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, oursystem automatically logs the tracking URL and records you as
the referring affiliate.
1.2 The clause headings are included for convenience only and
shall not affect the interpretation of this agreement.
1.3 Any phrase introduced by the terms "including", "include" or
any similar expression shall be construed as illustrative and shall
not limit the sense of the words prior to those terms.
1.4 Any reference to "persons" includes natural persons, firms,
partnerships, companies, corporations, associations,
organizations, governments, states, governmental or state
agencies, foundations and trusts (in each case whether or not
having separate legal personality and irrespective of the
jurisdiction in or under the law of which it was incorporated or
exists).
1.5 This agreement is drafted in the English language. If this
agreement is translated into another language, the English
language text shall in any event prevail.
1.6 Any reference to a statute, statutory provision, ordinance,
subordinate legislation, code or guideline ("legislation") is a
reference to that legislation and all other subordinate legislation
made under the relevant legislation as amended and in force from
time to time and to any legislation that re-enacts or consolidates
(with or without modification) any such legislation.
2. Signing Up and Registration
2.1 In order to participate in the COMPANY affiliate network and
enjoy the accompanying privileges and benefits, you must
complete the appropriate affiliate sign up form and be registered
with us as an affiliate.
2.2 You represent and undertake that all information supplied by
you when registering and completing the affiliate sign up form are
accurate, true and complete in all respects. You shall also provide
us with such other information as we may reasonably request
from time to time. You acknowledge and agree that inaccurate,
incomplete or inadequate information provided by you may cause
the delay or retention of payment of applicable affiliate earnings.
2.3 It is also your sole responsibility to ensure that the laws
applicable to you do not prohibit you from participating in the
COMPANY affiliate network and performing your obligations
hereunder.
2.4 We may require further evidence of identification to verify your
application particulars. If there is any change to your registration
details as originally supplied by you, you shall notify us of the
relevant change without delay. In order to confirm your
particulars, COMPANY reserves the right, inter alia, to confirm
your particulars by any means available to us.
2.5 COMPANY reserves the right, without liability to you, to reject
your application without reference to you or assigning any reason
thereto.
2.6 Employees of COMPANY or its related corporations, partners,
agents, contractors, representatives and suppliers (including their
immediate family members, spouses, partners and housemates)
are not eligible to participate in the COMPANY affiliate network.
2.7 The affiliate program specifically promotes sites that do not
handle gambling by people resident in the United States of
America, Moldova, Malta, Cyprus and Israel; therefore, you must
ensure that your site does not target players in these countries.
3. COMPANY Affiliate Obligations
3.1 We grant you the non-exclusive, non-assignable, right to
direct players to the sites in accordance with the terms and
conditions of this agreement.
3.2 You shall ensure (and take adequate and appropriate
measures to ensure) that the players referred by you to us are of
the age of majority to participate in the services and that they
shall comply with the COMPANY general terms and conditions.
3.3 Referrals from affiliates are considered COMPANY players.
The affiliate relinquishes all rights and/or ownership to these
players once referred to COMPANY and these players shall be
registered as COMPANY members before they are considered
qualified acquisitions (subject to any other applicable criteria).
3.4 You will be solely responsible for the development, operation,
and maintenance of your site and for your own materials that
appear on your site. For example, you will be solely responsible
for ensuring that materials posted on your site are not libelous,
discriminatory, defamatory, offensive or otherwise illegal.
COMPANY disclaims all liability for these matters. Further, you
will indemnify and hold us harmless from all claims, damages,
and expenses (including, without limitation, legal fees) arising
directly or indirectly out of the development, operation,
maintenance, and contents of your site.
3.5 The COMPANY affiliate network is intended for your direct
participation. You shall not open affiliate accounts on behalf of
third parties. Opening an affiliate account for third parties,
brokering an affiliate account or the transfer of an affiliate account
are prohibited. Affiliates wishing to transfer an affiliate account to
another beneficial account owner must request in writing,
approval from COMPANY.
Approval is solely at COMPANY's discretion.4. Marketing & Advertisements
4.1 You will only use approved creatives and will not alter their
appearance nor refer to us in any promotional materials other
than those that are available from us.
4.2 We hereby grant to you a non-exclusive, non-transferable
license, during the term of this agreement, to use the marks and
marketing materials solely in connection with the display of the
promotional materials on your site pursuant to this agreement.
This license cannot be sub-licensed, assigned or otherwise
transferred by you.
4.3 Your right to use the marks and marketing materials is limited
to and arises only out of this license. You shall not assert the
invalidity, unenforceability, or contest the ownership of the marks
and marketing materials in any action or proceeding of whatever
kind or nature, and shall not take any action that may prejudice
our rights in the marks and marketing materials, render the same
generic, or otherwise weaken their validity or diminish their
associated goodwill. You agree that all use by you of the marks
and marketing materials inures to our sole benefit and that you
will not obtain any rights in the marks and marketing materials as
a result of such use. You must notify us immediately if you
become aware of the misuse of the marks and marketing
materials by any third party.
4.4 You shall not register or attempt to register any domain
names, trademarks or names that contain, are confusingly similar
to or are comprised of the marks and marketing materials, and
you hereby agree to transfer any such registration obtained by
you to us upon demand.
4.5 You shall not purchase or register keywords, search terms or
other identifiers for use in any search engine, portal, sponsored
advertising service or other search or referral service and which
are identical or similar to any of the marks or variations thereof.
4.6 For the avoidance of doubt all intellectual property rights of
COMPANY and the Group shall remain the sole and exclusively
property of the foregoing and you do not gain any rights to the
foregoing by reason of your use of the same.
4.7 All your marketing activities must be professional, proper and
lawful under applicable rules, regulations or laws (including any
laws in relation to the content and nature of any advertising or
marketing) and otherwise comply with the terms of this
agreement. You shall not authorize, procure, assist or encourage
any third party to:
4.8 Place the marks and/or marketing materials on any online site
or other medium where the content and/or material on such
website or medium is potentially libelous, malicious,
discriminatory, obscene, unlawful, sexually explicit, pornographic
or violent or which is, in our sole discretion otherwise unsuitable.
4.9 Develop and/or implement marketing and/or public relations
strategies that have as their direct or indirect objective the
targeting of marketing the sites, services or gaming in general to
any persons who are less than 18 years of age (or such
applicable age as may apply in the relevant jurisdiction),
regardless of the age of majority in the location you are
marketing.
4.10 Infringe any third party's intellectual property rights.
4.11 Disparage us or otherwise damage our goodwill or reputation
in any way.
4.12 Copy or otherwise create a Site that substantially resembles
the "look and feel "of the Sites, or promote a Site of this nature,
whether in whole or in part, nor utilize any such means or Site to
create the impression that such Sites are in fact the Sites (or any
part of such).
4.13 Frame any page of the Site(s) in whole or in part.
4.14 Read, intercept, modify, record, redirect, interpret, or fill in
the contents of any electronic form or other materials submitted to
us by any other person.
4.15 In any way alter, redirect or in any way interfere with the
operation or accessibility of the sites or any page thereof or
otherwise attempt to intercept or redirect (including via userinstalled software) traffic from or on any online site or other place
that participates in the COMPANY affiliate network.
4.16 Take any action that could reasonably cause any end-user
confusion as to our relationship with you or any third party, or as
to the ownership or operation of the sites or services on which
any functions or transactions are occurring.
4.17 Attempt to communicate to players whether directly or
indirectly on our sites to solicit them to move to any online site not
owned by us or for other purposes without our prior approval
including but not limited to via email, chat boards, or spamming
our tables.
4.18 Cause a betting pattern of any end-user that is indicative of
abuse of the SlotsTotoAff affiliate network and associated
remuneration structure, and in not consistent with the aims of the
SlotsTotoAff affiliate network and good faith business
opportunities offered therein.
4.19 Without prejudice to anything else in this agreement, if we
determine, in our sole discretion, that you have engaged in any of
the foregoing activities, we may (without limiting any other rights
or remedies available to us) withhold any affiliate earnings and/or
terminate this agreement immediately on notice.
4.20 Unless separately agreed otherwise, COMPANY will not, in
any way, promote affiliates.
4.21 For the avoidance of doubt, affiliates are responsible for all
costs associated with their marketing and advertisement
obligations under this agreement.
4.22 Without prejudice to clause 8, we reserve the right to
terminate this agreement with you immediately without liability if
there is any form of spamming originating from you or if you
advertise our services in any other way than in accordance with or
permitted by the terms of this agreement.
4.23 You may only offer bonuses and promotions to players on
the COMPANY’s behalf that are authorized and sanctioned by the
COMPANY, where you have an obligation to ensure that the
COMPANY’s promotion/bonus header and terms and conditions
for these bonuses and promotions use COMPANY’s prescribed
wording and are communicated and specified in any publication of
the same on your site, email or other media. Where there is a
discrepancy between the terms communicated in your offering of
the bonus or promotion and the terms specified to you by the
COMPANY, then the COMPANY shall be entitled to recover by
way of set off of any commission owed to you or other means, the
loss suffered by the COMPANY as a result of your noncompliance with the provision of this section 4.12.
5. Affiliate Earnings & Payments
5.1 Please take note that credit shall not be issued to any affiliate.
5.2 On joining this affiliate program your account will be set to our
default commission of 35% of net revenue subject to achieving a
new Qualified Accounts in any 3 month period where failure to do
so will result in a base commission rate of 25% of net revenue.
5.3 Should you elect to receive CPA instead, your earnings are
per player subject to actual playing for real money after deposit
without chargeback, where withdrawal without playing ordisproportionate chargeback by affiliate's referred players, may at
COMPANY's discretion disqualify entitlement to CPA earnings.
5.4 Your affiliate earnings are personal to you and you shall have
no claim to affiliate earnings or other compensation on business
secured by or through persons or entities other than you. You
cannot withdraw payments for or on behalf of another third party.
5.5 COMPANY reserves the right to change any affiliate earnings
structure (or any part thereof) from time to time, for any reason it
deems fit.
5.6 All affiliate earnings payments will be paid to your affiliate
account designated in your affiliate sign up form in the currency of
our choice. Payment will be made by wire, crypto (USDT, Tether
token) or any other method as we in our sole discretion decide;
however, we will use reasonable endeavors to accommodate your
preferred payment method.
5.7 Any charges for conversion, processing and delivering
payment to you will be deducted from your affiliate earnings. For
the avoidance of doubt, we have no liability to pay any currency
conversion charges or any charges associated with the transfer of
monies to your designated account.
5.8 In the event that we determine any activity to constitute fraud
traffic, or to otherwise be in contravention of this agreement, then
in our sole discretion we may: (i) pay the affiliate earnings in full,
(ii) recalculate them in light of such suspected fraud traffic or
contravention, (iii) delay payment of the affiliate earnings while we
investigate and verify the relevant transactions or (iv) forfeit your
affiliate earnings.
5.9 If you disagree with the reports or amount payable, do NOT
request or accept payment for such amount and immediately
send us written notice of your dispute. Further, deposit of
payment check, acceptance of payment transfer or acceptance of
other payment from us by you will be deemed full and finalsettlement. Notwithstanding the foregoing, if any overpayment is
made in the calculation of your affiliate earnings, we reserve the
right to correct such calculation at any time and to reclaim from
you any overpayment made by us to you.
5.10 Payment requests shall be processed on the 10th or 20th of
the following month in which the traffic was generated. If we
suspect the terms and conditions have been breached or the
occurrence of fraud traffic, the payment request may be held over
for investigation and your account frozen until we can validate that
there has been no breach of these terms and conditions. If your
account remains frozen as a consequence of this clause 5.9 for a
continuous period of 180 days then in the absence of: satisfactory
explanation; or evidence to prove legitimate dealings, funds
remaining in your account will be removed and your account
closed.
5.11 You shall comply with all applicable laws and any policy
notified by us through our site or otherwise in relation to money
laundering and/or suspicious transactions.
5.12 All affiliates shall be responsible for paying such taxes on
their affiliate earnings under the laws applicable to them.
5.13 If you wish to offer any incentives to potential players, you
are required by us to receive prior written approval before
commencing any such activity. In the event that you do not
receive such approval but offer such incentives, we reserve the
right to cancel your participation in the program, and refuse
payment of any previously earned, but unpaid, commissions.
5.14 Commission due to Affiliate at the end of each month can
never be negative. All negative amounts will be carried over to the
following months until any net loss is recovered from Net
Revenues generated in those succeeding months.
5.15 Due to strict anti-money laundering requirements we require
one or more forms of documentation to verify your identity beforewe can make a first payment out to you. If for a continuous period
of 180 days from our request for this verification documentation,
we have still not received the same from you then the funds
remaining in your account will become dormant. Upon becoming
dormant we will issue a warning advising that the funds remaining
in your account will be removed if the necessary verification
document is not received within the following 90 days, funds
remaining in your account will be removed and your account
closed.
5.16 In the case of CPA deals, if we do not receive any traffic for
a continuous period of 180 days, your account will become
dormant. We will issue a warning advising that the funds
remaining in your account will be removed and if no new traffic is
sent within the following 90 days funds remaining in your account
will be removed and your account closed.
5.17 Where the arrangement is based on a Revenue Share, if no
gaming revenue is generated for a continuous period of 180 days,
your account will become dormant. We will issue a warning
advising that the funds remaining in your account will be removed
and if no new traffic is sent within the following 90 days funds
remaining in your account will be removed and your account
closed.
5.18 If funds remain in your account for a continuous period of
60 days with no withdrawals during that time then your account
shall be deemed dormant at which point funds remaining in your
account will be removed. It is the affiliates responsibility to amend
or add the payment method of choice.
5.19 SlotsTotoAff will only pay on one CPA per a player. This
means that if you send a player to one brand you will earn the
CPA for the first brand and not any after.
6. Reports
6.1 We will track and report player activity for purposes of
calculating your affiliate earnings. The form and content of the
reports may vary from time to time in our sole discretion.
Generally, you can at your own initiative and timing, generate
your own reports regarding the qualified acquisitions signed up in
a particular period and/or the total amount due to you after any
deductions or set offs that we are entitled to make under this
agreement. We hereby exclude any and all liability for the
timeliness, accuracy or completeness of any such reports.
7. Confidential Information
7.1 During the term of this agreement, you may be entrusted with
confidential information relating to our business, operations, or
underlying technology and/or the affiliate program (including, for
example, affiliate earnings earned by you). You shall not disclose
or permit unauthorized use of any such confidential information to
third persons without our prior written consent and you will use
the confidential information only for purposes necessary to further
the purposes of this agreement. Your obligations with respect to
confidential information shall survive the termination of this
agreement.
7.2 If necessary, COMPANY reserves the right to inform a player
that they are under an affiliate.
7.3 For compliance with regulatory requirements, nothing in this
agreement shall prohibit or restrict COMPANY from reporting the
details of any affiliate or transaction hereunder to any applicable
regulator.
7.4 COMPANY may disclose to third parties information relating
to your agreement with us and other information disclosed by youto us, to in so far as is necessary for use by i) payment settlement
service providers, data verifiers, marketing and operational
service providers and financial institutions, to the extent
necessary for the completion of payments, online and offline
marketing campaigns, facilitate the opening of new accounts,
customer services and fraud prevention for services provided
through our website; ii) to any auditors, contractors or other
advisers auditing any of SlotsTotoAff Group's business
processes.
8. Term and Termination and Consequences
8.1 This agreement will take effect when you indicate your
acceptance of these terms and conditions on the affiliate sign up
form and continues until terminated in accordance with the terms
of this agreement.
8.2 You may terminate this agreement, with or without cause,
immediately upon written notice to us. You can send this written
notice via email, with 'Termination' in the subject line,
to
[email protected]
8.3 We may terminate this agreement, without cause at any time,
upon written notice to you. We may send such written notice via
email to such email address or by fax to such fax number, you
have provided to us in the affiliate sign up form.
8.4 For the avoidance of doubt, termination of the agreement will
automatically end your participation in the entire COMPANY
affiliate network and revocation of all privileges and licenses
granted hereunder. In particular:
8.5 You shall stop promoting the sites and all rights and licenses
given to you under this agreement will terminate immediately.
8.6 You shall return all confidential information and cease use of
any of the marks and marketing materials (including deleting and
purging the same from your computer systems).
8.7 Sections 7, 9, 10, 11 and 12.5 and such other provisions as
are necessary for the interpretation or enforcement of this
agreement after termination, shall survive any termination or
expiry of this agreement.
9. Warranties
9.1 You warrant and undertake that:
9.2 You have independently evaluated the desirability of
marketing the sites and services.
9.3 You have independently evaluated the laws that apply to your
activities and believe that you may participate in COMPANY
affiliate network without violating any rules or laws applicable to
you.
9.4 You are solely responsible for any and all activities that occur
under the access to and use of the services under your
username, account number, affiliate accounts and password
regardless of whether such access and/or use was authorized by
or known to you or not.
9.5 You shall not upload or distribute any files or data that contain
viruses, corrupted files or data or any other program, files or data
that may affect the operational performance of the services and/or
site(s).
9.6 You shall not 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 theservices and/or site(s), information or any transactions offered at
the foregoing.
9.7 The players that you refer to COMPANY are of legal age
under the laws that are applicable to them for the purposes of
their use of the services.
9.8 The players that you refer to COMPANY comply with the
COMPANY general terms and conditions as may be modified
from time to time.
9.9 You shall not post or transmit to any other users, any
unlawful, harassing, abusive, threatening, libelous, defamatory,
obscene, indecent, inflammatory, racially or ethnically
objectionable, pornographic or profane material, or any material
that could constitute or encourage conduct that would be
considered a criminal offense, give rise to civil liability, or
otherwise violate any applicable law.
9.10 You shall not conduct criminal or otherwise unlawful or
unauthorized activities and/or allow your account opened with us
to be used for any criminal or otherwise unlawful activities
including, without limitation, money laundering, under any law
applicable to you or us.
9.11 The contents on your website(s) do not infringe any third
party's intellectual property rights.
9.12 The contents and offerings on your website (including the
manner of offering the same) are consistent (and continue to be
consistent) with the COMPANY general terms & conditions as
may be modified from time to time.
9.13 You shall only use the affiliate area, site, services, marks
and marketing materials in accordance with the express terms of
this agreement.
10. Indemnity
10.1 You shall defend, indemnify, and hold us, our directors,
employees and representatives harmless from and against any
and all liabilities, losses, damages and costs, including legal fees,
resulting from, arising out of, or in any way connected with (a) any
breach by you of any warranty, representation or term contained
in this agreement, (b) the performance of your duties and
obligations under this agreement, (c) your negligence, (d) fraud
traffic attributable to your or your referred player or (e) any injury
caused directly or indirectly by your negligent or intentional acts or
omissions, or the unauthorized use of the affiliate area, sites,
services, marks, marketing materials and generally the
COMPANY affiliate network.
10.2 If you are in breach of the above Rake-Back prohibition as
set out in section 9.1.13 above, then, without limiting, and in
addition to, any other remedy that we may have under these
terms and conditions and agreement with you, or applicable law,
we may, in our discretion, send a warning notice to you. If you do
not rectify any breach capable of repair within the time prescribed
in our notice, then you will pay us a sum in compensation for the
breach, which we may assess, at our sole and absolute discretion
based on the type and scope of the breach and the damage
caused in the amount of up to US$30,000. You acknowledge that
any such compensation assessed by us will be our reasonable
estimate of the damage likely to be caused to the network for the
Operator's breach.
10.3 In each event of breach or non-compliance, in addition to
any other remedy that we may have under these terms and
conditions or applicable law, including its right to compensation as
described above, we shall also have the right, at any time, to seek
damages from you for any new or continuing violation of any of
the above provisions and to terminate your affiliate agreement
with us.
11. Disclaimers and Limitation of Liability
11.1 WE MAKE NO WARRANTIES OR REPRESENTATIONS
(WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR
OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK,
OUR SITES, ANY CONTENT, PRODUCTS OR SERVICES
AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR
SITES, SYSTEM, NETWORK, SOFTWARE OR HARDWARE
(OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE
ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO
THE QUALITY, MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF
THE FOREGOING. EXCEPT AS EXPRESSLY STATED
OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES,
REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS
ARE HEREBY EXCLUDED TO THE FULLEST EXTENT
PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR
OUR PROVIDERS OR UNDERLYING VENDORS) ARE
REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S),
NETWORK, SOFTWARE OR HARDWARE.
11.2 We may, in our sole discretion, use any available means to
block, restrict, remove or discount from your tracker certain
players, deposits or play patterns or reject the applications of
potential players and/or affiliates so as to reduce the number of
fraudulent, unprofitable transactions for any reason. We do not
guarantee, represent or warrant the consistent application and/or
success of any fraud prevention.
11.3 Our obligations under this agreement do not constitute
personal obligations of the owners, directors, officers, advisers,
agents, representatives, employees, vendors or suppliers of the
site or services other than as provided under this agreement.
Other than as expressly provided in this agreement, in no event
will we be liable for any direct, indirect, special, incidental,
consequential or punitive loss, injury or damage of any kind(regardless of whether we have been advised of the possibility of
such loss) including any loss of business, revenue, profits or data.
Our liability arising under this agreement, whether in contract, tort
(including negligence) or for breach of statutory duty or in any
other way shall only be for direct damages and shall not exceed,
in aggregate, the revenues generated and payable to you in
relation to the site(s) that the dispute relates to over the previous
12 months at the time that the event giving rise to the liability
arose. However, nothing in this agreement will operate to exclude
or limit either party's liability for death or personal injury arising as
a result of that party's negligence or for fraud.
11.4 All promotions can only be claimed once per person,
household, family, household address, email address, credit card
number, or shared computer environment such as a library,
workplace, fraternity, university or school.
11.5 COMPANY does not accept liability for the content or
accuracy of external websites.
12. Miscellaneous
12.1 All notices pertaining to this agreement will be given by email
address (or such other contact address) provided by you in the
affiliate sign up form (or as subsequently updated by you to us in
the event of change), and to us and if unsatisfied with the
response, then to claims. Any notice sent by email shall be
deemed received on the earlier of an acknowledgement being
sent or twenty-four (24) hours from the time of transmission.
12.2 There is no relationship of exclusivity, partnership, joint
venture, employment, agency or franchise between you or us
under this agreement. Neither party has the authority to bind the
other (including the making of any representation or warranty, the
assumption of any obligation or liability and/or the exercise of any
right or power), except as expressly provided in this agreement.
12.3 You understand that we may at any time (directly or
indirectly), enter into marketing terms with other affiliates on the
same or different terms as those provided to you in this
agreement and that such affiliates may be similar, and even
competitive, to you. You understand that we may re-direct traffic
and users from any of the sites to any other online site that we
deem appropriate in our sole discretion, without any additional
compensation to you.
12.4 Except where you have received our prior written consent,
you may not assign at law or in equity (including by way of a
charge or declaration of trust), sub-license or deal in any other
manner with this agreement or any rights under this agreement,
or sub- contract any or all of your obligations under this
agreement, or purport to do any of the same. Any purported
assignment in breach of this clause shall confer no rights on the
purported assignee.
12.5 This agreement (including any variation or modification
thereto) shall be deemed executed in Malta and shall be
governed by and construed in accordance with the laws of Malta
without giving effect to conflicts of law principles. You irrevocably
agree to submit to the exclusive jurisdiction of the courts of Malta
for the settlement of any claim, dispute or matter arising out of or
concerning this agreement or its enforceability and you waive any
objection to proceedings in such courts on the grounds of venue
or on the grounds that proceedings have been brought in an
inconvenient forum.
12.6 Whenever possible, each provision of this agreement will be
interpreted in such a manner as to be effective and valid under
applicable law but, if any provision of this agreement is held to be
invalid, illegal or unenforceable in any respect, such provision will
be ineffective only to the extent of such invalidity, or
unenforceability, without invalidating the remainder of this
agreement or any other provision hereof.
12.7 This agreement embodies the complete agreement and
understanding of the parties hereto with respect to the subject
matter hereof and supersedes any prior agreement or
understanding between the parties in relation to such subject
matter. Unless approved by our internal legal processes, no
modifications, additions, deletions or interlineations of this
agreement are permitted or will be recognized by us. None of our
employees or agents has any authority to make or to agree to any
alterations or modifications to this agreement or its terms.
12.8 Except insofar (and only to such extent) as this agreement
expressly provides that a third party may in their own right enforce
a term of this agreement, a person who is not a party to this
agreement has no right under any law or statute to rely upon or
enforce any term of this agreement.
12.9 Our failure to enforce your strict performance of any
provision of this agreement will not constitute a waiver of our right
to subsequently enforce such provision or any other provision of
this agreement.
12.10 Our rights and remedies hereunder shall not be mutually
exclusive, that is to say that the exercise of one or more of the
provisions of this agreement shall not preclude the exercise of
any other provision. You acknowledge, confirm, and agree that
damages 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; we may seek
enforcement or compliance 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, its being
the intention of this provision to make clear that our rights shall be
enforceable in equity as well as at law or otherwise.