Terms and Conditions
- This Agreement shall govern our relationship with You in relation to the Affiliate Program and modifies, replaces and supersedes any previous version of the Affiliate Program.
- When You indicate Your acceptance of these terms and conditions on the Form, You agree to be bound by all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.3 below).
- The Company may change, modify and/or cancel any of the terms of this Agreement at any time, at its sole and absolute discretion, by posting the new version of the Agreement on the Affiliate Website. Any such modification will take effect immediately after posting the new version on the Affiliate Website, unless stated otherwise by the Company when posting such new version. The Company is not obligated to make any additional notice to You in respect of any such new version. It is Your responsibility to visit the Affiliate Website frequently to make sure You are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to You, Your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following such modification will be deemed binding acceptance of the modification.
DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
- "Affiliate Website" means the website, mobile site and/or mobile application via which the Affiliate Program is offered.
- "Company" means NOIAH Marketing Ventures KFT.
- "Customer" means any person who meets the requirements as set out in the Form.
- "Fees" is the amount due and payable to You, as calculated based solely on the Company’s system's data and calculation and in accordance with the terms of this Agreement, the Form and the fees and payments terms set forth in the Website (as may be changed from time to time by the Company at its sole and absolute discretion).
- "Form" means the form provided on the Website. For the avoidance of doubt, it is hereby clarified that the Form does not constitute a valid proposal to enter into contractual arrangements, and thus will constitute a binding agreement only after You fill it out and submit it to the Company and the Company acknowledges its consent that You will participate in the Affiliate Program; therefore, Your submission of the Form does not constitute a binding agreement.
- "Marketing Materials" means banners and text links (which include Trackers) that You may use to connect Customer to the Website and any other marketing materials that You use in connection with this Agreement.
- "Restricted Territories" means any jurisdiction in which the offering and/or use of the products and services of the Company is illegal as well as any additional jurisdictions added by the Company at its sole and absolute discretion.
- "Tracker(s)" means the unique tracking codes that the Company provides exclusively to You, through which the Company tracks Customers' and potential Customers' activities and calculate Fees.
- "We", "Our" or "Us" shall mean the Company, its subsidiaries, affiliates, employees, directors, shareholders, owner, officers, agents, suppliers, consultants and/or contractors.
- "Website" means any website, mobile site and/or mobile application operated under the brand www.luckstarscasino.com
- "You", "Your" and/or "Affiliate" mean the individual or entity which applied as an affiliate via the Form.
If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in a definition clause, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
REGISTRATION AND OPERATION
- You shall provide true and complete information to the Company when completing the Form and promptly update such information if all or any part of it changes. You shall also provide the Company with such other information and/or documentation as the Company may request from time to time.
You shall market to and refer potential Customers to the Website. You will be solely
liable for the content and manner of such marketing activities. All such marketing
activities must be professional, proper and lawful under applicable rules, regulations
or laws (including, but not limited to, any laws relation to the content and nature of
any advertising or marketing) and otherwise comply with the terms of this Agreement. You
shall not perform any of the following, nor shall You authorize, assist or encourage any
third party to:
- place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, at the Company’s sole and absolute discretion, otherwise unsuitable;
- develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of the Website to any person who is less than 18 years of age (or such higher age of legal consent as may apply in the relevant jurisdiction);
- breach any of the provisions of Section 5 below;
- use Marketing Materials in a manner that may potentially confuse a Customer or potential Customer (including, but not limited to, using incorrect, inaccurate and/or fraudulent materials);
- place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium: (a) infringes any third party's intellectual property rights; (b) copies or resembles any Website in whole or in part; or (c) disparages Us or otherwise damages Our goodwill or reputation in any way;
- read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Us by any person;
- alter, redirect or in any way interfere with the operation or accessibility of the Website or any page thereof;
- register as a Customer on behalf of any third party, or authorize or assist (save by promoting the Website in accordance with this Agreement) any other person to register as a Customer;
- take any action that could reasonably cause any person confusion as to Our relationship with You or any third party, or as to the ownership or operation of the Website or service on which any functions or transactions are occurring;
- cause the Website (or any parts or pages thereof) to open in a visitor's browser other than as a result of the visitor clicking on banners or text links contained in or as part of any Marketing Materials;
- attempt to intercept or redirect (including via user-installed software) traffic from or on any website or other place that participates in the Affiliate Program;
- market or promote the Website within territories which are Restricted Territories, attempt to circumvent any restriction which the Company has put in place to prevent potential Customers from Restricted Territories from registering as Customers, or attempt to disguise the geographical location of a Customer or potential Customer.
- If the Company determines, at its sole and absolute discretion, that You have breached the provisions of Section 3.2, the Company may (without limiting any other rights or remedies available to Us) withhold, seize, confiscate any Fees and/or terminate this Agreement with immediate effect.
- You shall not modify the Marketing Materials in any way without the Company’s prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines the Company provides to You on the Affiliate Website or otherwise from time to time and any applicable laws. Any customized promotional materials provided to You will be at Your cost and deducted from the Fees.
- During the term of this Agreement, the Company grants You a revocable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Your obligations under this Agreement. You may use the Marketing Materials only as long as this Agreement is in effect. Upon termination of this Agreement, for any reason whatsoever, You will immediately stop using any Marketing Materials. The use of the Marketing Materials is only for promoting the Website and is not allowed to any other third parties or any other websites.
- Trackers are for Your sole use and are not to be assigned to others without the Company’s prior written consent.
- You shall not acquire any right to any data relating to the Customers and/or potential Customers and the Company shall remain at all time the sole owner of any Customer’s data.
- You acknowledge that the Company owns all intellectual property rights comprised in any and all of the Marketing Materials, the Company’s brand, the Affiliate Website and the Website (the "Marks"). Any use of any trade mark, domain name, trade name and/or any other intellectual property which contains, is confusingly similar to or is comprised of the Marks (other than in accordance with the terms of this Agreement) without the Company’s prior written consent is prohibited. By way of example, but without limitation, You may not register or use any of the Marks in any part of any domain name. You agree that any use by You of the Marks inures to the Company’s sole benefit and that You will not obtain any rights in the Marks as a result of such use. You shall not register or attempt to register any trademarks, trade names or domain names that contain, are confusingly similar to or are comprised of the Marks, and You hereby agree to transfer any such registration obtained by You to the Company upon demand and for free. You further agree not to attack Our ownership of and title to the Marks in any way.
- You are expressly forbidden from making contact and corresponding with Customers and/or providing their details to any third party, during the term of this Agreement and at any time after the expiration or termination of this Agreement. If in the Company’s sole and absolute discretion, You try to or make contact with a Customer, or provide any Customer's details to any third party, the Company may (without limiting any other rights or remedies available to Us) withhold, seize and/or confiscate any Fees and/or terminate this Agreement with immediate effect.
- You hereby acknowledge and agree that Company is considered as a controller in respect of personal data of the Customers; No personal data of any Customer will be provided to You; to the extent any personal data will be provided to You, You hereby guarantee to implement appropriate technical and organizational measures in such manners that processing of any personal data will meet the requirements of any data protection legislation and to ensure the protection of the rights of any data subjects; You further undertake to always comply with any data protection legislation including but not limited to the General Data Protection Regulation, as amended, modified, consolidated, re-enacted or replaced and in force from time to time.
REPORTS & PAYMENTS
- The Company will track and report Customers' activity for purposes of calculating Your Fees. The form, content and frequency of the reports may vary from time to time at the Company’s sole and absolute discretion. Generally, You shall have access to the Company’s online data reports.
- Unless otherwise agreed and subject to the terms of this Agreement and Your full compliance with Your obligations hereunder, Fees will be paid to You on a monthly basis, within approximately 30 days following the end of each calendar month, in accordance with the terms of this Agreement and the payment plan and rates outlined on the Affiliate Website and/or Your Form, and after any deductions or set offs that We are entitled to make under this Agreement.
- Neither You nor Your friends, employees, agents, advisors, service providers or relatives are eligible to become Customers and should You or they do so, the Company may (without limiting any other rights or remedies available to Us) withhold, seize and/or confiscate any Fees and/or terminate this Agreement with immediate effect. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
- The Company’s measurements and calculations in relation to Your Fees shall be the sole and authoritative tool and shall not be open to review or appeal; any claim or contest made by You in respect of the Company’s measurements and calculations shall entitle the Company to withhold all of Your Fees. To permit accurate tracking, reporting, and Fees accrual, You must ensure that the Trackers are properly formatted throughout the term of this Agreement.
- The Company retains the right to revise, change and amend the Fees scheme by which You shall be paid, as well as the Customer qualification criteria as the Company shall see fit at its sole and absolute discretion.
- The Company retains the right to review all Fees for possible fraud, where such fraud may be on the part of the Customer, on Your part or on the part of any third party. For the avoidance of doubt, and without derogating from the above, the Company retains full and absolute discretion in disregarding any fraudulent activity, abuse or any other action intended to increase the Fees. Fraudulent activity shall include, but is not limited to, (i) manipulating the calculation of the Fees, (ii) causing Fees to be calculated in connection with anything other than in respect of a Customer, (iii) using Marketing Materials in a manner that may potentially cause confusion (including, but not limited to, using incorrect, inaccurate and/or fraudulent materials), (iv) not complying with the Company's policies and guidelines, (v) using deceptive or automated marketing practices, or (vi) attempting to perform any of (i) to (v) above. Without derogating from the above, if You and/or any other person and/or entity performs any fraudulent activity, takes part in any fraudulent activity and/or attempts to perform any fraudulent activity, You will forfeit all of the Fees, regardless of whether they were generated from any fraudulent activity or not, as determined by the Company at its sole and absolute discretion, return to the Company any Fees You received as a result of fraudulent activity and the Company will be entitled to terminate this Agreement with immediate effect.
- During the period in which the Company shall review Fees for possible fraud, the Company shall have the right to withhold any Fees accrued in Your favor until such time as the review has been concluded and subject to the conclusions of such review. The Company retains the right to set-off from future Fees payable to You any amounts due to it.
- Notwithstanding anything to the contrary in this Agreement, in accordance with the provisions of the Affiliate Program, the Company will not pay You any Fees in relation to Customers from Restricted Territories.
- Notwithstanding the foregoing, if for any calendar month the total amount of Fees due to You is less than the threshold set by the Company (calculated per different payment methods: PayPal: EUR 200 and Bank Wire Transfer: EUR 500), the balance will be carried over and added to the next month's Fees until the total amount exceeds such threshold. Further, if the amount of Fees due is negative in any particular month, then that negative amount will carry over and be deducted against the Fees due in following month. In the event that the balance carried over does not exceed EUR 200 within a consecutive six (6) months period, then the amount of Fees due will be voided and cancelled and this Agreement will automatically terminate.
- All payments will be due and payable in any currency as the Company will determine at its sole and absolute discretion. Payment will be made by any method as the Company at its sole and absolute discretion shall decide; however, the Company will use reasonable endeavors to accommodate Your preferred payment method. Any charges, fees and/or commissions in connection with transferring the Fees to You will be covered by You and deducted from Your Fees. For the avoidance of doubt, the Company will not be liable to pay any currency conversion charges or any charges associated with the transfer of money to You.
- You understand and agree that potential Customers must link using Your Tracker in order for You to receive Fees. In no event is the Company liable for Your failure to use Trackers. Notwithstanding any other provision herein, the Company may at any time and at its sole and absolute discretion alter its tracking system and reporting format.
- Without derogating from the provisions of Section 4.4, if You disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send the Company written notice of Your dispute. Dispute notices must be received within thirty (30) days of the Company making available Your monthly report or Your right to dispute such report or payment will be deemed waived and You shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from the Company by You will be deemed full and final settlement of Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of Your Fees, the Company reserves the right to correct such calculation at any time and to reclaim from You any overpayment made by the Company to You and/or withhold and/or deduct from Your Fees.
- You shall comply with all applicable laws and any policy notified by the Company through in relation to money laundering and/or the proceeds of crime.
- All taxes due in connection with any payments to You are Your sole liability. You are responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes (including, but not limited to, VAT), levies, duties and charges in respect of Your income from or in relation to this Agreement and for collecting and paying the income tax and social security contributions in respect of Your staff, if You have any. For the avoidance of doubt, it is hereby clarified that the Company will not increase the Fees due to any tax, levy, duty or charge (including, but not limited to, VAT) imposed on the payment of the Fees, and all Fees are inclusive of any such tax, charge, duty and/or levy (including, but not limited to, VAT).
ELECTRONIC MARKETING RULES
If You promote the Website and/or the Company through email marketing, then Your practices must comply with all of the following:
- You have clear and specific consent from the proposed recipient(s) before You send any such communication. The consent must have been given to You by way of an opt-in consent mechanism. Any tick box must not be pre-populated;
- The communication makes it clear that it is marketing the Website;
- If such communication includes any promotional offers, that promotion is clearly identified as such and any conditions which the prospective Customer must meet in order to qualify for the promotion are set out clearly and unambiguously in the communication;
- You will not send any such communication to persons under the age of 18 or under the age of legal consent (whichever is higher) in the country of the proposed recipient(s) of any such communication;
- Any such communication promotes only the Website (and not any third parties, third party services and/or third party websites and/or mobile sites) and shall not include any content other than the Marketing Materials;
- You include a true name in the communication in the "From" line of any email and not a sales pitch or a marketing message. Any such communication must clearly identify You as the sender of the communication and You shall not falsify or otherwise attempt to hide Your identity;
- You do not mislead the recipient(s) with regard to the content and purpose of the communication;
- You provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication;
- The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least thirty (30) days after the date in which the communication was sent. You also include a physical business address in any such communication;
- You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communication to any person who indicates (by whatever means) that he or she do not wish to receive any further marketing communications;
- You do not send any such communication to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications; and
- You are responsible for ensuring that Your communication practices comply with all applicable laws (including, but not limited to, privacy and data protection legislation) and codes of practice.
TERM AND TERMINATION
- This Agreement will take effect when the Company has accepted Your filled-out Form and continue until terminated in accordance with the terms of this Agreement.
- You may immediately terminate this Agreement, with or without cause, upon written notice to the Company at email@example.com For the avoidance of doubt, termination of this Agreement will end your participation in the Affiliate Program as a whole.
- The Company may terminate this Agreement in whole or in part with immediate effect, without cause at any time, upon written notice to You that We may send by email to such email address You have provided to the Company or to any address provided by You. In the event the Company terminates the Agreement, the Company shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement for any reason whatsoever, whether by You or by the Company, You will no longer receive any Fees in respect of Customers, potential Customers and/or future Customers – even if your Trackers remain operative. If the Company terminates a specific Tracker, You will no longer receive any Fees through that; however, Your remaining Trackers will not be affected.
- The Company may at its sole and absolute discretion and without prejudice to its further rights and remedies, suspend the Agreement (in whole or in part). During the period of suspension, the Company may withhold the payment of any Fees due to You. Payment of any withheld Fees will be made to You within thirty (30) days from lifting of the suspension.
- This Agreement shall be deemed automatically terminated without notice where the total cumulative balance of Fees due to You is less than EUR 200 for six (6) consecutive calendar months.
- Without derogating from the provisions of Sections 3.3 and 6.3, the following will apply upon termination of this Agreement: (a) You shall stop promoting the Website and the Company and all rights and licenses given to You under this Agreement will terminate immediately; (b) You shall return all confidential information and cease use of any of the Marks and the Marketing Materials; (c) the Company may leave open, redirect or deactivate any Trackers at its sole and absolute discretion without any obligation to pay You for any sum whatsoever for Customers, potential Customers and future Customers; (d) the Company reserves the right to deduct any sums owed to Us from the Fees and/or withhold any payments of the Fees for a period of 6 (six) months; and (e) the Company will have no further liability to pay You any further sums (including, but not limited to, the Fees) in connection with any Customers, potential Customers and/or future Customers, even if these were referred to the Website by You.
- Sections 3.3, 3.4, 3.5, 3.7, 4.6, 4.7, 4.8, 4.10, 4.11, 4.12, 4.13, 4.14, 5, 6, 7, 8 and 9 and such other provisions that by their nature shall survive any termination or expiry of this Agreement – shall so survive the termination or expiration of this Agreement.
- WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, THE AFFILIATE WEBSITE, THE WEBSITE, THE TRACKER OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT THE AFFILIATE PROGRAM, THE AFFILIATE WEBSITE, THE WEBSITE AND/OR THE TRACKER WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, NON-INFRUNGEMENT, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
- Certain Customers may be blocked and/or restricted and the applications of certain potential Customers may be rejected, for any reason and/or without cause. . No guarantee, representation and/or warranty is provided as to the consistent application and/or success of any such activity.
- The obligations under this Agreement do not constitute personal obligations of the owners, shareholders, directors, officers, agents, employees, consultants, vendors, contractors, suppliers and/or representatives of the Company. In no event will We be liable for any indirect, special, incidental, consequential or punitive losses, injury or damages of any kind (regardless of whether We have been advised of the possibility of such losses) including, but not limited to, any loss of business, revenue, profits or data. Our total aggregate liability arising under this Agreement, whether in contract, tort (including negligence), for breach of statutory duty or under any other legal theory shall only be for direct damages and shall not exceed the Fees generated and payable to You hereunder over the previous two (2) months from the date of the cause for such liability.
- You shall defend, indemnify and hold Us harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including legal fees) resulting or arising from Your actions in connection with this Agreement and/or as a result of Your breach of this Agreement.
- Without prejudice to any other rights or remedies available to Us under this Agreement or otherwise, We shall be entitled to set off any payments otherwise payable by Us to You hereunder, against any liability of You to Us, including any claims We have against You resulting from or arising from, Your actions in connection with this Agreement and/or Your breach of this Agreement.
YOU WARRANT AND REPRESENT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE WEBSITE, THE AFFILIATE WEBSITE AND THE COMPANY AND HAVE AGREED TO THE TERMS OF THIS AGREEMENT AFTER BEING PROVIDED WITH AMPLE OPPORTUNITY TO REVIEW THEM AND CONSULT WITH A LEGAL COUNSEL.
- All notices pertaining to this Agreement will be given by email as follows: to You at the email address provided by You on the Form (or as subsequently updated by You to the Company in the event of change), and to the Company at firstname.lastname@example.org. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being received or twenty-four (24) hours from the time of transmission.
- There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between You and Us under this Agreement. Neither of You nor Us have the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
- You understand that We may at any time (directly or indirectly), enter into marketing and/or affiliate agreements with other affiliates on the same or different terms (including, but not limited to, the fees paid to You and them) as those provided to You in this Agreement and that such affiliates may be similar, and even competitive, to You. You understand that We may re-direct traffic and users from the Website to any other online site that We deem appropriate at Our sole and absolute discretion, without any additional compensation to You.
- As an Affiliate, You may receive confidential information from Us, including (without limitation) confidential information as to Our marketing plans, marketing concepts, structure and payments. This information is confidential and constitutes Our proprietary trade secrets. You shall not, during the term of this Agreement and at any time after the termination or expiration thereof, disclose this information to third parties or use such information other than for the purposes of this Agreement without Our prior written approval.
- You may not issue any press release or other communication to the public with respect to this Agreement, the Marks or Your participation in this Affiliate Program without the Company’s prior written approval.
- ou may not assign, sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of Your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this Section shall confer no rights on the purported assignee.
- This Agreement shall be governed by and construed in accordance with the laws of England, without giving effect to conflict of law principles. You irrevocably agree to submit, for the benefit of Us, to the exclusive jurisdiction of the courts of London, England, for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and You waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
- Whenever possible, each provision of this Agreement will 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 or any other provision hereof, and this Agreement would be interpreted so as to give effect, to the greatest extent possible, to that provision.
- This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing.
Last updated: 19.10.2020