Chipstars Affiliate Agreement
This agreement (the “Agreement) is made between Games & More BV (the “Company”), and the Affiliate, and collectively, the “Parties”) for participation in The Company’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement.
Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
The Affiliate maintains and operates the Affiliate Website(s) on the internet, and/or may refer potential customers to the Company Websites either through such sites or otherwise through other marketing channels. In the event that other marketing channels are to be used, the Affiliate must seek the prior approval of the Company.
This Agreement governs the terms and conditions pertaining to the promotion of the Company Websites by the Affiliate, whereby the Affiliate will be paid consideration in terms of Article 11 of this Agreement, depending on the New Customers referred (NGR) to the Company Websites and as subject to the terms of this Agreement.
2. Acceptance of an Affiliate
Upon the completion of the Affiliate Application by the Affiliate, the Company shall evaluate the Affiliate Application form hereby submitted and shall inform the applicant via email whether the requested participation in the Affiliate Programme has been accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion.
3. Promotional Materials.
Company may make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
4. Use of Promotional Materials.
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications: Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.
Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
6. Intellectual Property.
Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 5.
7. Relationship of Parties.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
8. Affiliate Representations and Warranties
The Affiliate hereby represents and warrants that it/he/she:
- in the case of a natural person, is aged 18 or over, and is aged 21 or over in the case of the Affiliate being resident in Estonia.
- is competent and duly authorized to enter into legally binding agreements.
- is the proprietor of all rights, licenses, and permits necessary to market, promote and advertise the Company Websites on the Affiliate Websites or any other marketing channel as may be approved by the Company, in accordance with the provisions of this Agreement.
- is not involved in or does not intend to be involved in any act or traffic that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering activities.
- will comply with all applicable rules, laws, and regulations in correlation with the promotion of the Company Websites.
- is in possession of all appropriate consents or otherwise has a solid legal basis to process personal data in terms of the Data Protection Legislation and to conduct its activities under this Agreement, specifically to generate traffic and refer customers to Company Websites.
- fully understands and accepts the terms of the Agreement.
- understands that the role of the Affiliate shall be specifically limited to the advertisement, marketing and promotion of the Company Websites, subject to the terms and conditions of this Agreement. For the sake of clarity, it is accepted and understood that the Affiliate is not authorised to enter into any direct or indirect communications with any New Customers or any potential or existing customers of the Company in relation to activities carried out on the Company Websites or any disputes or complaints arising therefrom.
9. Company Rights and Obligations
10. Responsibilities and Obligations of the Affiliate
The Affiliate hereby expressly undertakes:
- to advertise, market and promote the Company Websites to potential customers, by providing Links and disseminating marketing material received from the Company on the Affiliate Websites, or via other marketing channels as may be approved in writing by the Company.
- to use its professional skills and expertise to actively and effectively advertise, market and promote the Company Websites as widely as possible, and in a manner which reflects industry affiliate best practice, in order to maximize the benefit to the parties whilst abiding by the General Terms and Conditions as may be brought forward from time to time and/or as are published online.
- to only use marketing material as shall be provided to the Affiliate by the Company for the purposes of the advertisement, marketing and promotion of the Company Websites. The Links and/or the marketing material shall not be amended or altered without the prior written consent of the Company. The Company shall be responsible for the content and presentation of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the execution of this Agreement. Provided that the Affiliate shall be solely liable and responsible for the manner in which the material provided to it by the Company is presented on the Affiliate Website or generally distributed (via any other medium as may be approved in writing by the Company) and for the suitability and compliance thereof with all applicable laws, rules and regulations, whilst further ensuring that any promotions are displayed in a clear and transparent manner.
- to market and refer potential players to Company Websites entirely at its own cost and expense. The Affiliate will be solely responsible for the distribution and manner of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful and conducted in accordance with applicable laws and all local conduct of business requirements.
- to use only a tracking link provided to the Affiliate within the scope of the Affiliate Programme. In default of this, no warranty whatsoever can be assumed for proper registration and sales accounting.
- to be generally responsible for the development, the operation, and the maintenance of its own Affiliate Websites as well as for all material appearing on its own websites, provided that the Company shall remain responsible for the content of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the promotion of the Company Websites.
- not to send any material via direct marketing means to customers whom the Affiliate knows or should reasonably know to be self-excluded with the Company.
- to, at all times, abide by all the relevant advertising and/or marketing rules, legislation and guidelines issued by the competent authority/ies of the country in which the Affiliate intends to advertise, market and promote the Company Websites, as well as the countries in which the Company’s Websites are licensed to operate. The Company reserves the right to request the Affiliate to immediately remove any promotional material which may be brought to attention and which it deems, in its sole absolute discretion, to be in breach of any relevant advertising and/or marketing rules. For the sake of clarity, it is expressly stated that all annexes found herebelow, as well as any further annexes added from time to time, and the obligations contained therein, shall form an integral part of this Agreement.
- that it will not perform any act which is libellous, discriminatory, obscene, immoral, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent material. The Affiliate shall not advertise (or cause to be advertised) the Company Websites on any sites which may, in any manner, be considered to be obscene, immoral, unsuitable or are otherwise black-listed and identified on the Police Intellectual Property Crime Unit (PIPCU) database. The Affiliate shall ensure that it is aware of the location of each of such advertisements. The Company reserves the right to periodically request a list of all locations used by the Affiliate to promote the Company Websites to ensured continued compliance. Accordingly, the Affiliate can only advertise the Company Websites on websites and through media accounts and channels that have been disclosed to and approved in advance by the Company.
- that it will not advertise the Company Websites on Facebook without having first obtained a Facebook Addendum signed on behalf of the Company. Similarly, the Affiliate shall obtain the written consent of the Company prior to promoting the Company Websites on any other social media platform.
- that it will not publish an advertorial or website review pertaining to the Company Websites or any brands connected thereto without having received the prior approval in writing of the Company.
- that it will not allow the targeting of any jurisdiction where gambling and/or the promotion thereof is unlawful and/or illegal, as may be updated from time to time by the competent authorities.
- that it will not generate traffic to the Company Websites by unlawful, illegal or fraudulent means, particularly, but not limited to, by:
- (i) Sending spam. This includes all formats of spam, including but not limited to emails and/or sms’ that meet any one of the following criteria: (a) are unsolicited and sent to a large number of addressees, (b) contain false or misleading statements, (c) does not honestly identify the source of the originating email address, (d) does not contain an online and real time ‘Remove’ option or € causes software download, installation or similar action with addressee consent.
- (ii) Incorrect meta tags.
- (iii) Registering as a player or making deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the amounts payable, or to otherwise defraud the Company.
- (iv) Popups, popunders and cookie dropping. This includes but is not limited to popups, popunders and dropping customer cookies. If you have media sources/websites that do not contain libellous, discriminatory, obscene, unlawful or otherwise unsuitable material and you are planning pop ads campaigns, pre-approval from the Company is required in all cases. that the Affiliate Website/s and any other medium which may be used by the Affiliate to advertise, market and promote the Company Websites in terms of this Agreement shall at all times uphold the standards of best practice by including, without limitation, the promotion of responsible gambling and containing ‘18+’ (or any other higher age restrictions that may apply to different jurisdictions) and responsible gambling warning messages and logos and links to the sites of agencies/organisations that help vulnerable customers on any pages/sites/media that links the potential customer to the Company Websites.
- that it must not promote the Company Websites in connection with Matched Betting and Arbitrage Betting, which, for the purposes of this sub-clause, is defined as any method of betting or wagering which is intended to give players a guaranteed win with no risk, including, but not limited to, the use of free bets.
- that it will not present its own websites in any way that might evoke any risk of confusion with the Company and/or the Company Websites and/or the Company and/or convey the impression that the Affiliate Websites are partly or fully originated from the Company.
- that it will not purchase, attempt to register, or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Company Websites and trademarks, trade names or otherwise.
- that it will not use any of the Company Websites’ trademarks, trade names or otherwise include the terms contained therein or variations that are confusingly similar, in affiliate URLs. Brand names may not be used in a derivative URL or subdomain.
- Affiliate’s website/content does not contain any materials that are:
- Sexually explicit, obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Graphically violent, including any violent video game images; or
- Solicitous of any unlawful behavior.
The Affiliate further agrees:
Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set in Article 10. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Article 14. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
16. Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially. Such information must not be used for own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of the Company this provision shall survive the termination of this Agreement.
The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.
20. Entire Agreement.
This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
The Company reserves the right to transfer or assign this Agreement, in whole or in part, to any person or entity without notice and Affiliate will be deemed to consent to such assignment. Affiliate may not assign or transfer any of Affiliate rights or obligations under this Agreement.
22. Changes to this Agreement
The Company reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, a written notice of the amendments will be sent to the Affiliate’s registered email address and such notice will be deemed to be served once sent by the Company. The Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.