1. GENERAL DEFINITIONS AND INTERPRETATIONS
1.1 In compleng the Affiliate Sign Up Form, and, subsequently markeng and referring Customers to any website owned, operated or powered by YourGalaxy Partners and its wholly owned subsidiary FODENMACKO TRADING CO. LIMITED which on the Affiliate Sign Up Form you elect to promote (“Our Website”), you agree to be bound by all the terms and condions set out in this agreement.
1.2 In this Agreement unless the context otherwise requires:
“Affiliate Sign Up Form” means the form which you complete and submit to become a YourGalaxy Partners affiliate;
“Banners” means display banners taking the form of hyperlinks which appear on Website pages;
“Confidenal Informaon” means all informaon about us which is not publicly known and that is disclosed (by whatever means) by us to you;
“Customers” means individuals who:
(1) have had no prior account with Our Website;
(2) we have no previous record of their personal email address or other details that we deem to show connecon between accounts;
(3) access Our Website solely through clicking links to Our Website on Your Website; and subsequently:
(a) open an account with Our Website; and
(b) make a deposit and game and/or place bets with Our Website,
with both (a) and (b) occurring within thirty (30) days of accessing Our Website pursuant to (3) in this definion above.
“Intellectual Property Rights” means any and all patents, trademarks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), get-up, trade, business or domain names, goodwill associated with the foregoing, e-mail address names,’ copyright including rights in computer soware (in both source and object code) and rights in databases (in each case whether registered or not and any applicaons to register and rights to apply for registraon of any of the foregoing), rights in invenons and web-formang scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;
“Net Revenue” means the following:
In relaon to sports beng, the figure resulng from the calculaon of the beng revenues generated by Customers actually received by us less the winnings, less any credits, bonus or promoonal amounts given to Customers, administraon percentage fees, processing charges,
chargebacks or any uncollecble revenue aributable to the Customers;
In relaon to casino and games, the sum total of all Customers’ gross bets less payouts (as calculated by Our Website), less any credits, bonus or promoonal amounts given to Customers, administraon percentage fees, processing charges, chargebacks or any uncollecble revenue aributable to the Customers;
“Tracking Code” means a code used to link Customers to a specific affiliate account; “Your Website” the website which you nofy to us on the Affiliate Sign Up Form. “Brands” means all exisng and future brands that are belong to the YourGalaxy Partners 2. PROGRAM APPLICATION AND ENROLMENT
2.1 By providing us with a completed Affiliate Sign Up Form, you agree to abide by these Terms and Condions (“Applicaon”). We will evaluate your Applicaon and nofy you in wring of whether you have been accepted into the Affiliate Program or not. We may reject your Applicaon if we determine that Your Website is not suitable for the Affiliate Program for any reason.
2.2 Identy and Disclosure. You must provide true and complete informaon to us at all mes; including but not limited to, your identy, contact informaon, payment instrucons, naonality, residency, locaon and nature of your markeng acvies, and any other informaon that we may reasonably request in relaon to your Applicaon.
3. MARKETING ACTIVITIES AND RESPONSIBILITIES AND OTHER AFFILIATE OBLIGATIONS
3.1 Solely at your own cost and expense, you shall market and refer potenal Customers to Our Website and you shall also promote our brands on Your Website, promoons and markeng campaigns.
3.2 You shall consistently provide us each month during the term of this Agreement with a number of Funded Sign-Up’s, to be determined by us, acng reasonably. These accounts will be owned by YourGalaxy Partners as soon as they sign up to our brands.
3.3 You will be solely responsible for the content and manner of your markeng acvies.
3.4 You will not acvely target your markeng to minors, including any persons who are less than 18 years of age in the U.K., Europe, Russia, South America and 19 years in Canada, regardless of the age of majority in the locaon you are markeng.
3.5 We will make available to you, banner adversements, buon links, text links, poker tools, and other appropriate links or adversing material to place on Your Website which shall all relate to and/or link to Our Website (collecvely referred to hereinaer as a “Link”), Such Links are provided to you on the basis of a non-exclusive, limited, non-transferable, “terminable on demand” license, which you may display on Your Website.
3.6 You shall not commercialize the Links other than on Your Website, display data from the
Links via any electronically accessible medium other than Your Website without our express wrien consent or use the Links in any way which proves or is likely to prove detrimental to us. You cannot open a social media account (Facebook, Twier, YouTube etc.) on behalf of us and mislead people or claim that your website is our official partner site. If you are aiming to promote us through social media, you must get our wrien approval and you must report us your acvies regularly. You shall ensure that all adversing or promoonal acvity made through any media (including social media) and on any format is made in compliance with the applicable laws and any applicable rules of the media chosen for the respecve acvity. You agree to indemnify us and holds us harmless for any claims, fines, penales or damages we may have to pay as a result of the acvies performed by you, irrespecve of their nature.
3.7 You may not adverse Our Website in any other way including, without limitaon, the use of spam e-mails. If we find that you have parcipated in such acvies, we have the right to close your account immediately and withhold all earnings. You may not adverse Our Website on copyright infringing websites (for example, file sharing and streaming sites). If we discover such infringement made by you, we are entled to terminate your Affiliate account immediately and withhold all earnings due to you from the date the acvity first took place unl the date of terminaon.
3.8 In the event that you desire to offer certain incenves to potenal Customers you are required to receive our prior wrien approval for such incenves prior to your commencement of such acvity. In the event that you do not receive such approval and offer such incenves, we have the right to cancel your parcipaon in the program, and not pay you any commissions due and payable to you.
3.9 You will only use the Banners and any other markeng materials that have been provided by us and/or pre-approved by us (collecvely the “Markeng Materials”). You can only use the materials we provide to you. Also, it is your responsibility to use up to date materials and up to date informaon on your site. If we noce the usage of unauthorized materials, we will expect you to remove those materials in 72 hours aer our warning to you. Any promoon of unauthorized bonus codes will result in revenues received with these bonus codes being deducted from your monthly commissions.
3.10 You will only redirect traffic to your own affiliate landing page. Any traffic to our websites, whether or not in connecon with our brands, shall empower us, at our own discreon to block your Affiliate account as well as any incoming traffic with immediate effect, without any prior formality. We also reserve the right to suspend/ terminate this Agreement with immediate effect and to stop any payments of commission towards you.
3.11 During the term of this Agreement, we grant you a terminable, non-exclusive, non transferable right to use the Markeng Materials we provide for the sole purpose of markeng to and referring potenal Customers to Our Website. Generally, we will provide you, without charge, the guidelines, graphical artwork and permied text to use in promoonal materials. 3.12. You can only have a single Affiliate account. In case you have more than one account, we reserve the right, at our own discreon to block any one of them, and no payment of any commission in relaon to any accounts connected to this account, without any financial or other
type of liability on our side towards you.
4. MARKETING ACTIVITIES AND RESPONSIBILITIES, SEARCH ENGINE OPTIMIZATION, AND OTHER AFFILIATE OBLIGATIONS.
4.1 When employing a Search Engine Opmizaon strategy for any search engine you shall adhere to the following obligaons:
(a) You shall NOT bid on the brands of YourGalaxy Partners;
(b) You must NOT display the brands or brands name of YourGalaxy Partners in your display URL; (c) You must NOT claim that you are YourGalaxy Partners brands’ official site;
(d) You must NOT use the brands or the brands’ name of YourGalaxy Partners, or claim to be the official site of, in your meta informaon on any page of your site;
(e) You must NOT use the brands or brands, name or misspelling or variaon of the YourGalaxy Partners sites in your display URL. YourGalaxy Partners has the right not to pay your commission in the event of nocing these sites. If we noce such acon you must immediately transfer these domain names to YourGalaxy Partners.
(f) You cannot index your affiliate Tracking Code to the search engines. It is your responsibility to monitor it.
(g) You MAY include “brands” or brands’ name of YourGalaxy Partners in the sub folders of the display URL’s in your Search Engine Adverts.
(h) You MAY NOT use meta refreshes to redirect traffic from your PPC advert
(i) You MUST use no follows on all links taking customers from your site to brands or to the brands’ names of YourGalaxy Partners. This includes link shortening as well.
(j) You MAY NOT copy and/or replicate any brand code or content on any other website;
(k) You must NOT modify or change the Tracking Code you are using for any YourGalaxy Partners brands’; Any custom modificaon may cause tracking issues and errors for which YourGalaxy Partnershas no responsibility.
(l) You must NOT open social media (Facebook, Twier etc.) accounts on the YourGalaxy Partners brands names and you must NOT make announcement or run promoons through these accounts. In the event of nocing these accounts you must immediately transfer them to YourGalaxy Partnersusage;
(m) You must NOT use a similar design concept of YourGalaxy Partners brands on your web site. 4.2 You warrant and undertake that:
(a) You have full authority and capacity and all necessary permits, consents and licenses to enter into this Agreement and the Affiliate Sign Up Form;
(b) You will at all mes conduct yourself with all due skill, care and diligence;
(c) You will comply with any security guidelines and requirements as may be issued by YourGalaxy Partners from me to me;
(d) All informaon you provide to us is correct and you will nofy us immediately of any changes;
(e) You have obtained and will maintain in force all necessary registraons, authorizaons, consents and licenses to enable you to fulfil your obligaons to us under this Agreement and you will comply with all applicable laws and regulaons;
(f) Your Website will not contain any material which is defamatory, violent, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third-party rights and shall not link to any such material;
(g) We may monitor Your Website to ensure you are complying with the terms of this Agreement;
(h) Neither you nor your immediate family may become Customers at YourGalaxy Partners brands and you shall not be entled to any payment under this Agreement in relaon to such family. Immediate family for the purposes of this clause shall mean your spouse, parent, partner, child or sibling.
(i) When informed via email, telephone, or fax of changes to the primary acquision or any other customer bonus you will update all website content, banners and other promoonal material to correctly represent the stated changes within 48 hours. Any Customers referred to Our Website via a link or banner displaying incorrect bonus informaon aer this period, we hold the right, acng reasonably, to withhold due commissions that have originated under from these customers.
(j) you must not engage in any form of misleading/decepve markeng.
5. OBLIGATIONS ON AN AFFILIATE
5.1 YourGalaxy Partnerswill require all its Affiliates:
5.1.1 To source all databases legimately;
5.1.2 To communicate with all data subjects lawfully;
5.1.3 To comply with the privacy statement of FODENMACKO TRADING CO. LIMITED as set out on the website
5.2 To ensure that content is not unlawful and/or that it will not expose any enty disseminang it to legal acon. Affiliate markeng content must not contain or include text or images that may be reasonably considered to:
5.2.1 be obscene;
5.2.2 be racially provocave;
5.2.3 be defamatory;
5.2.4 be religiously insensive;
5.2.5 have specific appeal to minors or other categories of vulnerable
persons; 5.2.6 link parcipaon to fate or similar;
5.2.7 create any supersons or religious connecon with parcipang in gambling; 5.2.8 make any associaon with sexual prowess or similar;
5.2.9 be unreasonably or unnecessarily provocave or offensive, either generally having regard to local pracces, customs or sensivies;
5.2.10 breach third party requirements including but not limited to, not obtaining consent, not paying a royalty or copyright fee for use of data or images without consents or approvals;
5.2.11 portray gambling as taking precedence over normal life;
5.2.12 appeal to data subjects under 18 years old.
6. REPORTS & PAYMENTS
6.1 We will track the number of Customers you have brought to us on a month by month basis.
6.2 Neither you nor your relaves are eligible to become Customers via your Links and should you or they do so you will not be eligible to receive the relevant commission. Our measurements and calculaons in relaon to the number of Customers and the relevant Net Revenue figures shall be the sole and authoritave tool and shall not be open to review or appeal.
6.3 Once your Applicaon has been approved, we shall pay you a set commission calculated as being a percentage of Net Revenue (“Commission”), such Commission shall be payable in accordance with the terms of the Affiliate Sign Up Form. Commissions shall only be paid in respect to bets placed by Customers associated with your Affiliate Account. This does not include those Customers that were once associated with your Affiliate Account but have since been removed from your Affiliate Account pursuant to this Agreement.
6.4 Reports. We will track and report Customer acvity for purposes of calculang your Affiliate Fees.
6.5 Affiliate Fees. All Affiliates shall be paid monthly, in arrears, provided they reach the minimum commission levels of 500 EUR and send and invoice (no payment can be done without an invoice issued). Any Affiliates who have not reached the minimum requirements, will have this amount carried forward unl such me that their commission has reached the minimum. Each month’s stats are closed within the first week of next month for the previous one. Aer stats are closed, partners that have commissions shall send invoice for the respecve month through email in order for YourGalaxy Partners to process the payments. All fees will be
paid within thirty working days (30) days from the date that the invoice was received.
*In case there is an argument referring to the final amount earned by an affiliate in the end of the month (and aer any bonus calculaon is done and stats are closed) this should be sent by email within 20 days.
6.6 Negave Balances: NO Negave Balances carryover only applies on pre-agreed cooperaon models between the affiliate manager and the affiliate partner and is examined on a case to case basis. In case this applies when the Net Revenue in respect of any calendar month is a negave figure, such figure shall not be carried forward to any following calendar month and for the avoidance of doubt shall not be offset against the Net Revenue for any following calendar month (or part thereof). Total Net Revenue will be calculated on a cumulave basis between all products resulng in the total Net Revenue derived from the sum of both posive and or negave Net Revenue from each product for any calendar month (or part thereof).
6.7 Sub-Affiliates. Sub-affiliate commission is offered upon request and aer discussion with the affiliate manager.
6.8 Method of Payment. All payments will be due and payable in Euros. Affiliates can be paid on internaonal bank transfer or Skrill, Neteller and e-wallets (payment on e-wallets is upon Accounng department discreon and examined case by case). Payment method details can be filled in the affiliate account details.
6.9 Customer Tracking. You understand and agree that potenal Customers must link through a Tracking Code for you to receive Affiliate Fees in relaon to such Customers. In no event are we liable for your failure to use the right Tracking Code.
6.10 Customer Verificaon. Affiliate Fees in relaon to Customers will be dispatched only following our verificaon and checks concerning all Customers. We have the right to check all commissions for possible fraud or abuse. If any fraud or abuse has been or, in our reasonable opinion, has allegedly occurred, we will freeze your Commissions unl such me you can prove no fraud or abuse has occurred.
6.11 At any me, for any reason, we have the right to amend the commission structure as we see fit and we will nofy you of the same. We may withdraw a commission opon at any me by giving noce to you. You may request to change your commission opon no more than once every calendar month, which may be accepted or rejected by us at our absolute discreon.
6.12 If you in any way breach any of your obligaons to us regarding the provision to us of Funded Sign-Ups under clause 3.2, to be determined in each case by us, acng reasonably, then we shall be entled to warn you that we are placing this Agreement under review with a review, or give noce of closure of your account.
6.13 YourGalaxy Partners and its wholly owned subsidiary reserves the right to permanently withhold any commissions that are unable to be paid within 12 months of becoming due and payable due to a failure by you to provide correct bank account informaon.
6.14 Affiliate commissions shall be payable lifeme from the date of first registraon of each Customer.
6.15 CPA deals. CPA deals are offered upon request and contact with your affiliate manager. CPA deals are subject to the below performance terms:
6.16 If the rao (CPA commission/Deposits) aer the first 45 days is:
– over 100% to 120% we will give a warning to the partner in order to improve performance. If this performance connues in the upcoming month(s) then the CPA trigger will be set to higher level in order to improve rao.
– from 120% to 180% the CPA trigger will be set to higher level than inial deal in order to improve rao. If this connues for upcoming month(s) then the monthly commission will be deducted to 50% for the 2nd month and CPA trigger will be set to higher level. If this performance connues then cooperaon may stop or switch to %RS.
– over 180% the monthly commission will be set to higher level than inial deal and monthly commission will be set to ON HOLD. If this connues for upcoming month(s) then cooperaon will be stopped or switched to %RS. The payment of any ON HOLD amount (due to poor performance) is upon top management’s discreon.
6.17 For CPA and/or Revenue Share to be paid the traffic must not come from bonus seekers and there should be no personal relaonship whatsoever between the affiliate and the players. An affiliate can under no circumstances deposit and play under his own affiliate CPA or Revenue Share account. The use of one’s own affiliate tracker to deposit and play is strictly forbidden.
6.18 Furthermore, with regard to any CPA, the Company reserves the right to withhold any payments of the Reward Plan for any customer accounts including, but not limited to, bonus abuser customer accounts, suspended and/or closed customer accounts, customer accounts suspended and/or closed due to fraud, customer accounts subject to self-exclusion within the month of acquision or any other customer account which the Company in its sole discreon deems it necessary to suspend and/or close.
6.18.1 CPA abuse includes, but is not limited to the following definions:
– Staking or incenvizing players in an aempt to get CPA paid as a result
– Having mulple players that deposit once to trigger CPA level, and play and lose with the deposited amount, with no further play acvity.
6.19 Affiliates must to have at least 3 FTDs per month in order to be considered as acve. If an affiliate has less than 3 FTDs for 3 consecuve months his account will be considered as inacve and no commissions shall be paid. The partner will need to be acve (more than 3FTDs) for 2 consecuve months in order for his account to be considered as acve again and start again claiming commissions. Each case shall be examined separately and will be evaluated at our company’s discreon.
7. TERM AND TERMINATION
7.1 Term and Terminaon. This Agreement will take effect when we accept your Applicaon under Clause 2 and will connue unless and unl terminated by either you or us in accordance with this Agreement.
7.2 Either Party may terminate this Agreement at any me, with our without cause, by giving the other Party 20 days wrien noce of terminaon, where such noce may be served via fax or e-mail.
7.3 We may addionally terminate this Agreement immediately upon noce to you if: (i) you in any way breach any of your obligaons to us regarding the provision to us of Funded Sign-Up’s under clause 3.2, to be determined in each case by us, acng reasonably, or (ii) you in any way
breach any of your other obligaons to us under this Agreement, to be determined in each case by us, acng reasonably, or (iii) in our reasonable opinion you are in breach of the terms of any applicable adversing code of pracce, or (iv) you breach any other term of this Agreement which, in the case of a breach capable of remedy, to be determined by us, acng reasonably, has not been remedied within 48 hours of a noce from us specifying the breach and requiring its remedy.
7.4 We reserve the right to withhold your final payment for a reasonable me to ensure that the correct amount is paid.
7.5 Upon the terminaon of this Agreement for any reason, you will immediately remove from Your Website all Links and Markeng Materials and any marks, logos or other Intellectual Property Rights associated with Our Website. All Intellectual Property Rights in the Links and Markeng Materials belong to us.
7.6 Following the terminaon of this Agreement and, subject to the terms of this Agreement, our payment to you of all commissions due at such me of terminaon, we shall have no obligaon to make any further payments of commissions to you.
8. LIABILITIES AND WARRANTIES
8.1 No Warranes. We do not warrant that our system, network, soware or hardware (or that provided to us by third pares) will be error-free or uninterrupted and we will not be liable to you for any direct or indirect consequences of the same.
8.2 Liability Limitaons. Our obligaons under this Agreement do not constute personal obligaons of the directors, officers, employees or shareholders of our owners. Any liability arising under this Agreement will be sasfied solely from the revenues generated hereunder. Any liability arising under this Agreement for us will be limited to the amount paid in Commissions to you over the 6 months prior to your claim arising. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequenal or punive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).
8.3 Indemnificaon. You will defend, indemnify and hold us and our officers, directors, employees and representave harmless from and against any and all liabilies, losses, damages and costs, resulng from or arising from, your breach of this Agreement.
8.4 You warrant that you have all the requisite data protecon licenses or registraons in the relevant jurisdicons to collect and deal with Your Website visitors, personal informaon and that you will obtain the necessary consents from Your Website to enable personal informaon and data to be dealt with in accordance with this Agreement. In parcular, but without limitaon, you warrant that you will at all mes comply with the provisions of the Data Protecon Act 1998 and the Electronic Communicaons (EC Direcve) Regulaons 2003 and any equivalent or replacement legislaon in the jurisdicon in which you operate.
8.5 Save as expressly provided in the Agreement, all warranes, condions, or other terms implied by statute, common law or otherwise are excluded to the fullest extent permied by law.
8.6 Nothing in this agreement shall exclude or limit liability for death or personal injury resulng from negligence of either party or their servants, agents or employees. Further, neither party shall be liable to the other for any indirect, consequenal, or special damages arising out of or in connecon with the Agreement.
8.7 During the term of this Agreement and aer its expiry or terminaon, you will not use any Confidenal Informaon for any purpose other than strictly in pursuance of your rights and obligaons under this Agreement nor shall you disclose any Confidenal Informaon to any person without our prior wrien consent. On expiry or terminaon of this Agreement, you shall deliver up to us all copies of any Confidenal Informaon in your possession and destroy copies of all electronically held Confidenal Informaon if so requested to do so by us. 8.8 You shall not make any announcement about the existence of this Agreement or any relaonship between us whatsoever without our prior wrien consent.
9. INDEPENDENT INVESTIGATION
9.1 Independent Invesgaon. You acknowledge that you have read this agreement and agree to all its terms and condions.
9.2 Independent Research. You understand that gambling laws may vary from city to city, state to state and country to country. You have independently evaluated the laws in your locale which apply to your acvies and believe that you may parcipate in our affiliate program without violang any applicable rules or laws.
10. MISCELLANEOUS
10.1 Noces. All noces pertaining to this Agreement will be given by email as follows mailto:[email protected] and, to you at address provided on the Affiliate Sign Up Form.
10.2 Relaonship of Pares. There is no relaonship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligaon on the other’s behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or enty not a party to this Agreement.
10.3 Non-Exclusive. You understand that we may at any me (directly or indirectly), enter into markeng terms with other Affiliates on the same or different terms as those provided to you herein and that such Affiliates may be similar, and even compeve, to you.
10.4 Press. You may not issue any announcement with respect to this Agreement or your parcipaon in this Affiliate Program without our prior wrien consent.
10.5 Assignment. This Agreement and the rights and obligaons hereunder may not be assigned by you without our express wrien consent. We may assign this agreement to any other wholly owned subsidiary of FODENMACKO TRADING CO. LIMITED to any website owned.
10.6 Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effecve 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 ineffecve only to the extent of such invalidity, or unenforceability, without invalidang 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 wring to be effecve.
10.7 Modificaon. We may modify any of the terms of this Agreement at any me, in our sole discreon, by either (i) E-mailing you a change noce or (ii) by posng the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modificaon is unacceptable to you, your only recourse is to terminate this agreement. Your connued parcipaon in the Affiliate Program following posng or noce of change will be deemed binding acceptance of the modificaon.
10.9 Enre Agreement. This Agreement embodies the complete agreement and understanding of the pares hereto with respect to the subject maer hereof and supersedes and pre-empts any prior understandings or agreements between the pares, wrien or oral, which may be related to the subject maer hereof. The headings in this Agreement are for convenience only and will have no effect on the construcon of this Agreement.
10.10 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Pares) Act 1999 to enforce any term of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the terms and condions of this Agreement by subming the Affiliate Sign Up Form.