OnyxAffiliates Terms & Conditions v1.0
20th June 2018
Affiliate Agreement
This Agreement together with any other additional terms we provide to you via email (together the "Agreement") contain the complete terms and conditions that apply to your participation in this affiliate program (the "Affiliate Program").
Whenever the provisions of any other communication conflict with the provisions of this Agreement, the provisions of this Agreement prevail. Where used in this Agreement, references to: (a) "You" "Your" and/or "Affiliate" mean the individual or entity which applied as an affiliate via the OnyxAffiliates Platform, (b) "We", "Our", "Us", the "Company" means Onyx Gaming Limited and - where the context applies - also any of its shareholders, officers, directors or employees, and (c) “Operator” means any online gambling operator which uses the OnyxAffiliates Platform.
1. General
1.1. This Agreement shall govern Our relationship with You in relation to the Affiliate Program and modifies, replaces and supersedes any previous versions of this agreement.
1.2. By accepting theses Terms and Conditions, You enter into a contractual agreement between You and the Company and You shall be bound by all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.3 below).
1.3. We may modify any of the terms of this Agreement at any time, at Our sole discretion, by sending an email to the email address You provided us; such amendment will enter into force within five days from sending the email, or at a later date if so specified. If any modification is deemed to be unacceptable by You, Your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following such modification will be deemed binding acceptance of the modification.
2. Definitions
Words and expressions used in this Agreement shall have the meanings set out below:
2.1. "Player" means a uniquely assigned account that is created for a Customer with the Operator or when the Customer successfully registers with the Operator via a Tracking Link.
2.2. "Affiliate Commission" is the amount due and payable to You, as calculated based solely on Our system's data and in accordance with the terms of this Agreement.
2.3. “CPA Commission” means a remuneration model used in this Affiliate Program, at the choice of the Affiliate, according to which the Affiliate receives a fixed amount per Customer referred by that Affiliate, provided that within 30 days from the registration as a Customer, that Customer makes an initial minimum deposit that exceeds an agreed CPA Qualification Amount with the Operator.
2.3.1 “CPA Qualification Amount” is the amount required that a Customer must deposit in order to qualify a CPA Commission payment.
2.4. "Customer" means any person who has opened an Account through Your Tracking Link who has not held an Account with the Operator before.
2.5. "Marketing Materials" means banners and text links (which include Tracking Link(s)) that You may use to connect Prospective Customer(s) to an Operator and any other marketing materials that You use in connection with this Agreement.
2.6. “Net Revenue” means the total wagers of a Customer minus (i) winnings, (ii) bonuses, (iii) chargebacks, (iv) third party licensing fees, (v) jackpot insurance contributions, (vi) duties and taxes, and (vii) any other cost incurred by the Company and the Operator due to a fraudulent and/or abusive activity of the Customer.
2.7. “Potential Customer” is any person to whom You promote the Website but who has not yet opened an Account and, therefore, has not yet become a Customer.
2.8. “Referral Commission” – for any Customers referred by an affiliate participating in the Affiliate Program that You referred to the Affiliate Program, You shall receive 2.5% (two and a half percent) of the Net Revenue generated by those Customers, subject to the terms and conditions of this Agreement.
2.9. "Restricted Territories" means Israel, France and the United States.
2.10. “Revenue Share” – the default remuneration model used in this Affiliate Program, according to which the Affiliate receives a percentage of the Net Revenue derived by the Operator from the Customer referred by that Affiliate, as set out in section 3.1.
2.11. "Spam" means any email or other electronic communication which You send that markets, promotes, or which otherwise refers to Us and/or which contains any Marketing Materials and/or Trackers and which breaches Our Electronic Marketing Rules set forth in Section 6 below.
2.12. "Tracking Link(s)" means the unique tracking codes that We provide exclusively to You, through which We track Customers' and potential Customers' activities and calculate Affiliate Commission.
2.13 "Website" means the website located at any URL used by the Operator; for the avoidance of doubt, any other website will not be considered for the purpose of calculation of Your Affiliate Commission.
2.14 “Account Balance” means the total value of commission generated in the current Month.
3 Commissions
3.1. Commission is calculated on a monthly basis as a Percentage of the Monthly Net Revenue (in GBP) at the rate specified for the respective bracket.
Net Revenue | Revenue Share |
|---|---|
0 – 2,499 | 25% |
2,500 – 4,999 | 30% |
5,000 – 9,999 | 35% |
10,000 – 19,999 | 40% |
20,000+ | 50% |
3.2. No-Negative Carryover Policy: In case your Account Balance under a Revenue Share Payment Plan in any given month is negative due to Customer winnings and/or Non Cash Items and/or Cash Items and/or Progressive Contributions said balance will be set to zero at the start of the next monthly period. A negative balance due to Fraud may be carried over.
3.3. High Roller Policy: Negative commissionable revenue generated in any given month by any Players who We, in our sole discretion, determine to be “High Rollers” will be carried forward and offset against future commissionable revenue generated by said given Player until such negative commissionable revenue is cleared. The determination of the criteria to categorize a Player as "High Roller" shall be in our sole discretion.
3.3.1. High Roller Threshold. If in any given month a player generates negative commissionable revenue of at least £2,000, then such Player shall be deemed to be a High Roller;
3.3.2. if the criterion above is met (3.3.1) then the negative commissionable revenue generated by the High Roller will be carried forward and offset against future commissionable revenue generated by that High Roller until such time that the High Roller balance exceeds the value specified as the High Roller Threshold;
3.3.3. the negative balance carried forward cannot be set-off against other players' positive commissionable revenue;
3.3.4. the negative balance of a High Roller will be reduced by future positive commissionable revenue generated by the High Roller in subsequent months;
3.3.5. each transaction affected by the High Roller Policy shall be marked clearly within the Players, Transactions and Adjustments Reports.
4 Your Undertakings
4.1. You shall provide true and complete information to Us when completing the registration process and promptly update such information if all or any part of it changes. You shall also provide Us with such other information as We may request from time to time.
4.2. You shall market to and refer Potential Customers to the Website. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including, but not limited to, any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement.
4.3. You shall not, and shall not authorize, assist or encourage any third party to:
4.3.1. Use any Marketing Material or place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, at Our sole discretion, otherwise unsuitable;
4.3.2. Develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of the Website to any person who is less than 18 years of age (or such higher age of legal consent as may apply in the relevant jurisdiction);
4.3.3. Breach any of the provisions of Section 6 and Section 7 below;
4.3.4. Use Marketing Materials in a manner that may potentially confuse a Customer or Potential Customer (including, but not limited to, using incorrect, inaccurate and/or fraudulent materials);
4.3.5. Place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium: (a) infringes any third party's intellectual property rights; (b) copies or resembles any Website in whole or in part; or (c) disparages Us or otherwise damages Our goodwill or reputation in any way;
4.3.6. Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Us by any person;
4.3.7. Alter, redirect or in any way interfere with the operation or accessibility of the Websites or any page thereof;
4.3.8. Register as a Customer on behalf of any third party, or authorize or assist (save by promoting the Website in accordance with this Agreement) any other person to register as a Customer;
4.3.9. Take any action that could reasonably cause any person confusion as to Our relationship with You or any third party, or as to the ownership or operation of the Website or service on which any functions or transactions are occurring;
4.3.10. Cause the Website (or any parts or pages thereof) to open in a visitor's browser other than as a result of the visitor clicking on banners or text links contained in or as part of any Marketing Materials;
4.3.11. Attempt to intercept or redirect (including via user-installed software) traffic from or on any website or other place that participates in Our Affiliate Program;
4.3.12. Violate the terms of use and any applicable policies of any search engines;
4.3.13. Affiliates may not register domain names, or bid on keywords or search terms related to our brands; including but not limited to SlotStrike and Casimpo.
4.3.14. Without Our prior consent - attempt to market or promote any of the Websites within territories which are Restricted Territories, attempt to circumvent any restriction which We have put in place to prevent Potential Customers from Restricted Territories from signing up as Customers, or attempt to disguise the geographical location of a Customer.
If We determine, at Our sole discretion, that You have engaged in any of the foregoing activities, We may (without limiting any other rights or remedies available to Us) withhold any Affiliate Commission and/or terminate this Agreement immediately.
4.4. You shall not use or modify the Marketing Materials in any way unless you have obtained Our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines We provide to You on the Website or otherwise from time to time and any applicable laws. CDs and other customized promotional materials provided to You will be at Your cost and deducted from Affiliate Fees. During the term of this Agreement, and subject to Your adherence to all provisions of this Agreement, We grant You a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Your obligations under this Agreement. You may use the Marketing Materials only as long as this Agreement is in effect. Upon termination of this Agreement you will immediately stop using any Marketing Materials. The use of the Marketing Materials is only for promoting the Website, and is not allowed to be used by any other 3rd parties or any other websites.
4.5. Tracking Link(s) are for Your sole use and are not to be assigned to others without Our prior written consent.
4.6. You shall not acquire any right to any data relating to the Customers and/or Potential Customers.
4.7. You acknowledge that the Company and/or the Operator own all intellectual property rights comprised in any and all of the Marketing Materials, their brands and the Website (the "Marks"). Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of the Marks (other than in accordance with the terms of this Agreement) without Our prior written permission shall be unauthorized. By way of example, but without limitation, You may not register or use any of the Marks in any part of any domain name. You agree that any use by You of the Marks inures to Our sole benefit and that You will not obtain any rights in the Marks as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of the Marks, and You hereby agree to transfer any such registration obtained by You to Us upon demand. You further agree not to attack Our ownership of and title to the Marks in any way.
4.8. You are expressly forbidden from providing the Customers' details to any third party, during the term of this Agreement and at any time after the expiration or termination of this Agreement. If You try to or make contact with a Customer, or provide any Customer's details to any third party, We shall be entitled to immediately terminate this Agreement and to indefinitely withhold and seize all Affiliate Fees owing to You at such time.
4.9. The Operator shall at its sole and absolute discretion determine whether to register a Customer and open an Account for a Customer, as well as to whether close an Account for such Customer.
4.10. You have full title and authority to enter into this Agreement, to grant the rights and perform all of Your obligations in accordance with this Agreement.
4.11. You have all necessary registrations, authorizations, consents and licenses necessary to fulfil Your obligations under this Agreement.
4.12. You shall have due regard, adhere to and act at all times in a manner consistent with (i) preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and protecting children and other vulnerable persons from being harmed and/or exploited by gambling.
4.13. The Affiliate or anyone personally associated to the Affiliate is not permitted to have a player account tracked under their own affiliate account. The Affiliate is not permitted to try and artificially increase their commission or to otherwise defraud the Company. This includes but is not limited to incentivized or cashback traffic. If these terms are violated they will relinquish all affiliate earnings and their player accounts will be terminated. Traffic will be deemed 100% incentivized in cases where players were instructed to deposit exact amounts required to trigger a CPA Qualification Amount.
4.14. Any activity under this Agreement in the UK, in respect of the UK and/or in connection with UK Potential Customers or Customer must be in accordance with UK law and regulation, including, but not limited to, the UK Gambling Commission's License Conditions and Codes of Practice, and in particular the Social Responsibility Code Provisions.
4.15. Any marketing activity under to this Agreement in the UK, in respect of the UK and/or in connection with UK Potential Customers or Customers must include the following signs and/or words: "BeGambleAware", "18+ Only", "Terms and conditions apply" and "Please gamble responsibly.”.
5 Reports & Payments
5.1. We will track and report Customers' activity of Customers associated with Your Tracking Link(s) for the purposes of calculating Your Affiliate Commission. The form, content and frequency of the reports may vary from time to time in Our sole discretion. Generally, You will receive a monthly report with Your payment indicating the total amount due to You after any deductions or set offs that We are entitled to make under this Agreement. In addition, daily reports will be available online for You to view.
5.2. Unless otherwise agreed and subject to the terms of this Agreement and Your full compliance with Your obligations hereunder, Affiliate Commission will be paid to You on a calendar month basis, within maximum 30 days following the end of each calendar month, in accordance with the terms of this Agreement and the payment plan and rates outlined in this Agreement, and after any deductions that We are entitled to make under this Agreement.
5.3. Neither You nor Your friends, employees, servants, agents, advisors or relatives are eligible to become Customers through Your Tracking Link(s), and should You or they do so, You will not be eligible to receive the relevant Affiliate Commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Customers per individual household computer is strictly limited to one. You shall not register as a Customer or make deposits to any Player (directly or indirectly) through Your Tracking Link(s) for Your own personal use and/or the use of Your relatives, friends, employees, servants, agents or advisors. Customers who registered with the Website using a VPN, a proxy server, or share the same IP Pool – will not be credited towards affiliate earnings. Violation of this provision shall entitle Us to terminate this Agreement and to indefinitely withhold and seize all Affiliate Commission owing to You at such time.
5.4. Our measurements and calculations in relation to Your Affiliate Commission shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make relevant figures available to You through the Website. To permit accurate tracking, reporting, and Affiliate Commission accrual, You must ensure that the Tracking Link(s) are properly formatted throughout the term of this Agreement.
5.5. We retain the right to revise, change and amend the Affiliate Commission plan by which You shall be paid, as well as the qualification criteria as We shall see fit; such change will only apply to any Prospective Customer becoming a Customer from the date in which such change is made in this Agreement or such other later date as We see fit.
5.6. We retain the right to review all Affiliate Commission for possible fraud, where such fraud may be on the part of the Customer or on Your part. During the period of time in which We shall review Affiliate Commission for possible fraud, where such review period shall not to exceed 180 days, We shall have the right to withhold any Affiliate Commission accrued in Your favour until such time as the review has been concluded and subject to the conclusions of such review. 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 Customer, You shall not be entitled to receive any Affiliate Commission which have accrued to Your benefit at such time whether such Affiliate Commission were generated through fraud or otherwise. We retain the right to set-off from future Affiliate Commission payable to You any amounts already received by You which can be shown to have been generated by fraud. For the purpose of this Agreement and by way of example only, the term fraud shall include, but shall not be limited to, actual or attempted (i) bonus abuse on the part of a Customer, (ii) the encouragement by You or a third party of bonus abuse on the part of a Customer, (iii) a chargeback executed by a Customer in relation to his/her deposit, (iv) collusion on the part of a Customer with any other Customer, (v) the opening of an Player account in breach of the terms of this Agreement, (vi) the offering or providing by You or any third party of any unauthorized incentives (financial or otherwise) to potential Customers, (vii) any attempt by You to artificially increase the Affiliate Commission payable to You, (viii) deposits, revenues or traffic generated through illegal means, and (ix) any other act by You or by a Customer which is understood to have been committed in bad faith against Us or to defraud Us (as determined by Us in Our sole discretion) regardless of whether or not such action has resulted in any type of harm or damage to Us (including without limitation deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes Our intellectual property rights)).
5.7. Notwithstanding anything stated to the contrary in this Agreement, in accordance with the provisions of the Affiliate Program, We will not pay You any Affiliate Commission in relation to Customers from the Restricted Territories.
5.8. Notwithstanding the foregoing, if for any calendar month the total amount of Affiliate Commission due to You is less than or equal to GBP 150, the balance will be carried over and added to the next month's Affiliate Commission until the total amount is more than GBP 150.
5.9. All payments will be due and payable in Pounds Sterling. Payment will be made by cheque or wire transfer or any other method as We at Our sole discretion decide; however We will use reasonable endeavours to accommodate Your preferred payment method. Any charges in connection with transferring the Affiliate Commission to You will be covered by You and deducted from Your Affiliate Commission. For the avoidance of doubt, We have no liability to pay any currency conversion charges or any charges associated with the transfer of money to Your bank account.
5.10. You understand and agree that Potential Customers must visit using Your Tracking Link(s) in order for You to receive Affiliate Commission upon them becoming Customers. In no event, are We liable for Your failure to use Tracking Link(s) and for any Affiliate Commission miscalculation or other damage which may ensue as a result of such failure. Notwithstanding any other provision herein, We may at any time and at Our sole discretion alter Our tracking system and reporting format and provide You a notice to that effect.
5.11. Without prejudice to provisions of Section 5.4, if You disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send Us written notice of Your dispute. Dispute notices must be received within thirty (30) days of Our making available Your monthly report or Your right to dispute such report or payment will be deemed waived and You shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from Us by You will be deemed full and final settlement of Affiliate Commission due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of Your Affiliate Fees We reserve the right to correct such calculation at any time and to reclaim from You any overpayment made by Us to You and/or deduct and/or withhold from You Affiliate Commission.
5.12. You shall comply with all applicable laws and any policy notified by Us through the Website or otherwise in relation to money laundering and/or the proceeds of crime.
5.13. All taxes due in connection with any payments to You are Your sole liability. You are solely responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes, including, but not limited to, VAT, levies, duties, income taxes and other charges in respect of Your income from or in relation to this Agreement and for collecting and paying the income tax and social security contributions in respect of Yourself and Your staff, if You have any staff. For the avoidance of doubt, it is hereby clarified that We will not increase the fees payable as Affiliate Commission due to any tax, levy, duty or charge (including, but not limited to, VAT) imposed on the payment of the Affiliate Commission, and all Affiliate Commissions are inclusive of any such tax, charge, duty and/or levy (including, but not limited to, VAT).
5.14. A Player/s referred to our domains by any affiliate and who either self excludes voluntarily shall, at the Company's own discretion be excluded when calculating commissions due to the particular affiliate who introduced the player to our website.
5.15. CPA will only be paid on qualifying players from the following countries: Canada, South Africa, Ireland, UK, New Zealand, Isle of Man, Jersey, Malta, Norway, Finland, Sweden, Netherlands, Germany, Austria, Switzerland, Liechtenstein, Luxembourg, Monaco and Quebec unless agreed otherwise in writing by Us.
5.16. CPA will not be paid on earnings that were generated on a player account which is locked within the same calendar month in which the CPA is triggered.
5.17. In cases of suspected affiliate fraud, We reserve the right to request identification documents.
6. Electronic Marketing Rules
6.1. For any promotion of the Website You carry out through email, SMS or similar direct channel marketing (‘Direct Marketing Channels’), You undertake and warrant that every such email, SMS and other direct channel marketing communication (‘Direct Marketing Communication’) and all Your Direct Marketing Channels practice and comply with the provisions of this Section 6.
6.2. You are solely responsible for ensuring that every and all of Your Direct Marketing communications and practices, as well as any acts which You may carry out with respect to this Agreement, are in compliance with all applicable legislation and do not put You or Us in breach of any legislation. Without prejudice to the generality of the preceding sentence, You shall comply with all applicable laws and codes of practice, including, but not limited to, the EU Regulation 2016/679 (the General Data Protection Regulation (‘GDPR’), as well as any national legislation implementing such Directives, marketing and electronic marketing legislation and including any amendments made to such legislation, regardless of whether personal data of any person, including Prospective Customer, obtained by means of a Direct Marketing Communication or otherwise.
6.3. Without prejudice to the generality of the preceding sub-section, You warrant that with respect to each person you send, during the term of this Agreement, any Direct Marketing Communication (‘Direct Marketing Communication Recipient’), you have obtained his/her contact information (email address, SMS, etc) in compliance with all applicable legislation. Your further warrant that with respect to every Direct Marketing Communication Recipient You have obtained, prior to sending the first Direct Marketing Communication, his/her clear, specific and informed consent, given to You by way of an ‘opt-in’ consent mechanism. You shall keep a record of consents obtained and shall provide to Us, if requested, proof thereof promptly. Such records should be kept in electronic format and should include the time and date when such Direct Marketing Communication Recipient provided consent and the mechanism of obtaining consent used.
6.4. You acknowledge and agree that you are the data controller with respect to any and all personal data of the Direct Marketing Communication Recipients. You are solely responsible for the processing of any and all personal data of Direct Marketing Communication Recipients and/or Potential Customers.
6.5. You warrant that every Direct Marketing Communication sent by You or on Your behalf shall comply with the following requirements:
6.5.1. The communication makes it clear and unambiguous that it is marketing the Website;
6.5.2. If such communication includes any promotional offers (for example, the payment of free tickets to Potential Customers) or any promotional competitions or games, that the promotion, competition or game is clearly identified as such and that any conditions which the Potential Customer must meet in order to qualify for the promotion, competition or game are set out clearly and unambiguously in the communication;
6.5.3. You shall not send any such communications to persons under the age of 18 or under the age of legal consent (whichever is higher) in the country of the proposed recipient(s) of any such communication;
6.5.4. Any such communications shall only promote the Website (and not any third parties, third party services and/or third party sites) and shall not include any content other than Our Marketing Materials;
6.5.5. You shall include a true name in the communication in the "From" line of any email or in the ‘From’ phone number and not a sales pitch or marketing message. Any such communication must clearly identify You as the sender of the communication and You shall not falsify or otherwise attempt to hide Your identity. For the avoidance of doubt, you shall not represent or attempt to give an impression that such communication is sent from US or on Our behalf;
6.5.6. You do not mislead the recipient(s) with regard to the content and purpose of the communication;
6.5.7. You provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication;
6.5.8. The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least thirty days after sending the communication. You also include a physical business address in any such communication;
6.5.9. You honour expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any person who indicates (by whatever means) that he does not wish to receive any further marketing communications;
6.5.10. You include a link to Your privacy policy in any such communication.
6.6. You shall not send any Direct Marketing Communication to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications.
6.7. In addition to the above, any affiliates that carry out their own mailer and or SMS campaigns related to Our brands must comply with our mailer rules outlined by their account manager. Any affiliates that perform their own mailer and or SMS campaigns related to our brands must use a valid and functioning unsubscribe link in their mailers and/or SMS campaigns.
6.8. In case We receive any complaint from any Direct Marketing Communication Recipient or a competent authority in relation to your Direct Marketing Communications or practices or compliance with GDPR, We may request You to provide to Us full information in relation to the Direct Marketing Communication Recipient in question, including but not limited to the source and basis of Your obtaining that Recipient’s personal data, proof of that Recipient opt-in consent and other details. You undertake to respond to every such request within 5 days from receipt of Our request.
6.9. You hereby authorise Us to provide information about You, as the data controller solely responsible for the compliance with GDPR in relation to processing of personal data of the Direct Marketing Communication Recipients, as well as the information comprising Your response to Our request under preceding sub-section, to any person who lodged a complaint with Us and/or to any competent authority or body.
6.10. You shall comply promptly with every request from Us to delete any personal date relating to Direct Marketing Communication Recipient, or to remove such Recipient’s details from any database you may have or to amend your Direct Marketing Communication practices.
6.11. You shall assist Us in order to enable Us to comply with our obligations, in particular our duties in relation to data protection legislation. You will further co-operate with the Company in the event that the Company requires information with respect to any of Your practices for the processing personal data.
6.12. You are to ensure that You employ technical and organisational measures which are adequate to prevent the unauthorised or unlawful processing of personal data by You, including its accidental loss, unauthorised access, destruction of, or damage to. Such technical and organisational measures may include but not be limited to encryption of personal data, systematic testing of security measures, pseudonymisation of personal data and regular training of staff and any other entities authorised by You to handle such data with respect to their obligations under applicable data protection and marketing communication legislation.
6.13. You shall provide the Company, upon Our request, with any information it requires for the purpose of evidencing Your compliance with this Agreement and with applicable data protection and electronic marketing communications.
6.14. We shall not disclose to You any personal data about the Customers, where it is possible for Us to comply with our obligations under this Agreement by providing anonymised aggregated data or data which otherwise is non-personal data. In case where this is impossible or impractical and You receive personal data of Customers, You undertake not to process this data in any way or for any reason other than to verify the Affiliate Commission payable to You.
6.15. You shall clearly indicate or cause a relevant third party to clearly indicate, on every website You use to carry out Your actions under this Agreement, the use of cookies, by You or third parties, and shall ensure that You shall at all times be in full compliance with any laws in relation to cookies including the e-Privacy Directive and/or Regulation which may supersede it and shall obtain the user’s informed consent for use of third party cookies, in particular, and ensure that a link to the third party’s privacy and cookie policy is provided to the user of the site, providing detailed information as required by law with respect to information collected and an explanation of as to how users can disable or customise cookie settings in their browser settings.
7. Personal Data
7.1. We may process Your personal data in order to fulfil Our duties defined within this Agreement. Such personal data may include but not be limited to your name and surname, as well as those of Your employees, if applicable, e-mail addresses, transaction details and IP addresses.
7.2. We may require to further share Your personal with respect to processing of payments. We may further be required to share your personal data with competent authority and/or data subjects, in the event of a request or complaint, to comply with our legal obligations or to exercise our legitimate interests. We have the right to share your identity to competent authorities in case of a breach.
7.3. You undertake to supply to Us all information relating to You, Your ultimate beneficial owners, corporate structure and your business practices upon request, as may be required under applicable legislation or regulatory guidance.
8. Term and Termination
8.1. This Agreement will take effect when We have accepted Your proposal to participate in the Affiliate Program post registration and continue until terminated in accordance with the terms of this Agreement.
8.2. You may terminate this Agreement, with or without cause, immediately upon written notice to Us that You may send by email marked "Termination" to info@onyxgaming.co.uk. For the avoidance of doubt, termination of the Agreement will end Your participation in the Affiliate Program as a whole.
8.3. We may terminate this Agreement in whole or in part, for any breach of this Agreement, at any time, upon written notice to You that We may send by email to such email address You have provided to Us. In the event We terminate the Agreement as a whole, We shall be entitled to automatically render any Tracking Link(s) inoperative. For the avoidance of doubt, on termination of this Agreement for any reason whatsoever, whether by You or by Us, You will no longer receive any Affiliate Commission which did not accrue until the termination – even if your Tracking Link(s) remain operative, unless We have agreed to otherwise. If We terminate a specific Tracking Link, You will no longer receive any Affiliate Commission through that Tracking Link, unless We have agreed to otherwise.
8.4. We may at Our sole discretion and without prejudice to Our further rights and remedies, suspend the Agreement (in whole or in part). During the period of any suspension, We may withhold the payment of any Affiliate Commission that relate to any affected Tracking Link(s). Payment of any withheld Affiliate Commission will be made to You within 30 days from lifting of the suspension.
8.5. Without derogating from the provisions of Sections 4.4 and 8.3, the following will apply upon termination of this Agreement: (a) You shall stop promoting the Website and all rights and licenses given to You under this Agreement will terminate immediately; (b) You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials; (c) We may leave open, redirect or deactivate any Tracking Link(s) in Our sole discretion without any obligation to pay You for any sum whatsoever for new Customers; (d) We reserve the right to deduct any sums owed to Us from the Affiliate Commission and/or withhold any payments of the Affiliate Commission for a period of 6 (six) months; and (e) We will have no further liability to pay You any further sums in connection with any Customers, even if these were referred to the Website by You and/or via Your Tracking Link(s), during the term of this Agreement or thereafter, unless We have agreed to otherwise.
8.6. Sections 4.4, 4.7, 4.8, 4.9, 5.5, 5.11, 5.13, 7, 9, 10 and 11 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.
8.7. In the event of a conflict or discrepancy in any clause in an insertion order (IO) or any other separate agreement entered into between the Company and the affiliate and the provisions in this Agreement, the provisions of this Agreement shall prevail.
8.8. The Company reserves the right to terminate any agreement entered into with an Affiliate at its sole unilateral discretion by giving twenty-four (24) hour prior notice.
9 Liabilities
9.1. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, THE WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT THE WEBSITE, OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
9.2. We may, at Our sole discretion, use any available means to block or restrict certain Customers, deposits or play patterns or reject the applications of Potential Customers and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
9.3. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, consultants, vendors, suppliers and/or representatives of the Company. Other than as expressly provided in this Agreement, in no event will We be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether We have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the Affiliate Commission generated and payable to You hereunder over the previous six months at the time that the event giving rise to the liability arises.
9.4. You shall defend, indemnify, fully and upon demand, and hold Us and Our owners, directors, officers, agents, employees, consultants, vendors, suppliers and/or representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) when resulting or arising from Your breach of this Agreement, including for the avoidance of doubt, from Your non-adherence to Your obligations under this Agreement in relation to processing of personal data.
9.5. Without prejudice to any other rights or remedies available to Us under this Agreement or otherwise, We shall be entitled to set off any payments otherwise payable by Us to You hereunder, against any liability of You to Us, including any claims We have against You resulting from or arising from, Your breach of this Agreement and any warranty, representation in contained in this Agreement.
9.6. Any Affiliate actions and marketing activities which run counter to this Affiliate agreement may result in serious consequences including without limitation, termination of affiliate accounts, fines, penalties, and potential criminal and civil action against the affiliate. Any marketing activities in breach of UKGC (United Kingdom Gambling Commission) guidelines may result in the Affiliate being held fully liable and responsible for any fines or penalties relating to this breach.
10. Independent Investigation
10.1. YOU WARRANT THAT YOU FULLY UNDERSTAND THE TERMS OF THIS AGREEMENT, HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE WEBSITE AND HAVE AGREED TO THE TERMS OF THIS AGREEMENT AFTER BEING PROVIDED WITH AMPLE OPPORTUNITY TO REVIEW THEM AND CONSULT WITH A LEGAL COUNSEL.
10.2. YOU WARRANT THAT BY YOUR PERFORMANCE OF THIS AGREEMENT YOU ARE NOT IN BREACH OF ANY OTHER AGREEMENT CONCERNING YOU.
10.3. YOU WARRANT THAT ANY INFORMATION WHICH YOU PROVIDE US WITH ON REGISTRATION IS CORRECT, VALID AND COMPLETE.
10.4. YOU WARRANT THAT IN YOUR PERFORMANCE OF THIS CONTRACT YOU SHALL COMPLY WITH ALL APPLICABLE LEGISLATION AND REGULATIONS WITH RESPECT TO THIS AGREEMENT AND THAT YOU SHALL IN NO WAY BREACH ANY THIRD PARTY RIGHTS INCLUDING BUT NOT LIMITED TO ANY INTELLECTUAL PROPERTY RIGHTS.
10.5. YOU WARRANT THAT ANY INFORMATION THAT YOU PROVIDE US WITH WAS OBTAINED IN A LEGAL AND CORRECT MANNER.
11. Miscellaneous
11.1. All notices pertaining to this Agreement will be given by email as follows: to You at the email address provided by You during Registration (or as subsequently updated by You to Us in the event of change), and to Us at info@onyxgaming.co.uk. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being received or 24 hours from the time of transmission.
11.2. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between You and Us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
11.3. You understand that We may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to You in this Agreement.
11.4. As an Affiliate, You may receive confidential information from Us, including (without limitation) confidential information as to Our marketing plans, marketing concepts, structure and payments. This information is confidential and constitutes Our proprietary trade secrets. You shall not, during the term of this Agreement and at any time after the termination or expiration thereof, disclose this information to third parties or use such information other than for the purposes of this Agreement without Our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
11.5. If the Company is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure, the Company shall have no liability in respect of the performance of its obligations as are prevented by the Force Majeure events during the continuation of such events. For the purposes of this Agreement "Force Majeure" means any cause beyond the reasonable control of the Company including, without limitation, act of God, war, insurrection, riot, civil disturbance, acts or attempted acts of terrorism, fire, explosion, flood, storm, theft or malicious damage, strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third party injunction, national defence requirements, acts or regulations of national or local governments (including, without limitation, legislation or other regulation restricting, preventing or otherwise prohibiting the provision or availability of internet-based casino and poker gaming), inability to obtain essential power, raw materials, labor, malfunction of machinery or apparatus.
11.6. Except where You have received Our prior written consent, You may not assign, sub-license or deal in any other manner with this Agreement or any rights and/or obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights and/or obligations on the purported assignee.
11.7. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of the United Kingdom, for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and You waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
11.8. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof, and this Agreement would be interpreted so as to give effect, to the greatest extent possible, to this provision.
11.9. This Agreement (together with any other guidelines or additional terms we provide to you via email or on the Website) embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.
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