Terms and Conditions
This Affiliate Agreement ("Agreement") contains the complete terms and conditions between, Partner Earnings ("Us" or "Our" or "We") and the individual or organization (the "Affiliate" or "You" or "Your") participating in Partner Earnings Affiliate Program (the "Program"). Execution by You of this Agreement as set forth below constitutes Your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between both parties.You should print and store this Agreement and the filled in Affiliate Signup Form.
1. Enrollment in the Affiliate Network
1.1 To begin the enrollment process, You must submit a completed Program Application via Partner Earnings (Our Site) which may be found upon the Partner Earnings website. We will evaluate Your application in good faith and will notify You of Your acceptance or rejection in a timely manner.
1.2 By submitting an application to be registered as an Affiliate, You:
- Warrant that You are over the age of legal majority in Your jurisdiction (meaning that You are over the age required by law in Your jurisdiction for entering into a legally binding contract) and that You are not aware of any lawful impediment precluding You from entering into this agreement;
- Warrant that the information with which You provide Us upon registration is complete, current, valid and honest;
- Warrant that, In the event that You are registering a juristic or corporate entity as an Affiliate, You have the full right, power and authority to enter into this Agreement on behalf of such entity;
1.3 On submitting Your Program Application You will provide Us with a complete list of domain names You intend to use for marketing in this program ("Proposed Domain Names") and upon request by Us You will provide Us with information regarding these Proposed Domain Names including but not limited to; How these domains are being Used, their quality, content and design. The Proposed Domain Names You provide will if Your application is accepted be the domains on which You are authorized under this agreement to promote the Participating Sites ("Accepted Sites").
1.4 We shall compare application information with domain name registration information where need be.
1.5 We may reject Your application if we determine, at Our sole discretion, that Your Site is unsuitable for the Program for any reason. These reasons include, but are not limited to:
- Infringe trademark rights of Ours or any third party. This includes stolen content, design that may violate the rights of any third party.
- Contain sexually explicit or hate/violent/offensive content or materials
- Promote illegal activities or otherwise violate any applicable laws, including those targeting spyware, adware or SPAM
- Violate any intellectual property rights, including, without limitation, scraping text or images from any other website, including those of Our partners.
- Using our partners or our brand name within the domain name.
Similarly, we shall reject Your application if we determine, at Our sole discretion, that Your Site is designed to appeal to minors. If we reject Your application, You are welcome to reapply to the Program at any time. You should also note that if We accept Your application and Your site is thereafter determined, at Our sole discretion, to be unsuitable for the Program, we may terminate this Agreement immediately.
1.6 You shall also be entitled to register Second-Tier Affiliates ("Sub-Affiliates") with Us, provided that such Affiliate is a genuine arms-length person and that You derive no financial benefit whatsoever from commissions paid by Us to a Sub-Affiliate. In the case of juristic or corporate persons, You shall not be entitled to register as a Sub- Affiliate, any entity in which You have any shareholding whatsoever.
2. Protection of Minors
We do not allow anyone under the age of 18 to register with or play on Our Sites or Participating Sites. Our Sites and Participating Sites are not designed to attract children or adolescents, and we take all measures to block underage persons from registering with them. Therefore, we shall reject Your application if we determine, at Our sole discretion, that Your Site is designed to appeal to minors and, as such, is not suitable for Our Program.
3. Promotion of Our Affiliate Relationship
3.1 Participating Sites in this Agreement are Partner Earnings and all its derivatives. Further Participating Sites may be added from time to time and should You wish to promote such sites You may do so by expressly activating Your account for them.
3.2 In the event of Your acceptance to the Program, we will make available to You, banner advertisements, button links, text links and other links as determined by Us which shall all link to Participating Sites (collectively referred to hereinafter as a "Link"), which You may display on Your Site, provided You abide by the terms and conditions of this Agreement.
3.2.1 In Using the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links. All Your Web sites shall display the Links prominently throughout such sites. If during the term of this Agreement You wish to place the Links on Web sites other than the Accepted Sites ("Alternative Sites"), You shall be obligated to request and receive Our permission for the placement of the Links on such Alternative Sites.
3.2.2 You may not modify a Link, unless You have received prior written consent from us to do so.
3.2.3 We have the right, in Our sole discretion, to monitor Your Accepted Sites at any time and from time to time to determine if You are in compliance with the terms of this Agreement. In the event that we determine that Your Use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links Used by You.
3.2.4 You cannot promote Our sites outside of standard affiliate links without prior written permission. The Use of the Links is the only method by which You may advertise Our sites.
3.2.5 You may not advertise Our sites in any other way including, without limitation, the use of spam e-mails.
3.3 As an Affiliate, You will be responsible for promoting the Participating Sites by implementing the advertising banners and special tracking URL's (provided by Us and identifying all traffic generated by You as having been directed to Us by You) on Your Sites, in Your e-mails and in other communication.
3.3.2 Only properly tagged Players can be assigned to an Affiliate. Should Your tag be improperly inserted into marketing material, whether Your Site or otherwise, or not properly received by the Our servers, the resulting Player registration and purchases will not be assigned to You.
3.6 You may not modify any banners or other creative material supplied by Us without Our prior written consent. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorized and permitted representation of the Participating Sites, their Brands and Partner Earnings
3.7 The Participating Site assumes ownership of potential Players at point of first official contact with the visitor referred by You.
3.7.1 You act as a referring agent for the Participating Site in this regard. The Participating Site reserves the right to refuse Players (or to close their accounts) if necessary to comply with any requirements that may periodically be established.
3.8 Derivative Domain names may not be Used by You to promote any Participating Site unless previously agreed in writing by Us. Derivative Domain names are the beneficial property of Us and Our Participating Sites.
4. Email Spam Policies
4.1 As an Affiliate, You agree to comply with the requirements of the CAN-SPAM Act of 2003 in its distribution of email that contains messaging regarding the Participating Sites. Furthermore, You agree that all promotional work You do with Us will comply with industry acceptable standards. Any unacceptable behavior (including the Use of spam) will be cause for immediate termination of this agreement.
4.2 Banners and links may not be placed within unsolicited e-mail (spam), unauthorized newsgroup postings, or chat rooms or through the Use of "bots". Traffic generated in the foregoing, or any illegal manner, will not accrue towards the calculation of any commissions payable to You in terms of this agreement. Furthermore, We reserve the right to terminate this agreement immediately if it comes to Our attention that You are 'spamming', falsely advertising or participating in any other form of marketing activity which could discredit the Participating Sites their brands or Us.
4.2.1 Furthermore, upon suspicion of such conduct We shall be entitled to place Your account under review and all funds due to You will be withheld pending an investigation into Your account and such activity. In addition, give Us the right to levy expenses and/or fees incurred as a result of such activity on Your behalf.
4.3 You agree to indemnify, defend and hold Us or any of Our hosted brands harmless from any cost, expense or liability arising out of any breach or alleged breach of Your obligations under this Email/Spam Policy.
5. Our Responsibilities
5.1 We will be responsible for providing all information necessary to allow You to make appropriate Links from Your Site and marketing to Our Participating Sites. We will track the number of Referred Players. "Referred Player" means any Player, not being a Player previously registered at any of the Participating Sites, who as a result of an independent effort of the You, (1) has been referred to any of the Participating Sites by You, and (2) has properly registered and opened an account with any of the Participating Sites, and (3) has been verified and accepted as a Player at any of the Participating Sites, and (4) has fulfilled any qualification conditions as may be prescribed by the Participating Site, and (5) has deposited real money into the said account (Money Players), as determined solely by Us on the basis of information registered on the relevant Participating Site's.
5.2 Neither You nor Your relatives, nor in the case of a corporate entity, Your employees are eligible to become Referred 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.
5.3 The number of Referred Players 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 information site.
5.4 We will provide a report to You detailing total number of referred Players, activity generated and commission and/or payments payable to You. We will, from time to time, make available such further statistics as we deem necessary to enable You to better promote the brands of the participating sites. We will enable You to access the report contents online.
6.1 We as the agent for the Participating Sites will pay You commission only on sign-ups with depositing of funds to any of the Participating Sites. Your entitlement to a referral fee will accrue only if the customer is a Referred Player. We will not, however, pay commission on any services that a customer purchases if the account is deemed to be abusing bonuses or credit card privileges in ANY way. We reserve the right to withdraw and reverse retroactive fraudulent and chargeback activities at any point in time. Payment of commission will continue for all Referred Players for the lifetime of this Agreement.
6.2 Net Revenue is defined as:
- On Casino activities: total wagers made by Referred Players less; payouts, progressive contributions (on network progressive games only), Chargebacks, bonuses, fraud, processing costs and other incentives offered to the Referred Player.
- Our poker room activities: poker rake, tournament fees made less;fraud, Chargebacks, bonuses, processing costs and other incentives offered to the Referred Player.
6.3 In the event You desire to offer certain incentives to potential Referred Players, You are required to receive Our prior written approval for such incentives prior to Your commencement of such activity. And in the event You do not receive such approval and offer such incentives, You shall not be permitted to receive any commissions generated on account of Referred Players who have become such in connection with the unapproved incentives.
6.4 All commissions shall be paid to You on a monthly basis, For the purposes of calculating commission earnings, the Affiliate Program month-end is the last day of the month. Payment shall be made by Us to You by way of the payment method selected by You and will be paid within 30 days of month end.
6.5 We 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 USD100 (the "Minimum Amount"), We shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. It is up to You to check the relevant minimum amounts per payment processing method, as well as their costs associated with them.
6.6 No commission shall be paid on any non depositing player, where bonuses are used. Minimum Commissions and other restrictions per payment method are:
6.7 We retain the right to review all commissions for possible fraud, where such fraud may be on the part of the Referred Player or on Your part. Any incidence of fraud on Your part constitutes a breach of this Agreement, and We retain full authority to terminate this Agreement immediately in the event of such breach.
6.8 Further, in the event that we deem that fraud has occurred, either on Your part or on the part of a Referred 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.
6.9 You are urged to provide accurate details in regard to the manner and information relating to Your preferred method of receiving commissions and We shall not be held liable for Your delayed receipt of commissions due to Your provision of inaccurate details.
6.10 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, (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 Players and (vii) any other act by You or by a Player which is reasonably understood to have been committed in bad faith against Us and Our Participating Sites regardless of whether or not such action has resulted in any type of harm or damage.
6.11 Partner Earnings will not pay commissions on your own, or a related person's player account. Any attempt to do so will be considered fraudulent and may result in your account being closed.
6.12 Chargeback Policy. Since Chargebacks directly affect the accumulated Net Revenue received by Us, it affects Your commission payment as well. If a Referred Player disputes a transaction which eventually results in a chargeback, the accumulated revenue generated by Yourself will be reduced by the chargeback amount up to the amount of commissions received.
7. Reports of Sales
We will update Your statistics on Our Site on a regular basis. We will provide You with Your pre-selected Username and password to review these statistics on a daily basis.
8. Licenses and Use of the Logos and Trademarks
8.1 We grant You a non-exclusive, non-transferable, revocable right (i) to access Our sites through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to Use Our logos, trade names, trademarks and similar identifying material relating to Us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our sites so Users of Your Site can subscribe to Our Participating Sites. You may not alter, modify or change the Licensed Materials in any way.
8.2 Other than establishing a Link from Your Site to Our sites, You shall not make any Use of any Licensed Materials without first obtaining Our prior written consent. You shall not Use the Licensed Materials in any manner that is disparaging or that otherwise portrays Us in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We, in Our sole discretion, may revoke Your license at any time, by giving You written notice.
8.3 Ownership of all content displayed upon Our Site or Our Participating Sites remains Our client's respective property and shall not be deemed to have been transferred to You through any act or omission in respect of this Agreement. You shall not assert the invalidity, unenforceability, or contest the ownership of Our or Our Participating Sites intellectual property in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Our licensor's rights in their intellectual property, render the same generic, or otherwise weaken its validity or diminish their associated goodwill
9. Obligations Regarding Your Web Site
9.1 You will be solely responsible for the technical operation of Your Web site and the accuracy and appropriateness of materials posted on Your Site. You agree that Your Site will not, in any way, copy or resemble the look and feel of Our Site or Participating Sites nor will You create the impression that Your Site is Our Site or any part of Our Site or Participating Sites.
9.1.1 You also agree that Your Web site will not contain any content of Our Site or any materials which are proprietary to Partner Earnings or Our Participating 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.
9.1.2 You will indemnify and hold Us and Our Participating Sites 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 Web site or any materials, products or services linked to therein.
9.1.3 You hereby acknowledge that Your conduct as an Affiliate shall reflect on Us and Our Participating Sites and has the potential to cause substantial damage to Our and Our Participating Sites reputation and goodwill and that You shall at all times consider the goodwill and reputation of Partner Earnings.
9.2 You are solely responsible for ensuring that the content of Your Site and Your products and services that You offer from Your Site comply with all applicable copyright and other laws. You must have express permission to Use another party's copyrighted or other proprietary material. We will not be responsible if You Use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and Your indemnity, below; will protect Us if You do so.
9.3 Should an Accepted Site be sold, that website's existing sheet of players will not necessarily become property of the new ownership. Please contact Your account manager prior to change of ownership to ensure all parties are in agreement on terms and responsibilities.
10. Term of this Agreement and Termination
10.1 The term of this Agreement will begin when You complete the sign-up procedure and have been informed by Us of Your acceptance to the Program and create a unique link to Our sites and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, WITH OR WITHOUT REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
10.2 Upon termination You must remove all of Our banners/icons from Your site(s) and disable all links from Your site(s) to Ours. All rights and licenses given to You in this Agreement shall immediately terminate. You will return to Us any confidential information and all copies of it in Your possession, custody and control and will cease all Uses of Our Marks.
10.3 If You have failed to fulfill Your obligations and responsibilities in terms hereof, We will not pay You the commission otherwise owing to You upon termination.
10.4 We may withhold Your final payment for a reasonable time after termination to ensure that the correct amount is paid.
10.5 If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
We may modify any of the terms and conditions contained in this Agreement at any time and in Our sole discretion. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement; should You so terminate the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Program following Our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.
NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US UNLESS REDUCED TO WRITING AND SIGNED BY BOTH PARTIES. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.
12. Relationship of Parties
You and Partner Earnings and any of the entities it represents are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything herein.
13. Representations and Warranties
13.1 Except as otherwise stated here, we make no express or implied warranties or representations with respect to the Program or any of Our Services sold through the Program or any Participating Sites Services (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of course of performance, dealing or trade Usage). In addition, we make no representation that the operation of Our Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
13.2 Each of Us (the "Warrantor") hereby represents and warrant to the other party as follows:
13.2.1 This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.
13.2.2 The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets.
13.2.3 No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.
13.2.4 There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding.
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT PLAYER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT
During the term of this Agreement, You may be entrusted with confidential information relating to Our business, operations, or underlying technology and/or the Program (including, for example, Referral Commissions earned by You under the Program). You agree to avoid disclosure or unauthorized Use of any such confidential information to third persons or outside parties unless You have Our prior written consent and that You will Use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.
15. Limitation of Liability
We 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 we have been advised of the possibility of such damages. Further, Our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to You under this Agreement.
You hereby agree to indemnify and hold harmless Partner Earnings, the entities it represents and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our Use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including without limitation, content therein not attributable to Us.
17. Data Protection
You shall comply with any relevant data protection laws in the jurisdiction in which You are domiciled and any jurisdictions in which You operate
Notice to Us in connection with this Agreement shall be deemed given as of the day they are received by email:
Notice to You in connection with this Agreement shall be deemed given as of the day they are dispatched by email.
19. Independent Investigation
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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 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 a provision or any other provision of this Agreement.
21. Governing Law
This Agreement will be governed by the laws of Curacao, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Curacao, and You irrevocably consent to the personal and subject matter jurisdiction of such courts. 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 be 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. You may not assign this Agreement, by operation of law or otherwise, without prior written consent by Us.
22. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.