General Affiliate Program Agreement
This General Affiliate Program Agreement (the “Agreement“) is entered into by and between Marketing Netopartners Ltd and/or GSMBG LTD (“MNP” or “NetoPartners” or “GSMBG” or “we” or “us”), and the affiliate (“Affiliate” or “you” or “your”).
This Agreement sets out the terms and conditions regarding your participation in the Netopartners’ Affiliate Program to promote our partner’s sites or brands (the “Site(s)“, “partner“, or “brand“; and collectively “NetoPartners ” or “Marketing NetoPartners” or “GSMBG” Affiliate Program“) that appear on our website (“Website”).
By marking the “I have read and agree to the terms and conditions” box you are accepting the terms and conditions set out in this Agreement, which is a legally binding agreement between You and MNP, and shall come into force upon your acceptance into the Netopartners’ Affiliate Program.
GENERAL DATA PROTECTION REGULATION
You acknowledge the application of the EU General Data Protection Regulation 2016/679 (“GDPR”), as it applies to all EU based entities that process personal data and to all EU citizens whose personal data is processed. You undertake to familiarize yourself with all the requirements of GDPR as they relate to you and your activities and further confirm that any platforms, websites, or other forms of advertising you engage in, where it involves the accessing, viewing, handling, dealing or in any way processing of personal data, are managed in such a way so as to comply with the requirements of GDPR in so far as they apply to issues including but not limited to, consent for processing the personal data you have access to in the course of your activities; the availability of personal data rights, etc. Should either the affiliate or COMPANY, suffer a personal data breach relating to personal data about the affiliate or COMPANY or relevant individuals, both parties agree to notify the others as soon as is reasonably possible, in order for the other to be able to comply with notification requirements. Should it become reasonably clear to COMPANY, that affiliate and his or her activities, do not, at COMPANY’s reasonable discretion, comply with GDPR requirements, COMPANY may withhold affiliate earnings and terminate the Agreement immediately.
Netopartners’ Affiliate Program Application
Protection of Minors
In accordance with applicable legislation, persons under the age of 18 are not allowed to register with or play on our Sites. Our Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your Application if we determine, in our sole and absolute discretion, that any of your Affiliate Sites are designed to appeal to minors and, as such, are not suitable for the Affiliate Program.
Links and Promotions
Once you are accepted as an Affiliate, we will make available to your advertisement materials such as banners, button links, text links and other materials as determined by us, which shall link to participating partners. All of these are “Links” which you may display on your Affiliate Sites. By using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. You may not modify a Link unless you have received prior written consent from us to do so. You may not advertise the Site(s) in any way using spam e-mails. You may not advertise any of our partners’ sites in any way not approved in advance by us. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Sites which you have previously reported to MNP and which MNP have approved), you shall be obligated to request and receive MNP permission for the placement of the Links on additional Affiliate Sites. You may not modify a Link, unless you have received prior written consent from MNP to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not approved in advance by MNP including, without limitation, the use of spam e-mails. In addition to your use of Links you may promote the Sites by means of the publication of bonus codes (each a “Promotion”). Your activities in relation to a Promotion shall be strictly in accordance with MNP relevant guidelines as such shall exist and be amended from time to time. You may not market or promote the Sites and/or use any of the Links and/or Licensed Materials (as defined below) on any website, software, application or portal which (i) in any way which infringes the intellectual property rights of any third party; and/or (ii) provides any unauthorized access to copyrighted content. In the event that you are in breach of the foregoing we may terminate this Agreement immediately and notwithstanding anything to the contrary in this Agreement, we may retain any Commission (as defined below) otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you.
Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any Commissions generated on account of a Player (as such term is defined below) who has become such a player in any manner connected with the relevant unapproved Promotion. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received prior written approval from us in such regard.
Opt-in, Anti-Spam Undertaking
You hereby undertake to: (i) not conduct any form of spamming or advertising on our Sites in any way which breaches any applicable laws or regulations, including (without limitation) relating to proper and fair electronic marketing; (ii) not make any claims or representations, or give any warranties, in connection with Netopartners’ Ltd and you shall have no authority to, and shall not, bind Netopartners’ Ltd or its Group to any obligations; (iii) compile and have compiled any mailing lists in accordance with all applicable rules, legislation and regulations and have all the necessary authority to make such communications. For the avoidance of doubt, any emails or SMS messages sent pursuant to any email and/or SMS marketing campaign shall only be sent to recipients who have opted-in to receive marketing and corresponding records shall be kept by you and made available to us (and/or any competent regulatory or governmental authority) promptly upon request. Such records shall include (without limitation) the time and date of opt-in and method of opt-in (by way of example only, details of any relevant website or application pursuant to which opt-in took place). You must also provide to us promptly upon request a copy of your current ‘opt-in’ and ‘opt-out’ policy which shall be compliant with applicable laws and regulations, including without limitation the Privacy and Electronic Communications Regulations 2003; (iv) ensure that any relevant email address or (as relevant) mobile number is suppressed from any relevant database (and that no further emails are sent to such email address or (as relevant) that no further SMS messages are sent to such mobile number) in accordance with the following: immediately following any ‘Unsubscribe’ or (as relevant ) “STOP” option being activated by a recipient of any email or (as relevant) SMS message; and promptly and in any event within 48 hours upon notification by us to you. Upon request, you shall provide prompt written confirmation to us and (where relevant) details in respect of any actions taken in accordance with the foregoing; (v) ensure that: (a) any email originates from a valid email address (which is verifiable by us if required), which is unconnected to us or any other Netopartners’ brand and which does not contain any registered trademarks, domain names or brand names of the foregoing (or anything confusingly similar), or otherwise infringe the Intellectual Property Rights of any third party. You are required to notify us of any relevant email address used from time to time; and (b) any SMS message shows a valid mobile number (which is verifiable by us if required) to which the “STOP” or “unsubscribe” option is directly connected. You are required to notify us of any relevant mobile numbers used from time to time; (vi) ensure that the timetable of the email and/or SMS marketing campaign is as reasonably agreed by us and you from time to time. For the avoidance of doubt (unless otherwise agreed by us in writing), the recipient of any email or SMS shall not be retargeted within 1 month of any such email or SMS; (vii) ensure that the subject line of any email may be as reasonably agreed by us and you from time to time; (viii) ensure that any email or SMS shall include any relevant or required details, such as: (a) promotion terms and conditions apply (with a hyperlink to or inclusion of relevant key promotion terms and conditions where required) and any responsible gambling requirements; (b) confirmation that any email or SMS is sent by you (usually within the header and/or footer in the case of emails, including the full affiliate company name and address), and for the avoidance of doubt it shall not purport to have been sent by us or any Netopartners’ brand (or anything confusingly similar); (c) a fully functional and clearly visible “unsubscribe” link (in the case of emails) which shall be linked solely to you and which does not contain any reference to us or any other Netopartners’ brand (or anything confusingly similar); and (d) a fully functional and free of charge “STOP” or “unsubscribe” option (in the case of SMS messages). You shall maintain appropriate records of unsubscribe or “STOP” requests and corresponding email addresses and provide a copy to us promptly upon request; and (viii) upon our reasonable request, send to us any proposed creative or copies of proposed emails or SMS’s, with any subsequent changes (as relevant) to be reasonably agreed by us and you. Historical copies also to be provided to us upon reasonable request. Without prejudice to any other right or remedy available to us under this Agreement, we may terminate this Agreement forthwith on notice without recourse to you if we are informed or become aware that you are in breach of any of the above provisions of this agreement.
Leads and Players
A “Lead” shall mean an Internet user without a prior account with any of the Websites operated by MNP who accesses the Sites directly through the Links, creates a new account and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously made a required minimum deposit in any other user account on any Site(s).
A “New Player” shall mean an Internet user who accesses one of the Sites directly for the very first time through a Link, opens a new user account and makes the required minimum deposit and has no prior account on any Site(s). You or your relatives are not permitted to become New Players and should you or they do so you will not get any relevant Commission. For this purpose, the term “relative” shall mean any of the following: spouse, partner, parent, child or sibling. We allow only one New Player per household device.
Our measurements and calculations in relation to the number of New Players and the relevant Gross Revenue figures shall be the sole and authoritative tool for determining Affiliate Commission payments and shall not be open to review or appeal.
You will have access to the number of New Players and the relevant Gross Revenue through the affiliate information site used by MNP located at https://netopartners.com/ It is your responsibility to ensure that the Links between your Affiliate Sites and any of our Sites are properly formatted throughout the term of this Agreement.
Notwithstanding the foregoing, Players who received a first money transfer into their account from a third party shall not be counted for payments associated with click-per-action (“CPA”) trackers or with progressive net revenue share schemes, also commonly referred to as “cashback” or “incentive”.
Contact with Leads and Players
All Leads and Players shall be considered to be customers of MNP only. Should you wish to contact a Lead or a Player you are obligated to first receive MNP’s written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with Leads or Players. If in the opinion of MNP you either try to or do make contact with a Lead or a Player without MNP’s written approval, MNP shall be entitled to immediately terminate this Agreement and to indefinitely withhold all Commissions owing to you at such time, without derogating from any other rights and remedies MNP has in that regard. Further, if following your receipt of MNP’s written approval for your contacting or corresponding with a Lead or a Player, MNP deems that such contact or correspondence is against the best interests of MNP, MNP shall have the right to revoke the approval previously granted, to terminate this Agreement and/or to indefinitely withhold all Commissions owing to you at such time.
Programs and Commissions
Upon enrollment into the Netopartners’ Affiliate Program, you will be entitled to earn fees based on the Revenue Share set out below and calculated as a percentage of the Gross Revenue from Players you referred to the Netopartners’ Affiliate Program (“Commission(s)”).
All new account Commission payments are calculated as a Revenue Share by default. Any Affiliate wishing to participate in a CPA agreement will be required to contact our team at contact@NetoPartners.com.
Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the NetoPartners’ Affiliate Program and you shall be fully responsible for any activities undertaken on your account by a third party.
You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform MNP immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, MNP shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
MNP reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.
Commission fees and program details for the above NetoPartners’ Affiliate Program options are detailed below.
All Commissions shall be paid to you on a monthly basis. Invoices received by us are rotated in a payment cycle which commences on the 1st of every month, and will be finalized by the 15th. Invoices must be received to us by the 10th of every month; failure to follow this procedure will result in any late invoice being settled in the next payment cycle.
Payments of Commissions shall be made directly to you as per your preferred payment method. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and MNP shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details.
Without derogating from any other provision to the contrary in this Agreement, any Commission containing a Revenue Share component with respect to the Sites, shall only be payable for a maximum period of 24 months from the date on which the applicable Lead qualifies as a Player and in any event only during the term of this Agreement.
Where you earn your Commission in accordance with the Revenue Share scheme set out, MNP will apply a negative balance carry-over policy (the “Policy“). The Policy consists of the following two rules : (i) in reaching the total Commission owed to you in a calendar month MNP shall calculate all Commissions, both positive and negative, generated by Players via the Sites; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Players via the Sites is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any entity in corporate group of companies to which MNP belongs (the “Group”) or issue an invoice for such negative amount at our discretion, subject to the “High-Roller Policy” defined below.
If in any given month a Player generates a negative Revenue Share of at least 1,500€ he/she will be deemed to be, for the purposes of this section, a “High-Roller”. The negative Revenue Share generated by the High-Roller will be carried forward and offset against future Revenue Share generated by such High-Roller as follows: (i) the negative balance carried forward cannot be set-off against other Players’ Revenue Share; (ii) the negative balance of a High-Roller will be reduced by future positive Revenue Share that they generate in subsequent months; and (iii) a negative balance will not be increased by future negative Revenue Share unless the High-Roller meets the qualifying criteria in subsequent months. The Affiliate will be able to view all adjustments in order to track the High-Roller’s net break even Commission amounts. Adjustments will be made at the end of each calendar month based on the cumulative Revenue Share for the month running to protect the Affiliate’s income from Revenue Share generated from other Players in the same month.
In the event that the Commission to be paid to you in any calendar month is less than 500€ for Wire Transfer or 150€ for Neteller/MoneyBookers/ePayments (the “Minimum Amount”), MNP shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
MNP shall be entitled to set-off from the amount of Commission to be paid to you any associated costs related to the transfer of such Commission.
All the Commission fees due and payable by us to the Affiliate are inclusive of any VAT, tax, charge, levy or other costs which may be imposed on such payment and we shall be under no obligation to increase such payment in the event such tax becomes applicable. The Affiliate is fully responsible for all taxes, fees, charges or other costs incidental to and arising from any payments due or made under this Agreement by the relevant authority.
If an Affiliate is inactive or dormant for more than a period of 6 months, meaning that the Commission falls below a certain threshold in that time period, MNP reserves the right to restructure the Commission. We may advise you from time to time by way of e-mail or other form of written correspondence regarding this matter.
All Commissions will be reviewed for possible Fraud, whether such Fraud is on the part of the New Player or on your part. We reserve the right to withhold any Commission accrued in your favor, such Commission(s) not to be paid until such time as the review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and we retain full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that we deem that Fraud has occurred, either on your part or on the part of a New Player, you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through Fraud or otherwise. For the purpose of this Agreement and by way of example only the term “Fraud” shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the New Players; (ii) a chargeback executed by a New Player in relation to their initial deposit; (iii) collusion on the part of the New Player with any other player on the Site(s); (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential or existing players; (vi) creating or using a single Link intended to be used by a single Lead; and (vii) any other act by you or by a New Player which is reasonably understood to have been committed in bad faith against MNP regardless of whether or not such action has resulted in any type of harm or damage to MNP.
Revenue Share Program
We will pay you according to the base percentage reflected in Table 1 below for any Gross Revenues generated by your referred New Players on our Sites. Only real money purchases will qualify for calculation of Gross Revenue.
All fees shall be determined by us based on New Player logs and our determinations will be final. We reserve the right to change the Commission fee schedules and method of calculation of Commission fees at any time during the term of this Agreement, by posting a change notice or a new affiliate agreement on our Website. Table 1 shows the percentage of Gross Revenue you will earn based on the aggregated Gross Revenue generated by all real money New Players on our https://netopartners.com/ in any given month.
Table 1: Percentage of Gross revenue earned by the Affiliate.
For these purposes the term “Gross Revenue” shall mean the sum total of all real money games/bets purchased by a New Player, less the New Players winnings, less any credits, bonus, bonus points or promotional amounts given, less any returned transactions or any uncollectible (or refunded) revenue attributable to the New Player (including chargebacks, ‘risk refund’ chargebacks or in settlement of any claims involving the New Player), less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees) attributable to the New Player, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over MNP.
|REV SHARE %||GROSS REVENUE|
(PER CALENDAR MONTH)
|25||0 – 9,999|
|30||10,000 – 19,999|
|35||20,000 – 39,999|
|45||40,000 and up|
We will pay you according to table below a one-time fee based on the number of new, unique real money New Players who register and purchase at one of our partners’ brands. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity caused by the New Players you referred to the Netopartners’ Affiliate Program. We retain the right to accept or decline admittance to the CPA program to any prospective Affiliate for any reason whatsoever in our sole discretion, and all Affiliates must have our prior approval to participate in the CPA option. If we determine in our sole discretion that an Affiliate is trying to abuse the CPA program by sending New Players that are not legitimately interested in playing for real money, we reserve the right to close such Affiliate account completely or terminate such Affiliate’s participation in the CPA program, and move such Affiliate to the Revenue Share program immediately, and in this case no CPA fees will be paid.
|CPA||DEPOSITING NEW PLAYERS|
|40||1 – 30|
|50||30 – 70|
|60||70 – 150|
|65||150 – 300|
|75||301 and up|
In the event of your acceptance to the Affiliate program, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Sites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, the “Licensed Materials”). You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. You may not use any Licensed Materials for any purpose whatsoever other than promoting our partners. We may revoke your license to use the Licensed Materials at any time by written notice to you. You have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays MNP or anyone else negatively. You further acknowledge and agree that MNP and/or its licensors shall at all times remain the sole owner(s) of all copyrights, trademarks and all other rights subsisting in and to the Licensed Materials and you further agree (during your relationship with MNP and at any time thereafter) not, in any way, to question or dispute the same, nor to assist any other person to dispute or question such rights. The aforementioned license shall terminate upon the termination of this Agreement.
Obligations Regarding Your Site
You will be solely responsible for the technical operation of your Affiliate Sites and the accuracy and appropriateness of materials posted therein. You agree that your Affiliate Sites will not, in any way, copy or resemble the look and feel of the Sites, nor will you create the impression that any of your Affiliate Sites are any of our partners’ sites. You also agree that none of your Affiliate Sites will contain any content of our partners’ sites or any materials which are proprietary. You will not use any unsolicited or spam email to promote our partners’ sites. You will take all reasonable steps to ensure that third parties with whom you contract for the provision of any aspect of their business related to the Netopartners’ Affiliate Program do not place digital advertisements on websites providing unauthorized access to copyrighted content; and you will ensure that the terms upon which you contract with such third parties enable you, subject to compliance with any dispute resolution provisions, to terminate the third party’s contract promptly if, in your reasonable opinion, the third party has been responsible for placing digital advertisements for the Netopartners’ Affiliate Program on such websites. In such event, we reserve the right to terminate this Agreement and your participation in the Netopartners’ Affiliate Program immediately, and you will indemnify and hold us and our partners harmless from all claims, damages, and expenses thereof.
Obligations Regarding Your Affiliate Sites in UK
You will be solely responsible for the technical operation of your Affiliate Site and the accuracy and appropriateness of materials posted thereon. You agree that the Affiliate Sites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof) nor will you create the impression that your Affiliate Sites are the Sites. You also agree that your Affiliate Sites will not contain any content of the Sites or any materials which are proprietary to MNP, except (i) with our prior permission, (ii) the Links, or (iii) materials obtained by you via the NetoPartners UK Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. In particular, you are not permitted to register a domain name, mobile or tablet application name, that includes, incorporates or consists of MNP’s and its affiliates’ trademarks or any domain name, mobile or tablet application name, that is confusingly similar to such trademarks. On execution of this Agreement and as a continuing obligation, you will inform MNP of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. Your obligation to transfer domain names registered in breach of this clause extends to domain names registered prior to the date of execution of this agreement. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred. You will not use any unsolicited or spam e-mail to promote the Affiliate Sites and/or the Sites and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If your Affiliate Sites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Netopartners’ UK Affiliate Program immediately, without derogating from any rights or remedies we have in that regard. You will indemnify and hold harmless MNP and any other member in the Group from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein. You will ensure that the Affiliate Sites and any related marketing materials or communications comply with all applicable laws, regulations, codes of conduct, rules, conditions and directives, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly. If the Affiliate Sites or any related marketing materials or communications are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Netopartners’ UK Affiliate Program immediately and/or withhold any past or future commissions which have accrued or which shall accrue to your benefit. You undertake to immediately comply with all instructions and guidelines provided by MNP or published on the Netopartners’ UK Affiliate Program information site in relation to your activities in marketing and promoting of the Sites including, without limitation, any instruction received from MNP requesting you to post on the Affiliate Sites information regarding new features and promotions on the Sites. You will be solely liable for the content and manner of such marketing activities on the Sites. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relating to the content and nature of any advertising or marketing) and are subject to the UK Gambling Commission’s Licence Conditions and Codes of Practice (the “LCCP“) as well as other legal requirements that govern the manner in which you may operate, market and advertise your Affiliate Sites. You agree to conduct yourself, in so far as you carry out activities on behalf of MNP which relate to the activities licensed by the Gambling Commission of Great Britain, as if you were bound by the terms of the LCCP. You shall provide such information to MNP (and co-operate with all requests and investigations) as MNP may reasonably require in order to satisfy any information reporting, disclosure and other related obligations to any regulator (including the Gambling Commission of Great Britain) from time to time, and shall co-operate with all such regulators directly or through MNP, as required by MNP.
At all times during the term, and in particular when marketing the Sites to customers in Great Britain, you agree to comply with the following (as amended): (i) the ‘UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing’; (ii) the ‘Gambling Industry Code for Socially Responsible Advertising’; (iii) the CAP and BCAP ‘Guidance on the rules for gambling advertisements’; (iv) the Consumer Rights Act 2015; (v) the Consumer Protection From Unfair Trading Regulations 2008; and (vi) all other applicable laws. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the NetoPartners UK Affiliate Program and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
You will indemnify and hold MNP, its affiliates and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to MNP’s and the Sites’ reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of MNP and the Sites and to act in an appropriate manner. You hereby acknowledge that your conduct as an Affiliate shall reflect on the Group and has the potential to cause substantial damage to the Group’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of the Group and the Group’s names and brands. Thus, and without derogating from the foregoing, you will not take any action which is likely to cause damage to the Group’s reputation and goodwill.
The Term of this Agreement
You will begin upon your acceptance to the Netopartners’ Affiliate Program as an Affiliate and will end when terminated by either party. At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Sites, all Links and Licensed Materials and any other properties owned, or created by us. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further Commissions payments to you. MNP reserves the right to retain and publicize the names, photos and personal details of any winner or recipient of gifts, promotions or any other free benefits.
Privacy and Data Protection
For the purpose of this section:” Personal Data” means any data that can or may be used whether alone or in combination with other information in order to identify a natural person. “Data Protection Legislation” means all data protection and privacy laws applicable to the processing of Personal Data, including after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”). The term “process” shall have the meaning assigned to it in the GDPR.
You shall ensure that all individuals (including potential Players) who you engage or communicate with through the Affiliates Sites (“End Users”) have been informed of, and if required by Data Protection Legislation, have given their prior consent to, any collecting or processing of their information (including any Personal Data), in connection with this Agreement.
We make no express or implied warranties or representations with respect to the Netopartners’ Affiliate Program or any implied warranties arising out of a course of performance, dealing, or trade usage. We make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
Limitation of Liability
We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Netopartners’ Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
You hereby agree to indemnify, defend and hold us harmless as well as, our shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses“), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your Affiliate Site(s).
Your Representations and Warranties
You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement in full, which creates legal, valid and binding obligations on you, enforceable against you in accordance with the terms hereof; (ii) all the information provided by you with regards to your application to the Netopartners’ Affiliate Program is true and accurate; (iii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement or receive payment under this Agreement, (v) you will inquire and comply in full with any applicable legislation with respect to any activities performed by you as an Affiliate hereunder and you undertake not to engage in any unlawful business practices in any jurisdiction in respect of the Affiliate Sites and/or the Sites, and (vi) you are an adult of at least 18 years of age.
You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.
You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Netopartners’ Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
Relationship of Parties
You and MNP are independent contractors, and nothing in this Agreement will create any, joint venture, agency, franchise, sales representative, or employment relationship between you and MNP.
During the term of this Agreement, you may be entrusted with Confidential Information (hereinafter defined) relating to the business, operations, or underlying technology of our partners and/or the Netopartners’ Affiliate Program (including, for example, fees earned by you under the Netopartners’ Affiliate Program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. “Confidential Information” shall mean all non-public information that we designate as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Without derogating from the rights of MNP under this Agreement and/or by law, MNP may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from MNP, from whatever source.
MNP reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the Group, or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which MNP may be involved in. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by an English court, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the Royal Courts of Justice, London, England. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
We have the right to modify the terms and conditions in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our website is considered sufficient provision of notice and such modifications shall be effective as of the date of posting such new Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Netopartners’ Affiliate Program following our posting of a change notice or new agreement on our Website will constitute binding acceptance of the changes made to this Agreement. For the avoidance of doubt, any modification to this Agreement shall not affect Commissions accrued to your benefit prior thereto. Due to the above, we advise you to frequently visit the Netopartners’ Affiliate Program information site and review the terms and conditions of this Agreement, as may be modified.
In case of any discrepancy between the interpretation of any translated version(s) of this Agreement, the English language version shall prevail.
Our goal is to create and maintain a fair and rewarding Affiliate Program. If you have any questions or concerns about this Agreement, please contact us:
Marketing Netopartners’ LTD: Geneva place, Waterfront drive, P.O.Box 3469, Road Town, Tortola, British Virgin Islands, VG1110
GSMBG LTD: 1 Alabin Street, Telus Tower – 15 Floor, Sofia, Bulgaria.