These Terms and Conditions constitute the agreement between Affiliate Gold ("Affiliate Program" or “Company”) and you ("Affiliate"). Affiliate Program is operated by Happy Players N.V., registration number 154347, with its registered office at Johan Van Walbeeckplein 24, Curacao ("Company");
hereinafter the Affiliate and the Company separately may be referred to as the “Party” and together as the “Parties”.
Affiliate is a marketing agency specializing in promoting companies and its services and attracting visitors to certain websites and, in this way, generating new customers;
The Company means company which is engaged in remote gambling activities and operates under “Affiliate Gold” brand name (www.affgold.com) and any other brand owned by the Company (“Services”);
Both Affiliate and Company have agreed to form a business relationship in which Affiliate promotes the Company and its services and, in this way, generates new players for the Company.
THEREFORE, the Parties have agreed to enter into this Agreement as follows:
The Company appoints the Affiliate on a non-exclusive basis to market the Company and its Services to the potential customers via channel(s) (website/application/widget, etc.) maintained and operated by the Affiliate (“Affiliate Website(s)”) from which traffic is generated to the Company’s Website(s) (“Company’s Website(s)”).
The Company undertakes to pay to the Affiliate for participating in Affiliate program and promoting Company’s Services to the new customers.
In the light of this Agreement, the “New Customer” means a customer of the Company who (i) has opened a new player account after having been referred from the Affiliate Website(s) to the Company’s Websites; and (ii) has made a first deposit on the Company’s Websites according to the terms and conditions of the Company’s Websites, but excluding the Affiliate itself, its employees, relatives, and/or friends; and (iii) is not already in the customer databases of the Company’s Websites (for example, if the customer has previously closed its account and opened a new one after referral from the Affiliate).
Affiliate is responsible for promoting the New Customers to Company (“Affiliate program”) based on a commission fee pursuant to the terms and conditions set forth herein. The Affiliate hereby agrees to accept commission fee as final, fair and complete remuneration for introducing New Customers to Company.
Nothing in this Agreement can be interpreted as authorizing the Affiliate to create any other legally binding obligations for the Company or vice versa. Each Parties’ duties and responsibilities in relation to the Services shall be limited to those expressly set out in this Agreement.
Parties agree that the Affiliate Program and Services shall comply with reasonable performance standards and shall be provided with the integrity which may be expected from a professional services organization.
The Company’s Rights and Obligations:
The Company is responsible for accepting or refusing the Affiliate application.
If the Affiliate is accepted, a unique player-tracking code will be assigned to the Affiliate, which the Affiliate can use to link to the Company’s Websites.
The Company shall provide necessary assistance, know-how, contents, documentation and related information to the Affiliate as it may reasonably request during the performance Affiliate Program hereunder.
The Company is solely responsible in relation to the Affiliate for the online gaming activities offered through the Company’s Websites.
The Company will record the Revenue Share generated by the New Customers, and the total amount of Commission earned to the Affiliate and provide the Affiliate with commission statistics.
The Company will pay the Commission to the Affiliate as described in this Agreement.
Having received the New Customer, the Company shall still apply its due diligence and Know-Your-Customer (KYC) procedures on the New Customer. Having applied its due diligence and KYC procedures, the Company reserves the right to determine, in its sole and absolute discretion, whether New Customer shall be accepted or not. The Company shall also in its sole and absolute discretion be entitled to determine whether to close the New Customer’s account if it, in the sole opinion of the Company, is necessary in order to comply with national and international regulations, obey the Company’s policy and/or to protect the interest of the Company, its customers or any third party.
The Company reserves the right to cancel, alter, or close the Affiliate Program, and/or alter the provisions of the Agreement at any time as the Company considers appropriate at its sole discretion. Material changes will be notified to the Affiliate by email and take effect seven (7) days after such notice takes place. If the Affiliate does not agree to such changes, it may within the seven (7) days terminate this Agreement so that it ends on the date the changes come into force.
The Company shall use and process the following personal data of an Affiliate and/or any Affiliate employee as follows and in accordance with the applicable privacy laws; username for the purpose of logging in, email address, name, date of birth, country and address, telephone number, and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing the business relationship. Other than business contacts, the Affiliate shall not have access to any information held by the Company relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly).
The Affiliate’s Rights and Obligations:
At its own expense, shall actively and effectively market and promote the Company’s Websites as widely as possible to maximize the benefits of the Parties;
Shall use links, promotions, advertising or marketing material provided solely within the scope of the Affiliate Program, and not to use any other material unless specifically authorized by the Company in writing;
The Affiliate represents and guarantees to the Company that it is has the knowledge and skills needed to perform the Affiliate Program as described in the Agreement in accordance with laws applicable in the country of his activity. Affiliate undertakes that any action, promotion, canvassing or communication relating to the Company and to the Services will respect the applicable laws and Company’s image, reputation, positioning and will comply with Company’s quality standards as well as with its marketing policy as communicated to the Affiliate. The Affiliate will comply with all the obligations applying to his activities and will in particular ensure that his promotion and canvassing actions are always perfectly lawful and appropriate considering the aim pursued, in order to preserve the reputation and the image of the Company and of the Services.
The Affiliate shall always comply with the applicable personal data protection regulations.
Shall solely use links provided by the Company within the scope of the Affiliate Program;
Shall maintain and develop the Affiliate Website(s);
Shall conduct its business in a way that reflects favorably upon the Company;
Shall undertake that its marketing activities (including Affiliate Websites) neither do nor will contain any material, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, or graphically violent material;
Shall not use cookie stuffing, iframes, popups;
Shall not target players who are under the legal age for gambling, and shall, for example, not provide facilities for gambling which are meant to appeal particularly to children or young people;
Shall not target any jurisdiction where gambling and/or promotion of gambling is illegal or subject to a license not held by the Company. The list of jurisdictions is indicated in the Annex;
Shall not generate traffic to the Company’s Websites through illegal or fraudulent activity, particularly, but not limited to sending spam and/or registering as a player or making deposits directly or indirectly to any player account. Therefore, may neither the representative of Affiliate nor its immediate family or friends become the New Customer, and Affiliate shall not be entitled to any payment under this Agreement concerning such activity. Immediate family in this context means Affiliate’s representatives’ spouses, partners, parents, children, or siblings. Violation of this provision shall be deemed as fraud;
Shall not present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Company’s Websites or convey the impression that the Affiliate Website is partly or wholly originated or incorporated with/from the Company’s Websites and/or the Company;
The Affiliate shall ensure that login details provided by the Company are kept confidential, safe, and always secure. Any unauthorized use of login details resulting from the Affiliate’s failure to protect the login information adequately shall be the Affiliate’s sole responsibility. The Affiliate remains solely responsible and liable for all activity and conduct occurring under its user ID and password. The Affiliate shall inform the Company immediately if the Affiliate suspects illegal or unauthorized use of its credentials;
The Company reserves the right to freeze the Affiliate’s account and/or deduct money from the Affiliate if any traffic is deemed to have been referred through fraudulent means or in breach of the terms and conditions of the Agreement.
This Agreement is not intended to create an employment, an agency, partnership, joint venture, or any other such relationship, whatever the form, between the Parties.
In consideration for the Affiliate Program described in this Agreement, Parties agree that the Affiliate shall be paid the Commission fee (“Commission”) as specified below.
The Commission is a percentage (“Real Revenue Share”) of the Net Gaming Revenue (“NGR”) calculated using the following formula:
NGR = Cash bets – Cash won – Jackpot contributions – Paid bonuses
No Processing fees or Game royalties or any other fees are deducted from NGR
The Revenue Share percentage that the Affiliate receives, depends on the number of First Time Depositors (“FTD”) the Affiliate brought during the previous month:
1 - 20 FTD = 40% Revenue Share;
20 - 30 FTD = 45% Revenue Share;
30< FTD = 50% Revenue Share.
For the avoidance of doubt, FTD is the New Customer who signed up to the Company and made a first-time deposit.
If Affiliate refers another affiliate to the Affiliate program, the Affiliate will be paid 5% of referred affiliate’s earnings as a referral fee.
The Commission payable by the Company to the Affiliate will be paid every 2 weeks, that is on 1st and 16th day of each month. Payment will take place only when the Commission has reached the minimum of €50. If it has not reached the minimum amount of €50, it will be accumulated and carried over to the following month(s) until the €50 is reached and/or exceeded and the Company can proceed with the payment. The Commission will be paid in Euro (€).
The Company agrees to pay to the Affiliate using one of the following payment methods: Bank Transfer, Webmoney, Skrill, Bitcoin. The Company may introduce any other payment methods during the validity of this Agreement.
The Affiliate is responsible for providing correct billing details to the Company and select one of the payment methods available.
If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or deduct the overpayment made to the Affiliate in the future commission payment.
If the Affiliate disagrees with the balance of the Commission reported, the Affiliate should notify the Company within fifteen (15) working days, presenting the reasons for such dispute on the following email address: firstname.lastname@example.org. Failure to report a dispute within the time limit shall be considered as an irrevocable acceptance of the balance due for the period indicated. The Affiliate’s acceptance of the payment of the Commission shall be assumed to constitute the full and final settlement of the balance due for the relevant period.
The Company may at its sole discretion withhold the payment of any balance to the Affiliate for up to one-hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
The Affiliate shall return the number of Commissions received based on fraudulent or otherwise invalid transactions. Such Commissions may be deducted from future commissions until the funds have been paid back in full.
In all cases, the Commission fees will apply to the fees actually charged to and collected from the New Customer, net of sales, VAT, withholding or any other taxes per-invoice (if any).
If in any given month a New Customer referred by a particular Affiliate generates a negative Net Gaming Revenue of at least €10,000 this New Customer will be deemed to be a “High-Roller”. If the aggregate commissionable Revenue Share in that given month for that Affiliate is negative: The negative Net Gaming Revenue generated by the High-Roller will be carried forward and offset against future net gaming revenue generated by that High-Roller; The negative balance carried forward cannot be set-off against other New Customer’s net gaming revenue. The negative balance of a High-Roller will be reduced by future positive net gaming revenue that they generate in subsequent months. A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the foregoing qualifying criteria in subsequent months. The Affiliate will be able to view all adjustments in order to track the High-Roller’s net breakeven point. Adjustments will be made at the end of each calendar month based on the cumulative revenue for the month.
The Affiliate shall have a responsibility for payment of any applicable taxes to the state for revenues gained from the Company under this Agreement, including, but not limited to, VAT.
This Agreement shall commence on the effective date and shall remain in full force and effect unless terminated as provided herein. The initial term of this agreement shall be for one (1) year and shall automatically be renewed for successive one (1) year period unless notice of termination of this Agreement is provided by any of the Party to the other at least 30 days before the end of the applicable term or if this Agreement is terminated as set forth below.
Either Party may unilaterally terminate this Agreement at any time, without liability, upon thirty (30) days prior written notice to the other Party or in the event that the other Party is in default of any obligation under this Agreement and such default continues unresolved for thirty (30) days after notice.
The Company is entitled to terminate this Agreement with immediate effect by giving written notice of termination to the Affiliate if the Affiliate is in breach of the terms of this Agreement. If the Company stops offering its Services through the Company’s Websites, this Agreement will terminate automatically.
This Agreement shall automatically terminate without notice in the event that either Party ceases to conduct business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under insolvency.
On the termination of this Agreement the Parties agree that all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations of the Company. Mainly, the Affiliate must remove all references to the Company’s Websites from the Affiliate Website(s) and close any promoting or marketing activity relating to the Company’s Websites.
On the termination of this Agreement, the Affiliate will be entitled to already earned, and unpaid Commissions after the effective date of termination provided that the termination is not based on a breach by the Affiliate.
If this Agreement is terminated due to the Affiliate’s breach of this Agreement, the Company shall be entitled to keep on hold the Affiliate’s earned but unpaid Commissions as collateral for any claim arising from such breach.
Upon the termination of the Agreement, the Affiliate is obliged to return to the Company all sorts of Confidential Information and marketing materials.
A termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred before termination.
Clauses by their nature intended to survive the termination of this Agreement, including but not limited to, Clauses 5 and 6 shall remain in force after termination.
All information and documents shared between the Parties within the course of execution of this Agreement including the terms of the Agreement itself, the prices charged and the clients made hereunder (“Information”) shall be deemed confidential and shall be kept secret by the receiving party. The receiving party shall not disclose or provide any Information to any third party and shall take reasonable measures (including, without limitation, the use of nondisclosure agreements consistent with and not less restrictive than this Article) to prevent any unauthorized disclosure by its employees, agents, contractors or consultants. The foregoing duty shall survive any termination of this Agreement and shall be perpetual. Notwithstanding the foregoing, Information can be release to a third party under the following conditions:
information is required to be disclosed by legal acts, applicable to the Party and regulating the activities of the Party, or
information is required to be disclosed under a subpoena, request for documents, or other validly issued judicial or administrative process;
information which is or becomes generally available to the public other than as a result of any unauthorized disclosure by the receiving Party;
information available to the receiving Party from a third party who received such information on a non-confidential basis and without obligation to the disclosing Party; or
information as the Parties may mutually agree in writing can be disclosed to third party or the public.
Confidential Information shall be kept in strict confidence during the term of the Agreement and for five (5) years thereafter and may only be used for the purpose performance of this Agreement.
At request of the Company, the Affiliate shall, at any time, return any documents and information provided by the Company, including pricing documentation, technical documentation, business correspondence, data storage media, etc. The Affiliate shall not be entitled to keep them. Upon termination of the Agreement, the Affiliate shall return all the received copies of documents and information, and delete all the copies made.
This Agreement will not grant either Party any right, title to or interest in the Intellectual Property Rights of the other Party. In other words, nothing in this Agreement shall constitute an assignment, transfer, or any other right to any Intellectual Property Rights except for the license expressly set out in this Agreement.
All Intellectual Property Rights and any goodwill arising in links and all marketing material, products, associated systems and software relating to the Company’s Websites shall remain the property of the Company (or its group companies).
The Affiliate shall use every effort to safeguard the intellectual property rights of the Company. The Affiliate shall not act in a way which is inconsistent with or undermines the Company’s ownership of any of the trademarks contained in the marketing material or the Company’s license therefrom. The Affiliate shall not use such trademarks as its trade name or company name, attempt to register or challenge any name, mark, design, logo, websites or other branding material that is similar to or may be confused with the Company’s Websites and/or of the Company’s intellectual property. The Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the trademarks of the Company or which include the word “LuckyKong” or variations thereof.
The Affiliate shall immediately notify the Company if it becomes aware of any infringement or improper use of the Company’s intellectual property. The Company is not obliged to defend its Intellectual Property rights, but if the Company opts for defending its rights, the Affiliate shall at its own cost and to a reasonable extent assist the Company.
The Affiliate may not under any circumstances combine the Company’s intellectual property with third party intellectual property unless expressly permitted. As an example, images or logotypes which are not provided by the Company may not be used in conjunction with the advertisements.
The Affiliate shall indemnify on demand and hold harmless the Company and each of its associates, officers, directors, employees, agents, shareholders, and partners from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Company resulting from any breach, non-performance or non-observance by the Affiliate of any of the obligations or warranties specified under this Agreement.
The Company shall not be responsible for any indirect losses or damages incurred by the Affiliate, damages due to business interruption, or loss of information, even if such losses should arise from the inability of the Company to operate its Affiliate Program as stipulated in this Agreement
The Company makes no guarantee of the accessibility of the Company’s Websites at any time or any location. The Company shall not be liable to the Affiliate or anyone else for any inaccuracy, error or omission, loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Company’s Websites or the Affiliate Program.
Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Clause 11.3 without resorting a formal legal case. If a dispute is not resolved within 30 (thirty) days of notice, Affiliate or Company may bring a formal proceeding.
Dispute Resolution. If any dispute arises out of the Agreement the Parties will attempt in good faith to negotiate a settlement. If the Dispute is not resolved through negotiations within 30 (thirty) calendar days of one side receiving written notice of the Dispute, such Dispute shall be referred for final settlement to the courts of Curaçao in accordance with laws of Curaçao and at the place of the Company’s business location.
This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with laws of Curaçao.
Neither Party hereto shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, transport delays, natural disasters or acts, omissions or delays in acting by any governmental authority; provided that the non-affected Party may terminate this Agreement in the event that such failure or delay continues for a period of ninety (90) days or more.
Both Parties shall be obliged to immediately inform each other about circumstances due to which they would not be able to fulfill their obligations under this Agreement.
This Agreement may not be assigned or otherwise transferred, nor, except as expressly provided hereunder, may any right or obligation hereunder be assigned or transferred by either Party without the prior written consent of the other Party. Any permitted assignee shall assume all obligations of its assignor under this Agreement or under the respective rights or obligations actually assigned.
The waiver by either Party hereto of any right hereunder or the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.
Notices, any demand or other communication to be given in connection with this Contract shall be given in writing and shall be delivered (i) in person or by courier, (ii) by registered or certified mail or (iii) by electronic means of communication.
Any demand, notice or other communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered or certified mail, on the tenth business day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day. If the Party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such demand, notice or other communication shall not be mailed but shall be given by personal delivery or by electronic communication.
All modifications of this Agreement must be in writing and signed by an authorized representative of each Party. If a court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and the Parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the Parties and economic effect of the Agreement.
Should any provision of this Agreement become or declared fully or partially void, the validity of other provisions of the Agreement shall not be affected.
The list of jurisdictions where gambling and/or promotion of gambling is illegal or subject to a license not held by the Company. The list includes, but is not limited to, the following jurisdictions:
Dutch Caribbean (Curaçao, Bonaire, Aruba, St. Eustatius, St. Maarten, Saba)