Terms and Conditions applies to all Affiliates who sign up on Euroaffiliates.com
This Agreement (the “Agreement”) sets out the complete terms and conditions between MTM Corp., (written “MTM COrp.”, “we” or “us”), and you, regarding your application to participate as an Affiliate Partner (written “Affiliate Partner”) on EuroAffiliates.com (written “Affiliate Program”).
It is important that you read and understand this Agreement. By ticking the box on the application form you are actively applying to become part of the Affiliate Program and thereby approving the terms and conditions of this Agreement. If you do not agree to the following terms and conditions (or are not authorized to do so) you must discontinue your application immediately.
This Agreement replaces all previous Agreements relating to the Affiliate Program.
DEFINITIONS AND INTERPRETATION
Affiliate Manager: means an employee of the Affiliate Program.
Affiliate Partner: means you, the person or company who registered on Euroaffiliates.com to market any of the products on the Website.
Affiliate Program: means any affiliate program available on the Website and where the context admits shall include the provisions described or contained in the Operator’s terms and conditions.
Affiliate Site: means the Affiliate Partners website, blog, forum, voucher code, email list or other marketing mechanism or method designed or intended to refer Customers to The Affiliate Program.
Agreement: means the contract between The Affiliate Program and the Affiliate Partner of which these Terms and Conditions shall form an integral part.
Commission: means the fees due to the Affiliate Partner in accordance with this Agreement.
Code: means the code of best practice on the use of online voucher codes, as amended from time to time.
Commencement Date: means the date on which Affiliate Program gives notice to the Affiliate Partner that registration on the Website has been successful.
Confidential Information: means all information which is not publicly known and that is disclosed (by whatever means, directly or indirectly) by one party to another, whether before or after the Commencement Date including any information relating to the, products, operations, processes, plans, intentions, product information, any information relating to Intellectual Property Rights, each party’s customer data the terms of this Agreement, market opportunities or business affairs of the disclosing party or any of its sub-contractors, suppliers, customers, clients or other contacts.
Cost Per Acquisition (CPA): means the commission paid per depositing player referred by the Affiliate Partner. The Affiliate Program will set the CPA and reserves the right to change this periodically to fit the commercial needs of the Affiliate Program or individual merchant. All Affiliate Partner will be informed of any CPA changes at least five (2) working days before changes come into affect.
Customers: means all new depositing players who sign up with the Affiliates Program (for the first time) via the marketing tools provided by the Affiliate Program.
Force Majeure: means any event outside the reasonable control of a party affecting its ability to perform any of its obligations under this Agreement, including, but not limited to, any delay in the Affiliates Program receiving payment from its relevant payment processing systems.
Fraud Traffic: means deposits or transactions generated from Affiliate Partners through illegal means or in bad faith regardless of whether or not it actually causes damage to The Affiliate Program or an Operator.
Link: means the link which the Affiliate Program supplies to the Affiliate Partner for inclusion on the Affiliate Partners website (or other marketing channel) which when clicked on by a Customer identifies that the Customer has been referred by the Affiliate Partner to the relevant product of the Affiliate Program.
Operator: means any provider of remote gambling services available on the Affiliate Program.
Net Revenue: is defined as deposits (purchases) minus payouts, charge backs, extraordinary promotional costs and royalty fees where applicable.
Intellectual Property: means proprietary rights in all intellectual property whether registered or not including, without limitation, trademarks, trading, business or domain names, email addresses, copyrights (including any such rights in websites or software), rights in databases and all other intellectual property rights of a similar or corresponding character, which subsist now or in the future in any part of the world.
Internet Site: means the website or marketing channel used by the Affiliate Partner.
Minimum Commission Payout: means the minimum amount of monthly commission that must be generated by the Affiliate Partner in order to be able to make a withdrawal.
Parties: means the parties to this Agreement (the Affiliate Program, the Affiliate Partner, MTM Corp., the Operator and/or the Website).
Revenue Share: means the agreed % share of net gaming.
Website: means the website at www.euroaffiliates.com.
2. REGISTRATION AND COMMENCEMENT
2.1 The Affiliate Partner shall apply to join the Affiliate Program by completing the registration form on the Website.
2.2 Completion and submission of the registration form shall signify the Affiliate Partners acceptance of these Terms and Conditions and any amendments thereto made by the Affiliate Program from time to time and published on the Website.
2.3 The acceptance or rejection of the Affiliate Partner's application to join the Affiliate Program shall be determined by the Affiliate Program at its sole discretion. If accepted the Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with these Terms and Conditions.
2.4 The acceptance or rejection of the Affiliate Partner's application to join the Affiliate Program grant the Affiliate Partner a non-exclusive, non-transferable, terminable licenses to use the Affiliate Program for business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.
3.3 All Customers referred to the Affiliate Program are the property of MTM Corp. By referring Customers to the Affiliate Program the Affiliate Partner earns the right to be paid Commission on referred players.
3. THE AFFILIATE PARTNER’S OBLIGATIONS
3.1 The Affiliate Partner warrant and undertake to have all necessary licenses, approvals and agrees to enter into this Agreement.
3.2 The Affiliate Partner will market the Affiliate Program with all due skill, care and diligence, including Good Industry Practice and in accordance with all applicable laws, enactments, orders, regulations and other similar instruments.
3.3 The Affiliate Partner acknowledges that all information provided when joining the Affiliate Program was correct. Any changes to these information after the Commencement Date the Affiliate Partners must be notified the Affiliate Program promptly and without delays.
3.4 The Affiliate Partner must not at any time share login and password details to the Affiliate Program with anyone.
3.5 The Affiliate Partner must not at any time market the products of the Affiliate Programs to people under 18 years of age.
3.6 The Affiliate Program will not accept any kind of marketing from the Affiliate Partner using pornographic, unlawful, obscene, racially, threatening or otherwise discriminatory or in breach of any third party rights and the Affiliate Partner can link to any such material.
3.7 The Affiliate Partner is prohibited from registering any domain names or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service or include metatag keywords on the Internet Site that incorporate terms which are identical or similar to the Affiliate Program, Website or trademarks owned by MTM Corp.
3.8 The Affiliate Partner is not permitted to become a Customer of the Affiliate Program.
3.9 The Affiliate Partner cannot undertake any activities that could be deemed as unethical or illegal to promote the Affiliate Program. This includes, but is not limited to, cookie stuffing, spamming, the use of contaminated file, virus, worm or trojan horse or any form of misrepresentation of the Affiliate Program.
3.10 The Affiliate Partner must supply evidence of its identity to the Affiliate Program on request at any time.
4. COMMISSION AND PAYMENTS
4.1 Commission shall be paid to the Affiliate Partner with the agreed % of the net gaming according to the commission plan.
4.2 Commission plans are based on depositing players (revenue share) and qualified players (CPA) sent to the Affiliate Program.
4.2.1 A depositing player means the Customer must have made a minimum deposit of €20.
4.2.2 A qualified player means the Customer must have made a minimu deposit of €50.
126.96.36.199 It is strictly prohibited for the Affiliate Partner to pay Customers to participate in a CPA campaign or in any way supply funds to Customers paid on CPA. Breach of this clause will result in an immediate termination of the Agreement and any Commission will be forfeit according to section 7.3.
4.3 Payment of Commission will be paid to the Affiliate Partner in EURO. The minimum monthly payout of Commission is €75. If the minimum Commission payout is below the minimum requirement, the Affiliate Partner's balance will be rolled over into the next month and paid out once the balance exceeds the Minimum Commission Payout.
4.4 The Affiliate Partner is responsible for all bank charges on Commission payments whether in respect of electronic transfers, foreign currency exchange commission, correspondent bank charges, use of electronic wallet, cancelled cheques or otherwise.
4.5 The Affiliate Program shall pay Commission to the Affiliate Partner on a monthly basis and will endeavour to do so within 15 days of the following month.
4.6 The Affiliate Program will not be responsible for late payments arising from the Affiliate Partner's failure to provide accurate or sufficient account information or for any other cause beyond the Affiliate Programs reasonable control.
4.7 If a Commission payment has not been claimed or cleared within 12 months the Affiliate Program will be entitled to retain such Commission and the Affiliate Partner shall forfeit any claim in respect of it.
4.8 The Affiliate Partner is responsible for all taxes payable in respect of the Commission.
4.11 The Commissions under this Agreement are deemed inclusive of any VAT or other tax payable.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 MTM Corp. represents, warrants and covenants that it owns all rights, titles and interests in and to the intellectual property rights, related written materials, logos, names and other support materials provided pursuant to the terms of this Agreement, and it has full power and authority to license the same in accordance with the terms of this Agreement.
5.2 No title to the intellectual property or in any magnetic media or other physical media provided therewith is transferred to the Affiliate Partner by this Agreement.
5.3 Either party must immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any Intellectual Property Rights.
6. DATA PROTECTION AND SECURITY
6.1 The Parties will take reasonable steps to prevent unauthorised disclosure of sensitive information (including by employees or agents who have access to such information) during the continuance of the Agreement and thereafter without limitation in time. In case of any breach or potential breach of security the Parties shall notify each other without any delay and use best endeavours to ensure that any potential breach does not become an actual breach and/or remedy any actual breach and its consequences.
6.2 The Parties agree to comply with the provisions of the Data Protection Act 1998 and the Electronic Communications (EC Directive) Regulations 2003 at all times.
7. TERMINATION OF AGREEMENT
7.1 The Affiliate may terminate the Agreement at any time by giving not less than one month’s written notice to the Affiliate Program.
7.2 The Affiliate Program may terminate the Agreement at any time by giving not less than one month’s written notice to the Affiliate Partner or immediately and without notice if the Affiliate Partner:
7.2.1 The Affiliate Partner does not recruit any new Customer the Affiliate Program for a period of four (4) months.
7.2.2 The Affiliate Partner is unable to pay its debts as they fall due or make any voluntary arrangement with its creditors, become subject to an administration order, have an administrative receiver or receivers appointed in respect of the whole or any part of its assets, go into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation) or be made the subject of a bankruptcy order or ceases or threatens to cease carrying on its business.
7.2.3 If the Affiliate Partner breaches any of the terms of this Agreement.
7.3 On termination of the Agreement for any reason the Affiliate Partner will stop using all Intellectual Property belonging to MTM Corp., The Affiliate Program and/or the Operator, and the Affiliate Program will be relieved of all further liability, duties and obligations to the Affiliate Partner (including, without limitation, any payment obligations).
8. INDEMNITY CLAUSE
8.1 The Affiliate Partner will indemnify and hold the Affiliate Program, MTM Corp. and/or the Operator harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly. This clause will survive termination of this Agreement for whatever reason.
9. LIMITATION OF LIABILITY
9.1 Except as specifically provided in the Agreement the remedies of the Parties (whether in contract, tort, by statute or otherwise, howsoever) against each other for any breach of their respective obligations or warranties hereunder shall be limited to damages.
9.2 Nothing in this Agreement will limit or exclude the liability of the Affiliate Partner for loss or damage due to or arising from death, personal injury or fraudulent misrepresentation.
9.3 The maximum liability from the Affiliate Program to the Affiliate Partner for direct losses arising from the Affiliate Programs breach of any provision of the Agreement shall not exceed the Commission received or due to the Affiliate Partner in the three months prior to the event which gave rise to liability and subject as aforesaid the Affiliate Program shall not be liable to the Affiliate Partner for loss of profits, or indirect, incidental or consequential damages incurred as a result of or in connection with the Agreement whether arising out of breach of contract, negligence or howsoever.
9.4 The Affiliate Program is not liable for or can be considered in breach of the Agreement on account of any delay or failure to perform as a result of any causes or conditions which are beyond the Affiliate Program’s reasonable control.
10. FORCE MAJEURE
10.1 If either Party is affected by Force Majeure it shall notify the other party in writing of the matters constituting the Force Majeure and shall keep that party informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues. Neither Party shall have any liability to the other in respect of an event of Force Majeure.
10.1 The Party affected by Force Majeure must take all reasonable steps available to it to minimize the effects of Force Majeure on the performance of its obligations under this Agreement.
11.1 Both the Affiliate Program and Affiliate Partner will take reasonable steps to prevent unauthorised disclosure of Confidential Information (including by employees or agents who have access to such Confidential Information) during the continuance of the Agreement and thereafter without limitation in time.
11.2 Notwithstanding the foregoing, either Party may disclose Confidential Information without the consent of the other party to the extent such disclosure is required by law or demanded by a Competent Authority.
11.3 The Parties may disclose that the Affiliate Partner is a member of the Affiliate Program subject to the Affiliate Partner first seeking such approval of any publicity materials, such approval not to be unreasonably withheld or delayed.
12. GOVERNING LAW AND JURISDICTION
12.1 The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the Parties hereto will be determined in accordance with the laws and courts of Cyprus.