Super Partners Terms and Conditions
A. Super Partners, through the use of its Super Partners Software, is the operator of the Affiliate Program in terms of which Affiliates may market and promote certain Merchant Websites represented by the Affiliate Program.
B. This Agreement governs the relationship between Super Partners and You/Affiliates and also the relationship between the Affiliates/You and the Merchants. These terms and conditions are accordingly a binding contract between you and Super Partners which govern your participation in the Affiliate Program. By participating in the Affiliate Program, you agree to be bound by the most current version of these terms and conditions, which we may amend from time to time. It is Your responsibility to ensure that you are familiar with the most current version of these terms and conditions, and your continued participation in the Affiliate Program after Super Partners posts an updated version of these terms and conditions shall constitute your express agreement to be bound by the updated terms and conditions. In the event you do not agree with the updated terms and conditions, your only recourse shall be to terminate your participation in the Affiliate Program.
C. Definitions:
In these terms and conditions the following words and expressions shall have the following meanings:-
- Affiliate shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by Super Partners as an Affiliate of the Affiliate Program in terms of this Agreement.
- Affiliate Domain(s) shall mean any domain which is not a Prohibited Domain and which is lawfully owned by, or licensed to, the Affiliate.
- Affiliate ID means technical identification issued by Super Partners to an Affiliate which is unique to that Affiliate and allows Super Partners to accurately track the activity of Customers of an Affiliate.
- Affiliate Marketing Material means any Affiliate marketing material which is created or licensed by the Affiliate (and is not the Marketing Material), and which is utilised by the Affiliate in terms, and subject to the conditions of, this Agreement.
- Affiliate Program shall mean the affiliate program operated by Super Partners and forming the subject matter of this Agreement including the granting of a Super Partners Software Licence for the Term.
- Agreement shall mean these terms and conditions, including the online application form, and all appendices and annexures incorporated therein by reference, including all future updates and additions thereto.
- Casino Player means a person who has successfully signed up a new account via the casino registration.
- Chargeback means where a Customer or the credit card issuing bank or any other third party payment solution provider affects a reversal of charges in relation to a credit card or third party purchase transaction and for the purposes of calculating Net Revenue is regarded as Fraud. Chargebacks are deducted in the month they are charged.
- Commission means the commission as set out in the Clause 7 of the Agreement.
- Confidential Information shall mean:
- Customer shall mean a person or entity that the Affiliate directs in any manner, subject to the conditions contained in this Agreement, to a Merchant/Merchant‘s Website and who/which can be linked to the Affiliate‘s Affiliate ID and who/which successfully registers and opens an account with the Merchant.
- Customer Account means the account of a Customer as registered with, and opened by, the Merchant.
- Exclusive means that any Marketing Material provided by Super Partners will be used exclusively for the benefit of the Merchant and will not be used, in any way whatsoever, to further, or otherwise advance, the business of any other third party business/person/entity other than that of the Merchant(s).
- Fraud/Fraudulent Activity shall mean a deception which in the sole opinion of Super Partners is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain and includes, but is not limited to, fraudulent credit card transactions and/or Chargebacks.
- Gross Win shall mean the total revenue generated by the Merchant‘s casino found at the Merchant‘s Website as a result of a Customer‘s Wagering.
- Intellectual Property shall mean patents, rights to inventions, copyright and related rights, moral rights, Trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
- Licence shall mean a non-transferable, non-sub licensable and non-exclusive right granted to the Affiliate by the Merchant to use the Intellectual Property of the Merchant, only as is strictly necessary to adequately and effectively direct Customers to the respective Merchant‘s Website/s, in accordance with the terms and conditions of this Agreement.
- Marketing Material shall include, but is not limited to, various forms of branded and creative material, including but not limited to, online banners, HTML and text mailers, promotional material and other online and offline Merchant and Super Partners‘ marketing material, which Super Partners may provide from time to time to the Affiliate and which, where required has been licensed to Super Partners by the Merchants or their associated companies or contracting partners, and on the basis of a Licence (as defined), and which may be provided with guidelines as to use thereof and which as is strictly necessary to market and promote the Merchant‘s Websites and Brands.
- Merchant shall mean any operator of online gaming businesses for whom Super Partners provides Affiliate Program services and as further represented by the Merchant‘s Websites and Merchant Brands.
- Merchant‘s Brands shall mean:
- Merchant‘s Websites are websites situated at, but not limited to, the following URLs:
- Net Revenue shall mean the Gross Win, less Progressive Contributions (progressive games only), less bonuses awarded, less Non-Cash Items, less Fraud, less game provider fees, less any taxation, levy or similar mandatory payments (including gaming taxes and value added taxes) levied or charged on revenue, turnover, deposit or similarly driven by Customer activity or activity volume.
- New Customer shall mean a Customer not previously registered as, or deemed in terms of this Agreement to be, a Customer.
- Non-Cash Items mean the value of free credits or cash handed out to Customers or any other direct costs incurred to maintain the loyalty of a Customer (e.g. the cost of a gift to a Customer).
- Notice shall mean a written document (which includes email transmissions).
- Parties shall mean Super Partners, the Merchant and the Affiliate and “Party” shall be a reference to each or either.
- Progressive Contributions shall mean a percentage of revenue generated on any progressive game that is paid over by the Merchant into a progressive pool.
- Prohibited Domain Name shall mean any domain name whatsoever, which is, in the reasonable opinion of Super Partners or the Merchant, or by the application of reasonable assessment, identical, or confusingly similar to, Super Partners‘, and/or the Merchant‘s and/or the Merchant‘s licensor‘s trade and/or services marks and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever, whether for the purposes of its promotion of the Merchant‘s Websites, or associated brands, or any other reason.
- Restricted Territories mean Afghanistan, American Samoa, Andorra, Argentina, Australia, Belarus, Belgium, Botswana, Brazil, British Virgin Islands, Bulgaria, Cameroon, China, Christmas Island, Cocos (Keeling) Islands, Colombia, Congo, Cuba, Czech Republic, East Timor, Estonia, Ethiopia, France, French Guiana, French Metropolitan, French Polynesia, French Southern Territories, Ghana, Greece, Greenland, Guadeloupe, Guam, Heard and Mc Donald Islands, Hong Kong, Hungary, India, Iran, Israel, Japan, Kenya, Lithuania, Macau, Macedonia, Malawi, Martinique, Mayotte, Micronesia, Mozambique, Myanmar, Netherlands, New Caledonia, Nicaragua, Nigeria, Norfolk Island, North Korea [Democratic People‘s Republic Of], Northern Mariana Islands, Paraguay, Peru, Philippines, Poland, Portugal, Reunion, Romania, Russia, Rwanda, Saint Barthelemy, Saint Martin, Serbia (Republic of Serbia), Serbia and Montenegro, Seychelles, Singapore, Slovakia, Slovenia, South Africa, St Helena, St Pierre and Miquelon, Sweden, Switzerland, Syrian Arab Republic, Taiwan, Tanzania, Turkey, Uganda, Ukraine, United States, United States Minor Outlying Islands, Vatican City State, Venezuela, Vietnam, Virgin Islands (US), Wallis And Futuna Islands, Yemen, Zambia.
- Second-tier Affiliate shall mean a person or entity that the Affiliate directs in any manner to Super Partners and who can be linked to the Affiliate‘s Affiliate ID, which person or entity becomes an Affiliate of Super Partners.
- Spam means any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose), which is intentionally transmitted to multiple commercial electronic mail messages and which is unsolicited e-mail, sent indiscriminately to one or more mailing lists, individuals, or newsgroups.
- Sports Player means a person who has successfully signed up a new account via the sports registration.
- Super Partners shall mean Super Partners Limited trading as Super Partners, a company incorporated under the laws of Gibraltar, with company registration number 111688 and with registered address located at Suite 2, 260 Main Street, Gibraltar, GXll lAA.
- Super Partners Software shall mean the software which is owned and/or licensed to Super Partners and which allows the Super Partners Affiliate Program to operate, and including the Intellectual Property rights thereto and therein.
- Super Partners Software Licence shall mean a non-transferable, non-sub licensable and non-exclusive right granted to the Affiliate by Super Partners to use the Super Partners Software for the strict purposes and terms and conditions of this Agreement, in accordance with the terms and conditions of this Agreement.
- Term shall be the term of this Agreement, commencing on the activation of the Affiliate‘s account (commencement date) and remaining in full force and effect until the Affiliate‘s account is terminated for whatever reason in accordance with this Agreement (referred to as the “Termination Date“).
- Trademarks for purposes of this Agreement shall be limited to mean the trademark applications and registrations, including equivalent and/or similar applications and registrations in all other countries, the goodwill and/or reputation which attaches to all the aforementioned, as well as the goodwill and/or reputation in the getup, trade dress and/or trading style which relate to, or are, associated with the registered and/or unregistered trademarks.
- Unsuitable Site means inter alia, but not limited to, any website, forum, social media platform or other communications medium, regardless of type that is aimed at children, intended to appeal to minors; promotes or glorifies violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities; violates or enables the violation of intellectual property rights, violates the rights of privacy of others; is obscene or contains explicit sexual content; contains or promotes any unlawful behaviour or content; contains or provides links to malicious or harmful software, key loggers, Trojans, viruses or malware; actively seeks to target residents of the Restricted Territories; or are otherwise considered by Super Partners, in its sole discretion, to bring Super Partners or its Merchants or the Merchant Brands into disrepute, or which may prejudice the interests of Super Partners or its Merchants in any way.
- Wager / Wagering means the provision of play on Merchant‘s Websites in consideration for the Customer placing money, legal tender or any instrument representing such money or legal tender, such as, but not limited to, credit.
- Written/Writing shall mean any instruction or correspondence in the written form and shall include e-mail.
- You/Your refers to you, the natural or Juristic person who/which accesses the site found at superpartners.com and who applies to become an Affiliate, which person or entity will be subject to the terms of this Agreement insofar as it relates to the process of accessing the site and applying to become an Affiliate. If successfully becoming an Affiliate, then you will thereafter be referred to as an Affiliate.
1. Application and Appointment as an Affiliate
- If you wish to participate in the Affiliate Program, you must first submit a completed application on the portal located at: superpartners.com. Super Partners shall evaluate the Affiliates‘application within a reasonable time upon submission thereof. By submitting an application, you represent and warrant that you shall comply with the undertakings set out in Clause 8 below and that you shall abide by the Super Partners‘ code of conduct, click here for full details superpartners.com/codeofconduct.
- The decision as to whether You become an Affiliate is at the sole discretion of Super Partners and the Affiliate cannot in any way hold Super Partners liable for Super Partners‘decision not to accept Your application to become an Affiliate.
- Should there, at any time during Your participation in the Affiliate Program, occur any event which may cause any of the above warranties to become false, or which may prevent you from wholly fulfilling your obligations in accordance with these terms and conditions, You hereby undertake that you shall promptly notify your Super Partners account representative of such event, and Super Partners shall be entitled to terminate your participation in the Affiliate Program immediately without the requirement to make any further payments to You.
- As part of Your application to become an Affiliate, You may be requested to provide the following:
- A list of Affiliate Domains that you intend to use for the purpose of your participation in the Affiliate Program, and information as to how You will use them including, but not limited to, content and design;
- Information about Your area of operational/commercial focus including, but not limited to, business relating to online casinos and sportsbooks products and/or services;
- Your marketing methods and target market;
- Proof of identification including, where possible, a government-issued identification number;
- Payment details; and
- Any other information which Super Partners, at its sole discretion, deems relevant to the assessment of Your Application.
- As further part of Your Application, Your application information will be compared with the domain name registration information in a WHOIS, or similar, database to establish Your rights to Affiliate Domains.
- Provided You have complied with Super Partners‘requirements, You will be notified in a timely manner of Super Partners‘acceptance or rejection thereof.
- You hereby consent, and hereby provide the requisite authority, to Super Partners, to independently verify, with any third party, any information provided to it by You in terms of this Agreement and any other information as requested by Super Partners during the Term and from time to time.
2. Acceptance and License to be an Affiliate
- Once You have complied with Super Partners‘requirements and You have been notified of Your Acceptance as an Affiliate, Your Affiliate account will be activated and the Affiliate will thereafter be granted a Licence, subject to the terms of this Agreement, to operate as an Affiliate and participate in the Affiliate Program for the Term.
- The granting, and on-going use of the Licence, the participation in the Affiliate Program, and the on-going rights in respect of both, are subject to any conditions contained in this Agreement.
- The Affiliate is restricted to one Affiliate account only.
- By opening an account with a Merchant, a Customer will become a Merchant Customer and, accordingly, all Merchant‘s rules, policies, operating procedures and terms and conditions will apply to the Customer. Super Partners accepts no liability whatsoever nor can it be held liable for any claim relating, directly or indirectly, to Customers‘participation on any of the Merchants‘ Websites from accessing any Merchant Brands.
3. Prohibited Domain Names
- The Affiliate may strictly not register or attempt to register a Prohibited Domain Name.
- Should an Affiliate register, or attempt to register, a Prohibited Domain Name, and without prejudice to any other legal remedy or right that the Merchant and/or its licensors and/or Super Partners, may have in law, Super Partners and/or the Merchant shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Merchant or Super Partners as applicable, and the Affiliate agrees, in such instance not to, formally or informally, in proceedings or otherwise, object thereto.
4. Marketing Requirements and Material
- Requirements applicable to all channels of marketing, click here for full details: http://superpartners.com/marketing-guidelines
- Upon activation of the Affiliate‘s account, the Affiliate shall be provided access to the Marketing Material via the Super Partners‘ website, newsletters and account relationship managers.
- Without derogating from the Affiliate‘s other obligations in terms of the Agreement, the Affiliate agrees to:
- Procure and utilise the Marketing Material in the fulfilment of its obligations to market the Merchant‘s Brands;
- Use the Marketing Material for the Exclusive benefit of the Merchants and only for the purposes of the Affiliate Program and for no other purposes whatsoever;
- Ensure that the Marketing Material is not reproduced, is not in any way tampered with or altered, and used in accordance with the specifications and directions laid down by the Merchant from time-to-time.
- A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Merchant. The Merchant‘s decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Merchant or its designated agent to remedy the situation, failing which Super Partners shall be entitled to terminate the Agreement with immediate effect.
- The Affiliate may design its Affiliate Marketing Material for the sole purpose of directing Customers to the Merchant‘s Websites, subject to the following terms and conditions:
- The Affiliate will strictly adhere to the instructions and guidelines as set out in the guidelines issued to the Affiliate pertaining to the use and application of the Affiliate Marketing Material, and Affiliate shall first obtain Super Partner‘s prior written approval or instructions on how to proceed.
- The Affiliate will furnish Super Partners, upon written request, with such information and reports, including but not limited to samples of any Affiliate Marketing Material, as may be required by Super Partners in connection with the Affiliate‘s use of any of Super Partners‘or its Merchants‘ Intellectual Property.
- Once approved by Super Partners, any proposed changes to the Affiliate Marketing Material the Affiliate may wish to make shall be submitted to Super Partners for prior written approval prior to the use or publication thereof.
- Any bid made by an Affiliate to any internet search engine on keywords, including and without limitation the Merchants‘ Brands or Websites, associated trademarks or words that are confusingly similar, shall be considered to be a breach of good faith entitling Super Partners to terminate this Agreement immediately and take any other action that it is, in terms of this Agreement, entitled to for acts not in good faith.
5. Intellectual Property Rights
- The Affiliate acknowledges that Super Partners and Merchant Intellectual Property will at all times remain the property of Super Partners, the Merchant and/or its, or the Merchants‘ licensors. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the aforesaid Intellectual Property, other than those provided in terms of the Licence.
- The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of the Merchant‘s or the Merchant‘s licensor‘s rights, title and interest in and to the Intellectual Property.
- The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of Super Partners‘licensor‘s rights, title and interest in and to its Intellectual Property, nor will the Affiliate attempt, in any way, to tamper with, reverse-engineer, vary or alter the Super Partners‘Software.
- The Affiliate shall not in any way represent that it has any rights of any nature in the Intellectual Property of either Super Partners or the Merchant or the Merchant‘s licensors, other than those that it enjoys in terms of this Agreement.
- The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of the restrictions attached to the Intellectual Property of either Super Partners or the Merchant or the Merchant‘s licensors, and that it can give full effect to such obligations.
- The Affiliate shall, as soon as it becomes aware thereof, give Super Partners, in writing, full particulars of any use, or proposed use, by any other person, firm or company, of a trade name, trademark or get-up of goods, or mode of promotion, or advertising, or any element of the Intellectual Property of either Super Partners or the Merchant or the Merchant‘s licensors, which amounts or might amount either to infringement of those rights or to any other form of passing-off.
- If the Affiliate becomes aware that any other person, firm or company alleges that the Intellectual Property of either Super Partners or the Merchant or the Merchant‘s licensors is invalid, or that use of the Intellectual Property infringes any rights of another party, or if the Intellectual Property of either Super Partners or the Merchant or the Merchant‘s licensors‘Intellectual Property is otherwise attacked or attackable, the Affiliate will immediately give Super Partners full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.
- The Merchant and/or its licensors shall have the sole conduct of all proceedings relating to the Merchant‘s Intellectual Property and will in their sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of its/their Intellectual Property or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of its/their Intellectual Property. The Affiliate shall not be entitled to bring or defend any action, or enter into any negotiations for compromise or settlement, for, or in any way relating to infringement of such Intellectual Property rights, and the Merchant and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the aforesaid Intellectual Property if they decide in their sole discretion not to do so.
- Super Partners and/or its licensors shall have the sole conduct of all proceedings relating to the Super Partners‘Intellectual Property, including the Super Partners‘Software, and will in its sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of its Intellectual Property. The Affiliate shall not be entitled to bring or defend any action, or enter into any negotiations for compromise or settlement, for, or in any way relating to infringement of such Intellectual Property rights, and the Merchant and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the aforesaid Intellectual Property if they decide in their sole discretion not to do so.
6. Customer Registration and Tracking
- Super Partners will, for the purpose of this Agreement, track Customers‘transactions by application of the Affiliate ID. You are responsible for ensuring that all referred customers are properly tagged with your Affiliate ID. You will not receive credit for New Customers who are not properly tagged or who we are unable to otherwise properly associate with your Affiliate ID.
- The Merchant has the sole right to refuse Customers (or to close/suspend their accounts) if necessary, to comply with any requirements that they may periodically establish and the Affiliate hereby undertakes to abide by Super Partners‘decisions in this respect and will have no claim against Super Partners for any loss or damage of any kind which it suffers or alleges it suffers, as a result of such actions by Super Partners.
- Super Partners will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. The form, content and frequency of the reports may, at Super Partners‘discretion, vary from time to time. To gain access the Affiliate will need to use the Affiliate‘s Affiliate ID and password as provided to the Affiliate by Super Partners.
- The reports and the underlying figures, number amounts and statistics forming the basis of such reports, will be the exclusive reference point for the calculating of Commission, and the Affiliate agrees to be bound by such information as provided by the Merchants to Super Partners.
7. Commission General
- Commission is, subject to any other terms and conditions contained in this Agreement, payable to Affiliates only if a Customer (a) opens an account with a Merchant and (b) wagers on the Merchant‘s Website(s).
- Payment shall only be made to the Affiliate once Super Partners has received payment from the Merchant(s), as applicable.
- Payment shall only be made to the Affiliate once Super Partners has been satisfied that the Affiliate is the beneficial owner of the funds and the selected payment method. Should any affiliate details or payment methods be added or amended, changes will require verification in order to be effected. Payments accrued to unverified accounts will remain so until such time as verification documentation has been supplied and approved. Thereafter accrued payments will be paid in accordance with the predefined payment process.
- The Affiliate shall not earn Commission on the Net Revenue of any Second-Tier Affiliate if, in the case that the Affiliate is a juristic entity, they are the Affiliate‘s employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, they are the Affiliate‘s employee, agent or direct family member.
- The Affiliate shall not earn Commission on the Net Revenue on the Affiliate‘s own Customer Account nor on the Customer Account/s of the Affiliate‘s employees or immediate family members.
- If the Affiliate or the Affiliate‘s employees sign up as a Customer at one of Super Partners‘Merchant‘s Brands, Super Partners shall have the right to terminate this Agreement.
- Super Partners has and reserves the right to pass on any financial costs to the Affiliate‘s account that Super Partners may incur as a result of Fraudulent Activity or bad faith activity by the Affiliate.
- If Super Partners (in its sole and unfettered discretion, but acting reasonably) determines that an Affiliate is abusing its membership as an Affiliate so as to unfairly gain an advantage, or for other reasons, then Super Partners may withhold any Commissions due to such Affiliate and/or vary the amount of Commission.
- Super Partners will process the Commission earned by the Affiliate in the previous calendar month by the tenth working day of the following month. Super Partners shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.
- Payment shall be made by Super Partners to the Affiliate by way of the method selected by the Affiliate on registration, at the market exchange rate in US dollars, UK pounds, Euros, Australian Dollar, Canadian Dollar, Danish Krona, Swedish Krona, Norwegian Krona, or one of the other payment currencies available to all affiliates of the Affiliate Program.
- An Affiliate will not be able to update or, in any way, change the payment details in their account during the 5 (five) working days prior to the date that payment is due and it is the Affiliate‘s sole responsibility to ensure that they have entered the correct payment details 5 (five) working days prior to the date of payment.
- An Affiliate will only be paid by bank wire if the total amount owed in a single month is €700 (or the equivalent in another currency) or more. If the total amount owed is less than €700, payment will be rolled over into the following month, or future months until the €700 threshold is met. If, however, an affiliate wishes to be paid by bank wire when the amount owed is less than €700 (or the equivalent in another currency) then that Affiliate must contact Super Partners by the fifth day of the following month in question. In doing so the Affiliate thereby agrees to pay any associated costs that arise as a result of receiving the bank wire. The €700 minimum threshold set out herein does not apply to the use of any web-wallet solution for Commission payment and where this solution is used, the minimum threshold will be €100.
- Referral fees will be based upon Super Partner‘s good faith calculation based on its own statistics. Affiliates will only be paid referral fees once they have a balance of €100 owing to them.
- In the calculation of Commission where the Net Revenue 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. A negative balance due to Fraud costs will be carried over.
High-Roller Policy
- In any given month, if a Customer generates a negative net revenue of at least $10,000 they will be deemed to be, for the purposes of this section, a ‘High-Roller‘.
- If the aggregate Net Revenue for the Affiliate, in that month, for a Merchant Brand is negative $2,000 or greater, then the High-Roller policy as set out hereunder, will apply:
- The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller;
- The negative balance carried forward cannot be set-off against other Customers‘Net Revenue;
- The negative balance carried forward cannot be greater than the total aggregate negative Net Revenue for that particular Brand on the Affiliate account, for that month;
- The negative balance of a High-Roller will be reduced by future positive Net Revenue that they generate in subsequent months;
- A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
Calculation
- The Affiliate will be entitled to 25% Commission on Net Revenue of the Super Partners‘ Casino & Sport Deal.
- This calculation does not apply to any Cost per Acquisition model (“CPA Payment Plan”) which is more fully provided for in clause 7.18 hereunder.
- This calculation is only activated by Casino and Sports Customer Referrals, with the subsequent applied % Commission applied to your Super Partners Casino & Sports Deal only.
- If, after a 6-month inclusive period, a minimum of 30 new active Customers have not been referred, then Revenue Share will be reduced to 20%. If, after a 12-month inclusive period, a minimum of 60 new active Customers have not been referred, then Revenue Share will be reduced to 10%. If, after an 18-month inclusive period, a minimum of 90 new active Customers have not been referred, then Revenue Share will be reduced to 5%. If, after a 24-month inclusive period, a minimum of 120 new active Customers have not been referred, then Revenue Share will be reduced to 0. Once the new active Customer amount has been referred, the following month the Revenue Share will be increased to 25%.
Second-Tier Affiliates
Please contact your affiliate manager to discuss this further.
CPA Payment Plan
- In accordance with the CPA Payment Plan, an Affiliate will receive a one-off payment for every new Customer, more specifically: (a) when a Customer completes first registration, (b) deposits the minimum required amount and (c) meets the minimum wagering activity requirements, as previously agreed upon in writing with your Affiliate Manager.
- Other than the on-off payment specified above, no future payments will be owing or payable for CPA referrals relating to any one Customer so referred, and regardless of the number of sites and/or number or type of games played by that Customer.
- In the event of a Chargeback received against or issuance of credit to a Customer, that Customer will be discounted for the purpose of the CPA Plan;
- Any previous payment made pursuant to the CPA Payment Plan for such Customer, will be deducted from future payments to the Affiliate and;
- Super Partners does not pay for incentivised traffic in any form and we do not pay for schemes where a Customer is given or promised a percentage of the CPA as an incentive for becoming a Customer. Such incentives extend to any roulette playing schemes or casino systems where Customers are advised, in any way, on how to play to beat the online wagering system.
- Super Partners does not pay for CPA Customers sent via brand bidding as set out in Clause 4.44 above.
- Super Partners does not pay for duplicate players i.e. a Customer who already exists within the Super Partners‘, or its Merchant‘s, database.
8. Affiliate Warranties
- By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that:
- The information the Affiliate provides Super Partners on registration is complete, valid and honest;
- In the event the Affiliate is a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and
- The execution of this Agreement by such person, and the performance by the Affiliate of the Affiliates obligations and duties hereunder, do not and will not violate any agreement to which the Affiliate is a party or by which the Affiliate is otherwise bound;
- Your activities shall fully comply with this Agreement and all applicable laws;
- You shall not solicit any potential customers by way of any offers except for the current offers made available through the Affiliate Program nor shall you, either directly or indirectly, solicit, or attempt to solicit, divert or hire away any person engaged by Super Partners and/or a Merchant as an employee, contractor or consultant at the time of solicitation. Should you have any doubt as to whether an individual is engaged by Super Partners and/or a Merchant, then you must, prior to attempting any solicitation of such individual, make a written inquiry to Super Partners in this regard. Your failure to confirm the status of any individual prior to a solicitation shall not relieve you from your duties and obligations under this non-solicitation clause. You further agree that in the event of a breach of this non-solicitation clause, Super Partners and/or a Merchant may suffer substantial and irreparable harm which may not be adequately compensated for by the payment of damages. As a result, Super Partners shall be entitled to seek injunctive relief in any court of competent jurisdiction to enjoin or prevent such solicitation, and that this will not limit any other causes of action or legal redress that may be available to Super Partners and/or a Merchant;
- You have the ability, experience, expertise and resources to perform all of your obligations hereunder in accordance with this Agreement;
- You understand and agree that the marketing activity undertaken by you in connection with the Affiliate Program, and your conduct as an Affiliate has the potential to inflict substantial damage to Super Partners‘and each Merchant‘s reputation and goodwill, and as a result you shall at all times consider and act in the best interests of Super Partners and each Merchant, and shall preserve the goodwill and reputation of Super Partners and each Merchant, and the name of each of Super Partners and each Merchant;
- You shall not undertake any activities in violation of the intellectual property rights of Super Partners and the Merchants, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the Merchant Brands, copying the “look and feel of our sites or software, using any Merchant marks, branding or logos except as expressly permitted by this Agreement, or modifying any Marketing Material made available by Super Partners;
- You have evaluated the applicable laws relating to your activities and obligations hereunder, and you have independently concluded that you can participate in this Affiliate Program and fulfil your obligations hereunder, without violating any applicable rule of law;
- You will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage. This includes but is not limited to you registering customer accounts or playing under your own Affiliate tracking links and or any other Fraudulent Activity.
- You shall not conduct any activities in connection with any Unsuitable Site.
- All of the Affiliate‘s marketing activities adhere to the EGBA code of conduct;
- The Affiliate is strictly prohibited from marketing and promoting the Merchant Websites to residents of the Restricted Territories including, but not limited to, sending Customers correspondence, the use of bannering, off-line advertising and direct marketing. You shall exercise all possible technical and operational measures to prevent marketing to residents of the Restricted Territories.
- You further undertake:
(a) that You will not promote or market the Merchant Websites or Merchant Brands to Dutch residents and will not market/promote the Merchant Websites or Merchant Brands from any site operated via an Affiliate Domain which: (i) is in the Dutch language and/or; (ii) which displays banners or other links on any website utilising a local Dutch URL ( i.e. .nl); and/or (iii) which utilises terms, images or logos, which are closely associated with The Netherlands (for example, but not limited to clogs, windmills etc.); and
(b) not to promote or market the Merchant Websites or Merchant Brands from any site operated via an Affiliate Domain, which also markets/advertises any third-party operator brand, where such operator has been fined by the Kansspelautoriteit, or other official body, (the “Authorities”) for breach of its applicable provisions.
Without derogating from the generality of the terms of this Agreement including without limitation, Clause 18.2 below, you shall defend, indemnify, and hold Super Partners, the Merchants and each of our respective directors, officers, employees, and representatives (the “Indemnitees“) harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney‘s fees, resulting from, arising out of, or in any way connected with your breach of this Clause 8, without limitation any fine or other penalty imposed by any Authority. You further undertake and agree to fully assist Super Partners and/or any Merchant in providing any information to the Authorities, in defence of such fine or sanction, as Super Partners may request.
9. Non-exclusivity
- The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist Super Partners in the provision of services arising from the Affiliate‘s referrals.
- The Affiliate shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than the Affiliate.
10. Good Faith
- You agree to use your best efforts to market and promote the Merchant Websites in a manner consistent with good business ethics and in good faith towards Super Partners and the Merchants.
- You acknowledge that your promotion of the Merchant Sites has the potential to inflict substantial damage to the relevant Merchants and the Merchants‘reputation and goodwill, and that you shall at all times act in a manner that will not harm the reputation and goodwill of any Merchant and/or Super Partners.
- Super Partners prohibits any Affiliate activity in connection with any content or material which contains: (a) the intellectual property of others for which the Affiliate is not properly licensed to use; (b) information that is unlawful, harmful, threatening, obscene, discriminatory, scandalous, fraudulent or offensive; (c) any information that may subject any Merchant or Super Partners to any cause of action, in law, equity or otherwise; or (d) any information which Super Partners, in its sole discretion, determines to be objectionable, harmful, in bad taste, or potentially damaging to the interests and goodwill of any Merchant or the Affiliate Program.
- Your activities must not involve any marketing or promotional activity which may have the potential to deceive, confuse or mislead users, or which may infringe on any third party rights, including the rights of privacy, publicity, or Intellectual Property rights. You shall ensure that the Marketing Material is displayed only in connection with web sites and materials which are lawful, proper, professional and tasteful.
- Super Partners reserves the right to demand the immediate takedown or modification of any materials that you distribute, or to demand the cessation of any or all marketing activity in connection with the Affiliate Program or any Merchant, at any time and in Super Partners‘sole discretion. You agree that we are entitled to review your affiliate marketing activities from time to time and that we may approve/reject marketing methods and Affiliate Sites used by you in our sole discretion. You undertake and agree to provide prompt assistance and full cooperation in connection with any requests made by Super Partners in this regard.
- If requested by Super Partners, you undertake and agree to provide Super Partners with all such information and documentation as we may reasonably require to verify your compliance with this Agreement, or which we may require for our regulatory or legal purposes.
- You agree that you shall neither offer nor provide incentives (financial or otherwise) to any potential New Customer without the prior written approval of Super Partners, excluding the standard promotional programs which Super Partners may make available to you from time to time through the Affiliate Program.
- The Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith (alternatively generated in bad faith), whether or not it actually causes damage to Super Partners, its Merchants, its licensor or Affiliates.
- In the event that Super Partners, in its discretion, acting reasonably, believes that an Affiliate is not acting in good faith (alternatively acting in bad faith), then Super Partners reserves the right to terminate this Agreement immediately and to withhold the Commissions payable to the Affiliate.
- An Affiliate may not be a party (whether directly or indirectly) to any Fraudulent Activity, and any such Fraudulent Activity will be considered as an act contrary to the principles of good faith, allowing immediate termination and withholding of any Commission due to the Affiliate by Super Partners. Save that this will not preclude Super Partners from exercising any other rights that it may have against an Affiliate for Fraudulent Activity.
- An Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam, and any form of Spam, as detected by Super Partners, applying common tests in the industry to detect Spam, will result in the Affiliate‘s account being placed under review and all funds due to the Affiliate being withheld pending an investigation. For the purpose of this section and as read with Clause 8.1.10, any generation, processing, dissemination or the like of Spam and any form of Spam, is considered an act contrary to the principles of good faith.
- You will not send any marketing SMS, email or other communications relating to a Merchant or the Affiliate Program without the prior written consent of Super Partners. In order for Super Partners to properly consider whether its consent shall be granted, you shall provide Super Partners with:
(a) A complete list of the intended recipients of any proposed marketing campaign, which list we shall review to verify that Marketing Material is not to be sent to any person who has a self-exclusion agreement in place with any Merchant;
(b) Written confirmation that all proposed email, SMS or other communications comprising the proposed campaign shall include an option to opt-out of receiving further such communications; and
(c) Written confirmation that the proposed recipients of the campaign have respectively provided the necessary consents to receive communications of the type proposed (“opt in”) and have not since opted out.
- If Super Partners or any Merchant incurs any cost in connection with Spam sent by you or anyone on your behalf, these costs will be deducted from any Commissions due to you under this Agreement. Should any costs incurred by Super Partners or any Merchant not be covered by the funds in your Affiliate account we have the right to offset future Commission payments or pursue other alternative means for obtaining payment from you. Should your Affiliate account not be active, or otherwise not generating Commission payments, then Super Partners shall have the right to demand payment directly from you.
- Should an Affiliate require more information regarding Super Partner‘s Spam policy or wish to report any incidences of Spam, please contact Super Partners at spamreport@superpartners.com.
11. Legal Compliance
- Your activities shall comply with all applicable laws and industry practices applicable to online marketing; online advertising; and the marketing of online gambling sites, including but not limited to:
(a) the UK CAP Code; and
(b) the IGRG Industry Code for Socially Responsible Advertising.
- You undertake to observe all applicable directives, laws and regulations applicable to the use of cookies or the use, processing, storage and transfer of personal data, including but not limited to the EU Data Protection Directive 95/46/EC, EU Privacy and the Electronic Communications Directive 2002/58, or any implementing or related legislation of any member state in the European Economic Area.
- Any electronic messages or other communications sent by you, or caused to be sent by you, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the EU Data Protection Directive 95/46/EC.
- It is your obligation to familiarise yourself with and abide by the laws, regulations and codes of practice applicable to the activities you conduct in relation to your participation in the Affiliate Program.
- The Affiliate shall act in compliance, and remain fully updated, with all applicable laws and regulations including, without limitation, all applicable privacy, data protection and anti-money laundering laws and regulations including, without limitation:
(a) the terms and conditions of any relevant gambling Licences issued by the applicable authorities to a Merchant or any of its subsidiaries and the laws and regulations associated therewith, such as the gambling Licences to which a Merchant or any of its Affiliates may be subject or bound from time-to-time; and
(b) all applicable anti-corruption, anti-money laundering and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes under (without limitation) the UK Anti-Bribery Act 2010 (“UK Bribery Act”) which precludes giving, offering or agreeing to give anything of value to government officials or holders of and candidates for public office or political parties, their families and agents, directly or indirectly, in connection with obtaining or maintaining contracts or orders or obtaining other benefits. The UK Anti Bribery Act also requires complete and accurate record-keeping, which records the Provider will maintain throughout the Term and for such period thereafter as the relevant rule, law or regulation may prescribe.
- The Affiliate shall disclose to Super Partners any information that may be required by any gambling authority, to satisfy the requirements imposed on Super Partners or any of its Merchants or Affiliates by any such gambling authority.
- The Affiliate shall not:
(a) undertake any action which may have a detrimental impact on the ability of any Merchant or any of its Affiliates to be qualified for or to hold or maintain any License, permit or approval granted, or to be granted, by any competent authority, OR
(b) Undertake any action which could reasonably be construed as bringing any merchant or its Affiliates into material disrepute or to create a material negative perception of the integrity of a Merchant or its Affiliates.
- The Affiliate shall participate in any training which Super Partners provides and requests the Affiliate to participate in, including, and without limitation, annual responsible gambling awareness training and all VIP-specific responsible gambling training, annual anti-money laundering awareness training and anti-bribery and corruption training.
- The Affiliate shall not knowingly benefit from known or suspected activity not performed in good faith (or alternatively, performed in bad faith), whether or not such activity actually causes damage to a Merchant or the Merchant Websites.
- The Affiliate shall not to be a party (whether directly or indirectly) to any illegal activity or fraudulent activity in connection with the Affiliate‘s activities hereunder.
- The Affiliate shall inform Super Partners of all and any communications (whether written or verbal) with customers of the Merchant Websites within 2 (two) weeks of the occurrence thereof and to maintain complete records, during and for a period of two years after the termination of this Agreement regarding the Affiliate‘s activities hereunder, any marketing or promotional activity undertaken in furtherance thereof; and to maintain logs of hospitality and customer events to meet the requirements set out under the UK Bribery Act.
- If you are joining the Affiliate Program in the capacity of an affiliate marketing network, you represent, warrant and undertake that the terms and conditions of your marketing network are at least as restrictive as those set out herein, and that you shall be responsible for all activity undertaken by your affiliates. Super Partners reserves the right in its sole discretion to request written documentation of your compliance with this clause, and your failure to promptly provide such documentation upon request shall be deemed a material breach of these terms and conditions.
12. Money Laundering and Anti-Bribery
- The Affiliate may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.
- It is recorded that some jurisdictions in which Super Partners operates have strict laws on money laundering that may impose an obligation upon Super Partners to report the Affiliate to the federal or local authorities within such jurisdictions if Super Partners knows, suspects or has reason to suspect that any transactions in which the Affiliate is directly or indirectly involved, amongst other things, involves funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Program or Super Partners‘Merchants to facilitate criminal activity.
- If Super Partners has any knowledge, belief or suspicion that any money laundering or illegal activity may have occurred, it may at its absolute discretion: (a) immediately suspend, deregister or terminate the Affiliate‘s membership of the Affiliate Program; and/or; (b) decline to pay the Affiliate any further Commission and/or (c) report the Affiliate to the aforementioned federal or local authorities should Super Partners, in its absolute discretion, determine that it is obliged, by law, to do so.
- Super Partners reserves the right to report the Affiliate to the aforementioned federal or local authorities should Super Partners, at its absolute discretion, determine that it is obliged, by law, to do so.
- You undertake and agree that your participation in the Affiliate Program shall not, directly or indirectly, encourage, benefit from, or be party/privy to, any money laundering or related illegal activities. Super Partners strictly prohibits, and undertakes efforts to prevent, money-laundering activities and other activities that may facilitate money-laundering or the funding of terrorist or criminal activities in connection with the Program. You hereby agree to provide Super Partners, the Merchants or their designated agents with all requested assistance and documentation in connection with such efforts, including but not limited to:
(a) For individuals, copies of your current: passport, driving licence, utility bill, bank statement, or other documents; or
(b) In the case of a corporation, copies of: the company‘s certificate of incorporation, constitutional documentation, identity of the directors, officers and beneficial owners of the company. You agree that Super Partners may undertake independent identity verification procedures in its sole discretion which may include the procurement of information from public or private sources for identity verification and crime prevention purposes.
13. Confidential Information
- Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Super Partners, its Members, or the Affiliate, respectively, or any of Super Partners‘Affiliates provided by or on behalf of any of them shall be considered Confidential Information and will remain strictly confidential and secret, and shall not be utilised, directly or indirectly, by such party for its own business purposes, or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.
- During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Super Partners‘Merchants and/or the Affiliate Program (including, for example, Commission earned by the Affiliate under the Affiliate Program). The Affiliate agrees to neither disclose nor allow unauthorised use of the Confidential Information by third persons or outside parties unless the Affiliate has Super Partners‘prior written consent and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliate‘s obligations with respect to Confidential Information shall survive the termination of this Agreement.
- Within 3 (three) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof.
14. Termination
- This Agreement may be terminated by Super Partners, at its discretion, at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.
- Notice of termination shall be given in writing by either Party to the other. Agreement shall accordingly terminate with immediate effect.
- On termination, for whatever reason, all rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to Super Partners and its Merchants or Merchants‘ Websites, or Merchants‘ Brands from its site and disable any links from its site to same.
- Upon termination for reasons other than breach of this Agreement by the Affiliate, the Affiliate shall continue to be entitled for a period of one year to receive Commission on the terms and conditions as specified herein.
- On termination, for whatever reason, Super Partners may withhold the Affiliate‘s final six monthly payments for up to three months each to ensure that the correct amount has been calculated and paid.
- If Super Partners continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
- The Affiliate, Super Partners and Super Partners‘ Merchants and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.
- Super Partners may terminate this Agreement if it is determined at Super Partners‘ sole discretion that the Affiliate‘s site is an Unsuitable Site.
15. Ownership of Customer Data
- You acknowledge and agree that all information relating to any referred customer is the exclusive and sole property of the Merchant with which such Customer is registered, and that you shall have no rights therein whatsoever, excluding any information that you gather independently, outside of your participation in the Affiliate Program.
- You acknowledge and agree that any data collected by Super Partners from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for Super Partners or for one of the Merchants.
16. Sale of Business
- Super Partners recognizes that an Affiliate may wish to sell their Affiliate business to a third party. Super Partners requires an Affiliate to recognise and respect that the personal qualities, probity and background of Super Partners‘ Affiliates is vital to Super Partners‘ decision to accept a person as an Affiliate of the Affiliate Program.
- If an Affiliate wishes to sell or otherwise dispose of the shares or assets of their Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of their Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:
- Give Super Partners no less than 30 (thirty) days prior written notice of such intention, simultaneously provide such details as Super Partners may request (which shall include, but not be limited to, the selling Affiliate‘s Affiliate ID and full details of the intended purchaser including their banking details and, if they are already an Affiliate of the Affiliate Program, their Affiliate ID) and furnish Super Partners with an irrevocable consent and authority to pay the selling Affiliate‘s Commission, after the sale is completed, to the purchaser;
- Make the deed of sale subject to the suspense condition that Super Partners approves such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to Super Partners‘ approval (at Super Partners‘ sole discretion) join the Affiliate Program.
- In any event, Super Partners reserves the right, at its sole discretion, to reject an intended purchaser of the Affiliate‘s business, as an affiliate of the Affiliate Program, and in this event may terminate this Agreement immediately.
- Any attempted assign, transfer or novation by you in violation of this Agreement is void and shall have no effect. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and be enforceable against you and us and your and our respective successors and assigns.
17. Death of Affiliate
- In the event of an Affiliate‘s death, Super Partners shall require that the executor of the deceased Affiliate‘s estate (or similarly charged person) furnishes Super Partners with certified copies of their authority to act on the deceased Affiliate‘s estate‘s behalf, the deceased Affiliate‘s death certificate and proof of the deceased Affiliate‘s beneficiaries‘ identities.
- The Affiliate hereby agrees that Super Partners shall be obliged to pay their estate and/or beneficiaries:
- Only once Super Partners has received the information required in Clause 17.1 above; and
- Any sums that may have accrued to the deceased Affiliate as Commission prior to their death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after their death. The Affiliate hereby waives (on their behalf and on behalf of their estate, heirs, beneficiaries, successors or assigns) any rights that they may have to any further sums of money and/or Commission under this Agreement.
18. Relationship of Parties
- The Affiliate and Super Partners are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on Super Partners‘ behalf. The Affiliate shall not make any statement, whether on the Affiliate‘s site or otherwise, that conflicts with this Clause.
- The Affiliate will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.
- The Affiliate shall not make any claims, representations, or warranties in connection with Super Partners or its Merchants and the Affiliate shall have no authority to, and shall not, bind Super Partners or its Merchants to any obligations outside of this Agreement, unless agreed to in writing by either Super Partners or its Merchants.
19. Disclaimer of Liability
- The Affiliate shall defend, indemnify, and hold Super Partners and its Merchants and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney‘s fees, resulting from, arising out of, or in any way connected with:
- Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;
- The performance of the Affiliate‘s duties and obligations under this Agreement;
- The Affiliates negligence; or
- Any injury caused directly or indirectly by the Affiliate‘s negligent or intentional acts or omissions, or the unauthorised use of Super Partners‘ banners and links, or this Affiliate Program.
- Further, the Affiliate will indemnify and hold Super Partners harmless from all claims, damages, and expenses (including, and without limitation, attorneys‘ fees) relating to the development, operation, maintenance, and contents of each and all of the Affiliate‘s sites.
- Super Partners makes no express or implied warranties or representations with respect to the Affiliate Program, Super Partners or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Super Partners makes no representation that the operation of its site (including service and tracking) will be uninterrupted or error-free. Super Partners will not be liable for the consequences of any such interruptions or errors.
- Super Partners will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if it has been advised of the possibility of such damages. Further, except in the event of:
- Bodily injury or death caused by Super Partner‘s negligence, or
- Any liability which cannot be excluded as a matter of law, Super Partners‘ aggregate liability arising with respect to this Agreement and the Program whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed the total Commission paid or payable by Super Partners to the Affiliate under this Agreement during the twelve month period prior to the incident giving rise to liability. Super Partners‘ obligations under this Agreement do not constitute personal obligations of its directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
20. Miscellaneous
- Affiliate shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by Super Partners as an Affiliate of the Affiliate Program in terms of this Agreement.
- Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.
- The Affiliate may not assign this Agreement, by operation of law or otherwise, without Super Partners‘ prior written consent. Subject to that restriction, this Agreement will be binding on, ensure to the benefit of, and enforceable against the Affiliate and Super Partners and the Affiliate‘s and Super Partners‘ respective successors and assigns. Without limiting the preceding sentence, Super Partners may wish to transfer our rights or obligations under the Agreement to another company within our corporate group or any other legal entity, including if we restructure or there is a sale of our business. You agree that we may do so provided that in the case of such a transfer, after we notify You of the date on which such transfer takes place, your rights under the Agreement will be against the new legal entity.
- Super Partners‘ failure to enforce the Affiliate‘s strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Super Partners‘ right to subsequently enforce such provision or any other provision of this Agreement.
- Super Partners‘ rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Affiliate acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of Super Partners‘ rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Super Partners‘ respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
- Whenever possible, each provision of this Agreement shall 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
- This Agreement will stay in effect for so long as Super Partners makes this service available, unless this Agreement is terminated prior thereto in terms of this Agreement.
- Super Partners may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement or the Commission Schedule at any time and at Super Partners‘ sole discretion, by posting a new agreement on its site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules.
- Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately. The Affiliate‘s use of the Super Partners website and/or continued marketing of the Merchant‘s websites after such a change to the Super Partners website will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should this Agreement be replaced in its/their entirety.
- It is the Affiliate‘s duty to review this Agreement periodically to ensure familiarity with its most current version.
- No purported modifications, amendments, alterations, additions, deletions or interlineations of this agreement or the commission schedule by the Affiliate are permitted or will be recognised by Super Partners unless with the written consent of Super Partners. No other terms relating to any other Affiliate Program will apply other than these terms and conditions.
- The Parties agree that the Merchant and its Licensor shall be a third party to this Agreement in terms of the Contracts (Rights of Third Parties) Act 1999. The Affiliate acknowledges that it is aware that the Merchant and its Licensors are relying on the provisions of this Agreement and promises made by the Affiliate. Accordingly, the Merchant and its Licensors may enforce the provisions of this Agreement as if it were a party hereto.
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