PartnerWins TERMS AND CONDITIONS
Last updated October 1st 2014
Affiliate Agreement Terms & Conditions
The following terms and conditions apply to all members of the Partner Wins Affiliate Program.
By filling out the appropriate form on the www.partnerwins.com website and accepting these terms and conditions on your application, you agree that you are entering an Agreement between yourself and Partner Wins and that you are bound by the terms and conditions set forth in this Agreement, stating your full understanding of their content and meaning.
By submitting the application form You warrant being an adult of at least eighteen (18) years of age. Please take the time to fully read this Agreement before accepting its terms.
1.1 “Affiliate/You” refers to a Partner Wins member who has registered through www.partnerwins.com and accepted the terms and conditions set forth in this Agreement. As an affiliate you are expected to promote and market the brands offered by Partner Wins under the terms and conditions of this Agreement.
1.2 “Affiliate Manager” refers to an individual, employed by Partner Wins, which will manage the day to day operations in regards to your affiliate account.
1.3 “Affiliate Program” refers to the marketing promotion program offered and operated by Partner Wins in which you will act as an affiliate.
1.4 “Agreement” refers to the terms and conditions provisioned in this document, which is entered between Partner Wins and its affiliates.
1.5 “Banners and text links” are a part of Partner Wins’s marketing materials and they are best described as text and/or graphical artwork which directs players from your website to Partner Wins’s Partner Sites through a hyperlink, making use of your affiliate tracker.
1.6 “Chargeback” refers to a credit card transaction which is forcibly returned to a player’s issuing bank as a result of non-payment, lack of funds or credit card abuse.
1.7 “Commission” is defined as all revenue or income accrued by You, through the players referred through your website, according to the revenue plan which has been assigned to your affiliate account. Your commission is calculated having net revenue as a basis.
1.8 “Cookies” are defined as text files which are stored in the visiting player’s computer enabling us to keep track of information relevant to their progress on our Partner Sites.
1.9 “Cost per Acquisition (CPA) Payment” means a unique payment made to your affiliate account for each player you refer which qualifies for this commission type. The qualification for a CPA is specified on a case by case approach with the affiliate.
1.10 “Deposits” are financial transactions made by the players in which funds are transferred into their gaming accounts in the pertinent Partner Sites.
1.11 “Fraud” means a real or attempted act by You or any Player which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Partner Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; bonus and promotions’ abuse; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; and unauthorized use of any intellectual property rights
1.12 “Fraudulent Affiliate Activity” includes, but is not limited to fraudulent behaviour in which a player is intentionally manipulated or forced to engage in real or prospective unlawful gains by an affiliate or other players. This type of activity may include multiple account registration using real names or pseudonyms, chargebacks, false or erroneous personal details and the falsification or misappropriation of credit sources (e.g. credit cards).
1.13 “Fraudulent Traffic” refers to any type of traffic or deposits generated in our Partner Sites through illegal or fraudulent methods with the purpose of defrauding the system or the players themselves. Fraudulent traffic includes, but it is not limited to false and misleading advertising, any type of spam and unauthorized use of third party materials which are copyrighted or trademarked.
1.14 “Marketing Tools” refers to banners, tracking links, images, games, promotions, reviews, landing pages and any other marketing materials supplied by Partner Wins.
1.15 “Net Revenue” revenue is calculated by using the following formula: Gross Revenue (All Lotto Tickets Purchased and Player losses on side games – less Player Wins) minus the following deductions (bonuses, jackpot fees, free bonus tickets or credits, administrative fees (e.g. chargebacks)). The Revenue share commission plan is offered to our affiliates according to the Net Revenue.
1.16 “Partner Site(s) or Sites” refers to Sites which are associated and/or partnered with the Partner Wins Affiliate Program, such as Partner Winsottos at www.Partner Winsottos.com
1.17 “Player(s) or Real Player(s)” refers to an individual who enters our Partner Site through the tracker(s) included in the marketing materials displayed by your websites, registers an account and deposits the required minimum deposit amount in our Partner Site(s).
1.18 “PPC and Keyword Bidding” is a marketing activity in which you advertise our services through keyword purchase or registration of terms which are identifiable to us, through any search engine, social network or internet portal.
1.19 “Promotional Emails” refers to any graphical work or text which displays a particular promotional campaign or information, sent by us periodically with the purpose of updating You with our latest news and developments.
1.20 “Revenue Share” is one of the commission plans available at Partner Wins and consists of a percentage of the net revenue being paid to affiliates, according to the agreed Net Revenue tier.
1.21 “Spam” includes, but it not limited to emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, typically sent to a large number of addressees without prior consent; (ii) contains false or misleading information; (iii) does not truthfully identify the source or the originating IP Address and/or the originating email address; (iv) does not contain an online and real time Unsubscribe option, (v) bundles several software sources, or (vi) inserts icons without permission, causes software download or installation or similar action without the consent of the addressee.
1.22 “Partner Wins/ We” refers to the Partner Wins Affiliate Program which is one of the signing parties to this agreement.
1.23 “Sub-Affiliate” is an affiliate which is referred by another affiliate to join our Partner Wins Affiliate Program. This affiliate signs up through Your unique sub-affiliate tracker and we shall pay you a percentage of their commissions, as set forth in this agreement.
1.24 “Tracker(s)” means the unique tracking link (banner tag) which we provide exclusively to you, during the term of this Agreement, which we use to track players referred by You and subsequent commission calculations.
2. Joining Partner Wins
2.1 Appointment as an Affiliate. Following submittal of your application using the Partner Wins Application Form, Partner Wins will consider and evaluate your application. Within a 72 hour maximum timeframe of application receipt, we shall inform you on this decision. Should we decide at our sole discretion to approve your application at Partner Wins, this Agreement shall become binding and come into full effect, between You and Partner Wins, granting you a non-exclusive, revocable, non-transferable limited right and license, as long as this Agreement remains in effect, to use Partner Wins’s Intellectual Property Content (e.g. logos, trademarks, copyrights and trade names) solely in connection with the marketing tools provided by the affiliate platform at www.partnerwins.com, and the right to refer potential players to our Partner Sites, pursuant to the terms and conditions herein.
2.2 Acceptance as an Affiliate. You hereby accept the appointment as a Partner Wins Affiliate pursuant to the terms and conditions in this Agreement. You recognize that this Agreement does not grant you an exclusive right to direct potential players to the Sites or any other exclusive right in connection with the Sites or with the Partner Wins Affiliate Program. Other than the payment of the Revenue Commission or CPA Payment, as applicable, you will not have any rights relating to any Players. As an Affiliate, You are entitled to promote our services to players regarding all of our partner brands, given the non-exclusive right to direct those future players through banners, links, emails and any other types of Marketing Tools which are made available to you in regards to the brands.
3. Affiliate Duties, Rights and Guidelines
3.1 You, the affiliate, shall agree to promote Partner Wins’s Partner Sites, by implementing and making use of the marketing materials, emails and other relevant materials, which may be supplied by Partner Wins’s affiliate platform or its affiliate managers. You are solely liable for the manner in which you promote the marketing tools made available, at your own responsibility and cost, conducting yourself in a professional and lawful manner, pursuant to the terms and conditions of this Agreement. You shall not use banners, links and advertisements, other than those specifically provided by Partner Wins, nor will you modify any of the marketing tools provided without prior written consent from a Partner Wins affiliate manager.
3.2 Notwithstanding point 2.1 in this agreement, Partner Wins reserves to right to approve all content used by You where our Partners Sites are concerned and should we deem its use has been unsuitable or unauthorized in any way, we reserve the right to terminate this Agreement.
3.3 You, the affiliate, are responsible for maintaining an updated version of the provided marketing tools and ensure all Partner Sites’ information is accurate and up-to-date. Partner Wins shall attempt to contact You three (3) times through the email provided by You in your account, each time making use of a five business day waiting period for reply. If the affiliate fails to reply to our written communication we reserve the right to suspend and subsequently close the affiliate account, on the grounds of failing to complete the requested updates in an adequate timeframe and continuing to promote Partner Sites with wrongful information which may constitute misleading advertising and harmful conduct towards prospective players and Partner Sites. The account may however be reinstated if communication is resumed from the affiliate and the adequate changes have been made, providing the company hasn’t incurred in any damages resulting from the aforementioned wrongful information.
3.4 You will be solely responsible for the distribution, content and legality of your marketing activities, activities that you shall conduct in a professional, appropriate and lawful manner under applicable laws and in accordance with the terms and conditions herein.
3.5 You are responsible for the operation, development and maintenance of your affiliate website(s) and you will indemnify and hold Partner Wins harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and content of the aforementioned Affiliate Sites.
3.6 You solely responsible for assuring and confirming that all marketing tools provided by Partner Wins are correct when it comes to the trackers which contain your affiliate identification. Should you use an incorrect or erroneous tracker, player information may not be credited to your account.
3.7 You hereby warrant and represent that you will not:
3.7.1 perform any act, and that your affiliate website(s) do not contain any material, which is slanderous, discriminatory, obscene, illicit or otherwise inappropriate or which contains sexually explicit, pornographic, obscene or graphically violent materials, promotes discriminations based on race, religion, gender, disability, sexual orientation, nationality or otherwise promotes illegal activities.
3.7.2 actively target any individual who is under the legal age for gambling, and provide an environment which is aimed at children and minors;
3.7.3 it will not actively target any jurisdiction where gambling and the promotion thereof is illegal;
3.8 You also warrant and represent that you will not generate traffic to the Partner Sites by illegal or fraudulent activity, particularly but not limited to by:
3.8.1 participating or being involved, either directly or indirectly, in the generation and distribution of spam (also known as unsolicited emails). Any type of SPAM will be reviewed and investigated by Partner Wins, which may at its sole discretion suspend and withhold any commission due to the affiliate, until such a review or investigation is completed. If Partner Wins or any of the Partner Sites incurs in damages, costs or expenses resulting of your actions, we shall offset any such values against the commissions owed to the Affiliate, given that the Affiliate shall have to indemnify Partner Wins should the value exceed the due commission value.
3.8.2 benefiting from suspected, known or unknown traffic which is generated illicitly, whether or not it results in damages to the Partner Sites.
3.8.3 representing yourself towards players as one of the Partner Sites, benefiting from traffic generated by this misleading conduct. Copying and replicating any of the Partner Sites’ content. Do any act which causes your website or any other website to copy or resemble the look and feel of any of the Partner Sites or attempt to pass as any of the Partner Sites or create the impression that any such websites are the Partner Sites or otherwise confuse potential Players in connection therewith. Breaching this paragraph shall constitute grounds for Partner Wins to immediately terminate this agreement.
3.9 This marketing opportunity is for commercial use only, and you, your family members, friends; associates may not make deposits, directly or indirectly, through your Tracker for your own personal use or to fraudulently increase the Commission payable to you. If you wish to make test transactions to evaluate the system, including Deposits, please contact info@Partner Winspartners.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 Deposits or traffic from your Commission.
3.10 The Affiliate shall operate in accordance with all of Partner Sites Terms and Conditions, Privacy Policies and Responsible Gaming Policy and Underage Gaming Policy, as updated and/or amended from time to time.
3.11 You accept sole responsibility for determining whether your participation in our Affiliate Program is legal under any laws that apply to you. You understand that we do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of your participation in our Affiliate Program or the receipt of any payments from us, under any applicable laws.
3.12 We have zero tolerance for inappropriate conduct and Fraudulent activity. You will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that you believe or should reasonably believe to potentially involve Fraud, or any act or traffic that we inform you is suspected by us, in our discretion, to involve or potentially involve Fraud.
3.13 The Affiliate shall not establish any social network domains, blog domain, profile name or display name containing “Partner Wins”, “Partner Wins Affiliation”, “Partner Wins Affiliates”, “Partner Wins” or any variation of Partner Wins or any variation of any of the Brand(s) name(s).
3.14 – Links may not be placed within unsolicited email, unauthorized newsgroups postings, chat rooms or through the use of ‘bots’. Traffic generated illegally or in contravention of these terms and conditions will not be commissionable. The Platform has a zero tolerance spam policy. Refer to the Anti-Spam Policy on the Partner Wins Partner’s site.
3.15 You will not market or promote any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by us and/or any Site in connection with the following Excluded Territories: – Afghanistan, Antigua and Barbuda, China, Cuba, Hong Kong, Iran, Iraq, Israel, Libya, Macau, Sudan, France, French Southern Territories, Guadeloupe, Martinique, French Polynesia, Reunion, St. Pierre and Miquelon, Wallis Futuna, Mayotte, New Caledonia, French Guiana, USA and its Territories.
4. Partner Wins Duties and Rights
4.1 Partner Wins shall register your Players and maintain a record of their purchases and gameplay with our Partners Sites as to assert the commission due to you in accordance with your chosen commission plan. Partner Sites bound players to their own set of rules and we are not responsible for existing players account closure should there be a breach of contract in the respective Partner Site’s terms and conditions.
4.2 From the records we maintain for each player which is tracked to your account we will provide you with an array of reports which display the player’s financial activity. You will have access to these reports by login in to the affiliate platform provided at www.partnerwins.com with your username and password. If you should require additional reports which are not contemplated in the affiliate platform, you may request additional reports to your affiliate manager, which we may supply at our sole discretion.
4.3 We shall provide you with the necessary marketing tools to promote and advertise our Partner Sites within your websites. We will make every effort to update these marketing tools regularly and whenever possible we will create custom made materials for our affiliates, by request through the affiliate manager.
4.4 We will to the best of our efforts protect your identity and information at all times. We shall however be entitled to provide information to the relevant authorities regarding your identity if we are request to do so.
4.5 We shall pay you, our affiliate, in accordance with the commission structure you have selected, as set forth in detail below.
5. Payments, Fees and Commission Structures
5.1 Payments due to you are calculated based on the Player’s Net Revenue while playing at the Partner Sites. The Player’s Net Revenue is calculated by using the following formula: Gross Revenue (All Lotto Tickets Purchased and Player losses on side games – less Player Wins) minus the following deductions (bonuses, jackpot fees, free bonus tickets or credits, administrative fees (e.g. chargebacks)). The Revenue share commission plan is offered to our affiliates according to the Net Revenue.
5.2 For the purpose of this Agreement, a chargeback takes place when a Player reports fraudulent transactions taking place with their chosen payment method and subsequently appeals to these expenses with their banking authority, seeking compensation due to third party abuse. In any such case, your share of the net revenues will be forfeited and deducted from your monthly commission. Should the deduction result in a negative balance in your affiliate account, you shall not be entitled to further commissions until the costs derived by the chargeback have been covered. If, however, the chargeback is refused by the Player’s bank, the net revenues shall be returned to the Affiliate and included in the Affiliate’s monthly commission.
5.3 Partner Wins does not carry over any negative balances which may result from Player wins and the affiliate balance is reset every first day of the month.
5.4 Partner Wins does not bundle the earnings of any of their Partner Sites, given that all wins and losses are calculated independently regarding each Partner Site.
5.5 We shall pay your affiliate commission on the fifteenth (15th) day of each month which shall be preceded of an account statement which demonstrates your earnings for the previous month, if any. If we do not receive any comments regarding the amount due, we shall issue the payment as agreed. The commission’s minimum threshold is two hundred and fifty dollars ($250) and should you not reach the minimum threshold the values shall be carried over to the following month for payment.
5.6 All payments to you shall be remitted to the payment method you have selected in your affiliate account. The available payment methods for affiliates available at this time are wire transfer, check and XXXX. Should the affiliate fail to specify a valid payment method, the values accrued in their affiliate account shall be carried over to the following month. Partner Wins will conduct every effort to contact the affiliate as to update and retrieve the correct payment information, by email, phone or otherwise. Affiliate Commissions will accumulate in the affiliate account for a maximum period of twenty four months and if no communication is received from the affiliate as to update the payment method, the amounts due shall be forfeited in benefit of Partner Wins.
5.7 The Affiliate Commission to be paid is agreed between the Affiliate and the Partner Site’s affiliate manager after registration. The type of commission may vary according to the affiliate’s selection and it is guided by the standards set forth.
5.8 Revenue Share Commission type will vary between 10% and 20%, being that in the purpose of fairness it shall be attributed taking into account the net revenue tiers described in the table bellow, unless agreed otherwise with the affiliate.
|Net Revenue Tiers||Commission|
|€0 – €2.500||10%|
|€2.501 – €10.000||15%|
|€10.001 – €20.000||20%|
|€20.001 – €40.000||25%|
|€40.001 – …||30%|
5.9 The Cost per Acquisition, also known as CPA, is a flat rate which is paid to the affiliate for each new depositing player, after the player has played through the amount deposited. CPA’s are negotiated with each affiliate individually, as they vary from market to market. Any fraudulent behaviour found while on CPA based commission shall be punishable with the termination of this agreement and loss of any outstanding commission. An affiliate on CPA shall not be entitled to a Revenue Share on the players which generated the CPA, unless stated otherwise.
5.10 Partner Wins offers you the opportunity to encourage other like minded affiliates to join the program, and become our affiliates by filling out the proper form and accepting our terms and conditions. To reward your efforts we will provide you with a percentage based on their revenue share commission up to three sub-affiliate tiers as best described in the table below.
|Sub Affiliate Commission|
|+ 2.5% on First Tier|
|+ 1.5% on Second Tier|
|+ 0.5% on Third Tier|
5.11 Affiliates who come in through your tracker shall be deemed 1st level affiliates and if these affiliates refer their own sub-affiliates you will also be entitled a commission pertaining a 2nd tier sub-affiliate commission and so on up to the 3rd tier.
5.12 You may not refer to us as your Sub-Affiliates any persons or entities that were registered as our affiliates in the past, and any such persons or entities will not be considered your Sub-Affiliates under this Agreement.
5.13 You acknowledge that, except as otherwise stated herein, You are entirely responsible for all taxes, fees, levies and other costs which may arise from any payments made to you under this Agreement, including but not limited to any processing fees, payments to any tax authorities, department or other competent entities. Partner Wins shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by You. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject in connection with making payments to you.
5.14 We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question. If we believe that a Fraud has taken place or is contemplated by any Player without your knowledge, we will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud.
6. Proprietary Rights and Trademarks
6.1 Partner Wins hereby grants you a non-exclusive, revocable, non-transferable limited right and license for the term of this Agreement to use the Partner Site’s and Brands Intellectual Property (i.e., copyright, trademarks, service marks, logos, and trade names) solely in connection with the Marketing Tools that you may display on your site.
6.2 You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Trademarks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites’ rights (as an owner or licensee) in or to the Trademarks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Trademarks.
6.3 All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate
6.4 It is clarified that any and all data relating to the Players shall be and remain our exclusive property.
7. Confidentiality and Amendment
7.1 All Confidential Information shall be treated confidential must not be used for own commercial or other purposes or shared to any person or third party neither direct nor indirectly without Partner Wins’s prior explicit and written consent.
7.2 In the course of your participation in our Affiliate Program and during the term of this Agreement and thereafter, you might have access to disclosed Partner Wins and Partner Sites confidential, proprietary and sensitive information. You agree not to disclose any confidential information to any third party, directly or indirectly, unless by prior written consent obtained directly from Partner Wins or Partner Sites. If such consent is obtained, the Affiliate agrees only to use this confidential information to further the purposes of this Agreement.
7.3 This clause 7 shall survive the termination of this Agreement.
7.4 We reserve full right to, at any time and at our sole discretion, to amend, delete, alter or add to any of the provisions set forth in the Agreement herein without prior notice. We may, if applicable, provide a written notice of these amendments to all registered affiliates at the time these amendments occur. Your continued participation in our Affiliate Program, use of the Partner Wins Affiliate website at www.partnerwins.com and Marketing Tools, or acceptance of any commissions from Partner Wins hereby confirms your irrevocable acceptance of this Agreement (and any modifications thereto), subject to the Your continued compliance with the terms and conditions of this Agreement. If any modification to this agreement is unacceptable to You, the Affiliate, your only recourse against Partner Wins is to terminate this agreement and your participation in the Partner Wins affiliate program.
7.5 Amendments may include, but are not limited to for example, changes in the commission amounts payable under this Agreement, payment procedures, restrictions on operation and any other Partner Wins Affiliate Program rules. None of our employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
8. Liabilities and Indemnification
8.1 Partner Wins makes no express or implied warranties or representations in regards to the Affiliate Program or commission types (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Partner Wins makes no representation that Partner Wins Site operation will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
8.2 You will defend, indemnify, and hold us, our Partner Sites and our affiliates, and our and their directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement; (b) the performance of your duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of your site; (d) all conduct and activities occurring under Affiliate’s user ID and password; (e) any item or service sold or advertised in connection with Affiliate Site or Affiliate’s information and data; (f) any defamatory, slanderous or illegal material contained within Affiliate Site or Affiliate’s information and data; (f) any claim or contention that Affiliate Site or Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity.
8.3 We are not liable in any way, nor do we assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, contents or any other aspect related thereto.
8.4 Partner Wins will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if Partner Wins has been advised of the possibility of such damages. Further, Partner Wins’ aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions and referral fees paid or payable to the Affiliate under this Agreement during the previous eight (8) months from the date such damages were incurred. Any liability arising under this Agreement shall be satisfied solely from the commissions and referral fees generated, and is limited to direct damages. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
8.5 The Affiliate acknowledges and understands that Partner Wins is not a lottery sales representative, bingo, poker, mobile casino or gaming operator.
8.6 Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) 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; (2) you are not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not a resident of any of the Excluded Territories; (4) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; (5) you do not intend to be involved with Competing Marketing activities; and (6) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.
8. The Parties Relationship
8.1 We and you are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
8.2 You will have no authority to make or accept any offers, representations or obligations on our behalf. You will not make any statement, whether on your site or otherwise, that could be reasonably construed to contradict the foregoing
9. Term and Termination
9.1 The term of this Agreement will commence when you submit your affiliate application form located on Partner Wins’ site and will continue until either party notifies the other party that it wishes to terminate the Agreement, with or without cause, in which case this Agreement will be terminated immediately. Termination is at will, for any reason, by either party. For purposes of notification of termination, email is considered a written and immediate form of notification. Partner Wins Partner’s e-mail for notification purposes is: is: firstname.lastname@example.org .
9.2 Both Parties hereby agree that on termination of this Agreement:
9.2.1 You must remove all references to the Partner Sites from your affiliate websites and communications, including, without limitation, removing all Marketing Tools and disabling all links towards our Partner’s Sites;
9.2.2 All rights and licenses granted to You under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease all use of any of Partner Wins or Partner Sites’ trademarks, service marks, logos and other designations;
9.2.3 You will be entitled only to those earned and unpaid commissions for Players that are tagged with the Affiliate Tag as of the effective date of termination; provided, however, that Partner Wins may withhold each of the Affiliate’s commissions for a reasonable time to ensure that the correct amount is paid, but it is hereby clarified that as of the effective date of termination you will not be eligible to earn or receive Commissions;
9.3 Notwithstanding the aforementioned Section 9.1, if this Agreement is terminated by Partner Wins if You breach of any of the terms and conditions hereunder, then we shall be entitled to withhold the Affiliate’s earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach.
9.4 You must return to Partner Wins any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control; and
9.5 You will release Partner Wins from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve You from any liability arising from any breach of this Agreement, which occurred prior to termination.
9.6 Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) 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; (2) you are not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; (4) you do not intend to be involved with Competing Marketing activities; and (5) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.
10. Independent Investigation
10.1 You acknowledge that you have read this agreement and agree to all its terms and conditions. you understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate or contract with web sites that are similar to or compete with your web site. you have independently evaluated the desirability of participating in this affiliation program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
11.1 Complete Agreement. This Agreement constitutes the complete agreement and supersedes all previous communications or agreements, either oral or written, between the parties with respect to the subject matter hereof. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.
11.2 Governing Law & Jurisdictions. This Agreement is governed by the laws of Curacao. Any action relating to this Agreement must be brought in the Curacao and You irrevocably consent to the jurisdiction of its courts.
11.3 Assignment. You may not assign or transfer this Agreement or any part thereof without our Partner Wins’ prior written consent.
11.4 Non-Waiver. 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.
11.5 Remedies. Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. 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 by you of any provision of this Agreement, our rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
11.6. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial conflicts, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes and other catastrophic events. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented.
11.7 Severability/Waiver. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
11.8 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which when executed and delivered shall be deemed an original, but which counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by clicking the accept button on the affiliate application form or by signing and returning the current agreement by Fax to Partner Wins.
Partner Wins You, the Affiliate
In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.
This agreement shall become effective from the 1st of October 2014 to all individuals and companies who register with our programme from this day on.