Terms and Conditions for Coolbet Affiliate Program
These Affiliate Program Terms and Conditions apply to the performance of Affiliates in the Company Affiliate Program (as defined below) from a moment when the Company accepts the Affiliate, except for section 3.1 which applies from the moment of submission of the Affiliate’s application. The Affiliate agrees to these Terms and Conditions and any other policies, rules, guidelines or instructions referred herein.
- Definitions
- Affiliate’s Representations and Obligations
- Company’s Rights and Obligations
- Commission and Payment Terms
- Confidentiality and Non-Solicitation Obligations
- Intellectual Property Rights
- Data Protection
- Privacy Notice
- Term and Termination
- Liability and Indemnification
- Final Provisions
1.1. Company means DoubleSpin Limited (registry code 65253, address Kingsway House, Havilland Street, St Peter Port, Guernsey GY1 2QE), or VG Estonia OÜ (registry code 14591789, address Kai 4, 10111 Tallinn, Estonia), or Osocity, S. de R.L. de C.V. (Tax Registration number OSO220825LH3, address Encino Grande 100-10, Tetelpan, Álvaro Obregón, 01700 Ciudad de México, CDMX, Mexico);
1.2. Confidential Information means the information described in section 5 of these Terms and Conditions;
1.3. Confidentiality Obligation means the confidentiality obligation described in section 5.1 of these Terms and Conditions;
1.4. Coolbet Brand means the services provided under the domain name www.coolbet.com and any other websites connected with it and/or specified by the Company;
1.5. Commission means the fee payable by the Company to the Affiliate, according to section 4 of these Terms and Conditions;
1.6. Data Processing Agreement means the data processing agreement concluded between the Company and the Affiliate as referred to in section 7.1 of these Terms and Conditions;
1.7. Fraud Costs means the costs incurred (financial or otherwise) by the Company as a direct or indirect result of Fraud committed by the Affiliate, its employees, Affiliates, New Depositing Customers and/or third parties linked to the Affiliate;
1.8 Fraud means any form of fraud committed by the Affiliate and/or New Depositing Customer, which in the Company's sole opinion, is deliberately practised by the Affiliate and/or New Depositing Customer in order to secure a real or potential, unfair or unlawful gain, including but not limited to: (i) Chargebacks; (ii) Bonus abuse by a New Depositing Customer or group of New Depositing Customers; (iii) The Affiliate's encouragement to a New Depositing Customer to abuse Company's bonus offers; (iv) Collusion on the part of the New Depositing Customer with any other New Depositing Customer; (v) The Affiliate's offering or providing unauthorised incentives (financial or otherwise) to potential New Depositing Customer to encourage them to sign up; (vi) Dropping or stuffing cookies; (vii) A New Depositing Customer holding multiple accounts; (viii) Abnormal New Customer Depositing pattern meaning the statistically unusual gambling patterns, considered strange or undesirable by the Company, and it is intended to abuse to obtain the Fee.
1.9. Group Company means the Company and/or other companies belonging to the same group;
1.10. Intellectual Property Rights means the rights described in section 6.1 of these Terms and Conditions;
1.11. New Depositing Customer or NDC means a new first-time customer of the Company having made a first deposit equal to or exceeding the applicable minimum deposit and made in accordance with the applicable terms and conditions on the Company’s website and referred by the Affiliate. The definition of NDC specifically excludes certain individuals who are connected to the Affiliate. This exclusion applies to the Affiliate, their employees, as well as relatives and friends who are linked to the Affiliate. These excluded individuals would not be considered as NDCs, even if they meet the criteria of being a new first-time customer of the Company and making a first deposit equal to or exceeding the applicable minimum deposit;
1.12. Non-Solicitation Obligation means the non-solicitation obligations described in section 5.5 of these Terms and Conditions;
1.13. Affiliate Program means the Company's website Affiliate Program for Coolbet, which aims to market, promote and advertise the Coolbet Brand or any other brand or marketing channel as may be approved by the Company. The Affiliate Program is intended for the Affiliate direct participation and is intended for professional website publishers. The Affiliate shall not open Affiliate Accounts on behalf of a third party.
1.14 Performance means the Affiliate’s performance of the Company Affiliate Program in accordance with the Affiliate Agreement, and which aims to market, promote and advertise the Coolbet Brand or any other brand or marketing channel, through the Affiliate source(s) as may be approved by the Company;
1.15. Affiliate means the natural or legal person accepted by the Company to participate in its Affiliate Program;
1.16. Affiliate Source(s) means the platform(s) and/or site(s) which the Affiliate uses for the Affiliates Program;
1.17. Affiliate Account means the account of the Affiliate in the Company Technical Platform set up after its approval by the Company;
1.18. Personal Data means any information related to an identified or identifiable natural person to the extent that such information is protected as personal data under data protection laws;
1.19. Technical Platform means https://affiliates.coolbet.com/;
1.20. Affiliate Agreement means these Terms and Conditions, and its annexes as may be updated from time to time and Order Form, which form an integral part of the Affiliate Program.
1.21. Order Form means a document that is signed by the Affiliate and the Company, which establishes among other things the deal type and Commission. Order Form shall form an integral part of Affiliate Agreement.
1.22 Net Revenue means Gross Gaming Revenue minus Jackpot contribution minus Bonuses minus Chargebacks.
2.1. By agreeing upon the Affiliate Agreement, the Affiliate represents and warrants that: 2.1.1. it fully understands, accepts and agrees to abide by all the terms of the Affiliate Agreement; 2.1.2. the Affiliate ensures that any information provided to the Company when registering with the Affiliate Program is correct and will remain updated at all times. The Company may, at its sole discretion, conduct further verification checks at any time during the term of the Affiliate Program and require additional information from the Affiliate; 2.1.3. it has and will retain through its performance in the Affiliate Program, title, and authority to enter into the Affiliate Program, to grant the rights and perform all its obligations arising from the Affiliate Agreement; 2.1.4. it is the rightful proprietor of any and all rights, licences, and permits, consents and/or regulatory approvals necessary to participate in the Affiliate Program in accordance with the provisions of the Affiliate Agreement; 2.1.5. it is not and does not intend to become involved in and shall not assist or permit any act or traffic that constitutes or can reasonably be expected to constitute Fraud or illegal activity, including but in no way limited to money laundering activities.
2.2. The Affiliate shall participate in the Affiliate Program in the scope, quality and within the timeframe agreed in the Order Form.
2.3. The Affiliate shall participate in the Affiliate Program in good faith, with skill and diligence reasonably expectable from a person of similar professional qualifications, background and experience and in a manner it reasonably believes to be in the best interest of the Company.
2.4. The Affiliate shall participate in the Affiliate Program in a lawful manner in accordance with applicable laws and all local conduct of business requirements. The Affiliate shall at all times, abide by all the applicable and relevant advertising and/or marketing rules, laws and guidelines issued by the competent authority of the country and/or territory in which the Affiliate intends to advertise, market and promote the Coolbet Brand, including the country and/or territory where the audience is targeted by the Affiliate. Upon the Company’s request and on the basis of instructions provided by the Company, the Affiliate shall adjust its activities to be in line with the applicable and relevant advertising and/or marketing rules, laws and guidelines issued by the competent authorities of other countries where the Company holds a licence.
2.5. The Affiliate 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 in the relevant 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 Company’s NDC to the Company’s website.
2.6. The Affiliate acknowledges the Company’s ongoing commitment for the prevention of gambling addictions and upon the Company’s request the Affiliate shall place links provided by the Company, which direct traffic to websites involved in the business of preventing gambling addiction.
2.7. The Affiliate shall 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 Coolbet Brand on any sites which may, in any manner, be considered to be obscene, immoral, unsuitable or are otherwise blacklisted.
2.8. The Affiliate shall ensure that all its engaged personnel are sufficiently qualified to participate in the Affiliate Program and that they follow the Affiliate Agreement terms.
2.9. The Affiliate shall immediately notify the Company of any circumstances that may cause damage to the interests of the Company or jeopardise due and successful performance in the Affiliate Program, including impede the ability of the Affiliate to participate in the agreed scope, quality and within the agreed timeframe. The Company has the right to withhold and/or reduce the agreed Commission deviating in scope, quality or timeliness from what has been agreed by the Affiliate according to the Affiliate Agreement.
2.10. The Affiliate shall comply with any request by the Company without delay. The Affiliate shall be available to attend to the business matters of the Company at the scheduled times and when the best interest of the Company requires its active engagement in the matters of the Company.
2.11. The Affiliate shall not use the intellectual property of the Company or any Group Company without the Company’s prior written consent, except the marketing materials provided by the Company to the Affiliate for their performance in the Affiliate Program.
2.12 The Affiliate should only use the materials provided by the Company for the Performance of the Affiliate Program and in accordance with Clause 6 of these Terms and Conditions and the Affiliate will not alter the appearance or content of any advertising material without the Company’s prior and written consent and approval.
2.13 The Affiliate will not target any territory or jurisdiction where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. The Affiliate is only allowed to target the market that has been agreed by the Company and the Affiliate in the Order Form.
2.14 The Affiliate shall not operate or advertise the Company in any jurisdiction of any country identified as posing potential risks of money laundering and terrorist financing, including but not limited to those listed by the FATF as high risk.
2.15. The Affiliate will provide the Company with all the assistance and information requested to monitor its activity under the Affiliate Program, in accordance with the Clause 3.4 of these Terms and Conditions.
2.16. The Affiliate shall be solely responsible for all risks, costs and expenses incurred in the Performance of the obligations under the Affiliate Agreement.
2.17. The Affiliate agrees to notify the Company of any breach of the Affiliate Agreement, including but not limited to breaches by the Affiliate of any laws, regulations, licence conditions, codes of conducts or advertising rules which apply to the Affiliate as part of the Affiliate Program. The notification shall be done in writing within the five (5) working days of the Affiliate becoming aware of the breach.
3.1. The Company shall be entitled to accept or decline any Affiliate’s application at its sole discretion. The Company should notify the Affiliate by email as to whether or not the application has been successful. The Company reserves the right to decline Affiliate relationship with any legal or natural person that operates from or is subject to the jurisdiction of any country identified as posing potential risks of money laundering and terrorist financing, including but not limited to those listed by the FATF as high risk or any other country that is related to such potential effects. The Company shall not be obligated to provide any justification or explanation for such a decision, and the decision of the Company shall be final and binding. By submitting an Affiliate's application, the Affiliateship candidate explicitly acknowledges and agrees to the above.
3.2. The Company shall provide the Affiliate all information and marketing materials necessary for the Performance to participate in the Affiliate Program.
3.3. 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 Performance of the Affiliate Program. Nothing contained in this section shall be interpreted as to having the effect of relinquishing the responsibility of the Affiliate with respect to the manner in which the material provided to it by the Company is presented on the Affiliate Source(s) or is generally distributed (or any other medium to be used by the Affiliate for the purposes of the Affiliate Program) and for the suitability and compliance thereof with all applicable laws, rules and regulations.
3.4. The Company may monitor the Affiliate’s activities in order to ensure the Affiliate Program compliance with the Affiliate Agreement and the Affiliate shall provide (and at no charge) the Company with all data reasonably requested in order to perform such monitoring.
3.5. The Company may request the Affiliate to immediately remove any marketing or any other material which may be brought to its attention and which it deems, in its sole absolute discretion, to be in breach of any relevant advertising and/or marketing rules or applicable laws.
3.6. The Company makes no representation that the operation of its website will be uninterrupted or error-free and the Company will not be liable for the consequences of any interruptions or errors.
3.7. The Company shall use its reasonable endeavours to ensure that whenever a New Depositing Customer is directed to its websites and registers an account, the relevant New Depositing Customer is identified as originating from the Affiliate source(s). However, the Company shall not be held liable if it is unable to identify a New Depositing Customer as originating from such Site. The Company will track the New Depositing Customers’ bets and plays making available to the Affiliate a report summarising their activities, which the Affiliate can access from the Affiliate Account.
3.8. The Company reserves the right to refuse NDC (or to close their accounts) if necessary to comply with the applicable laws, rules, regulations, the Company’s policies and procedures.
4.1. The Affiliate shall be entitled to receive Commission, based on the activity and financial performance of its referred NDC, the specifics of the Commission and the deal type shall be agreed in the Order Form signed by the Affiliate and the Company.
4.2 The Affiliate shall have the right to receive the Commission only after delivering 3 New Depositing Customers on a monthly basis. In the case the Affiliate does not meet three (3) New Depositing Customers per month for a period of three (3) months in a row, the Company may, in its sole discretion and exclusive right, amend the Affiliate Agreement. 4.3. Payments under the Affiliate Program will be made based on a satisfactory invoice (meaning an invoice that meets the specified requirements and instructions provided by the Company) for the gross amount and will be paid by the Company to the Affiliate’s bank account. The payment will be made to the Affiliate's bank account within 14 (fourteen) days from the date when the Company receives an invoice from the Affiliate, provided that the invoice is correctly and duly submitted. Unless otherwise agreed, the payment due will not fall before the 14th day of the subsequent month when the Affiliate's Commission was earned. All taxes, duties, charges, fees, bank fees and withholdings or similar expenses, if any, will be the cost of the Affiliate and will be, if necessary, deducted from the payments due under this Affiliate Program. 4.4. When calculating the Commission based on the Net Revenue deals, if NDCs’ activities result in a negative balance for the Affiliate, due to the NDCs winnings and/or bonuses etc, the said balance will not be carried over to the next month.
4.4.2 In the event the Commission structure is changed from no negative carry over to negative carry over, any negative Net Revenue for the 3rd (third) month shall be transferred to the 4th (fourth) month. Upon the Affiliate’s compensating the accrued negative Net Revenue, the Affiliate will be reversed back to the Commission structure of no negative carry over. For avoidance of doubt, Clauses 4.4 and 4.4.1 shall apply after the reversal of the Commission structure.
4.5. The Company shall provide the Affiliate with statements accessible through its Affiliate Account located in the Technical Platform detailing the number of New Depositing Customers, net revenue and the Affiliate’s Commission, if any, which have accrued to the Affiliate over the course of the calendar month.
4.5.1. Such statements shall be updated daily. At the beginning of each calendar month, the Company shall record the Affiliate’s total Commission, if any, during the previous calendar month. If the Affiliate’s Commission does not exceed 100 Euros, the Company shall be entitled to withhold and carry forward the Commission until the total accrued Commission exceeds 100 Euros.
4.6. The Affiliate understands and accepts that the real-time data in the Technical Platform is accurate, unless the Company notifies the Affiliate that there have been errors in tracking and data reporting. 10 Working Days after the beginning of the following calendar month, a consolidated statement for the previous calendar month containing the aggregated and accurate data related to the Affiliate’s Commission will be available via the Technical Platform.
4.7. Any Commission amount shown before the 10th Working Day of the month is subject to change due to possible delays in obtaining and uploading data from our third party suppliers to the Technical Platform, therefore, only the Commission amount shown after the 10th Working Day of the month shall be deemed final. If an Affiliate disputes this final Commission amount, they shall have a period of 3 (three) months from the month the Commission amount in dispute is due to provide evidence of any suspected error. Any Commission disputes that are more than 6 (six) months old will not be considered or addressed.
4.8. The Company reserves the right to reduce the Affiliate’s Commission if: 1) the Affiliate substantially reduces its efforts to promote the Company; 2) the existing Affiliates Program results in a financial loss to the Company, and/or; 3) the Affiliate does not generate a minimum of 3 New Depositing Customers in a period of 3 months, and/or; 4) in the event of legal/regulatory changes to a market. Any such changes will be communicated beforehand by email to the email address in the Affiliates’ account within the Technical Platform, followed by an amendment to the Order Form.
4.9. The Company reserves the right to withhold any Commissions payments for NDC accounts that are identified as bonus abuse, suspended, closed for Fraud, self exclusion or for any other reasonable reason.
4.10. The Affiliate understands and accepts that its access to the Technical Platform is subject to the highest obligations of confidentiality. Any misuse of such access, whether intentional or not, shall be considered as a breach of the Affiliate Agreement.
4.11. Unless agreed in writing by the Company’s contact person, any changes to the Affiliate Program will only apply to the newly acquired NDCs and will not affect NDCs who were referred by the Affiliate prior to the changes.
4.12. The Affiliate is responsible for ensuring the accuracy of the payment details in its Affiliate Account and/or as specified on its invoices and/or in Order Form. Any payment(s) made via the payment details listed in the Order Form will be considered as payment made by the Company. Any cost incurred by the Company resulting from incorrect payment details provided by the Affiliate will be deducted from the Commission due to the Affiliate in the next monthly payment cycle in which there is a payment due to the Affiliate.
4.13. If for any reason the Affiliate has been overpaid, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or deduct the corresponding amount of overpayment to the Affiliate from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
4.14. If for any reason the Affiliate has been underpaid, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following calendar month.
4.15. If there is a pending payment due to an Affiliate for a period of five years or more as a result of incorrect payment details, missing payment details, invalid or no-longer valid payment details and the Affiliate has not responded to all reasonable contact attempts made by the Company, the payment will be cancelled.
4.16. The Affiliate must comply with the legal and regulatory requirements in its country of domicile; if it does not, it will not be entitled to receive any Commission based on the activities of the NDC awarded to the Affiliate.
4.17 If in any given calendar month, a player from the Affiliate generates negative commissionable revenue of at least €25,000 (twenty-five thousand) then such player shall be deemed to be a high roller (“High Roller”). In calculating Commission for High Rollers; where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month then the Company shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future Commission payable to the Affiliate in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. If any High Roller(s) has a negative commissionable revenue in excess of €25,000 (twenty-five thousand) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.
4.18. The Company is under no obligation to pay any Commission to the Affiliate for the Performance of the Affiliate Program if the traffic is directed from a targeted market that has not been agreed upon by the Parties in the Order Form.
5.1. The Affiliate shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the Confidential Information (as defined below) and shall prevent the third parties’ access to such information (“Confidentiality Obligation”). The Confidentiality Obligation includes the prohibition to use the confidential information for any other purposes than Performance in the Affiliate Program. The Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a Group Company, inter alia, including:
5.1.1. The Affiliate Program, Affiliate Agreement and any other internal regulations and/or documents of any of the Group Companies;
5.1.2. all the data and documentation related to the businesses and clients of the Group Company, including client profiles and databases, financial information, any information about the methods of cost estimation, volumes of any of the Group Company’s purchase or sales activities, market shares, business Affiliates, marketing plans, cost and price structuring, sales strategies, development of the services or performance in the Affiliate Program, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc;
5.1.3. IT systems and software belonging to or licensed by the Group Companies; usernames and passwords issued or generated for the use of such IT systems or software;
5.1.4. any other information about the business activities of the Group Companies, the disclosure of which may affect any of the Group Companies in a negative manner or any information which the Affiliate might reasonably expect that a Group Company would regard as confidential.
5.2. In case of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the Affiliate shall consider such information as Confidential Information.
5.3. The relevant Group Company remains the owner of the Confidential Information, regardless of any disclosure of the same. The Company may at any time request that the Affiliate returns any media containing Confidential Information.
5.4. The Confidentiality Obligation shall remain effective for an indefinite term after the termination of the Affiliate Program due to whatever reason.
5.5. The Affiliate shall not, during the validity of the Affiliate Program and for 12 (twelve) months after its termination, in its own interest or in the interest of a third party (i) solicit or assist any other person to solicit any suppliers or clients of any of the Group Companies or incite them to reduce or terminate business relationships with any of the Group Companies, or (ii) solicit or encourage any employee, management body member, consultant or Affiliate of any of the Group Companies to, respectively, leave the employment or terminate the service relationships with any of the Group Companies without the Company’s prior written consent.
5.6. If and to the extent the Affiliate has engaged or engages its own employees or other third parties in the Performance in the Affiliate Program, the Affiliate shall ensure that such employees or other third parties are bound by essentially the same confidentiality and non-solicitation obligations as provided in these Terms and Conditions.
6.1. For the purpose of this section, Intellectual Property Rights shall mean all copyrights and industrial property rights and similar rights of whatever nature anywhere in the world whether currently existing or coming into existence at some future time, whether registered or not, including (but not limited to) any copyrights and related rights, industrial design rights, patents and utility models, trademarks, business and domain names, database rights, software rights, topography rights, trade secrets, know-how and other legal rights anywhere in the world protecting such intangible property including, where applicable, renewals, extensions and applications for registration and the right to sue for damages for past and future infringement in respect of any of the same.
6.2. Licence to use the Company Intellectual Property rights; The Company grants to the Affiliate a non-exclusive non-transferable licence, during the term of Affiliate Agreement, to use the Company’s Intellectual Property Rights, which the Company may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by the company. This licence cannot be sub-licensed, assigned or otherwise transferred by the Affiliate. The Affiliate's right to use the company’s Intellectual Property Rights is limited to and arises only out of this licence. The Affiliate shall not assert the invalidity, unenforceability, or contest the ownership of any Company’s Intellectual Property Rights in any action or proceedings of whatever kind or nature, and shall not take any action that may prejudice our rights in the Company’s Intellectual Property Rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. The Affiliate must notify the Company immediately if the Affiliate becomes aware of the misuse of the Company’s Intellectual Property Rights by any third party.
6.3. Any use of the Company’s Intellectual Property Rights must be in accordance with any brand guidelines issued to the Affiliate and are always subject to the approval required in Clause 2.11 of these Terms and Conditions. The Affiliate will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the Company’s trademarks or otherwise include the Company’s trademarks or variations thereof or include metatag keywords on the Affiliate Website which are identical or similar to any of the Company trademarks. The Affiliate will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of any member of the Company, or any other name that could be understood to designate The Company or any Company’s brand.
6.4. By agreeing with the Affiliate Agreement, the Affiliate irrevocably, exclusively, unconditionally and to the maximum extent possible under applicable law assigns and transfers to the Company, free from all encumbrances and third party rights, all Intellectual Property Rights with respect to everything that has been, is being, or will, in the future, be made, developed, created or otherwise delivered by the Affiliate in the course of the Company Affiliate Program or in connection therewith (such objects hereinafter collectively, the works and such Intellectual Property Rights hereinafter collectively, the Rights). All such Rights are deemed automatically transferred to the Company as of the moment of their creation without any separate consideration payable and for the whole period of validity of the respective Rights.
6.5. If and to the extent it is impossible as a matter of law to transfer ownership to the Rights specified in section 6.2 of these Terms and Conditions from the Affiliate to the Company (including but not limited to the moral rights of the Affiliate as defined in the applicable copyright laws), the Affiliate, by agreeing upon the Affiliate Agreement with the Company, grants to the Company to the maximum extent possible under applicable law an exclusive (excluding also the Affiliate), perpetual, irrevocable, transferable, sub-licensable, fully paid-up, world-wide, unconditional and unlimited right (licence) to use, exploit and exercise such Rights for the whole period of their validity in any manner now known or in the future discovered.
6.6. In order to ensure that the Company will be able to acquire, perfect, protect, use and exercise the rights assigned or licensed to it pursuant the above provisions the Affiliate shall:
6.6.1. transfer possession and ownership to media, models, and other tangible objects containing Works to the Company, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it;
6.6.2. sign any documents and take other actions at the Company’s request to assist the Company in the documentation, perfection, registration and enforcement of its rights, including (without limitation) to obtain acceptance of any applications for any Rights and for procuring the grant of the Rights pursuant to any such applications as well as for the registration of the Company as the sole proprietor of the Rights;
6.6.3. provide the Company with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such rights in any and all countries, including (without limitation) in case the validity of any Rights is challenged.
6.7. The Commission shall be deemed to cover remuneration for the transfer of the Intellectual Property Rights related to the Performance and the Affiliate, by agreeing upon the Affiliate Agreement with the Company, irrevocably and unconditionally waives any and all of its current and future rights and claims to receive any income, compensation or other payment in connection with any Intellectual Property Rights, including, without limitation, any right to receive any income, compensation or other payment on the account of any income or consideration receivable in connection with any invention or utility model being part of the Performance.
7.1. The Company and the Affiliate shall comply with the applicable data protection laws and regulations when processing Personal Data.
8.1. This Privacy Notice explains how the Company collects, uses, and protects the Affiliate’s personal data when the Affiliate interacts with Affiliate Program.
8.2 Who is the controller of the Affiliate’s personal data? Any personal data provided to the Company by the Affiliate(s) as a part of the Affiliate program is controlled and stored by DoubleSpin Limited (registry code 65253, address Kingsway House, Havilland Street, St Peter Port, Guernsey GY1 2QE), or VG Estonia OÜ (registry code 14591789, address Kai 4, 10111, Tallinn, Estonia), or Osocity, S. de R.L. de C.V. (Tax Registration number OSO220825LH3, address Encino Grande 100-10, Tetelpan, Álvaro Obregón, 01700 Ciudad de México, CDMX, Mexico) depending on the Affiliate’s location.
8.3 What data do we collect? The Company collects the following personal data from the Affiliates:
8.4 How does the Company collect the Affiliate’s data? The Company collects this data directly from the Affiliate when the Affiliate signs up for the Affiliate Program or updates profile.
8.5 How will the Company use the Affiliate’s data? The Company processes the Affiliate’s personal data for the following purposes:
8.6 International Transfers of Personal Data. In some instances, the personal data the Company collects may be processed outside the European Economic Area (EEA). When this is the case, the Company ensures there are appropriate safeguards in place to protect the Affiliate’s personal data.
8.7 How does the Company store the Affiliate’s data? The Company employs a variety of security measures to protect the Affiliate’s personal data and keep it confidential. The Affiliate’s personal data is stored on secure servers with restricted access.
8.8 For how long does the Company retain the Affiliate’s data? 8.8.1. If the Affiliate’s application is unsuccessful, the Company will store the Affiliate’s personal data provided during the application process, for a period of 2 (two) years after the assessment regarding the Affiliate’s suitability for participation in the Affiliate's Program. This retention period is based on the Company’s legitimate interest and the purposes of such storage are the following: (1) to maintain an efficient operation by understanding which Affiliates have previously been rejected, thereby avoiding duplication of work and to prevent misuse; (2) to address potential disputes or litigation that may arise in future in connection with assessment and decision on the Affiliate’s unsuitability for Affiliateship; the Affiliate’s personal data may be used as evidence to support the decision and demonstrate the basis for the denial; (3) to assist us in assessing the Company’s decision-making process, to ensure consistent and fair decision-making process in future assessments of perspective Affiliates' suitability, to prevent any biased or discriminatory practices, to improve selection criteria or identify potential areas for improvement. 8.8.2. If the Affiliate’s application is successful, but Affiliate's relationships with the Affiliate were terminated either by the Affiliate or by the Company with or without reason, the Company will store the Affiliate’s personal data during 2 (two) years after such termination. This retention period is based on the Company’s legitimate interest and the purposes of such storage are the following: (1) to maintain an efficient operation by understanding who have previously been the Company’s former Affiliate, thereby avoiding duplication of work and misuse; (2) to address potential disputes or litigation that may arise in future in connection with the former Affiliate's relations, grounds for termination; the Affiliate’s personal data may be used as an evidence to support the decision to terminate participation in Affiliate's Programme and demonstrate the valid reason for termination; (3) to assist the Company to ensure consistent ongoing assessments of Affiliates' compliance and suitability, to identify potential areas for improvement. 8.8.3. After the two-year period, the Affiliate’s personal data will be securely deleted from the Company’s systems unless otherwise required by law or for legitimate business purposes. By applying, the Affiliate agrees to this retention period.
8.9 What are the Affiliate’s data protection rights? Th’se Company aims to ensure the Affiliate has all the rights available under applicable data protection laws. These rights may include the right to access, correct, delete, or limit the use of the Affiliate’s personal data.
8.10 How to lodge a complaint? If the Affiliate believes that its data protection rights have been breached, the Affiliate has the right to lodge a complaint with the relevant supervisory authority in the Affiliate’s country. If the Affiliate believes that the Company has not addressed the Affiliate’s concerns adequately, the Affiliate can contact the Data Protection Authority in its country.
8.11 How to contact the Company? If the Affiliate has any questions or concerns about Privacy Notice, or the Company’s privacy practices, or if the Affiliate wishes to exercise its privacy rights, please contact us at:
8.12 Changes to the Company’s privacy policy. The Company keeps its Privacy Notice under regular review and places any updates on this webpage. This Privacy Notice was last updated on 16/11/2023.
9.1. The Affiliate Agreement shall enter into force and the Affiliate Program shall begin upon the signing of the Order Form and shall remain in effect for an indefinite period. For the initial 3 (three) months from the date of the Order Form, the Parties agree to a trial period (“Trial Period”). During the Trial Period, the Company reserves the right to terminate the Affiliate Agreement with the Affiliate immediately at the Company’s sole discretion. After the expiration of the Trial Period, either party may terminate the Affiliate Agreement by providing written notice to the other party 30 (thirty) days in advance.
9.2. Termination is at will, with or without reason, by either party. A termination notice submitted by email is considered to be promptly delivered immediately upon delivery.
9.3. The Company may unilaterally terminate the Affiliate Program with an Affiliate immediately (with or without giving written notice to the Affiliate) if: (a) the Affiliate commits any breach of any term of the Affiliate Agreement; or (b) the Affiliate becomes insolvent or enters into any insolvency process or procedure; or (c) it is determined (in the Company sole discretion) that the Affiliate source(s) is unsuitable (unsuitable source(s) include, but are not limited to, those that: are aimed at children, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights or breach any relevant advertising regulations or codes of practice); or (d) the Affiliate operates from or is subject to the jurisdiction of any country identified as posing potential risks of money laundering and terrorist financing, including but not limited to those listed by the FATF as high risk or any other country that is related to such potential effects.
9.4. If an Affiliate does not generate a minimum of 3 New Depositing Customers registrations for the Company for greater than a three (3) month period, the Company may terminate the Affiliate from the Affiliate Program with immediate effect with or without notice to the Affiliate.
9.5 Following termination of the Affiliate from the Affiliate Program, the Affiliate will only be entitled to receive the outstanding Commission due as of the effective termination date. However, the Company may reasonably withhold the Affiliate’s final payment to ensure that the correct amount is paid. After such payment, the Affiliate will no longer be entitled to receive any other Commission.
9.6. Upon termination the Affiliate must remove all of the Company banners/icons from the Affiliate source(s) and disable all links from the Affiliate source(s) to all the Company’s websites. All rights and licences given to the Affiliate in this Affiliate Agreement terms shall immediately terminate. The Affiliate shall return to the Company any confidential information, and all copies of it in its possession, custody and control and will cease all uses of the Company brands.
10.1. The Affiliate shall be liable for any damages it has caused to the Company, by failure to duly and timely fulfil its obligations under the Affiliate Agreement and/or applicable laws and regulations. The Affiliate shall be fully responsible for the activities of its personnel and persons otherwise engaged by the Affiliate in the performance of the Affiliate Program.
10.2. The Affiliate shall indemnify, defend and hold the Company harmless from and against all liabilities, costs, damages and expenses arising from the Affiliate’s lack of compliance with applicable laws and regulations and/or from infringement of any Intellectual Property Rights owned by third parties.
10.3. In case of a breach of sections 2.4-2.6, 5, 6 and/or the terms of the Data Processing Agreement (if applicable) by the Affiliate, the Company is entitled to request the Affiliate to (a) immediately terminate such breach (b) surrender to the Company any revenues received in connection with such breach; (c) pay to the Company a contractual penalty for each breach in the amount specified in the Order Form; and (d) compensate the Company for damages caused by such breach (to the extent they exceed the contractual penalty). If the breach is continuous, the contractual penalty may be claimed per every commenced period of 30 (thirty) calendar days during which the breach has taken place.
10.4. The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for (i) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings) of the Affiliate (ii) any indirect or consequential losses of the Affiliate; or (iii) any loss of goodwill or reputation of the Affiliate.
10.5. The Company and the Affiliate shall not be liable for breach or non-performance of their obligations under the Affiliate Agreement if it has been caused by force majeure. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impedes performance of the obligation. Force majeure events are unforeseeable circumstances which the party having violated the obligation is unable to control and the prevention of which by the same cannot be expected proceeding from the principle of reasonableness. Examples of force majeure include but are not limited to severe acts of nature, war, riot, acts of terrorism, epidemics, pandemics, the activities of public authorities (e.g. the state, local government) and other circumstance independent of the parties (e.g. strike, general failure of the computer system, failure of communications lines or power failure, denial-of-service attack).
10.6. The Company has the right to withhold any and/or all payments to the Affiliate if the Affiliate is in breach of any of the provisions of the Affiliate Agreement and/or if the Affiliate is indebted to the Company.
10.7. The Company is entitled, at its full discretion and to the fullest extent permitted under the applicable laws, to set-off any due claims the Company has against the Affiliate with any claims the Affiliate has against the Company.
10.8. The amount of the penalty referred to in section 10.3. c) of these Terms and Conditions shall be equal to the total amount of Commissions received by Affiliate from the Company per breach plus any other costs incurred by the Company due to such breach, such as, but not limited to, legal and fraud costs.
11.1. In the event that any provision of the Affiliate Agreement is determined by a court to be void or unenforceable, the Company or the Affiliate, as the case may be, shall modify such provision to the minimum extent required to make them valid and enforceable.
11.2. The Company may, at any time and at its sole discretion, amend, alter, delete or add any of the provisions of these Terms and Conditions and any other rules, guidelines or instructions published on the Company’s website or otherwise advised to the Affiliate from time to time.
11.2.1. The Company shall notify the Affiliate of material amendments via e-mail at least 14 (fourteen) calendar days before the amendments take effect and such notice will be deemed to be served once sent by the Company. If the Affiliate does not agree to the amendments, it is entitled to cancel their Participation in the Affiliate Program by notifying the Company thereof before the amendments take effect. If the Affiliate does not submit such notice to the Company, then it is deemed to have accepted the amendments.
11.3. Unless the Company and the Affiliate have explicitly agreed otherwise, the Affiliate shall not be entitled to assign or transfer any of its rights or obligations arising from the Affiliate Agreement to anyone except with the prior written consent of the Company. 11.4. All notices and other communications made or to be made under the Affiliate Agreement shall be made in English in writing or in a form reproducible in writing (unless a written form is explicitly required pursuant to the Affiliate Agreement) and shall be given to the addresses listed in these Terms and Conditions or included in the Company Technical Platform. The Company and the Affiliate may change the addresses given in these Terms and Conditions or the Affiliate application or designate additional addresses for the purposes of this section by giving the other party notice of the new address in the manner set forth in this .
11.9. In case of a conflict between the Order Form and the Terms and Conditions, the Order Form shall prevail.
(V 2 DATED 20th of November, 2023) |