This Affiliate Agreement contains the complete terms and conditions between Superad Ltd. and the affiliates of Superad Ltd. The terms and conditions govern your role to promote
our clients’
websites as listed in the AffPartners Affiliate Program at www.affpartners.com and all any related webpages.
By checking the box below, you are certifying that you have read and agreed to the terms and conditions, which is a legally binding agreement between you and us.
1
Identity and Disclosure
You must provide true, complete, and current information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency,
location of Banners and Text Links and any other information that we may request from time to time.
2
Marketing Activities
You will, at your own cost and expense, establish Banners and Text Links to any of the AffPartners’ Casinos. We will provide you the guidelines, graphical
artwork and permitted text to use in linking to our home page. To permit accurate tracking, reporting and Marketing Fee accrual, we will provide you with a unique Tracker for your use only. It is your responsibility
to test that you have linked up correctly as we are not liable for your failure to link up properly.
3
Commercial Use Only
This Marketing opportunity is for commercial use only, and you may not make purchases, directly or indirectly, through your Tracker for your own personal use or to fraudulently increase the
Marketing Fees payables to you. If you wish to make test transactions to evaluate the system, including Purchases, please contact marketing@affpartners.com so we can refund the charges once you have completed your testing. Transactions made in violation of this
provision will be deemed Fraud Traffic and we will deduct such Purchases or traffic from your Marketing Fees.
4
Responsible Marketing
You will be solely responsible for your own websites and for the material appearing on them. You represent and warrant that you will not place Banners or Text
Links to us on any website that contains any material which is libelous, unlawful or otherwise unsuitable. Unsuitable sites include but are not limited to websites which target persons under 18 years of age, display child pornography or
other illegal acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities and/or violate the intellectual property rights of others.
5
Good Faith Marketing
You will not knowingly or unknowingly benefit from known or suspected Fraud Traffic. Even if you did not knowingly generate the Fraud Traffic,
we reserve the right to withhold the amount generated by the Fraud Traffic from your Marketing Fees.
6
Approved Banners and Text Links
We will make available to you graphic images and text for purposes of linking Players from your website to our home page through your Tracker. These pre approved
Banners and Text Links are available at our banner page or by contacting your affiliate manager on
support@affpartners.com.
You may not issue any press release with respect to this agreement or your participation in this marketing program without our prior written consent.
7
Intellectual Property Rights and License
During the term of this Agreement only, we grant you a terminable, non exclusive, non transferable right to use the Banners and Text
Links described in Section 3.6 above SOLELY for connecting Players to us through your Tracker. You may not take any action that may alter our rights in our marks, render the same generic or otherwise weaken the validity and good will of our marks.
8
Indemnification
You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs,
resulting from or arising from, your breach of this Agreement.
9
Player Information
By opening an account at our Site, Players will become our Players, and accordingly, all of our rules, policies and operating procedures will apply to them. We may in our sole
discretion refuse to serve (or to close the account(s) of) any Player(s). Further, all data relating to the Players will remain our sole and exclusive property and you acquire no right to such information.
10
Relationship of Parties
There is no relationship of exclusivity, partnership, joint venture, employment or franchise between you or us under this Agreement. Neither party has the authority to bind the
other, nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
11
Confidentiality
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential
(herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
12
Leads and Money Players
A "Lead" shall mean an Internet user who accesses the Site directly through a Link, fills in his details and valid email address and opens a new user account.
A "Real Money Player" is a Lead who plays on the Site and makes a minimum deposit. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the relevant commission.
For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Leads/Players/Accounts per individual household computer is strictly limited to one. Our measurements and calculations in
relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of Money Players and the relevant Gross Revenue figures available
to you through our Affiliate Program information site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between Your Site and the Sites are properly formatted throughout the term of this Agreement.
13
Commissions
You will be paid in accordance with the commission plan in which you choose to participate:
We will pay you a commission at the rate that will be agreed by us on the Casino Net Gaming Revenue on the Casinos, Generated by you as applicable.
1-50 players – 30% of Gross Revenue
51-100 players – 35% of Gross Revenue
101-500 players— 40%% of Gross Revenue
501 and above— 45% of Gross Revenue
A “qualifying player" refers to a unique player who deposits the minimum amount of money required by the specified site which he intends to play.
We hereby retain the right to convert the commission scheme by which you shall be paid and the Money Player qualification criteria as we and/or our designated appointee shall see fit.
i.
All programs are displayed on the “our program pages” We hereby retain the right to convert the commission
scheme by which you shall be paid and the Money Player qualification criteria as we shall see fit.
ii.
All commissions shall be paid to you on a monthly basis, within approximately 15 business days following
the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that
you provide AffpartnersCompany Limited with incorrect or incomplete details in relation to your preferred payment method and AffpartnersCompany Limited is not able to transfer the commissions
to you, AffpartnersCompany Limited reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your
having provided incorrect or incomplete details. AffpartnersCompany Limited shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the
transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $200 (the "Minimum Amount"), AffpartnersCompany Limited shall not be obligated
to make the payment until such time as the commission is equal to or greater than the Minimum Amount. AffpartnersCompany Limited retains the right to review all commissions for possible Fraud,
where such Fraud may be on the part of the Money Player or on your part. During the period of time in which AffpartnersCompany Limited shall review commissions for possible Fraud,
where such review period shall not to exceed 180 days, AffpartnersCompany Limited shall have the right to withhold any commission accrued in your favor until such time as the
review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and AffpartnersCompany Limited retains full authority to terminate this
Agreement immediately in the event of such breach. Further, in the event that AffpartnersCompany Limited deems that fraud has occurred, either on your part or on the part of
a Money Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise.
AffpartnersCompany Limited retains the right to set-off from future commissions payable to you any amounts already received by you which can be shown to have been generated by Fraud.
You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and AffpartnersCompany Limited shall not
be held liable for your delayed receipt of commissions due to your provision of inaccurate details.
iii.
For the purpose of this Agreement and by way of example only the term "Fraud" shall include, but shall not
be limited to, actual or attempted (i) bonus abuse on the part of the Money Players, (ii) the encouragement by you or a third party of bonus abuse on the part of the Money Players, (iii)
a chargeback executed by a Money Player in relation to their initial deposit, (iv) collusion on the part of the Money Player with any other player on the Sites, (v) the opening of an account
in breach of the terms of this Agreement, (vi) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential Money Players and (vii)
any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against AffpartnersCompany Limited regardless of whether or not such action has resulted
in any type of harm or damage to AffpartnersCompany Limited.
iv.
For the avoidance of doubt it is hereby stated by AffpartnersCompany Limited and agreed by you that the future
commissions which AffpartnersCompany Limited shall pay to you shall relate solely to the sites products. AffpartnersCompany Limited shall have no obligation whatsoever in relation to future
products or services provided to Money Players by AffpartnersCompany Limited or any of its affiliated entities.
v.
For the commission calculation purposes and the term "Casino Gross Revenue" shall mean the sum total of all of
a Money Player’s bets while playing at the Casino Site, less the winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any charge backs
(including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible
revenue attributable to a Money Player.
vi.
Should a player process a charge back at our partner’s casino, the dispute or charged-back revenue generated by
yourself will be forfeited and therefore deducted from the total balance due to you for the current month.
vii.
Should this deduction of the accumulated revenue exceed your current amount due, your balance will revert to a
negative balance, and you will have to earn revenue to cover the charge-back before you can start earning revenue again.
viii.
Unlike with a player making a big win, which only lasts one month, a charge back will stay due until the revenue generated by your other players has covered the amount due.
ix.
Please understand that the Merchant can only pay out a percentage of its commissionable earnings, not fraudulent revenue.
x.
Complimentary Money, Free Money and Other incentives refer to those amounts credited to the account of customers.
As these customers/players have not purchased such amounts we cannot pay commissions on these amounts.
xi.
Negative earning are NOT carried forward and the Affiliates will begin each month on a zero balance. Should the Affiliates
close the month with a positive balance; commissions will be paid on the positive balance. Should the Affiliates close the month with a negative balance; this balance will NOT be carried forward to the
next month, unless the negative balance is a result of a charge-back as described above.
xii.
Commissionable earnings will be earned for the life of the customer, on all transactions the customer undertakes at the merchant, for as long as the Affiliate remains a member of this.
xiii.
All payments will be made in US dollars.
14
Contact with Money Players
All Money Players shall be considered to be customers of AffpartnersCompany Limited only. Should you wish to contact
a Money Player you are obligated to first receive AffpartnersCompany Limited written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding
with Money Players. If in the opinion of AffpartnersCompany Limited you either try to or do make contact with a Money Player without AffpartnersCompany Limited’s written approval, AffpartnersCompany
Limited shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time. Further, if following your receipt of AffpartnersCompany Limited’s
written approval for your contacting or corresponding with a Money Player, AffpartnersCompany Limited deems that such contact or correspondence is against the best interests of AffpartnersCompany Limited,
AffpartnersCompany Limited shall have the right to revoke the approval previously granted, to terminate this Agreement and to indefinitely withhold all commissions owing to you at such time.
15
Obligations Regarding Your Site
You will be solely responsible for the technical operation of Your Site and the accuracy and appropriateness of
materials posted on therein. You agree that Your Site will not, in any way, copy or resemble the look and feel of the sites, nor will you create the impression that Your Site is the one of the
sites. You also agree that Your Site will not contain any content of the Sites or any materials which are proprietary to AffpartnersCompany Limited or of the sites, except (i) with our prior permission,
or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold AffpartnersCompany
Limited harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site
or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on AffpartnersCompany Limited and has the potential to cause substantial damage
to AffpartnersCompany Limited’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of AffpartnersCompany Limited and AffpartnersCompany Limited’s name.
16
Modifications
We may modify any of the terms of this Agreement at any time, in our sole discretion, by emailing you a change
notice or by posting the new Agreement on our Site. Modifications may include, for example, changes in the scope of available Marketing Fees, Marketing Fee percentages, time for payment and marketing rules.
If any modification is unacceptable to you, your only recourse is to terminate this agreement. Continued participation in the program following the posting or notice of change constitutes the binding acceptance of the modification.
17
Term and Termination
This Agreement will take effect when you activate a link to our Site and will be continuous unless and until either party notifies the other party,
in writing, that it wishes to terminate the Agreement, in which case, the Agreement will terminate immediately. TERMINATION IS AT WILL BY EITHER PARTY.
Effect of Termination The following will apply upon the effective date of termination:
(a) You will remove all banners and text links to our Site and/or we may disable any or all of your Trackers;
(b) All rights and licenses given to you under this Agreement will terminate immediately;
(c) You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of Club World Casinos;
(d) We may withhold Marketing Fees for up to one hundred and eighty (180) days to ensure that the correct amount is paid and that any fraud has been reversed;
(e) If link remains open or if Players obtained through the Tracker are still allowed to play and repurchase at our Site this will not constitute a continuation or renewal of this Agreement; and
(f) You will be entitled to only to those unpaid Marketing Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Marketing Fees with respect to Player activities made after the termination date.
Suspension of Trackers In the event you breach any provision of this Agreement and/or we receive a complaint against a particular Tracker, we may in our sole discretion, disable that particular Tracker, with or without notice, temporarily
or permanently. In such cases, it is our sole option to suspend or disable your links on a Tracker by Tracker basis rather than completely terminating this Agreement. The fact that we chose to leave some Trackers open does not entitle you to have all Tracker(s) operational or reactivated, nor does it entitle you to compensation for the disabled Trackers.
18
Liability Limitations
Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder.
Our liability is limited to direct damages, and in no event will we be liable for any 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).
19
Representations and Warranties
You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms;
(ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age.
You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
20
Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness,
merchantability, 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 the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
21
Independent Investigation
You acknowledge that you have read this agreement and you agree to all its terms and conditions. You have evaluated independently the viability
of marketing the sites and have not relied on any representations, guarantees or statements other than as have been set forth in this agreement.
Independent Research You understand that the laws that govern internet gambling vary from state to state and country to country. You have independently evaluated the laws in your jurisdiction that apply to your activities; you believe that based on such research that you may participate in our marketing program with violating any applicable law.
Non-Exclusivity You understand that we may enter into marketing terms with other marketers or websites at anytime on terms that are the same or different from those provided herein and that such marketers or websites may be similar and/or compete with you. You understand that we may redirect users and traffic from our site to any
other website that we deem appropriate in our sole discretion, without any additional compensation to you.
22
Language Discrepancies
In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.
23
Miscellaneous
This Agreement and any matters relating hereto shall be governed by, and construed in
accordance with Cypriot law and shall be subject to the exclusive jurisdiction of the Courts Cyprus. You may not assign this Agreement,
by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on,
inure to the benefit of, and enforceable against the Parties and their respective successors and assigns. 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.