These Terms and Conditions are the main part of an agreement (hereinafter “Affiliate Agreement”) between You (hereinafter “You” or “Affiliate”) and
LevelUpCloud N.V., a company registered under the laws of Curacao with the registration number 162337, whose registered office is at Abraham de Veerstraat 9, Willemstad, Curacao. (hereinafter “Advertiser”, “We”, “Us” or “Our”),
hereinafter collectively referred to as the "Parties" and each individually as the "Party").
All payments on behalf of LevelUpCloud N.V. are provided by Dama N.V. as a payment agent.
By registering in Affiliate Application for the Affiliate Program, and by accessing and using any of Our marketing tools or accepting any reward, bonus or Commission, whether contained in the Affiliate Agreement or elsewhere as a part of Our Affiliate Program, You will be deemed to have read, understood and agreed to the Affiliate Agreement.
We may periodically make modifications to this Affiliate Agreement. Our Affiliates will be emailed with any term changes and we recommend You revisit this page regularly. Your continued use of the Affiliate Program constitutes Your consent to the updated Agreement.
1.1 “Affiliate” means You, the person or entity, who applies to participate in the Affiliate Program.
1.2 “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application was made by the Affiliate to take part in the Affiliate Program and approved by Advertiser.
1.3 “Affiliate Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of Advertiser and/or Websites made known to the Affiliate from time to time.
1.4 “Affiliate Application” means the application made by the Affiliate on Advertiser's websites (https://levelup-affiliates.com/) to participate in the Affiliate Program.
1.5 “Affiliate Links” means internet hyperlinks provided by Advertiser representative and used by Affiliate to link from the Affiliate's Website(s) or any other third party's website to Advertiser Websites.
1.6 “Affiliate Program” means a collaboration between Advertiser and the Affiliate whereby the Affiliate promotes Advertiser’s websites and creates Affiliate Links from the Affiliate's Website(s) to Advertiser Website(s). For such services, the Affiliate is paid a Commission depending on the generated traffic to Advertiser’s websites, subject to terms within this Affiliate Agreement and to the applicable product-specific Commission Structure.
1.7 “Affiliate Wallet” means an online wallet in the name of the Affiliate into which Advertiser calculates the Commission and any other fees due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement;
1.8 “Affiliate Website” means any website which is maintained, operated or otherwise controlled by the Affiliate.
1.9 “Advertiser” shall mean LevelUpCloud N.V. and its subsidiaries.
1.10 “Advertiser Websites” means the websites: levelupcasino.com, luckyelfcasino.com, www.wildcoins.io or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time;
1.11 “Commission” means the Affiliate income, which is calculated on Advertiser’s end within the Advertiser’s tracking platform and set out in the Commission Structures.
1.12 “Commission Structures” means a standard or any specific reward structure expressly agreed between Advertiser and Affiliate.
1.13 “Confidential Information” means any information of commercial or essential value relating to Advertiser such as, but not limited to, financial reports, trade secrets, know-how, prices and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of Advertiser Websites, marketing plans and manners of operation.
1.14 “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, and registrations of the aforesaid and/or any other similar rights of this nature.
1.15 “Net Gaming Revenue” or “NGR” means all monies received by Advertiser from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks. For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to Advertiser Websites by the Affiliate Website(s).
1.16 “New Customer” means a new, first-time customer of Advertiser who made a first deposit amounting to at least the applicable minimum deposit at Advertiser Websites’ player account, in accordance with the applicable terms and conditions of Advertiser Websites’. This excludes the Affiliate, its employees, relatives and friends.
1.17 “Parties” means Advertiser and the Affiliate (each a “Party”).
1.18 “Personal Data” means any information relating to any person, whether individual or legal, that is or may be identified, directly or indirectly.
2. AFFILIATE OBLIGATIONS
2.1 Registering as Affiliate
2.1.1 To become a member of Our Affiliate Program You must accept these terms and conditions by ticking the respective box while submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement.
2.1.2 We will, at Our sole discretion, determine whether or not to accept an Affiliate Application and Our decision is final and it is not a subject to any right of appeal. We will notify You by email whether Your Affiliate Application has been accepted or declined.
2.1.3 You will provide any documentation required by Advertiser to verify the Affiliate Application and verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.
2.1.4 It is Your sole obligation to ensure that any information You provide Us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.
2.2 Affiliate login details
2.2.1 It is Your sole obligation and responsibility to ensure that login details for Your Affiliate Account are kept confidential and secure at all times.
2.2.2 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.
2.3 Affiliate Program participation
2.3.1 The Affiliate Program is intended for Your direct participation. Opening an Affiliate Account for a third party, brokering or transferring an Affiliate Account is forbidden. Affiliates wishing to transfer an account to another beneficial owner must contact Us and request permission. Besides, You shall not open more than one Affiliate Account without Our prior written consent.
2.3.2 By agreeing to participate in the Affiliate Program, You agree to use Your best efforts to actively advertise, market and promote Advertiser Websites in accordance with the Affiliate Agreement and Advertiser’s instructions from time to time. You will ensure that all activities taken by You under the Affiliate Agreement will be in Advertiser’s best interest and will in no way harm Advertiser’s reputation or goodwill.
2.3.3 You may link to Advertiser Websites using Affiliate Links. This is the only method by which You may advertise on Our behalf.
2.3.4 Before starting sending traffic with Your Affiliate Links You should obtain written permission for launch from Advertiser. If You start sending traffic without Our permission, We retain a right to solely decline Your Commission for an unapproved launch. Advertiser permission for sending traffic is actual within the calendar month. For each new month You should get written permission to start sending traffic to Advertiser Websites.
2.4 Affiliate Website
2.4.1 You will be solely responsible for the development, operation and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws, including General Data Protection Regulation (GDPR), and functions as a professional website.
2.4.2 You will not present the Affiliate Website in such a way so that it may cause confusion with Advertiser Websites, or so that it may give the impression that it is owned or operated by Advertiser.
2.4.3 The Affiliate Website should not contain any defamatory, libelous, untruthful, discriminatory or otherwise unsuitable or illegal content (including, but not limited to, violent, obscene, derogatory or pornographic materials or content that would be unlawful in the targeted country).
2.5 Valid traffic and good faith
2.5.1 You should not generate traffic to Advertiser Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behavior shall be deemed as fraud.
2.5.2 You also should not attempt to benefit from traffic not generated in good faith. If You have any reasonable suspicion that any New Customer referred by You is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, You will immediately notify Us of this.
2.5.3 You hereby confirm that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by You or later discovered by Us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.
2.5.4 You should be ensured that all advertising materials and Affiliate Links render completely and function properly. All costs and damages resulting from technical problems relating to the advertising materials shall be borne by Affiliate.
2.5.5 You should provide Us with proofs of advertising materials placement, proofs of provided traffic sources and all other information and documents/materials requested by Us, which may be helpful to prove Your trustworthiness and genuineness of Your traffic. We retain a right to solely decline Your Commission if You do not provide Us with such requested information and/or documents/materials.
2.6 Unsuitable websites
2.6.1 You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring Our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise).
2.6.2 Unsuitable websites include, but are not limited to, websites that are aimed at children, display erotic, pornography or illegal sexual materials, acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or Advertiser, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be placed.
2.7 Affiliate Links
2.7.1 The Affiliate Links shall be displayed at least as prominently as any other sales links on the Affiliate Website.
2.7.2 You will only use Affiliate Links provided by Advertiser within the scope of the Affiliate Program. Masking Your Affiliate Links (for example hiding the source of the traffic sent to Advertiser’s Websites) is also prohibited.
2.8 Email and SMS marketing
2.8.1 If sending any emails or SMS communications to individuals which (i) include any of Advertiser’s Intellectual Property Rights; or (ii) otherwise intend to promote Advertiser Websites, You must first obtain Our permission to send such emails prior to starting sending.
2.8.2 If such permission is granted by Advertiser, You must then ensure that You:
184.108.40.206 have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication;
220.127.116.11 make it clear to the recipient that all marketing communications are sent from You and not from Advertiser;
18.104.22.168 provide the relevant and agreed marketing messages, links, use of the Advertiser`s Intellectual Property and/or any other promotional content;
22.214.171.124 don`t send any promotional offers relating to the Advertiser Websites to minor recipients;
126.96.36.199 comply at all times with all applicable direct marketing laws and Data Protection Legislation.
2.9 Use of Advertiser`s Intellectual Property Rights
2.9.1 Any use of Advertiser’s Intellectual Property Rights must be in accordance with any brand guidelines issued to You from time to time and are always subject to the previous approval requirements in the clause below.
2.9.2 You will not register domain names, as well as search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other referral services which are identical to any of Advertiser’s trademarks or otherwise include Advertiser trademarks.
2.9.3 Affiliate hereby assigns and transfers to Advertiser, without separate compensation, all rights, titles and interests that Affiliate may have or may hereafter acquire in the advertising materials and all related Advertiser’s Intellectual Property Rights throughout the world in all mediums now known or hereafter invented free of any encumbrances or liens. Affiliate will not contest the validity of Advertiser’s ownership rights or Advertiser’s Intellectual Property Rights in and to the advertising materials and hereby waives any rights in and to advertising materials.
2.9.4 Nothing in the Affiliate Agreement shall be construed as an assignment or grant to Affiliate of any ownership right in or to Advertiser’s Intellectual Property Rights, or any other right, title or interest in or to the advertising materials. Any use of the advertising materials shall inure to the benefit of Advertiser.
2.9.5 At the request of Advertiser, Affiliate shall execute such form(s) of assignment of copyright or other papers as Advertiser may reasonably request in order to confirm and vest in Advertiser the rights in the advertising materials as provided for herein.
2.10 Approved creative
2.10.1 It is prohibited for You to:
188.8.131.52 use any advertising layout or creative (including banners, images, logos) incorporating Our Intellectual Property Rights unless the advertising layout or creative was provided to You by Advertiser;
184.108.40.206 without the advance written approval of Advertiser (if advertising layouts are created by You).
2.10.2 You will not modify the appearance of any advertising provided to You or for which approval was granted.
2.10.3 It is Your responsibility to seek approval from Advertiser in time for the launch of any advertising campaign or creative, to ensure You have written approval from Advertiser in relation to advertising, and to be able to evidence such approval upon request.
2.10.4 In case of unapproved creatives usage by Affiliate, Advertiser has a right to decline Affiliate Commission for players, who came through unapproved creatives.
2.11 Loyalty Programs
2.11.1 It is prohibited for You to offer any cash-back/value-back or similar programs, other than such programs as are offered on Advertiser Websites.
2.12 Responsible Gaming
2.12.1 Advertiser has an ongoing commitment to responsible gaming and prevention of gambling addiction. You agree to actively cooperate with Advertiser to convey a responsible gaming message. Specifically, You will not use any material or in any way target persons under 18 years old or the legal gambling age in their jurisdiction.
2.13 Illegal activity
2.13.1 It is strictly prohibited to target any country, territory, or jurisdiction where gambling is illegal/prohibited or in which Advertiser should have a local license for providing gambling activities.
2.13.2 You will adhere to the relevant and/or applicable laws at all times, and You should not perform any act which is illegal in relation to the Affiliate Program, local laws or otherwise.
2.14 Data Protection and Cookies
2.14.1 You should at all times comply with the General Data Protection Regulation (GDPR) and any existing or new data protection acts, regulations or laws applicable to the target territory. This includes all applicable legislation and/or regulations relating to the use of 'cookies'.
2.15 Cost and expense
2.15.1 You shall be solely responsible for all risk, costs, and expenses incurred by You in exercising Your obligations under the Affiliate Agreement.
2.16 Advertiser monitoring of Affiliate activity
2.16.1 You should immediately provide Advertiser with all such assistance as is required and provide Us with all such information and documents as are requested by Advertiser to monitor Your activity under the Affiliate Program.
2.17 Commissions paid incorrectly
2.17.1 Affiliate agrees to immediately, upon the sole request of Advertiser, return all Commissions received based on New Customers referred to Advertiser in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions, or chargebacks.
3.1.1 You shall have no claim to Commission or other compensation on business secured by persons or entities other than You.
You shall have no claim to Commission or other compensation for business not tracked or reported because the Customer did not properly enter the necessary tracking information or because the Customer deleted the tracking cookie from their device.
3.2 License to use Advertiser Intellectual Property Rights
3.2.1 We grant to You a non-exclusive, non-transferable license, during the term of this Affiliate Agreement, to use Advertiser Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Advertiser. This license cannot be sub-licensed, assigned or otherwise transferred by You.
3.3 Players’ Personal Data
3.3.1 For the purpose of the services delivered under this Affiliate Agreement, it is understood that the Affiliate shall not have access to any Personal Data of Advertiser’s customers.
4. ADVERTISER OBLIGATIONS
4.1 We shall use Our best efforts to provide You with all materials and information required for the necessary implementation of the Affiliate Links.
4.2 At Our sole discretion, We will register any New Customers directed to Advertiser Websites by You and We will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements We may periodically establish.
4.3 We shall make available monitoring tools that enable You to monitor Your Affiliate Account and the level of Your Commission and the payment thereof.
4.4 We shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: Your username for logging in, Your email address, name, date of birth, ID number, Your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing Our business relationship.
4.5 Subject to Your strict adherence to the Affiliate Agreement, we shall pay You the Commission in accordance with Clause 6.
5. ADVERTISER RIGHTS AND REMEDIES
5.1 In the case of Your breach (or, where relevant, suspected breach) of this Affiliate Agreement or Your negligence in performance under the Affiliate Program, or failure to meet Your obligations hereunder, Advertiser shall have the following remedies available:
5.1.1 The right to suspend Your participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Affiliate Agreement. During such period of suspension payment of Commissions will also be suspended. The affiliate campaign should be stopped within 24 hours after receiving such notification;
5.1.2 The right to withhold any Commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate in breach of the Affiliate’s obligations under the Affiliate Agreement;
5.1.3 The right to withhold from the Commission monies which Advertiser deems reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of Advertiser which arises as a result of the Affiliate’s breach of the Affiliate Agreement;
5.1.4 Immediately terminate the Affiliate Agreement by sending a written notice to Affiliate;
5.1.5 The right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with clause 9.1.
5.2 Our rights and remedies detailed above shall not be mutually exclusive.
6. COMMISSION AND PAYMENT
6.1 All Affiliate Commissions are calculated on Advertiser’s end within the Advertiser’s tracking platform due to Commission Structure, mutually agreed by Parties before sending traffic by Affiliate to Advertiser Websites.
6.2 Every new Affiliate will first be on a test Commission Structure period. During the test Commission Structure period, Commission Structure can not be modified. All existing players after the test Commission Structure period remain on previously agreed Commission Structures. After the test Commission Structure period, which means 50 FTDs, the Commission Structure may be modified for new players based on the test Commission Structure period performance. Such changes must be discussed with a dedicated affiliate manager and mutually agreed by Parties.
6.3 Default payment terms are monthly postpayments NET15, which means that Affiliate Commissions are calculated due to Commission structure, mutually agreed by parties, at the beginning of the current month for traffic, brought in previous month.
6.4 Payment of Commission will be made by Our payment agent Dama N.V.. Due to existing regulations, Affiliates may be required to verify and submit “know your customer” documentation before a withdrawal can be accessed.
6.5 A minimum amount of 50 EUR or currency equivalent may be withdrawn from the Affiliate Wallet at one time. If Your Affiliate Commission is less than 50 EUR, Your funds will be transferred into the next payment period. After You reach 50 EUR on Your Affiliate Account balance, You may withdraw funds to Your Affiliate Wallet.
6.6 If an error is made in the calculation of Commission, Advertiser has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
6.7 Affiliate may, at Advertiser’s sole discretion, be provided with the opportunity to restructure its Сommission structure.
6.8 Affiliate’s acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. If Affiliate disagrees with the balance due as reported, they should notify Advertiser within fourteen (14) calendar days and clearly state the reasons for the disagreement. Failure to notify Advertiser within this time limit shall be considered an irrevocable acknowledgment of the balance due for the relevant period.
6.9 Commission shall be deemed to be exclusive of value-added tax or any other applicable taxes. Affiliate shall have the sole responsibility to pay any and all taxes, levies, charges and any other money payable or due to any tax authority, department or other competent entity as a result of receiving Commission generated under the Affiliate Agreement.
6.10 If fraudulent activity from Affiliate or their players occurs, Advertiser reserves the right to review Affiliate account(s). The payment request may be held over for investigation and Your account will be frozen until We can validate that there has been no breach of the terms and conditions of the Affiliate Agreement.
6.11 Advertiser has the right to check on with help of Affiliate Program the traffic sent by Affiliate. We will not accept traffic that is incentivized or display such characteristics. If the traffic is deemed, we reserve the right to cancel such Commission Structure and to withhold the CPA part earned by Affiliate. If Your Revenue Share balance within the Hybrid Commission Structure remains negative at the end of the month, it can affect the amount of CPA Commission.
6.12 If the player processes a chargeback, the disputed or chargeback revenue generated by You will be forfeited and therefore CPA amount cannot be paid to You for such traffic.
6.13 6.13 Advertiser reserves the right to move Affiliates with CPA Commission Structures into Our revenue share program if Advertiser determined that the bulk of Affiliate`s referrals are players who abuse the casino promotions.
6.14 To receive the first payment, the Affiliate is obliged to bring at least 5 active depositing players.
6.15 All crypto revenue (ETH, LTC etc.) is converted to BTC.
7. STANDARD COMMISSION STRUCTURES AND HIGH-ROLLER POLICY
7.1 STANDARD COMMISSION PLAN GOES HERE*.
7.1.1 25% of NGR, if monthly NGR** is equal to or below 500 EUR***;
7.1.2 30% of NGR, if monthly NGR is between 500 EUR and 1,000 EUR;
7.1.3 35% of NGR, if monthly NGR is between 1,000 EUR and 3,000 EUR;
7.1.4 40% of NGR, if monthly NGR is between 3,000 EUR and 6,000 EUR;
7.1.5 45% of NGR, if monthly NGR is more than 6,000 EUR.
*No Negative Carryover.
** NGR for standard Commission plan = GGR (Deposits - Winnings payouts) - 15% game providers fee - Issued bonuses - payment processing fee ((Deposits + Withdrawals) х 0.05)
*** Equivalent of fiat NGR to coin NGR on the day the bill is issued.
7.2 High-Roller Policy
7.2.1 In any given month, if Affiliate`s player generates a negative net revenue of at least 3,000 EUR*, they will be deemed to be, for the purposes of this section, a “High-Roller”.
7.2.2 If the aggregate Net Revenue for Affiliate, in that month, for a brand is negative 3,000 EUR or greater, then the High-Roller policy as set out hereunder, will apply:
220.127.116.11 The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by the same High-Roller;
18.104.22.168 The negative balance carried forward cannot be set-off against other players’ Net Revenue;
22.214.171.124 If there is more than one High-Roller, the negative balance carried forward will be split proportionally between them;
126.96.36.199 The negative balance of a High-Roller will be reduced by future positive Net Revenue that they will generate in subsequent months;
188.8.131.52 A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
* Equivalent of fiat NGR to coin NGR on the day the bill is issued.
8. CONFIDENTIAL INFORMATION
8.1 During the term of the Affiliate Agreement, You may from time to time be entrusted with confidential information relating to Our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by You under the Affiliate Program).
8.2 You should avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless You have Our prior written consent. You also agree that You should use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regard to this clause survive the termination of this Affiliate Agreement and will be valid for 5 (five) years after termination.
8.3 In addition, You must not issue any press release or similar communication to the public with respect to Your participation in the Affiliate Program without the prior written consent of Advertiser (with approval of the exact content, which Advertiser should also approve).
9. TERM AND TERMINATION
9.1.1 The term of the Affiliate Agreement begins when You are approved as an Affiliate and accepted the terms and conditions of the Affiliate Agreement, and will be continuing unless and until either Party notifies the other Party in writing that it wishes to terminate the Affiliate Agreement. In this case the Affiliate Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
9.1.2 For the avoidance of doubt, Advertiser also has a right to terminate this Affiliate Agreement (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliate's failure to meet its obligations under this Affiliate Agreement or otherwise for the Affiliate’s negligence.
9.2 Termination upon the Affiliate Program breach
9.2.1 Advertiser can immediately terminate the Affiliate Agreement upon a written notice under the following circumstances:
184.108.40.206 Fraud. Fraud traffic means traffic generated to the Advertiser Websites through illegal means or in bad faith to defraud the Advertiser, regardless of whether or not it actually causes harm. Fraud traffic includes but is not limited to false advertising and unauthorized use of any third party`s copyrights or trademarks, creation of fake player accounts and imitation of gaming activity, multiple account creation, a non-typically high percentage of players who do not return to the Advertiser Websites. Additionally, CPA will not be paid for any players encouraged in using systems and methods such as the doubling system which is regarded as CPA abuse. For CPA to be paid the player must not be a bonus seeker and there should be no personal relationship between the Affiliate and the players. In case of Fraud, the Advertiser stops all the promo campaigns with the Affiliate right after the Fraud is detected. The Advertiser has the right to block the Affiliate account due to this case for an unlimited period of time. The Affiliate account balance and outstanding Commission are subject to cancellation.
220.127.116.11 Incentive traffic. Incentive traffic is when the Affiliate uses any type of motivation to bait players to make a deposit without prior agreement and approval by the Advertiser, offering bonuses that do not exist and were not given to the Affiliate, offering cashback, giveaways, prize pools, etc. Incentive traffic also includes but is not limited to using commissions to solicit players and divulge or publicize what commissions have been agreed between Affiliate and Advertiser. Incentive traffic also includes the staking or incentivizing of players in an attempt to get CPA paid as aresult. Incaseofdetectingtheusageofanytypeofincentivetraffic,theAdvertiser stops all the promo campaigns with the Affiliate immediately. The Advertiser has the right to block the Affiliate account due to this case for an unlimited period of time. The Affiliate account balance and outstanding Commission are subject to cancellation at Advertiser's sole discretion.
18.104.22.168 Violation of the applied marketing rules.
22.214.171.124 The Affiliate brings the Advertiser at any time into disrepute;
126.96.36.199 The Affiliate dilutes or adversely affects the value of any trade name of Advertiser at any time;
188.8.131.52 The Affiliate otherwise jeopardises the business of Advertiser.
9.3 Affiliate actions upon termination
9.3.1 You must delete all Advertiser`s logos, banners, any and all related information from the Affiliate Website and disable all the Affiliate Links from the Affiliate Website to all Advertiser`s brands immediately upon termination of the Affiliate Agreement.
9.3.2 You will return all the confidential information and all copies of it in Your custody, storage or control and will cease all use of all Advertiser Intellectual Property Rights.
9.3.3 All rights and licenses given to You by the Affiliate Agreement will be immediately terminated.
9.4.1 All Commissions related to any Customers directed to Advertiser during the term of this Affiliate Agreement shall not be payable to the Affiliate as from the date of termination of the Affiliate Agreement. All benefits made by Advertiser from such Customers shall, as from the date of termination, be owned completely by Advertiser.
10.1 Entire Agreement
10.1.1 These Terms and Conditions combined with the Commission Structures and their amendments attached hereto, constitute the entire Affiliate Agreement between Parties with respect to the subject matter hereof that supersede all prior negotiations, understandings and agreements between Parties hereto concerning the subject matter herein.
10.2.1 We make no express or implied warranties or representations with respect to the Affiliate Program, about Advertiser or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement). In addition, We make no representation that the operation of Our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and Advertiser database, the database shall prevail.
10.3 Indemnity and Limitation of Liability
10.3.1 Affiliate should indemnify and hold Advertiser, it's directors, employees, contractors and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from or in any way connected with:
10.3.1.1 any breach by Affiliate of any provision of the Affiliate Agreement,
10.3.1.2 the performance of Affiliate`s duties and obligations under the Affiliate Agreement,
10.3.1.3 Affiliate`s negligence,
10.3.1.4 a claim that Affiliate`s resources inter alia, advertising services, advertising materials (when they are being prepared by Affiliate), Affiliate`s website and/or technology, infringe Intellectual Property or other rights of third parties,
10.3.1.5 a breach of any representation or warranty that Affiliate set forth herein;
10.3.1.6 any injury caused directly or indirectly by Affiliate`s negligent or intentional acts or omissions, or the unauthorized use of Our creatives and links or this Affiliate Program.
10.3.2 Advertiser shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if Advertiser have been advised of the possibility of such damages.
10.4 Governing law and disputes resolution
10.4.1 The Affiliate Agreement and all matters arising from it (including any dispute relating to the existence, validity, or termination or any contractual or non-contractual obligations) shall be governed by and construed in accordance with English law, without regard to its conflict of law principles.
10.4.2 10.4.2 All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. No award or procedural order made in the arbitration shall be published. The Parties agree, pursuant to Article 30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute. The language of the arbitration shall be English. The place of the arbitration shall be fixed by the Court.
10.4.3 The award passed by the arbitrator shall be final and binding for both Parties, enforceable in any court of competent jurisdiction and any motion to enforce or vacate an arbitration award under this Agreement shall be kept confidential to the maximum extent possible.
10.4.4 Nothing contained herein shall prevent either Party from applying to any court of law to obtain injunctions, equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement.
10.5.1 Our failure to enforce Your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of Our right to subsequently enforce such provision or any other provision of the Affiliate Agreement.
10.6 Relationships of Parties
10.6.1 Advertiser and Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that would contradict anything in this Affiliate Agreement.
10.7 Force Majeure
10.7.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualties. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
10.8.1 You may not assign the Affiliate Agreement, by operation of law or otherwise, without Our prior written consent.
10.9.1 If any provision of the Affiliate 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 the Affiliate Agreement or any provision hereof.
10.10.1 All notices given in terms of the Affiliate Agreement shall be in writing and any notice given by any Party to another Party which is delivered by hand or transmitted by e-mail shall be deemed to have been received by the receiving Party on the date of delivery or successful transmission, as the case may be.
10.11 Modification of Terms & Conditions
10.11.1 We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and at Our sole discretion by posting a change notice or a new edition of the Affiliate Agreement on Our site. Our affiliates will be emailed with any term changes in the Affiliate Agreement. Modifications may include, for example, changes in the scope of available Commissions and the Affiliate Program rules.
10.11.2 If any modification is unacceptable to You, You need to terminate the Affiliate Agreement. Your continued participation in Our Affiliate Program following Our posting of a change notice or new agreement will constitute binding acceptance of the modification or of the new edition of the Affiliate Agreement.