TERMS & CONDITIONS
Terms and Conditions
SlotsVendor.eu Affiliate Program Terms and Conditions
updated: February 1st, 2012]
Please read these terms and conditions carefully and print and/or save a copy for future reference.
By signing up and becoming a member of the SlotsVendor.eu Affiliate Program, these Terms and Condtions form a legally binding agreement (the "Agreement") between you (the "Affiliate") and SlotsVendor (the "Program").The Program may make changes to these Terms and Conditions from time to time and will make any such changes available on www.SlotsVendor.eu for review. The affiliate understands and agrees that any participation in the Program after the date of any changes to Terms, whether by accessing and/or utilizing Marketing Tools or accepting commissions, they are deemed to have notice of, and agree to, the amended Terms and Conditions. The Program is under no obligation to inform the Affiliate when Terms have been updated. It is the sole responsibility of the Affiliate to routinely check these terms for any changes. In the event that the Affiliate does not agree to the amended Terms, written notice must be given via firstname.lastname@example.org stating they wish to terminate the agreement. In such case, the Term and Termination (clause 2) will apply.
The following definitions shall apply in the Terms set out below:
"We" and "Us", as (the "Program") and (the "Company") refer to the SlotsVendor Affiliate Program
"You", "Webmaster" and "Affiliate" refer to the party entering into an agreement with the Company and bound by the Terms and Conditions.
"Client" refers to a business that has instructed the company to advertise the Client's Brand(s) (the "Client Brands"), through the Program.
"Website" refers to www.Slotsvendor.eu
Acceptance of this agreement provides the non exclusive right to direct individuals ("Visitors") to Client Brands in return for a commission as specified below.
1.1 Enrollment in the SlotsVendor Affiliate Program
requires the Affiliate to accept the Terms and Conditions, then complete and submit
an application form via the Website.
Applications are automatically approved; however, the Company will review and evaluate every Affiliate application and deem if they are suitable.
The Company may reject or block any application, in our sole discretion, should we find the applicant to be unsuitable for the Program.
Unsuitable websites include, but are not limited to:
- Sites under construction
- Targeted towards children
- Contain sexually explicit material
- Promote violence, hate or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities
- Violate intellectual property rights
1.2 Once accepted as a SlotsVendor Affiliate, your application forms part of this agreement. Any changes to the information provided in your application must be reported to us promptly.
TERM AND TERMINATION
2.1 The term of the Agreement shall begin upon the
submission and subsequent approval of the application.
Termination of this agreement may be made by either party at will, for any reason, with or without cause. Written notification via email wishing to terminate is required.
The term of this agreement will continue until such time that either party wishes to terminate the agreement. In this case the agreement will be terminated immediately.
2.2 Upon termination:
- All rights and licenses given to the affiliate shall immediately terminate.
- The affiliate must remove all Client Brands and/or any SlotsVendor banners and logos from their website and disable any links from their website to a Client's Brand and/or the Company website.
- Commissions earned prior to the date of termination will be paid at the sole discretion of The Company. The Company may withhold any final payment for a reasonable time until it can determine the correct amount to be paid to the Affiliate.
- Any commissions earned on or after the date of termination will be forfeited by the Affiliate.
- Failure to fulfill the obligations and responsibilities set out in this agreement shall result in forfeiture of any and all amounts otherwise owing to the Affiliate upon termination.
- If the Company continues to permit activity (generation of revenue) from the Affiliate's players after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
- The Affiliate will return to any Confidential Information and all copies in your possession, custody and control. The Affiliate will cease all uses of any trade names, trademarks, service marks, logos and other designations of the Company and of the Client and Client Brands.
- The Affiliate and The Company will be released from all obligations and liabilities to each other occurring or arising after the date of termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement which occurred prior to termination.
OBLIGATIONS AND RESPONSIBILITES OF THE AFFILIATE
3.1 During the term of this agreement, the Affiliate
shall actively and effectively advertise the Client Brands and/or the Company
to their best ability by using a distinct hyperlink URL ("Tracking Link")
supplied by The Company.
3.2 The Affiliate shall not change the text or
content of any promotion supplied by The Company or The Client without prior
written consent from The Company. The Affiliate also agrees not to misrepresent
The Company, The Client or Client Brands to the public.
3.3 The Company grants access to SlotsVendor (www.SlotsVendor.eu) to the Affiliate,
through which provide a variety of graphic and textual links for placement on
the Affiliate's website.
3.4 Within this agreement, the term "use"
refers to the right to copy, transmit, distribute, display and perform both
privately and publicly for the specific, limited purposes authorized
herein. Any banners, names, website names and other related textual and
graphic materials which are made available by a Client are referred to
collectively as the "Client Materials". Any banners,
names, website names and other related textual and graphic materials which are
made available by SlotsVendor are referred to collectively as the "Company
3.5 The Company and The Client grant the Affiliate
the non-exclusive, non-transferable, non-assignable right, during the term of
this agreement, to use Client Material and Company Material for the purpose of
inclusion on the Affiliate's website and for the specific and limited purpose
authorized herin. The Company and the Client authorize the Affiliate to
advertise and promote the Client Brands by using Client Materials and Company
3.6 All use of Client Materials or Company Materials
hereunder shall accrue and enure to the benefit of the Client and shall not
create any rights, title or interest in them for the Affiliate. No other
use of the names, trade names, trademarks, service marks, design marks, symbols
and/or other indicia of origin or other designations of The Company or the
Client, or thing confusingly similar with any of the foregoing, may be made or
used by the Affiliate for any purpose without the prior written approval of The
Company or the Client, as applicable.
3.7 The Affiliate acknowledges that the Client owns
exclusively all right, title and interest (including without limitation, all
rights provided under the laws governing copyright and trademarks) in and to
the Client Materials and other Client intellectual property (including all
names, trademarks, service marks, design marks, symbols and/or other indicia of
origin) throughout the world and in perpetuity, subject to the permissions
granted in this Agreement. The Affiliate acknowledges that it acquires
absolutely no right in or to the Client Materials or such intellectual
property. The Affiliate agrees not to challenge any intellectual property
rights of the Client or The Company anywhere in the world.
3.8 The Affiliate agrees to use commercially accepted
best internet marketing practices in all promotional and advertising activities
in regards to The Company and The Client.
Should any fraudulent activity occur at a Client Brand or affect The Client or The Company, to your knowledge or otherwise, as a result of a Visitor or other person directed to a Client Brand via the Affiliate's link, The Company retains the right to retract and reclaim any or all commission paid to the Affiliate at anytime. This decision will be final and no notice will be required by The Company.
Further, should the Affiliate develop a pattern of referring Visitors whom routinely take advantage of bonuses ("Bonus Hunter"), the Company reserves the right to suspend the Affiliate account without prior notice. The Company reserves the right to retain any amounts due to the Affiliate under this agreement as liquidated damages, due to said "Bonus Hunter" traffic.
3.9 Any use of SPAM by the Affiliate or on behalf of the Affiliate will be a fundamental breach of this agreement. Any use of SPAM will result in account closure and forfeiture of all funds otherwise owed. Any expenses incurred by The Client or The Company as a result of SPAM techniques will be deducted from any funds remaining in the Affiliate account. Should the funds available not cover said expenses, The Company reserves the right to invoice the Affiliate and demand payment.
4.1 The Company shall make monthly commission
payments to the Affiliate within 10 business days following the end of the
prior month. A detailed statement outlining the basis for payment will be
provided by the Company on the Website (www.SlotsVendor.eu).
Commissions payable in respect of all applicable Client Brands will be aggregated into one payment amount.
The definitions to the following terms relate to the calculation of commissions:
"Linking Visitor" refers to a visitor who used the Client's software and who was first linked to the Client Brands from the Affiliate's Tracking Link, as provided by The Company.
Net Win" is defined as Bets less Payouts (calculated by the Client's
software), derived from any real money transaction with a Linking Visitor, in
which revenue is paid or credited to the Client, less chargebacks, less
"Chargebacks" occur when a customer, credit card company or other third party payment provider reverses a charge in relation to a purchase transaction. Whether due to fraudulent activity, insufficient funds, or other reasons, the reversed amount will be deducted as stated above. Chargebacks are deducted in the month they are realized and NOT necessarily in the month that the transaction occurred.
"Fraudulent Account" means a Linking Visitor account which has chargeback and has never completed a successful transaction.
"Applicable Percentage" is defined as the percentage, calculated monthly, set forth below for the service during the month from which the Player Net Win was derived:
Player Net Win
$1 - $11,000
$11,001 - $25,000
$25,001 - $40,000
$40,001 - $50,000
4.2 The Affiliate shall be entitled to a commission
equal to the applicable percentage (see chart above) of Player Net Win, derived
from any transaction from Linking Visitors during the term of this Agreement.
4.3 The Company does NOT carryover
negative balances month to month due to player winnings. In such cases,
the Affiliate's account will be zeroed out at the beginning of the next
month. However, negative balances incurred due to chargebacks WILL carryover
until the amount and related costs are recovered in full. In the case of
CPA campaigns, chargebacks from Fraudulent Accounts will be deducted from
Affiliate commissions. The Company has adopted this policy as it cannot
reasonably be held responsible to pay commissions based on revenue never
4.4 In the event that an Affiliate has a Linking
Visitor who wins greater than $25,000 (a "Big Winner") in a
single month causing the Affiliates overall earnings to be negative, The
Company reserves the right to contact the Affiliate and temporarily remove the
Big Winner from the Affiliates account (herein known as ‘fencing').
The following outlines the fencing process:
- In the event that a Linking Visitor wins over $25,000 causing the Affiliates earnings to be negative at month end, that player will be temporarily removed or fenced from the Affiliate account, until the Big Winner has played back their winnings.
- Earnings from the current month will be retained by the Affiliate, as the Big Winner will be fenced in the month in which the win occurred.
- Once the negative net win from the Big Winner is recouped, they will be returned to the Affiliate to earn off future positive net win.
4.5 The Affiliate shall also be entitled to a
commission for directly referring other Affiliates ("sub affiliates")
to The Company. Sub Affiliate Commissions are calculated on the Earnings of the
Sub Affiliate at a rate of 5%.
4.6 All amounts are expressed in U.S. dollars.
4.7 The Company tracking system shall be the sole method for determining the basis of the calculation of commissions and sub affiliate commissions hereunder, and The Companies calculations shall be binding on the Affiliate, absent manifest error.
5.1 As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:
- may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties, or
- may receive hereunder from the other.
5.2 The Company and the Affiliate agree that, with respect to their receipt of Confidential Information of the other party, they shall:
- use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care,
- accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder, and
- restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.
5.3 The foregoing restrictions shall not apply to information that:
- is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;
- the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;
- is received from a third party without restriction and without breach of this Agreement;
- was independently developed by the recipient as evidenced by its records; and
- the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
6.1 The Affiliate acknowledges that The Company does
not advocate or endorse the purchase or the use of any services offered by the
Client through the Client Brands or through the Client's software, nor does it
warranty the quality, fitness, or results of any such service or compliance
with any law or regulation. The Company confirms that each Client represents
and warrants that:
- The Client has the right and authorization to grant the rights and licenses granted herein, and
- The Client's software, and the reproduction, distribution, transmission, public performance and public display of the Client Materials in connection with the Affiliate website, do not:
- Invade the right of privacy or publicity of any third person, or
- Contain any libelous, obscene, indecent or otherwise unlawful material
The Affiliate represents and warrants that:
- The Affiliate has the right and authorization to enter into this Agreement,
- The Affiliate website, and the reproduction, distribution, transmission, public performance and public display of any materials of the Affiliate as permitted herein, do not:
- invade the right of privacy or publicity of any third person,
- contain any libelous, obscene, indecent or otherwise unlawful material, or
- infringe any patent, copyright, trademark or other intellectual property right of any third party in any jurisdiction, and
LIMITATION OF LIABILITY
7.1 Neither party will be liable to the other party (nor to any person claiming rights derived from the other party's rights) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind - including lost revenue or profits, loss of business, or loss of data - arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof.
ACKNOWLEDGEMENT OF NO WARRANTY
8.1 Except as expressly stated in this Agreement, neither party warrants that their respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly stated in this Agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.
9.1 Affiliates, their families and personnel are
permitted to establish player accounts with our Client Brands and wager real
money on any game offered. However, it is strictly prohibited for Affiliates,
their family members or personnel to register an account as a Linking Visitor.
An Affiliate cannot earn a commission from their own gameplay, or from that of
their family or personnel. In the event that an Affiliate is caught augmenting
their revenue by generating play through such accounts, they risk forfeiture of
all commissions earned that month and past commissions retroactively adjusted
and differences deducted from future earnings.
9.2 The Company may assign this Agreement or any of
its rights or delegate any of its duties under this Agreement, and shall give
notice to the Affiliate of any such assignment or delegation. The
Affiliate may not assign this Agreement or any of its rights or delegate any of
its duties under this Agreement without the prior written consent of The
Company. Any purported assignment or delegation without such required
consent shall be null and void.
9.3 This Agreement and its interpretation and
performance, or any breach thereof, shall be construed in accordance with, and
all questions with respect thereto shall be determined by, the internal
substantive laws of Country in which The Company resides.
9.4 The Company and The Affiliate are independent
contractors under this Agreement, and nothing herein shall be construed to
create a partnership, joint venture, or agency relationship between the
parties. Neither party has the authority to enter into agreements of any kind
on behalf of the other party.
9.5 The Affiliate is responsible for declaring and
paying all applicable taxes on commissions earned, in accordance with the
regulations in the country they reside.
9.6 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
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