Termos e condições - Bingo

Terms and conditions

These terms and conditions set out the agreementbetween our company, Intercoastal Business, Ltd (hereafter “the Company”, “We” or “Us”), Company Reg. number 603888 whose registered officeaddress is at Road Town 1, Tortola, 0000, VG - British Virgin Islands, and the person set out on the registration page (“the Affiliate/s”, “Member/s”,“the Affiliate/s Member/s” or “you”).

The Company has reached all the necessary agreements withMediterranean Gaming Ltd. in order to develop and conduct this affiliate program.

Please read the following terms and conditions carefully in order to become a the Company Affiliates’ Member. By accepting these terms and conditions you agree to comply and be bound by the rules laidout therein. Please note that your application to become a the Company Affiliate Member is subject to our approval. If you do not agree, or are not authorizedto accept this agreement, you must not continue with the application process. Should you have any questions regarding these terms and conditions or regarding any other issue related to the Affiliate programme, please contact us at the following e-mail address: affiliates@gamblingb2b.com

1. The Company’s obligations

1.1 Promotional links

1.1.1 The Company shall provide the Affiliate with the promotional links, which may be updated by us from time to time.

1.2 Payment

1.2.1 The Company shall pay the Affiliate according to the conditions established in clause 3.

1.3 Registration of the affiliate’suser

1.3.1 The Company shall register the Affiliate’s users (i.e. customers sent toour website through Affiliates who make a deposit in accordance to these termsand conditions). We reserve the right to reject users, or to cancel their accounts if necessary, in order to ensure the fulfilment of the terms and conditions set out on our websites. The Company reserves the right to withhold payment to any Affiliate in relation to any account closed or cancelled under this clause.

2. Affiliate’s obligations

2.1 Unique account

2.1.1 Upon acceptance to join our Affiliate programme, you are only allowed to create one unique Member account. No Member is allowed to create more than one account.

2.2 Non-exclusive rights

2.2.1 The present agreement does not grant any exclusive rights or privileges to the Affiliate. Members shall not have any right to customers that have not been referred by them.

2.3 Online information and access toour promotions

2.3.1 As an Affiliate Member you will be entitled to online access to your account, which will permit you to obtain: i)links to the promoted sites; ii)several promotion resources (banners, mailers, etc); and iii)information about the users sent to the promoted sites.

2.3.2 During the term of this agreement, you shall prominently display the most up-to-date links supplied to you by the Company, in a manner and location agreed between you and Us and you shall not alter the form, location or operation of the links without our prior written consent. If the Affiliate fails to display the links of the promoted sites, we may terminate this agreement immediately without notice.

2.3.3 The Affiliate agrees to give the Company all reasonable assistance in respect of the display, access to, transmission and maintenance of the links.

2.3.4 Affiliates are not permitted to bid on our brandterms or any variations around our brand terms. If at any point you are unsure as to which brand terms you are forbidden to use, you can request a comprehensive list of brand specific keywords from your Account Manager.

2.3.5 Affiliates are not, under any circumstances, permitted to use our displayURLs for their search activity. All URLs used in all campaigns are registered to the Company and therefore are not permitted for the use of any affiliates' search activity.

2.3.6 Affiliates may not use our trademarked brand terms within their ad copy without prior permission from the Company. This includes any headers and/or descriptions within the body of their ad texts aswell as any display URL.

2.4 Good Faith

2.4.1 The Affiliate will not generate artificial and/or fraudulent traffic. The Company reserves the right to retain and to not pay any amount that we consider has been generated in an artificial and/or fraudulent way.

GamblingB2B.com will charge a fee of GBP5 / 5 EUR / 50 SEK (depending on the affiliate’s currency of choice) to cover for any bank charges generated by the fraudulent transaction

2.4.2 Acquisitions incentivised with external promotions not included in our websites or agreed with us beforehand will be excluded from any CPA or hybrid agreement.

In the case of affiliates with CPA agreements, neither you nor your direct relatives are eligible to become customers of oursites and you shall not be entitled to receive any payment or remuneration from us for the referral of such relatives or friends. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.

2.4.3 The Affiliate shall ensure that no link of the promoted sites will be placed on websites aimed at persons under the age of 18 years.

2.4.4 The Affiliate is not entitled to offer any person or entity any consideration or incentive for using, directly or indirectly, the promoted sites.

2.4.5 The Affiliate shall not: i) in any way modify, redirect, suppress or substitute the operation of any button, link, or of any other interactive feature of the promoted sites; ii) engage in transactions of any kind on the promoted sites on behalf of any third party, or authorise, assist or encourage any other person or entity to do so; nor iii) take any action that could reasonably cause any end-user confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring.

2.4.6 In general terms, the Affiliate shall not be allowed to provide its service in a different way to what is established in this agreement without the Company’s prior and written consent.

2.4.7 In the event that the Company discovers that the Affiliate is not in compliance with the terms of this agreement, or takes any action which would put the Company in breach of any advertising codes applicable, or takes any action that would put the Company in breach of any regulation laid down by the Alderney Gaming Comission, the Company will be entitled to take such measures as to render inoperative the links used by you and immediately terminate this agreement without notice to you.

2.5 Confidentiality

2.5.1 For the term of this agreement and 1 year after, the Affiliate may receive confidential information in relation to business, operations or technology. The Members specifically agree not to reveal confidential information to third parties, unless they have previous written authorization from the Company.

3. Payment

Casino sites

3.1 You shall be entitled to indicate, on your application form to join the Company’s Affiliate programme, which payment option you prefer. If you would prefer to receive a share of the Revenue (as defined below) then such monies shall be dealt with in accordance with clause 3.2. If you indicate that you would like to receive CPA payment, then such monies shall be dealt with in accordance with clause 3.4. We will also consider entering into hybrid agreements, which will be arranged separately to these standard terms.

3.2 If you have indicated on your application form that you wish to receive a share of the Revenue, then the Company shall pay you(in accordance with the provisions of clause 3.6) the currently published percentage (as detailed on the commission page of your Company’s Affiliate account) of Revenue Share (as defined below) received during the term of this agreement.

3.3 "Revenues Share" is calculated based on a percentage of Net Revenues, as detailed on the commission web site http://www.gamblingb2b.com/en/commissions.php.

3.4 “Net Revenue” is defined as cash wagers minus cash winnings minus fees by customers on the Company websites.

These fees cover all of the following:

(i) charges levied by electronic payment or credit card organisations
(ii) bad debts
(iii) charge backs and/or cancellations of deposits
(iv) costs resulting from chargebacks and/or cancellations of deposits
(v) costs resulting from e-commerce, royalties, and similar

3.5 Loyalty/Incentive sites will automatically be considered as Revenue Share agreements. The Company shall select those Affiliates that can be considered potentially ideal. In those cases, the agreement will be assessed and where the quality of traffic and player behaviour is satisfactory then a CPA agreement can be entered into.

3.6 The Company shall provide you with statements accessible through the website (campaign statistics) detailing the number of customers and your share of net Revenues and/or CPA Payments (as appropriate), if any, which have accrued to you over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, the Company shall record your total share of net Revenues and/or CPA Payments (as appropriate), if any, during the previous calendar month. In the event that a RevenueShare in any calendar month is a negative amount, it will not be carriedforward to the next month. If a Revenue Share does not exceed 50 €, the Company shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forwardsum) exceeds 50 €, at which time payment shall be made in accordance withclause.

3.6. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than 50 € in any given month. Also, if an Affiliate fails to bring new depositing customers to apromoted website site over a period of three consecutive months, the Affiliate will cease to generate Revenue Share by players brought until that time.

3.7 Subject to clause 3.5 above, at the end of a calendar month, you may raise an invoice for the relevant Revenue Share payable by the Company to you, which shall be paid within 45 days of receipt by the Company. However, raising an invoice is not a requirement by you as the relevant Revenue Share payable by the Company to you shall be automatically raised and paid out (in accordance with clause 3.5) within 60 days of the end of the relevant calendar month. Such Revenue Share shall be paid in pounds sterling, inclusive of VAT, if applicable.

3.8 Payments to the affiliates are made by the Company between days 1 to 7 of every calendar month, with the exception of force majeure.

3.9 If an error is made in the calculation of your share of the commission, the Company reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us).

Bingo sites

3.10 You shall be entitled to indicate, on your application form to join the Company’s Affiliate programme, which payment option you prefer. If you would prefer to receive a share of the Revenue (as defined below) then such monies shall be dealt with in accordance with clause 3.10. If you indicate that you would like to receive CPA payment (as defined below) then such monies shall be dealt with in accordance with clause 3.11. We will also consider entering into hybrid agreements, which will be arranged separately to these standard terms.

3.11 "Revenues Share" is calculated based on a percentage of Net Revenues, as detailed on the commission web site http://www.gamblingb2b.com/en/commissions.php

3.12 “Net Revenue” is defined as cash wagers minus cash winnings minus fees by customers on the Company websites.

These fees cover all of the following:

3.13 If you have indicated on your application form that you wish to receive CPA payment, then the Company shall pay a CPA payment, in accordance with the agreed CPA commission, inclusive of VAT if applicable, i.e. - you will receive an agreed amount when any of your players make their first deposit. Players must place at least 50% of their deposit through the table before the CPA will be paid. The Company will be able to not accept costumers if, under the Company’s sole criteria, the costumer is maintaining a fraudulent and/or artificial behaviour.

3.14 The Company shall provide you with statements accessible through the website (campaign statistics) detailing the number of customers and your share of net Revenues and/or CPA Payments (as appropriate), if any, which have accrued to you over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, the Company shall record your total share of net Revenues and/or CPA Payments (as appropriate), if any, during the previous calendar month. In the event that a Revenue Share in any calendar month is a negative amount, it will not becarried forward to the next month. If a Revenue Share does not exceed 50 €, the Company shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 50 €. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than 50 € in any given month. As well, if an Affiliate fails to bring new depositing customers to a promoted website over a period of three consecutive months, the Affiliate will cease to generate Revenue Share by players brought until thattime. If you have indicated on your application form that you wish to receive CPA payment, then the Company shall pay a CPA payment, as detailed on the commission web site http://www.gamblingb2b.com/en/commissions.php, inclusive of VAT if applicable.

3.15 Payments to the affiliates are made by the Company between days 1 to 7 of every calendar month, with the exception of force majeure.

3.16 If an error is made in the calculation of your share of the commission, the Company reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us).

3.17 You can consult our commission web site applicable to casino and bingo Affiliates at http://www.gamblingb2b.com/en/commissions.php.

4. Intellectual property

The Company grants you a non-exclusive and world wide license to display the Company’s brand features and its related content during the term of this agreement and in accordance with what is established through the agreement. All intellectual property rights and any goodwill arising in the links and in all the promoted sites, associated systems and software relating to the services provided by the Company to its customers from time to time shall remain the property of the Company. The only intellectual property rights that the Member obtains are those ones inherent to this agreement.

5. Representations, warranties andindemnity

5.1 The Affiliate hereby represents and warrants to the Company that: -
(i) the Affiliate has sufficient authority to enter into this agreement;
(ii) the Affiliate’s website used for the services agreed under this agreement does not and will, at all times, not infringe any copyright, trade secret, trademark, or other personal or proprietary right, held by any third party;
(iii) the Affiliate’s website does not, and will not, contain any messages, data, images or programmes which are, by law, defamatory, obscene, profane or pornographic.

5.2 The Affiliate will indemnify the Company from and against any loss, claim, liability, damage, action or cause of action (including, without limitation, reasonable attorneys’ fees) brought against the Company by a third party (including without limitation any tribunal, regulatory authority or other competent body having relevant jurisdiction in any jurisdiction) suffered or incurred, directly or indirectly, by the Company in consequence of any breach by you of this warranty.

6. Disclaimer

The Company makes no representation that the operation of the promoted websites will be uninterrupted or error-free and we will not beliable for the consequences of any interruptions or errors.

7. Exclusion of liability

7.1 NOTHING IN THIS CLAUSE SHALL LIMIT THE COMPANY'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM the Company'S NEGLIGENCEOR FOR FRAUD.

7.2 THE COMPANY SHALL NOT BE LIABLE, IN CONTRACT, TORT(INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR INANY OTHER WAY FOR: -
I) LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS;
II) ANY LOSS OF GOODWILL OR REPUTATION;
III) ANY INDIRECT OR CONSEQUENTIAL LOSSES;
IV) IN ANY CASE, WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OFTHE PARTIES AT THE DATE OF THIS AGREEMENT, OR ANY OTHER MATTER UNDER THISAGREEMENT.

7.3 THE COMPANY'S LIABILITY SHALL NOT, IN ANY EVENT, EXCEED THE SUM OF THE TOTAL MONIES PAID BY US TO YOU OVER THE 6 MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH LIABILITY WAS ACCRUED.

8. Term and termination

8.1 This agreement shall start on the date that we notify you that your application has been successful.

8.2 Either party ("Non-Defaulting Party") may bring the term to anend with immediate effect by written notice to the other party("Defaulting Party") if:
i) the Defaulting Party commits a breach of its material obligations under thisagreement and in the case of a remediable breach, fails to remedy it within 15days of the date of receipt of notice from the other;
ii) the Defaulting Party becomes insolvent or unable to pay its debts, proposesa voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, or if any petition shall be presented, order shall be made or resolution passed for its winding up(except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutorymoratorium.

8.3 Either party may terminate this agreement on delivery of four weeks' prior written notice to the other party.

8.4 If you do not deliver one (1) new customer registration within a period of three months (billed months) we may terminate this agreement immediately by delivery of written notice to you.

8.5 Each party shall forth with give notice in writing to the other party of any event.

8.6 Without prejudice to clause 8.4, we reserve the right to terminate this agreement at any time and for any reason immediately by delivery of written notice to you.

8.7 The parties shall have no further obligations or rights under this agreement after the end of the term, without prejudice to any obligations or rights which have accrued to either party at the time when the agreement ends save those other clauses the survival of which is necessary for the interpretation or enforcement of this agreement, shall continue to have effect after the end of the term.

8.8 At the end of the term, you will have to remove all the authoring marketing tools, and all the links of the promoted sites.

8.9 At the end of the term: -
i) all the rights and licenses given to the Member in this agreement, will arrive to an end immediately;
ii) you will have no right to receive further payments.

8.10 The Company reserves the right to deduct, from the last payment, the possible amounts that any breach of contract has generated.

9. Other disposals

9.1 This agreement replaces all previous terms and conditions of our Affiliate programme.

9.2 We may change all or any part of this agreement at any time. Notice of any changes will be given by message to your email address 5 days in advance of any such changes. If you do not agree to the changes you should terminate this agreement in accordance with its terms. We will publish details of any changes to the terms and conditions. Your continued participation in our Affiliate programme after we have posted the changes will constitute binding acceptance of such changes.

9.3 In no event will any delay, failure or omission (in whole or in part) inenforcing, exercising or pursuing any right, privilege, power, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, privilege, power, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

9.4 You shall not without the prior written consent of the Company assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this agreement or any rights under this agreement, or sub-contract any or all of its obligations under it, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

9.5 If any of the provisions of this agreement should be invalid or ineffective or become invalid or ineffective, such invalidity shall not effect or impair the validity of the other provisions of this agreement. The invalid or ineffective provision shall be replaced by a valid provision which incorporates the economic intent and purpose of the invalid or ineffective provision to the extent possible. This provision shall also apply if the agreement contains a gap which requires an appropriate provision shall remain in full force and effect.

9.6 Persons located in the United States of America, Israel, Turkey and Mauritius are prohibited from opening an account with Bingon, and therefore residents of these countries are restricted from making any deposits or use of the Services provided by the Company. The Company reserves the right to amend the list of countries from which it will not accept users of the Service at its discretion.

10. Governing law and dispute resolution

10.1 The validity and interpretation of this agreement shall be governed and construed in all respects exclusively by the laws of Malta.

10.2 The parties shall use their best endeavours to negotiate in good faith and settle amicably and as quick as possible any dispute or difference between the parties or any of them related to this agreement or a breach of it.

10.3 If no settlement can be reached through consultation within thirty (30)natural days after either party has given written notice to the other party ofthe existence of a dispute under this agreement, the matter may, at the election of any party, be brought before the competent Court of Malta, which Court shall have exclusive jurisdiction over any disputes or differences.

10.4 If any of the provisions of this agreement should be invalid or ineffective or become invalid or ineffective, such invalidity shall not effector impair the validity of the other provisions of this agreement. The invalidor ineffective provision shall be replaced by a valid provision which incorporates the economic intent and purpose of the invalid or ineffective provision to the extent possible. This provision shall also apply if the agreementcontains a gap which requires an appropriate provision. On approval, the Affiliate accepts the terms and the conditions of this agreement, signing thebox in the REGISTER section.