Términos y condiciones
It is important that you carefully read our Terms & Conditions and that you agree to them before we commence our Affiliate Partnership.
This Agreement shall enter into effect on the date the online Affiliate Registration Form is submitted and approved by Clobet Limited Affiliate Program.
1.1 Clobet Limited Affiliate Program is run and operated via the website www.lottofy.com by Clobet Limited company incorporated and registered under the laws of Malta, with company number C90546 and registered office at St. John Street, 89, Valletta, Malta.
1.2 The Affiliate maintains and operates one or more websites on the Internet (hereinafter collectively referred to as “the Affiliate Website”), and/or refers potential customers through other channels.
1.3 This Agreement shall govern our relationship with you as an Affiliate of Clobet Limited Affiliate Program in relation to the promotion of Our Brand/s (as defined below) whereby you will be paid a commission as defined herein depending on the traffic generated to Our Brand/s, subject to the terms and conditions of this Agreement.
1.4 Clobet Limited reserves the right to amend, alter, delete or add any of the provisions of this Agreement, at any time and at its sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our website www.lottofy.com/Affiliates. Any such modification will take effect within five (5) calendar days after the date of posting any updated version of the Agreement or sending any notification by email (whichever is the earlier).
2. Definitions and interpretation
In this Agreement, references to the following words shall have the meanings set out below:
2.1. "Account": Means a uniquely assigned account that is created by a Player when he/she (a) successfully registers for the Services via a Tracker and (b) makes an initial deposit.
2.2. “Affiliate”: Means any reference made to you.
2.3. "Affiliate Fee": Is the amount due and payable to you, as calculated based solely on Affiliate Program system's data and in accordance with the fees and payments terms set forth in the Website (as may be changed from time to time by us in our sole discretion) and subject to the terms of this Agreement or as otherwise pre-agreed in writing between you and Clobet Limited Affiliate Program.
2.4. "Affiliate Section": Means the password-protected area of the Website that is accessible to you (by logging in once your request for inclusion in the Affiliate Program has been approved by Clobet Limited and using your associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, update your profile, create additional Trackers, select banners and/or text links.
2.5. “Clients”: Shall mean any third party who licenses to the Affiliate Program the use of any trade name, mark, brand, logo, design including any other Intellectual Property Right, for the purpose of promoting their brand to potential Players through the Clobet Limited Affiliate Program.
2.6. "Fraud Traffic": Means deposits, revenues or traffic generated on the Services through illegal means or any other action committed to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes our intellectual property rights) and any activity which constitutes Fraud Traffic under Section 8 below or as established throughout the Agreement.
2.7. "Marketing Materials": Means banners and text links (which includes Trackers that are made available by us on the Affiliate Section, that you may use to connect Players to our Services from your Affiliate Website and any other marketing materials (which may include Our Brand/s) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.8. "Our Brand/s": Means the list of brands owned by us and/or our Clients as amended time by time at our sole discretion, and any logo, mark, domain name or trade name which contains, is confusingly similar to Our Brands and any other logo, mark, domain name or trade name owned from time to time by us and/or our Clients, including any additional domain names and logos related to the Website and/or the Affiliate Program.
2.9. "Player/s": Means any person who has opened an Account through your Tracker who has not held an Account with Our Brand/s before.
2.10. “Regulatory Advertising Guidelines”: Means any law, regulation and/or guideline, as updated time by time, which applies to the advertising, marketing and operation of Our Brand/s licence/s as issued by the gambling authorities. Including but not limited to the Malta Gaming Authority, notwithstanding that new official gaming licences may be obtained in the future and become applicable.
2.11. "Services": Means any product or service provided to Players through Our Brand/s.
2.12. "Spam": Means any email or other electronic communication which you, directly or indirectly, send which markets, promotes or which otherwise refers to us, Our Brands, the Website, and/or our Services from time to time, or which contains any Marketing Materials, Our Brands or Trackers and which breaches our Electronic Marketing Rules set forth in Section 9 below or otherwise breach the terms and conditions of this Agreement or any other applicable laws, rules, regulations and guidelines which apply to you and/or to us.
2.13. "Tracker/s": Means the unique Tracking URL Codes that we exclusively provide you with, through which we track Players' and potential Players' activities and calculate your Affiliate Fee.
2.14. "Tracking URL": Means a unique hyperlink or other linking tool for referencing our Website, Our Services and/or Our Brand/s through which you refer potential Players. When the relevant Player opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.
2.15. "Website/s": Means, the website located at the URL www. clobetaffiliates.com and any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such Website) and each of its related pages.
3. Registration form and acceptance of an affiliate
3.1. You shall provide true and complete information to us when completing the Affiliate Registration Form of www.clobetaffiliates.com and shall promptly update and/or inform us by email of any information that may change time by time. You shall also promptly provide us with such other information or due diligence documents as we may reasonably request from time to time, following our initial request.
3.2. The Clobet Limited Affiliate Program shall evaluate the Affiliate Registration Form hereby submitted and shall inform you in writing by email (provided when completing the form) within 30 calendar days from submission whether the Affiliate Registration Form is accepted or not.
3.3. The Affiliate Program reserves the right to refuse any registration in its sole and absolute discretion.
4. Qualifying conditions
4.1. As an Affiliate you hereby warrant that:
4.1.1. You are of legal age in the applicable jurisdiction, competent and duly authorised to agree and enter into this Agreement.
4.1.2. You are the proprietor of all rights, licenses and permits of the Affiliate Website to market, promote and advertise the Website, our Services and/or Our Brand/s in accordance with the provision of this Agreement.
4.1.3. You shall comply with all applicable rules, laws and regulations in connection with the promotion of the Website, our Services and/or Our Brand/s.
4.1.4. You fully understand and accept the terms and conditions of the Agreement.
5. Obligations of the affiliate program
5.1. The Clobet Limited Affiliate Program shall provide the Affiliate with all information, links, Trackers and Marketing Material required by the Affiliate for the implementation of the Agreement.
5.2. The Clobet Limited Affiliate Program shall administrate the traffic generated via the Trackers, the Marketing Material, record the net revenues and the total amount of commission earned via the Trackers, the Affiliate Fee, and provide the Affiliate with the monthly reports, statistics, and handle all customer services related to the business.
5.3. The Clobet Limited Affiliate Program shall pay the Affiliate the amount due depending on the traffic generated, this is the Affiliate Fee, subject to the terms and conditions of this Agreement.
6. Obligations of the affiliate
6.1. Approved Marketing Materials. In providing the marketing activities referred to in Section 1, you shall only use the Marketing Materials as provided by the Clobet Limited Affiliate Program. You shall not modify the Marketing Materials or Our Brand/s in any way without our prior written consent and pursuant to the terms of such consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Website or otherwise from time to time and any applicable laws. Any customized promotional materials provided to you will be at your cost and deducted from any Affiliate Fees which may be due to you. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable, limited right to use the Marketing Materials and Our Brands for the sole purpose of fulfilling your obligations under this Agreement.
6.2. Competitive Marketing. You shall not be entitled to market to potential Players (i) on any Internet site on which we promote the Website, Our Brands and/or Services; (ii) on any Internet search engine on which we promote the Website, Our Brand/s and/or Services; and (iii) in any other manner which results in you competing with us in relation to the promotion of the Website, Our Brand/s and/or Services.
6.3. Non-Assignment. Trackers are for your sole an exclusive use and are not assignable to others without our prior written consent.
6.4. Commercial Use Only. This marketing opportunity is for commercial use only. You shall not, directly or indirectly, register as a Player or make deposits to any Account through your Tracker/s for your own personal use and/or the use of your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fee payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
6.5. Player Information. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, in our sole discretion. All data relating to the Players and any other players, including potential players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our prior express written instructions.
6.6. Trademarks and Domain Names. You acknowledge that Clobet Limited and/or its Clients, own all Intellectual Property Rights comprised in all of the Marketing Materials, the Website, and/or Our Brand/s. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Brand/s or the look and feel of the Website, and/or Our Brand/s (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and may constitute a breach of the present Agreement. You agree that all use by you of Our Brand/s and Website inures to our sole benefit and that you will not obtain any rights in Our Brand/s and Website a result of such use. You shall not register or attempt to register any trademarks or domain names that contain, are confusingly similar to or are comprised of Our Brand/s and/or Website, and you hereby agree to transfer any such registration obtained by you to us and/or our Clients immediately upon demand, for no consideration whatsoever. You further agree not to attack or otherwise challenge the ownership of and title to Our Brand/s including any Intellectual Property Rights in any way as further detailed in Section 14.5.
7. Warranties of the affiliate
7.1. The Affiliate hereby agrees, warrants, and undertakes:
7.1.1. To use its best efforts to actively and effectively advertise, market and promote Our Brand/s, the Website, and the Services as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Affiliate Program as may be forwarded from time to time and/or accessible online.
7.1.2. To market and refer potential Players to Our Brand/s, the Website, and the Services at its own cost and expense, and to be solely responsible and liable for the development, operation, and maintenance of its Affiliate Website as well as for all materials appearing on its Affiliate Website.
7.1.3. To be solely responsible and liable for the distribution, content and manners of its marketing activities including, without limitation, any content, images and information included in such marketing activities and any other actions that it may take, directly or indirectly, in connection with this Agreement, which must be professional, proper and lawful under applicable laws and in accordance with this Agreement.
7.1.4. To develop and/or implement marketing and/or public relations strategies which adhere to the Regulatory Advertising Guidelines and rules set out in the advertising codes and marketing guidelines issued by authorities in jurisdiction/s where we are licensed and/or the Services are provided, including without limitation, any laws, regulations, guidelines relating to the content and nature of any advertising or marketing, consumer protection and privacy matters.
7.1.5. To not perform any act which is libellous, discriminatory, obscene, unlawful, or otherwise unsuitable or which contains sexually explicit, pornographic, obscene, or graphically violent materials, which is, in our sole discretion otherwise unsuitable.
7.1.6. To not actively target any person who is under the legal age for gambling, this is to any person who is less than 18 years old (or such higher age as may apply for gambling in the jurisdiction that you are targeting), even if the age of majority in the location you are marketing is younger than 18 years old.
7.1.7. To not actively target any jurisdiction where gambling and the promotion thereof are illegal.
7.1.8. To not portray, condone or encourage gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm, or conduct any type of marketing that promotes irresponsible gambling behaviour such as to persons having economic constraints, limitations on the capacity to understand information, mental health issues, or showing indicators of problem gambling.
7.1.9. To not develop and/or implement marketing and/or public relations strategies which are misleading, pressure the player, trivialize gambling, portray gambling as indispensable or as a solution to problems, or encourages anti-social behaviour.
7.1.10. To not in any way alter, change, intercept, modify, redirect, interfere the use of the Marketing Materials, the Tracker or remove or alter the location of any Tracker, the operation or accessibility of the Website, Our Brands or any page thereof, as provided by the Affiliate Program via its affiliate software, without the prior written authorisation from the Affiliate Program.
7.1.11. To not place Marketing Materials and/or Our Brands on any website or other channel, where the content and/or material on such website or channel: (a) infringes any third party's rights, including intellectual property rights; (b) copies or resembles Our Brand/s or any component thereof, in whole or in part; (c) disparages us or otherwise damages our goodwill or reputation in any way; or (d) frames any page of the Website and/or Our Brand/s in whole or in part.
7.1.12. To not register as a Player on behalf of any third party or authorize or assist (save by promoting the Website, Our Brand/s and Services in accordance with this Agreement) any other person to register as a Player.
7.1.13. To not take any action that could reasonably cause any potential Player and/or end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the Website, the Services and/or Our Brand/s on which any functions or transactions are occurring.
7.1.14. To not post, serve or publish any advertisements, communications or promotional content promoting the Website, our Services or Our Brand/s, from or within the Website, Our Brand/s and/or any part of the Website pages thereof (for example and without limitation through any "framing" techniques, pop-up windows or pop-under windows) to target potential Players from the Website and/or Our Brand/s itself.
7.1.15. To not cause the Website and/or Our Brand/s (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on banners or text links contained as part of any Marketing Materials.
7.1.16. To not attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website or other channel that participates in our Affiliate Program or with which we are otherwise engaged.
7.1.17. To not use any means to promote websites which resemble in any way the look and/or feel of the Website, and/or Our Brand/s whether in whole or in part, nor utilize any such means or website and/or channel to create the impression that such website is the Website and/or Our Brand/s (or any part of the thereof).
7.1.19. To not attempt to communicate to Players whether directly or indirectly to solicit them to move to any website not owned by us or for other purposes without our prior approval.
7.1.20. To not include in any promotion, marketing material or any other content provided to the potential player, which is related to the promotion of any lottery product or casino games and scratch cards, any images that include reference to alcohol or persons under the age of 18, cash (e.g., coins, gold, bank related imagery) or that imply success in a sexual or luxurious manner.
7.1.21. To not, at any time, directly or indirectly, independently or through others, authorize, allow, assist, or encourage any third party to breach any of the provisions included in this Section 7.
7.2. If we determine, in our sole discretion, that you as an Affiliate have engaged in any of the aforementioned activities or in any manner fails to comply with this Section 7 and of any terms of this Agreement or any laws, rules, regulations or guidelines which apply to you and/or to us, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately by providing a written notice.
8. Affiliate collusion and fraud traffic
8.1. The term Fraud Traffic in reference to affiliate collusion is an attempt by an Affiliate or group of affiliates to create fraudulent income with a coordinated effort, hereinafter referred to as “Collusion”.
8.2. For this purpose, Collusion shall include, but shall not be limited to:
8.2.1. Coordinate bonus and/or promotion abuse in the attempt to collect affiliate incomes and/or increase the Affiliate Fee.
8.2.2. Coordinate bets and/or stakes where such bets and/or stakes are made as an offset to collect and/or increase the Affiliate Fee.
8.2.3. Offer affiliates, players and/or third parties’ financial incentives for the purposes of increasing the Affiliate Fee.
8.2.4. Duplicate affiliates, players and/or third parties’ accounts for the purpose of Collusion and/or increasing the Affiliate Fee.
8.2.5. Any other act which, at the own discretion has been determined through detailed analysis, as being used to collect fraudulent commissions, and/or increase the Affiliate Fee.
8.3. Bonus Code Abuse is strictly monitored and any affiliate using an unauthorised bonus code or promotional landing page that was not provided to them expressly to use either directly in person or via the public affiliate creative library will be dismissed from the Clobet Limited Affiliate Program with immediate effect and all commissions from traffic sent using this bonus code or promotional landing page will be withheld from the Affiliate Fee.
8.4. We reserve the right as its own discretion, to terminate the Agreement with immediate effect by serving a notification to the Affiliate for any event of Fraud Traffic, Collusion and/or Bonus Code Abuse.
9. Electronic marketing rules
9.1. If you plan to promote the Website and/or Our Brand/s through email marketing, then without derogating from any other obligations under this Agreement, your email practices must comply with the following:
9.1.1. You have clear, informed, unambiguous and specific consent from the proposed recipient(s) before you send any such communications. The consent must have been given to you freely by way of an opt-in consent mechanism. Any tick box must not be pre-populated.
9.1.2. The communication makes it clear that it is marketing Our Brand/s and/or Services.
9.1.3 If such communication includes any promotional offers (for example, the payment of free bets to prospective players, bonuses and/or any type of promotional discount) or any promotional competitions or games, then the promotion, competition or game shall be clearly identified as such and any conditions which the prospective Player must meet in order to qualify for the promotion, competition or game must be set out clearly and unambiguously in the communication.
9.1.4. Any such communications are not to be sent to persons under the legal age for gambling, this is to any person who is less than 18 years old (or such higher age as may apply for gambling in the jurisdiction of the proposed recipient/s of any such communication).
9.1.5. You shall not use any viral marketing techniques as part of your electronic marketing activities.
9.1.6. Any such communications shall only promote Our Brand/s, and/or our Services (and not any third parties, third party services and/or third-party websites) and shall not include any content other than our Marketing Materials, as approved by us time by time.
9.1.7. You include a true name in the communication (e.g., the "From" line of any email) and not a sales pitch or marketing message. Any such communication must clearly identify you as the sender of the communication and you shall not falsify or otherwise attempt to hide your identity.
9.1.8. You do not mislead the recipient/s about the content and purpose of the communication.
9.1.9. You provide an adequate, functioning, and conspicuous "opt-out" or "unsubscribe" option in every communication that is not more complicated for the player to action that the opt-in process.
9.1.10. The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least the following year after sending the communication and you will also include a physical business address in any such communication.
9.1.11. You shall honour expeditiously any opt out/unsubscribe request made by any communication recipient and you will not send any further marketing communications to any person who indicates (by whatever means) that they do not wish to receive any further marketing communications.
9.1.13. You will not send any such communications to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications.
9.1.14. You must include the following notice, or similar wording in any email message or text or mobile communication: Please note that you have received this email from an affiliate marketer of Clobet Limited Affiliates. If you feel that you have received this email in error, been misled by this affiliate or your previous opt-out request was not honoured by this affiliate, please immediately report this affiliate by forwarding this entire email message to Clobet Limited Affiliates by email to [email protected] joined by the title: Affiliate Spam.
9.1.15. Further, you are responsible for ensuring that your communications practices comply with all applicable laws, regulations, rules, directives and codes of practice, including, without limitation: (i) EU General Data Protection Regulation 2016/679 which regulates the processing by an individual, a company or an organization of personal data relating to individuals in the EU, and 2002/58 on Privacy and Electronic Communications and any applicable local enactments thereof in relation to electronic marketing in the European Union; and GDPR (ii) Maltese Gaming Act Chapter 583 of 2018, and (iii) any Regulatory Advertising Guideline, as updated time by time.
10. Reports and payments
10.1. Payments. Subject to the terms of this Agreement and your full compliance with your obligations hereunder, the Affiliate Program agrees to pay the Affiliate a commission, the Affiliate Fee calculated on the net revenue generated from the Players referred by the Affiliate Website and/or other channels. The Players are those new customers of the Affiliate Program who do not yet have a player account with Our Brand/s and who access the Affiliate Website via the link to the Services and/or Our Brand/s and who properly register and make real money transfers at least equivalent to the minimum deposit into their Account.
10.2. Player Tracking and Active Players. You understand and agree that potential Players must link and make deposits using your Tracker in order for you to receive the Affiliate Fees. In no event are we liable for your failure to use the provided Trackers. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format as we deem fit.
10.3. Affiliate Fee. Unless otherwise agreed on a case-by-case basis with the Clobet Limited Affiliate Program, the Affiliate Fee shall be a percentage of the net revenue in accordance with the rates agreed by both parties during the registration process for the Affiliate Program, prior to final and exclusive acceptance by Clobet Limited and the entry into force of this Agreement. In addition to the above, the following clarifications should be taken into account with regard to the Affiliates Fee.
10.3.1. For the purposes of determining the Affiliate Fee, the Cookie that will determine the unique tracking code for that Player, thereby ultimately determining that Player belongs to a particular Affiliate, will remain stored on the Player's device for a maximum period of thirty (30) calendar days from the first visit to Our Brand/s website.
10.3.2 For the purpose of determining the Affiliate Fee, a Player shall be deemed to belong to a particular Affiliate if makes a real money deposit and produces a corresponding net revenue within up to thirty (30) calendar days of registration.
10.3.3 The calculation of the Net Revenue breakdown for each type of game offered by Clobet Limited is carried out as follows:
•For Casino games, Net Revenue is calculated as: Price of real money plays - Player's winnings from those plays - A fixed percentage of 14% of the price of the plays, which is the cost that the game provider (third party) applies to the plays for supplying the game.
•For Lottery games, Net Revenue is calculated as: The price of real money plays - The player's winnings from those plays - The cost of acquiring a draw ticket in the source lottery or securing a draw jackpot - A fixed percentage of 4% of the price of plays, which is equivalent to the banking costs that Clobet Limited incurs.
10.4. Affiliate Fee Calculation and Time of Payment. The Affiliate Fee is calculated at the end of each month and payments shall be performed within 30 calendar days from receipt of the Affiliate invoice, which may be automatically generated from the Affiliate's dashboard, provided that the amount due exceeds one hundred euros (€100) (the 'Minimum Threshold'). If the balance due is less than the Minimum Threshold, it shall be carried over and added to the following month and shall be payable when it collectively exceeds the Minimum Threshold.
10.5. Daily/Monthly Reports. The Affiliate Program shall provide the possibility to generate daily/monthly reports online to enable you to view the relevant activity of the Players you refer, by Tracker and the amount owed to you at any given time.
10.6. Invoice. The Affiliation Program shall generate the monthly report of the Affiliate's activity, once the reference month has ended, detailing the calculation of the Affiliate Fee and the total amount owed for the previous calendar month. Once the Affiliate has access to this report, the Affiliate may automatically generate the Invoice on this report or may send an invoice to the Affiliate Program by email to [email protected] in order to obtain the Affiliate Fee. The Clobet Limited Affiliate Program shall pay the Affiliate fee within thirty (30) calendar days of receipt of the Affiliate's invoices sent by email or automatically generated by the system and submitted on the Affiliate platform. All invoices sent to the Affiliate Program must be based on and in accordance with the Monthly Report generated by the Affiliate Program. All invoices submitted that do not include the Affiliate's Fee as detailed in the monthly report shall be disregarded and not paid.
10.7. Currency. All payments will be due and payable in EURO (€) or such other currency as we will determine, from time to time. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your bank account.
10.8. Payment Claims. If the Affiliate disagrees with the amount payable and/or the Affiliate Fee as detailed in the monthly report, it shall within a period of thirty (30) calendar days of the generation of the monthly report in the Affiliate dashboard, send an email to the Affiliate Program on [email protected] and indicate the reasons of such disagreement and/or dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment and acceptance of the Affiliate Fee for the period indicated, and your right to dispute such monthly report or payment will be deemed waived and you shall have no claims in such regard.
10.9. Adjustment to the Affiliate Fee. Notwithstanding the above, if an error is made when calculating the Affiliate Fee, the Affiliate Program reserves the right to correct such calculation at any time and will immediately notify the underpayment or reclaim overpayment made to the Affiliate. In the event of any underpayment, the Affiliate Program shall adjust the following monthly report and pay out the underpayment within the next due Affiliate Fee. If any overpayment is made in the calculation of your Affiliate Fee, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made to you. You agree to reimburse any overpayment made to you, within fifteen (15) calendar days of receipt of our overpayment notice.
10.10. Negative Net Revenue. When Net Revenue for any particular month is negative, thus resulting in a negative commission and/or fee amount due to the Affiliate, no Affiliate Fee shall be payable to the Affiliate in respect of that month although the negative balance shall not be carried forward to the following month. On the first day of the following month, after this negative balance has occurred, the Affiliate's account will return to an initial balance of zero Euros.
10.11. Fraud Traffic Investigation. The Affiliate Program, in its sole discretion, may delay payment of any Affiliate Fee for up to ninety (90) calendar days, in the event it suspects of any Fraud Traffic and/or while it investigates and verifies that the relevant transactions comply with the provisions of the terms and conditions of the present Agreement. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Fees in full or in part, (ii) recalculate the Affiliate Fee in light of such suspected Fraud Traffic, Collusion and/or Bonus Code Abuse and/or (iii) forfeit your future Affiliate Fees in respect of Fraud Traffic (as appropriate).
10.12. Undue Payments. No payment shall be due in respect of Players who, in our sole discretion, are note verifiably who they claim to be or are otherwise involved with Fraud Traffic or when the traffic generated is illegal or contravenes any provision of this Agreement. Whereas, the Affiliate agrees to return all Affiliate Fee received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent permitted by law.
10.13. Taxes. The Affiliate shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the Affiliate as a result of the revenue generated under this Agreement. The Affiliate Program shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies the Affiliate Program in that regard.
10.14. Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to money laundering and/or the proceeds of crime.
11. Term and Termination
11.1. Term and Termination. This Agreement shall become effective upon your acceptance of these terms and conditions by clicking "Submit" on the Affiliate Registration Form at www.clobetaffiliates.com and upon approval of your Affiliate application by Clobet Limited and shall continue in effect until terminated in accordance with the terms of this Agreement.
11.2. Termination by You. You may terminate this Agreement, with or without cause, upon delivery of thirty (7) calendar days written notice to us by email to [email protected].
11.3. Termination by Us. We may terminate this Agreement, for any reason whatsoever, upon seven (7) calendar days written notice to you by email. Further, we may terminate this Agreement immediately, without notice, if you breach a material provision of this Agreement and do not cure it within five (5) calendar days of notice to cure.
11.4. Automatic Termination without notice. We shall have the right to terminate this Agreement without notice where: (a) any material breach by you of the terms and conditions of this Agreement; including but not limited to any breach of the provisions of Sections 4, 5, 6, 7, 8, 9, and 14 or (b) any other circumstances which may jeopardize or otherwise adversely affect, in our sole discretion, any license granted to Our Brand/s, the Affiliate Program, or any of our affiliated companies.
11.5. Effect of Termination. The following will apply upon termination of this Agreement:
a)You shall stop promoting and you must remove all references to the Website, Our Services, Our Brands, and communications, irrespective of whether the communication are commercial or otherwise.
b)All rights and licenses granted to you under this Agreement will immediately terminated and the Affiliate shall cease the use of any and all trademarks, services marks, logos and other designations vested in the Affiliate Program and the Our Brand/s and the Marketing Materials.
c) The Affiliate must return to the Affiliate Program any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and
d)We may at our sole discretion, leave open, redirect or deactivate any Trackers without any obligation to pay you for new Players who become Players following the termination of the Agreement; and
e)The Affiliate will only be entitled to such Affiliate Fee that is earned but unpaid as of the effective termination date of this Agreement. In addition, in case of termination, we reserve the right to withhold your final Affiliate Fee payment for a reasonable time but not longer than ninety (90) calendar days to ensure that the correct amount is paid. The Affiliate will not be eligible to earn of receive any Affiliate Fee after the effective termination date.
f)If this Agreement is terminated by us due to the Affiliate's breach of any terms and conditions of this Agreement, we shall be entitled to withhold the Affiliate's earned but unpaid Affiliates Fees as of the termination date as collateral for any claim arising from such breach.
g)The Affiliate will release the Affiliate Program from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligation that by their nature are designed to survive the termination.
h)The termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement.
12. Liabilities and indemnifications
12.1. No Warranties. We make no warranties or representations (whether express or implied by law, statute or otherwise) with respect to the affiliate program, the website, our brand/s, our services, the marketing materials and/or any content, products or services available therein or related thereto or that our website or our brand/s, system, network, software or hardware (or that provided to us by third parties) will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose or suitability of all or any of the foregoing. Except as expressly stated otherwise in this agreement, all warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law. Furthermore, neither we (nor our providers, affiliates or underlying vendors) are required to maintain redundant system/s, network, software or hardware.
12.2. Billing and Collection Limitations. We may, in our sole discretion, use any available means to block or restrict certain Players, deposits and/or play patterns and/or reject the applications of potential Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
12.3. Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Website, the Services, Our Brand/s or any of their affiliates. Other than as expressly provided in this Agreement, in no event will the Affiliate Program be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and our aggregate liability under this Agreement shall not exceed the revenues generated and payable hereunder over the previous six months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
12.4. Indemnification. You shall defend, indemnify and hold us and our affiliates and our affiliates' officers, directors, shareholders, employees, attorneys and representatives free and harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising in connection with your breach of this Agreement.
12.5. Without derogating from the generality of the foregoing, you hereby acknowledge that Our Brand/s are licensed by an official regulatory gambling commission in Malta and therefore are subject to the Regulatory Advertising Guidelines and other legal requirements that govern the manner in which we operate, market and advertise, the Website, the Services and Our Brand/s. Including but not limited to, the Maltese Gaming Authority and subject to the Maltese Gaming Act Chapter 583 of 2018. You hereby accept to fully comply with all the Regulatory Advertising Guidelines and other legal requirements as enforced by the relevant regulatory gambling commissions and governmental authorities that apply to the operation, marketing and advertising of the Website, the Services and Our Brand/s. Therefore, you undertake to fully comply with these obligations referred to above, including when you are marketing, the Website, Our Services and Our Brand/s. This shall include, but not be limited to, the following: (i) any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g., on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not market our Website, Our Services and/or Our Brand/s in a manner which is in violation of applicable laws, regulations, conditions and codes of conduct. If you are in doubt regarding the compliance of a particular marketing method or material, you must seek our prior written approval by sending an email to [email protected].
12.6. Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability due to us by the Affiliate, including any claims we have against you resulting from or arising from, your breach of any terms and conditions of this Agreement.
13. Independent investigation
13.1. You warrant that you have independently evaluated the desirability of marketing the website, our brand/s and/or services.
13.2. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates a legal, valid and binding contracts and obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you to us in connection with this Agreement is true and accurate; (iii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, perform your obligations under this Agreement or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
14.1. Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Registration Form (or as subsequently updated by you to us in the event of change), and to us at [email protected]. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.
14.2. Relationship of the parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us or any of our affiliates under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
14.3. Non-exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Website and/or Our Brand/s, to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
14.4. Confidentiality. As an Affiliate, you may receive confidential information from us, and/or Our Brand/s, including but not limited to business, financial, list of customers and buyers, as well as prices and sales information and any information relating to products, marketing plans, marketing concepts, structure, business, activities, payments records, operations, business plans, processes, business know-how or logic, trade secrets, market opportunities and personal data of the Affiliate Program and/or Clobet Limited. This information is confidential to us and constitutes our and/or Our Brands proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required and provided that prior to such disclosure, you notified us in writing with respect to such requirement). This provision shall survive the termination of this Agreement.
14.5. Intellectual property rights. Nothing contained in this Agreement will grant either Party any right, title or interest in the trademarks, trade names, service marks, name domains or other intellectual property rights of the other party (the “Intellectual Property Rights”). At no time during or after the term will the Affiliate attempt, challenge, assist or allow others to challenge, to register or to attempt to register our and/or our Clients Intellectual Property Rights and/or Our Brands, or within the group of companies of the Affiliate Program and/or its Clients. Provided also that neither will the Affiliate register nor attempt to register any Intellectual Property Rights which is basically similar to and/or confusingly similar to any Intellectual Property Rights which belongs to the Affiliate Program and/or its Clients contained or within the Affiliate Program, and/or its Clients group of companies.
14.6. Force majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of terrorism, acts of nature, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding sixty (60) calendar days then either party may terminate the Agreement without notice.
14.7. Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Brand/s or your participation in this Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.
14.8. Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-licence or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee. Clobet Limited may assign any of our rights and/or obligations hereunder to any third party, by providing you a seven (7) calendar days prior notice.
14.9. Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
14.10. Entire agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
14.11. Third party right. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.
14.12. Governing law. This Agreement shall be governed by and construed in accordance with the laws of Malta without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of Malta, for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you irrevocably waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.