Terms & Conditions
Last revise: 2017-10-01
THIS AGREEMENT is made between Ellmount Gaming Limited a company managing certain sites including, but not limited to, CasinoRoom.com (hereinafter the “SITES” or “we/us/our,” or “the Company”), and the undersigned Affiliate, (“Affiliate” or “you/your”), (collectively referred to as the “Parties”) on the date the online registration form is submitted to and approved by us. This Agreement governs the terms and conditions relating to Affiliate’s promotion of the websites: www.CasinoRoom.com and any other website subsequently included in the Affiliate Program (collectively referred to as the “Websites.”)
IMPORTANT! By becoming an Affiliate, you agree to be bound by this Agreement. In addition, you are subject to any policies, guidelines and rules applicable to such promotional activities, which may be posted by SITES from time to time. All such policies, guidelines and rules are hereby incorporated by reference into this Agreement.
IMPORTANT! Ellmount Gaming Limited is regulated by the Malta Gaming Authority and the Gambling Commission and is responsible for the conduct of all third parties it engages for the provision of any service in favour of the Company. Therefore, any affiliates signing this Agreement hereby confirm that they are aware of the rules, regulations and conditions which are applicable to gambling operators and must demonstrate that they take measures to ensure continuous compliance with the same rules, regulations and conditions as if they were themselves directly regulated.
IMPORTANT! By virtue of applicable regulation Ellmount Gaming Limited is responsible for the conduct of third parties it engages however if any lawsuit, action, proceedings, loss or damage results from the activities of the Affiliate for the Company, the Affiliate indemnifies and holds harmless Ellmount Gaming Limited against any such loss or damage, including legal and judicial fees.
The SITES reserve the right to revise, amend, or modify this Agreement and our other policies, guidelines, and rules at any time and in any manner. The Affiliate shall periodically check this web page for any modifications regarding this Agreement by re-visiting this web page and using the “refresh” button on the Affiliate’s browser. The Affiliate shall note the date of last revision to this page, which appears at the top of this page. If the “last modified” date remains unchanged, after the Affiliate has clicked the “refresh” button on his/her browser, the Affiliate may presume that no changes have been made since the last reading of this Agreement. A changed “last modified” date indicates that this Agreement has been updated or edited, and the updated or edited version supersedes any prior versions immediately upon posting. Please consult this Agreement regularly and read it carefully before engaging in any promotional activities on behalf of the SITES. You affirm that you have read and understand, agree and consent to the terms and conditions of this Agreement.
You must be at least 18 years of age or the legal age in your jurisdiction to agree to and enter into this Agreement.
IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT SIGN UP AND/OR PROMOTE THE WEBSITE(S).
You are solely responsible for obtaining access to the SITES and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the SITES (i.e., computers, modems, and software, including the most recent versions of Internet browsers, applications, and plug-ins) and for the promotional activities on behalf of the SITES.
You manifest your agreement to this Agreement by any act demonstrating your assent thereto, including clicking any button containing the words “I agree” or similar syntax or by merely accessing the SITES, whether you have read this Agreement or not. You may submit a paper copy of this transaction and print this form for your personal records.
Upon acceptance into the program, we will begin providing the Affiliate with the information necessary to participate in the Affiliate Program.
NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, the Parties hereby agree as follows:
1. Grant of License and affiliate’s content
SITES agree to provide access to, and membership in, the Affiliate Program (as defined below) and to provide Affiliate with the ability to market, advertise and promote certain services, content, images, recordings, video, audio, links, computer script, advertising banners, and other promotional materials (hereinafter, “Materials”) that are associated with the Affiliate Program from time to time, and hereby grants a non-exclusive, restricted, revocable license to use such Materials solely for the purpose of promoting the websites in accordance with this Agreement. The SITES reserve the unequivocal right to select, alter, delete, add to, or remove any and all Materials for use by the Affiliate. The Materials may not be used in violation of any term contained in this Agreement. Affiliate’s license to use the Materials shall automatically terminate, and all such rights shall automatically revert to the SITES upon termination of the Affiliate’s membership or withdrawal from the program by the Affiliate. Affiliate may not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell or offer for sale in any manner, the Materials at any time anywhere in the world, except as expressly authorized by the SITES in writing. Upon acceptance into the Affiliate Program, SITES will begin providing Affiliate with the information necessary to participate in the program. Logos, graphics or text may be created by the Affiliate, with SITES’ prior permission. The SITES reserve the right to require any text, online agreement, documents, notices, disclaimers, or age verification devices that may be necessary or desirable to protect the SITES’ or the Affiliate’s legal interests.
The right and license provided herein includes;
a) Advertising, marketing and promotion to and referring potential Players to the SITES; and
b) Referring other potential Affiliates to the Affiliate Program.
The Affiliate understands, agrees and acknowledges that the SITES may at any time enter into agreements with other Affiliates on the same or different terms as those provided to the Affiliate herein and that such other Affiliates may be a competitor to the Affiliate.
The Affiliate shall be solely responsible for all content available on or through the Affiliate Site (as defined below) created for participation in the Affiliate Program, which shall at all times be subject to the terms of this Agreement. Affiliate further warrants that the Affiliate Site and Materials provided by SITES services will not infringe or contain any content that infringes upon or violates any intellectual property rights, or otherwise violates any applicable law, rule or regulation. The Affiliate must conduct itself in a manner which is according to applicable law, rules, regulations or conditions. It must ensure that by virtue of its activities it does not prejudice the good standing of the Company and lead the Company into disrepute. It must therefore respect laws and regulations which are applicable to the Company as though the Affiliate was subject to these laws, rules, regulations or conditions directly. SITES shall have no obligations with respect to the content available on or through the Affiliate Site, including but not limited to, any duty to review or monitor any such content. Thus, the Affiliate is solely responsible for the content on the Affiliate Site.
The following definitions shall apply to this Agreement:
“Affiliate ID” means the several-digit code the Affiliate is assigned when signing up as a participant in the Affiliate Program.
“Affiliate Program” means the program which the SITES offer participants to join, where the Affiliate is given the right to market and promote the Websites and referring other potential Affiliates to the program entitled to refer new affiliates to join the Affiliate Program.
“Affiliate Site” means the website(s) of the Affiliate.
“Balance” means the amount due and payable to the Affiliate, if any, based solely on SITES’ system’s data.
“Banners and Text Links” means the graphical artwork or text that you use to hyperlink Players from the Affiliate Site to the Website(s).
“Bonus Offers” means special offers to Players that give them extra cash or giveaways upon entering and opening the Player Account or marketing a real money deposit with the website(s).
“Earnings” are the affiliate commissions calculated from the Net Revenue generated from the Affiliate Referred Players. The commission plans can be found here and are a sliding scale, unless pre-agreed with EllmountGaming. Net Revenue is generated from Gross Revenue – Network Fee – Bonuses paid out* – Actual transactions costs – Jackpot contribution (when applicable) – 15% Great Britain tax** and Chargebacks
*Paid Bonuses that are actually wagered through and ready to be paid out to the customer
**On players from the Great Britain we deduct 15% from Gross Revenue in taxes we are obligated to pay the Gambling Commission to sustain our GB licence
“Fraud Traffic” means deposits, Earnings or traffic generated at the Websites through illegal means, systematic exploitation of SITES systems or in bad faith to defraud SITES, regardless of whether or not it actually causes SITES harm, including, but not limited to deposits generated by stolen credit cards, collusion, manipulation of the Websites or system, bonuses, other promotional abuse, and unauthorized use of any third party Player Accounts, copyrights or trademarks, or otherwise give SITES reason to suspect that the Player is not genuine, as solely determined by SITES.
“Player(s)” means a person who has opened a Player Account at the Website(s) via a Tracker and/or Promo Code assigned to the Affiliate, excluding, without limitation, a person being a family member (regardless of closeness) of the Affiliate or within the household of the Affiliate.
“Player Account” is the uniquely assigned account that is created for Player when he/she opens account on the Website(s).
“Ellmountgaming.com” means the password-protected area of the Websites that is accessible to the Affiliate to check stats, register Sub-Affiliate/2nd Tier Affiliate, update profile, create additional Trackers, select Banners and other, from time to time, available functions.
“Promo Code” means a unique alphanumeric code that Players may enter when opening a Player Account for the purpose of recording that the Player has been referred to the Website(s) by the Affiliate.
“Rake Back” means a proportional rebate, refund, payment or credit paid to Player after having contributed to the Earnings, either directly by an offer or promotion to Player from Affiliate, or indirectly by an offer or promotion to Player from Affiliate’s partners, affiliates, associates, distribution channels or otherwise.
“Real Money Depositing Player(s)” means a Player that makes real money deposit to his/her Player Account (at any time after opening the Player Account).
“Real Money Enabled Player(s)” means somebody who has provided all information to become a Real Money Depositing Player.
“Spam” or “Unsolicited Promotions” means emails or any other messages that are circulated by the Affiliate, directly or indirectly, including messages that are posted on newsgroups, chat boards and other types of online forums and which: a) are directed to persons or entities which have not consented nor confirmed that they wish to receive promotional messages from the Affiliate; b) contain false or misleading statements; c) do not truthfully identify the source or the originating IP Address; or d) do not provide the recipient with an option to easily remove them from receiving future mailings or promotions.
“Sub-Affiliate/2nd Tier Affiliate” means a person or entity, which the Affiliate refers to the Affiliate Program, and for which the Affiliate will receive compensation based on the Balances due to them.
“Tracker(s)” means the Tracking URL or Promo Codes that SITES provide exclusively to the Affiliate, through which SITES track Earnings and calculate Balances.
“Tracking URL” means a unique hyperlink to the Website(s) through which the Affiliate refers potential Players to the Website(s) for the purpose of recording that the Players, Sub-Affiliate/2nd Tier Affiliate has been referred to the Website(s) by the Affiliate.
3. Enrollment Procedure
To begin the enrollment procedure, you must submit a completed Affiliate Application form through our Affiliate Website located at: www.affiliates.ellmountgaming.com. When you sign up, you must provide a valid email address. Failure to do so will result in your account being deleted. We preserve our right to evaluate your application in good faith and will notify you of our acceptance or rejection. We reserve the discretion to accept or reject applications for any reason including, but not limited to: 1) unlawful content appearing on your site; 2) defamatory, obscene, child pornographic, harassing, or otherwise objectionable content appearing you your site; 3) if your site promotes or facilitates illegal activity, or violates the rights of others such as copyright, trademark, other intellectual property infringement, right to privacy, right to publicity, or other similar rights; 4) if you encourage password theft or hacking; 5) if your site or content found thereon violates our Acceptable Use Policy (see Section 8.5; or, 6) if we deem your application or site to be unsuitable for any reason.
This Agreement and the provisions hereof, shall be in full force and effect commencing on the date accepted by us and continuing until terminated by either of the Parties in accordance with the termination provisions set forth herein.
Notwithstanding the foregoing and during a period of seven (7) days following the Affiliate’s receipt from SITES of the Trackers, SITES reserve the right to refuse the Affiliate application to join the Affiliate Program. In the event that SITES elect to refuse the Affiliate’s application subsequent to the Affiliate’s receipt of the Trackers, SITES shall notify the Affiliate of the same and SITES shall be entitled to render the Trackers inoperative.
5. Compensation and Benefits
5.1 Affiliates will be compensated in accordance with the schedule posted here, which may be altered from time to time without notice. Affiliate agrees to periodically review the Schedule for any changes, which are effective immediately upon posting. Compensation is subject to proper technical specification with the burden of error placed on the Affiliate. SITES are not responsible for any billing errors. Affiliate will be compensated with a commission or referral fee according to the terms of this Agreement. Affiliates must provide a Skrill account in order to be paid their affiliate commissions. Affiliate’s payouts will be debited for cancelled “referral” subscriptions. Affiliates will receive no commission for activity determined to be fraudulent by us, including but not limited to credit card numbers in a negative bin number data base, multiple subscriptions from a single email address, subscriptions with the same credit card number, sequential names or patterns of names, many subscriptions from a specific website in a short time span, and multiple attempts to subscribe from the same credit card. We will also deny commission for any links coming from any practices that violate the Acceptable Use Policy. An Affiliate found to be engaging in such actions will not receive any credit or payment and will forfeit any and all credit or payment earned. Affiliates agree that SITES, in its sole discretion, may deny or withhold payment and terminate the Affiliate Site due to suspicious behaviour, including but not limited to, numerous charge backs or subscription cancellations.
Net Revenue is generated from Gross Revenue – Network Fee – Bonuses paid out* – Actual transactions costs – Jackpot contribution (when applicable) – 15% Great Britain tax** and Chargebacks
5.2 CPA (Cost Per Acquisition) and Hybrid (CPA + Revenue share)
On a case by case basis the Affiliate Program may sign a CPA or Hybrid deal with the Affiliate, in order to reach a qualifying CPA the Player need to meet certain criteria’s that are agreed upon between the Affiliate Program and the Affiliate.
5.3 A new depositing Player that blocks himself because of responsible gaming reasons, within the same calendar month as they trigger a CPA, may be excluded from the CPA or Hybrid deal. In that case the Revenue share part of the Hybrid deal will remain and for CPA affiliates a flat 35% Revenue share deal will be applied.
5.4 A new depositing Player that triggers a CPA 6 months, or later, after signing up may be excluded from the CPA or Hybrid deal. In that case the Revenue share part of the Hybrid deal will remain and for CPA affiliates a flat 35% Revenue share deal will be applied.
6. License Restrictions
6.1 The Affiliate understands, agrees and acknowledges that the marketing opportunity marketed in this Agreement is for commercial use only, and the Affiliate may not sign up or make deposits to any Player Account, directly or indirectly, through the Affiliate’s Tracker(s) (or any Sub-Affiliate/2nd Tier Affiliate tracker) for the Affiliate’s own personal use, to fraudulently increase the Balances or to otherwise defraud SITES. In no event is the Affiliate to receive Balances on the Affiliate’s own Player Account. Violation of this Provision shall be considered as Fraud Traffic.
6.2 The Affiliate shall only use Trackers for its sole use and the Affiliate shall not assign, transfer or share the use of Trackers to others without SITES’ written consent.
6.3 Persons residing in the following jurisdictions or any other jurisdiction where participation would be in conflict with any applicable law, are not permitted to register an account with CasinoRoom.com: Afghanistan, Algeria, Albania, Angola, Australia, Cambodia, China, Denmark, Ecuador, France, Guyana, Hong Kong, Indonesia, Iraq, Iran, Israel, Italy, Malaysia, Kuwait, Laos, Myanmar, Namibia, Netherlands, Nicaragua, North Korea, Pakistan, Panama, Papua New Guinea, Philippines, Portugal, Qatar, Spain, Sudan, Syria, Taiwan, Tunisia, Uganda, the United States, Yemen and Zimbabwe. CasinoRoom.com reserves the right to take legal measures against You should You advertise CasinoRoom.com to any individuals within the abovementioned jurisdictions.
7. Sub-Affiliate/2nd Tier Affiliates
7.1 The Affiliate is entitled to refer other Affiliates to join the Affiliate Program.
7.1.1 For every Sub-Affiliate/2nd Tier Affiliate who enters into an Affiliate agreement with SITES, SITES will pay to Affiliate a percentage of the share of Earnings paid to Sub-Affiliate/2nd Tier Affiliates for any Players they refer, if the revenue model chosen is based upon revenue sharing. To receive credit for Sub-Affiliate/2nd Tier Affiliates, the Sub-Affiliate/2nd Tier Affiliates must register to the Affiliate Program through the Affiliate’s Tracking URL.
7.2 The Affiliate acknowledges and agrees that any person or entity registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate/2nd Tier Affiliate. Under no circumstances is the Affiliate allowed to (i) register itself as its own Sub-Affiliate/2nd Tier Affiliate; (ii) use fictitious or alias names for the registration of Sub-Affiliate/2nd Tier Affiliates; or (iii) offer any type of enticement of monetary value or otherwise to potential Sub-Affiliate/2nd Tier Affiliates, unless such enticements are approved in advance by SITES in writing.
8. Marketing, Advertising and Promotion
8.1.1 The Affiliate shall use its best efforts to actively and effectively advertise, market and promote the Websites as widely as possible in order to maximize the benefit to the Affiliate and to SITES.
8.1.2 The Affiliate will, at its own cost and expense, market to and refer potential Players to the SITES. The Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful under applicable laws and negotiations and in accordance with this Agreement.
8.1.3 The Affiliate represents and warrants that it will not place Banners or Text Links to SITES on any website, or use any media or medium, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials.
8.1.4 The Affiliate will not actively target its marketing to any persons who are less than 18 years of age or otherwise is under the legal age for gambling, regardless of the age of majority in the location the Affiliate is marketing.
8.1.5 Under no circumstances will the Affiliate send Spam that in anyway refers Players to the SITES. All marketing will be conducted in compliance with our Spam Policy.
8.1.6 The Affiliate represents that it has not knowingly or unknowingly benefited from any known, unknown, suspected or unsuspected Fraud Traffic. SITES reserve the right to withhold or back out amounts generated by Fraud Traffic from Balances, regardless of whether the Affiliate participated in or knew about the Fraud Traffic.
Affiliates must ensure that any promotions or marketing communications must be clear about any applicable conditions and qualifications.
No advertising or other marketing information, whether relating to specific offers or to gambling generally, appears on any primary web page/ screen, or micro site, that provides advice or information on responsible gambling.
8.1.7 If an Affiliate makes available to any customer or potential customer any incentive or reward scheme or other arrangement under which the customer may receive money, goods, services or any other advantage (including the discharge in whole or in part of any liability of his) (‘the benefit’) the scheme must be designed to operate, and be operated, in such a way that:
a. the circumstances in which, and conditions subject to which, the benefit is available are clearly set out and readily accessible to the customers to whom it is offered;
b. neither the receipt nor the value or amount of the benefit is:
i. dependent on the customer gambling for a pre-determined length of time or with a pre-determined frequency; or
ii. altered or increased if the qualifying activity or spend is reached within a shorter time than the whole period over which the benefit is offered.
c. if the value of the benefit increases with the amount the customer spends it does so at a rate no greater than that at which the amount spent increases; and further that:
d. if the benefit comprises free or subsidised travel or accommodation which facilitates the customer’s attendance at particular licensed premises the terms on which it is offered are not directly related to the level of the customer’s prospective gambling.
8.1.8 Affiliates should only offer incentive or reward schemes in which the benefit available is proportionate to the type and level of customers’ gambling.
8.1.9 All advertising of gambling products and services should be undertaken in a socially responsible manner.
8.1.10 Affiliates are required to offer players the opportunity to opt out of receiving email and text message (SMS) marketing.
8.1.11 The affiliate acknowledges that Ellmount Gaming is licensed by the Gambling Commission and any advertising for Our Site(s) which is either: (i) intended to come to the attention of persons in Great Britain; or (ii) likely to come to the attention of such persons, you will ensure that such advertising is socially responsible and complies with the Licence Conditions and Codes of Practice (LCCP), UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) and UK Code of Broadcasting Advertising (BCAP Code). If in our opinion, you are in breach of these obligations we shall have the right to terminate the Affiliate agreement. For more information please review this info kit
8.1.12 Affiliate represents and warrants that it will not place digital advertisements on websites which provide unauthorised access to copyrighted content. Placement of ads on websites that infringe copyright is a breach of the LCCP as per clause 8.1.11.
8.2 Marketing Materials
8.2.1 The Affiliate will only use Banners and Text Links and any other marketing materials that have been provided by SITES (collectively the “Marketing Materials”). SITES shall have the right to review and approve manners and methods of advertising, marketing and promotion used in connection with promotion of the Websites. SITES’ approval may be withheld if SITES determine, in their sole discretion, the activities of the Affiliate would tend to impair or reduce the value of SITES goodwill, business reputation, or would expose SITES to legal liability.
8.2.2 The Affiliate will not modify the Marketing Materials without SITES’ prior written consent. SITES will provide the Affiliate, without charge, the guidelines, graphical artwork and permitted text to use in the Marketing Materials. SITES may provide, at the Affiliate’s expense, CDs and other customized promotional materials and such costs will be deducted from the Balances. Under no circumstance is the Affiliate allowed to use the Marketing Materials in a manner that may potentially confuse a potential Player.
9. Player Information/Personal Data
By opening a Player Account at the Websites, Players will be subject to all of SITES’ stipulated regulations and policies that govern the Players activity at the Websites. SITES reserve the right to refuse access to Websites to any potential Player and to close the Player Account of any Player, at any time, in SITES’ sole discretion. All data relating to the Players will remain SITES sole and exclusive property at all times and the Affiliate acquires no right to such information, except as expressly stated herein.
10. Intellectual Property
10.1 The Affiliate acknowledges that SITES owns, retains and/or has exclusive rights to all copyrights and other proprietary rights, as well as any software supplied by SITES, in all of the foregoing. The Affiliate shall not assert any claim or interest in or to any trademark, trade name, copyright, patent, trade secret, domain name, Website mark or logo belonging or licensed to SITES, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright.
10.2 Without limiting the generality of the foregoing terms, the Affiliate shall not itself attempt, or assist any third party in attempting, to register any trademark, trade name, domain name, copyright, patent, or other proprietary right that is identical or confusingly similar to any such rights belonging to or licensed to SITES, with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of SITES. The Affiliate shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Affiliate’s name, or any name under which the Affiliate conducts business. The Affiliate shall not affix a trademark, logo or trade name of SITES to any non-SITES product. The Affiliate shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by SITES.
10.3 Further, the Affiliate is not permitted to
·use SITES name/s in any variation
·bid on misspellings of SITES name/s
·bid on competitor terms and send traffic to SITES
·to use SITES name/s within its search copy, titles and/or domain names
·entice players from counties in which gambling is prohibited to play on SITE
·include persons who are of less than 25 years of age in marketing communications
Consequently the Affiliate may not bid for SITES brand related keywords on search engines such as Yahoo Search Marketing, Miva, MSN, Google, or other paid for listings providers. This also applies to the unauthorized use of any other Intellectual Property Rights owned by SITES or any other company belonging to us.
For the avoidance of doubt the Affiliate is not allowed to use any SITES related keywords whatsoever without prior written consent by us. Any such unauthorized use will be considered a material breach of this Agreement.
The Affiliate agrees to transfer to SITES any intellectual property right or domain name violating this clause, and unconditionally and irrevocably authorises and empowers SITES to do all such acts as may be neccesary to transfer such intellectual property right or domain name to SITES.
11. Contact Information
The Affiliate shall provide SITES with necessary information and is responsible for the accuracy of the given information, including but not limited to, the Affiliate identity, contact information, payment instructions, nationality, residency, location and nature of the Affiliate marketing activities, and any other information that SITES may request from time to time. The Affiliate is responsible for any costs on SITES behalf due to Affiliate’s incorrect given information.
12. Billing and Collection Limitations
SITES may in their sole discretion, with or without notice, use any available means to block or restrict certain Players, sign ups, deposits or play patterns so as to reduce the number of fraudulent, unprofitable transactions or for any reason whatsoever, including but not limited to daily or monthly purchase limits, identity verification or negative and positive credit card databases. SITES do not guarantee or warrant the success of any such fraud prevention efforts.
13. Reports & Right of Inspection
13.1 SITES will track and report Players activity for purposes of tracking Earnings and calculating Balance. The form, content and frequency of the reports may vary from time to time in SITES’ sole discretion. Generally, the Affiliate will receive or have access to a report with payments of the Balance, indicating the number of new Players registered during the reporting period per Tracker.
13.2 Daily reports will be available online for the Affiliate to view clicks, sign-ups, deposits and commission. The Affiliate may also have the possibility to monitor the Balance and payments, as updated from time to time, currently every 24 hours, and other statistics in real time using an online monitoring system at www.affiliates.ellmountgaming.com.
13.3 Affiliates hereby agree to grant all necessary authorisations, permissions and rights of access into the systems and procedures of the Affiliate to ensure compliance with application laws, rules, regulations and directives. Affiliates shall provide such information to the licensee as they may reasonably require in order to enable the licensee to comply with their information reporting and other obligations to the regulatory bodies.
14.1 Tracking URL
The Affiliate understands and agree that potential Players must link through a Tracking URL or enter a Promo Code when they sign up for the Website(s) in order for the Affiliate (and Sub-Affiliate/2nd Tier Affiliates) to receive Balances in relation to such potential Players.
Calculation of the Balance is based on the payment plan/s set out in the Schedule and should several alternatives be available the Affiliate may choose between either (i.e. one) of them upon registration at the Affiliate Program. The calculation of the Balances is further depending on which partnership level the Affiliate is part of.
In addition to the above Balance for referred Players, the Affiliate will also receive, subject to the agreed upon payment plan and rate, commission on the Balances due and payable to your Sub-Affiliate/2nd Tier Affiliate(s) for Players they refer.
14.4 Negative Earnings
Negative earnings will not be carried over from calendar month to calendar month. If you have generated negative revenues for a particular month, they will be zeroed for the subsequent month. Excluded from the “no negative carry over” are individual players who won more than 10,000.00 USD in a single month and where the aggregate net revenue for that affiliate, within the same month, is negative $2000 or more. We may enforce negative carry-over on affected player/s where we place them in quarantine until they become positive. Progressive wins do not fall into this category as this payout is taken from a progressive funds pool.
15.1 Date of payments
Balances shall be paid between the first and the twentieth of each calendar month, except when the total amount due for all Trackers is less than USD100, the Balance will be carried over and added to the next Balance due until the Balance due is USD 100 or more. It is the Affiliate’s responsibility to provide EllmountGaming with the correct payment details. Failure to provide payment details by the 7th of every month will result in your balance being carried over until the next month. The above terms applies for affiliates that have chosen either Skrill as the payment method.
Affiliates that have chosen to be paid out via bankwire need to first reach a minimum amount of $100 in earnings and provide us with an invoice. If the amount is less than $100, it will be carried over until the $100 limit is reached. Processing of bankwires may vary but no later than 45 days after invoice received.
15.2 Method of Payment
Payment will be made into an Skrill, Neteller or via Bankwires or any other method as SITES in their sole discretion decide, however, SITES will try to accommodate the Affiliate’s preferred payment method. Any charges, if any, for payments will be covered by the Affiliate and deducted from the Balance.
If the Affiliate disagrees with reports or amount payable, the Affiliate shall NOT accept payment for such amount and immediately send SITES written notice of the Affiliate’s dispute. Dispute notices must be received by SITES within thirty (30) days of the end of each period for which payment is made, or the Affiliate’s right to dispute such report or payment will be deemed waived and the Affiliate shall have no claims in such regard. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment by the Affiliate will be deemed full and final settlement of the Balance due for the period indicated.
15.4 Fraud Traffic
In the event SITES suspect Fraud Traffic, SITES may delay payment of any Balance to the Affiliate for up to one hundred and eighty (180) days, while SITES will investigate and verify the relevant transactions. To such extent SITES determine, the activity to constitute Fraud Traffic, or to otherwise be in breach of this Agreement, then in their sole discretion SITES may recalculate and/or confiscate the disputed Balance accordingly. For the avoidance of doubt, SITES are not obligated to pay Affiliate for Players who, in SITES’ sole discretion, are not verifiable or otherwise highly likely to be involved with Fraud Traffic.
16.1 SITES shall retain the right to provide the Websites in any form SITES deem appropriate; and retain the right to change any part of the Websites, at any time and in any manner SITES deem appropriate, without prior notice to the Affiliate.
16.2 SITES shall retain the right to cancel any part of the Websites at any time and in any manner SITES deem appropriate.
16.3 The Affiliate is entitled to terminate this Agreement if posted modifications of this Agreement are unacceptable to the Affiliate, by giving SITES written notice of termination. The Affiliate’s continued participation in the Affiliate Program following posting or notice of modification of this Agreement will be deemed binding acceptance of the modifications.
17.1 The Affiliate may immediately terminate this Agreement, with or without any cause, upon written notice to SITES.
17.2 SITES may terminate this Agreement, with or without cause, upon thirty (30) days written notice to the Affiliate. All referred players will remain on the original commission plan they were referred under and will be paid for their lifetime.
17.3 In addition SITES may terminate this Agreement immediately, without notice if:
a. The Affiliate is in material breach of this Agreement and does not, within fifteen (15) days of notice, cure the breach, if capable of being cured;
b. SITES determine that the Affiliate has knowingly participated in, or knowingly benefited from, Fraud Traffic and the SITES may withhold and confiscate any and all Balances due to the Affiliate;
c. The Affiliate is in serious breach, or repeatedly has been in breach, of SITES Acceptable Use Policy;
d. The Affiliate has failed to take measures which assist the SITES remain compliant will all applicable laws, rules, regulations and conditions or has as a result of Affiliate’s activities led to a breach of conditions by the SITES.
e. The Affiliate is in breach of the Gambling Commission Licence Conditions and Codes of Practice (LCCP), UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) or UK Code of Broadcasting Advertising (BCAP Code)
18. Consequences of Termination
Upon the termination of this Agreement the following shall apply:
a. the Affiliate shall stop promoting the Websites and all rights and licenses given to the Affiliate under this Agreement will terminate immediately;
b. the Affiliate will return any and all materials, over which SITES have a proprietary right, which are in the possession of the Affiliate and/or in the possession of the Affiliate’s agents, servants and employees. The Affiliate shall also immediately remove any hyperlinks and materials, over which SITES have a proprietary right, from the Affiliate’s web site and/or the web sites of the Affiliate’s agents. The Affiliate shall further cease the use of any of SITES’ trade names, trademarks, Website marks, logos, banners and other designations;
c. SITES will continue to pay the affiliate for the lifetime of their players unless shut down for fraudulent reasons highlighted in the Terms & Conditions agreement;
d. Notwithstanding anything to the contrary contained herein, in the event SITES determine, in its reasonable discretion that, the Affiliate has materially violated the provisions of this Agreement, SITES may in its sole discretion stop, cancel and confiscate all the Affiliate’s Balances; and in such case, SITES do not waive any other legal rights SITES have against the Affiliate.
19.1 The Affiliate warrants, represents and covenants to SITES that Affiliate is over the age of 18 or the legal age in Affiliates jurisdiction, competent to enter into binding agreements, and is the proprietor of all necessary rights, licenses, permissions and business permits to market, advertise and promote the Website(s) in accordance with this Agreement, and that the Affiliate shall comply with all applicable laws, rules and regulations in connection with promoting the Website(s).
19.2 WE DO NOT WARRANT OR REPRESENT THAT OUR MATERIALS, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.
20.1 Notwithstanding the terms and conditions of this Agreement, SITES shall not be held responsible or liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind, including but not limited to, loss of income or loss of the ability to produce income, incurred by the Affiliate, even if such losses should arise from the inability of SITES to deliver the Websites stipulated in this Agreement for any reason whatsoever, whether SITES are in default or whether a third party is in default. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder by the Affiliate; if any.
20.2 In no event, is SITES liable for the Affiliate’s failure to use the right Trackers or for potential Players’ failure to properly enter a Promo Code. SITES may at any time change, in its sole discretion, its tracking system and reporting format.
Affiliate agrees to defend, indemnify, defend, and hold SITES and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach of Affiliate’s representations, warranties or covenants under this Agreement; (b) Affiliate’s use (or misuse) of the Materials; (c) all conduct and activities occurring under Affiliate’s user ID and password; (d) any item or service sold or advertised in connection with Affiliate Site or Affiliate’s information and data; (e) any defamatory, libelous or illegal material contained within Affiliate Site or Affiliate’s information and data; (f) any claim or contention that Affiliate Site or Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity; (g) third party access or use of Affiliate Site or Affiliate’s information and data; (h) any claim related to Affiliate Site; or (i) any violation of this Agreement. SITES reserve the right, at their own expense, to participate in the defense of any matter otherwise subject to indemnification from Affiliate, but shall have no obligation to do so. Affiliate shall not settle any such claim or liability without the prior written consent of SITES, which shall not be unreasonably withheld.
The Affiliate understands that SITES will take drastic measures to protect itself from any legal liability or civil or criminal litigation including, but not limited to, removing an Affiliate’s web page(s) or website(s) from its servers for any reason deemed appropriate by SITES. Affiliate also understands that SITES will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving Affiliate or Affiliate Site.
22. Assumption of Risks
Affiliate expressly agrees that Affiliate’s use of the services is at Affiliate’s sole and exclusive risk. The services are provided on an “as is, with all faults” and “as available” basis. SITES expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. SITES makes no warranty that the services will meet Affiliate’s requirements, or that the services will be uninterrupted, timely, secure, or error free; nor does SITES make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services or that defects in any software, hardware or the services will be corrected. Affiliate understands and agrees that any use Affiliate makes of any material and/or data downloaded or otherwise obtained through the use of the services is at Affiliate’s own discretion and risk, and that Affiliate will be solely responsible for any damage to Affiliate’s computer system or loss of data that results from the download of such material and/or data.
23. Relationship of the Parties
The relationship between SITES and Affiliate under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever.
24. Force Majeure
Neither party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software, including Y2K errors or omissions. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. Any and all waivers pertaining to this agreement must be in writing and signed by the Parties.
Whenever possible, each Provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
27.1 All notices pertaining to this Agreement will be given by e-mail as follows:
a) To the Affiliate at the e-mail address provided on the Affiliate Sign up Form (or as subsequently updated by the Affiliate to SITES in the event of change); and
b) To SITES at the contact e-mail address stated on www.affiliates.ellmountgaming.com or any other e-mail address that SITES has notified the Affiliate of that it wishes to use as contact e-mail.
27.2 The Parties may change the address to which notice must be given, by providing a ‘Change of Email Notice’ form to the other party’s address of record.
28.1 In connection with this Agreement the Affiliate may receive confidential information from SITES regarding SITES’ marketing plans, marketing concepts, structure, payments and other information of a confidential nature (“Confidential Information”). Confidential Information is to be treated as strictly confidential and it constitutes SITES’ proprietary trade secrets. The Affiliate agrees not to disclose Confidential Information, directly or indirectly, to any third party.
28.2 The Affiliate obligation to keep the received confidential information secret shall survive the termination of this Agreement and shall continue in force until the confidential information has been generally disclosed to the public by SITES, or after the expiration of ten (10) years, whichever comes first.
The Affiliate is not entitled to assign any of its rights and obligations under this Agreement. SITES may wholly or partly assign or transfer their rights and obligations under this Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is the final expression of their Agreement, except as modified by SITES in accordance with this Agreement. Any amendment required by the Affiliate must be in writing and duly signed by both parties in order to be valid.
31. Attorney’s Fees
In the event any Party shall commence any claims, suits, or formal legal action to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney’s fees and costs incurred in connection therewith, including attorney’s fees incurred on appeal.
Other than those set forth herein, the SITES make no other warranties or representations including warranties of merchantability or fitness for a particular purpose.
33. Governing Law and Disputes
30.1 This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Sweden, excepting its conflicts of law principles.
30.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator. The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The parties stipulate that any Award issued by the Arbitrator shall be confidential, afforded full faith and credit in their local jurisdiction, and further stipulate to the domestication of such Award, and enforcement of the award in their local jurisdiction.