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Please read the Terms & Conditions. You must agree with the terms and conditions to complete the signup process.
This document (the "Affiliate Agreement" or "Agreement")
sets out the terms and conditions agreed between:
MyMoon Ltd (hereinafter
"Company"), a company based at 35, New Road, Belize City, Belize, and
the person/company set out on the relevant application form (hereinafter the
"Affiliate"), enabling the Affiliate to join and become a member (if
the Affiliate's application is successful) of the Parlour Casino Affiliates
The Affiliate shall ensure and undertake that the information
provided to the Company when completing the application form is complete, true
and accurate in all respects.
Once the Affiliate is a member of the Program, it will promote the Brand by
using Content on its Site in return for a Commission.
The Company may change all or any part of this Agreement at any
time and at its sole discretion. Notice will be given by message to the
Affiliate's email address and will be deemed to be served immediately when sent
by the Company or by a pop-up message once the Affiliate logs into the
Affiliate Platform – whichever occurs sooner. If the Affiliate does not agree
to such changes, the Affiliate may terminate this Agreement in accordance with
its terms. However, should the Affiliate continue to participate in the Program
after the Company has posted the changes, this will constitute binding
acceptance of such changes.
"Affiliate" means any natural and/or legal person who, after having
entered into this Agreement, makes space on its website or other media platform
("Affiliate Site" or "Site") for the Content provided by
the Company for the purposes of this Agreement.
"Affiliate account" means the account set up by the Company based on
the information provided by the Affiliate in the application form.
"Bonuses" means any so-called "free money", "free
bets", "free spins", "money back", vouchers, rebates,
discounts and/or similar that the New Customer can utilise as payment for
"Brand" means any relevant brand operated by MyMoon Ltd.
"Commission" means the compensation due to the Affiliate based on the
agreed percentage of Net Revenue ("Revenue Share"), Cost Per
Acquisition, or other reward plans. Unless otherwise agreed, the commission is
based on a revenue-share percentage of the affiliate net revenues as defined
"Company" means MyMoon Ltd or any of the subsidiaries of MyMoon
"Confidential Information" means any information of a commercial
value, considered essential for both Parties, such as, but not limited to
technology, market and business information, financial reports, know-how, trade
secrets, products, processes, business strategies, information concerning
research, databases, New Customer lists, prospect and New Customer data, supplier
lists, marketing plans, product development, manner of operation or financial
condition or prospects.
"Content" means material provided by the Company for the purposes of
this Agreement, including, without limitation, text links (including
sub-affiliate links), banners and other general advertising material.
"Database" means any information stored about Affiliates and New
Customers, containing any Company proprietary New Customer data for the
purposes of this Agreement, including without limitation to Personal Data and
contact information, and excluding all other Company databases, as it stands as
of the date of this Agreement, and as it stands until the date of termination
of this Agreement. Databases are assets of a financial value belonging to the Company
and represent a substantial investment made by the Company.
"Gross Revenue" means the value of the revenues generated by all
players referred by the Affiliate across all products; the Gross Revenue would
be equal to all (settled) bets less wins. For the avoidance of doubt; any bet
that is not accepted for a legitimate reason, in the sole discretion of
the Company, shall not be considered a settled bet and shall not be included in
the calculation of the Gross Revenue.
"Net Revenue" calculated on a monthly basis, means the monthly Gross
Revenue less costs, which includes but is not limited to: taxes, betting
duties, third party commissions/fees/royalties, financial transaction fees,
bonuses, any other player rewards, cash back's and charge backs.
"Admin Fee" refers to taxes, third party commissions, fees,
royalties, financial transaction fees, operator costs, legal costs, account
maintenance costs, license fees. The default "admin fee" of the
Parlour Casino Affiliate program is 25% of the Gross Revenue. The percentage is
subject to change if market conditions relating to third party royalties,
financial transaction fees or any other cost factors change substantially as
determined by MyMoon Limited.
"New Customer" means any person that registers with the Brand after
clicking on the Content, excluding any person that already exists in the
Company's Brand customer Database or that has previously closed a customer
account and opened a new one through the Affiliate. A customer will be linked
to the last Affiliate who referred the customer to the Company based on the
affiliate tracking cookie.
"New Depositing Customer" means a New Customer who has made a first
minimum deposit with the Company which is used for bona fide transactions with
the aim to establish and enter into a normal commercial relationship with the
Company within the framework of the business. The customer registration and the
first deposit do not have to be simultaneous.
"Parties" means the Company and the Affiliate (each a
"Reward Plan" means any financial plan agreed between the Parties to
compensate the Affiliate for its advertising services offered.
"Sub-Affiliate" means any natural and legal person who, after having
entered into collaboration with the Affiliate, makes space on its website or
other media platform available to post Content for the acquisition of New
"Affiliate Platform" means a technical tool selected by the Company
to record, register and monitor the Affiliate's activities, business and the
activities between the Company and New Depositing Customers.
"Working Day" means every day from Monday to Friday inclusive,
excluding public holidays and weekends.
1. GENERAL SCOPE AND OBJECTIVE
1.1. The Company requires third party advertising space to promote the Brand to
increase its business, notably via increasing the number of New Depositing
Customers, and will, from time to time in cooperation with third parties,
negotiate, sign and carry out its affiliate marketing strategy. In the event
the Company uses a third party for the (partial) roll-out of its affiliate
marketing strategy, (including contract negotiation, day-to-day management of
the Affiliate Platform, payment processing, marketing or other activities, this
irrespective of the legal capacity of the intermediary, whether as agent,
subcontractor or other), the Company is and remains exclusively responsible for
the execution of the Agreement.
1.2. The Affiliate acknowledges that promoting or soliciting bets is subject to
legal restrictions in some countries and may even be prohibited. Such
restrictions may vary from time to time. The Affiliate shall not enter into
this Agreement if it targets any markets where gambling is illegal or where the
promotion, marketing or advertising of gambling is illegal nor shall the
Affilliate target any such market(s) and/or promote, market or advertise any
such illegal gambling activities after the conclusion of this Agreement. The
Affiliate shall be exclusively liable for such actions and shall hold the
Company harmless and shall fully indemnify the Company for any liability
incurred by the Company If it doesn't comply with the provision above.
1.3. The Affiliate further confirms that it operates the Site, where the
Content will be placed, under its own name and that it is fully and without
restrictions authorised to dispose thereof.
1.4. Unless otherwise agreed in writing by the Parties, each Party shall remain
exclusively responsible for all and any expenses (including investment and/or
running costs) incurred in respect of the obligations it undertakes under this
Agreement and will have no right of recourse against the other Party in respect
2. INTEGRATION OF THE AFFILIATE IN THE PARLOUR CASINO AFFILIATES PROGRAM
2.1. Upon the Affiliate's successful application to join the Program, a unique
tracking code (often in the form of a URL) is assigned to the Affiliate so that
the Affiliate is integrated in the Affiliate Platform. This tracking code will
identify any New Customers referred by the Affiliate. It is the Affiliate's
responsibility to ensure that any tracking code generated by the Affiliate
Platform is used correctly.
2.2. If a New Customer creates an account with a different brand not promoted
by the Content used by the Affiliate, the account will not be linked to the
2.3. Any additional advertising material (of any kind whatsoever) created by
the Affiliate and related to the Company shall require the Company's prior
2.4. Subject to article 3.6 of this Agreement, a change to the URL of the
Affiliate Site shall not constitute a change to the Agreement and shall not
affect the rights and obligations of the Affiliate arising from this Agreement.
3. THE AFFILIATE'S OBLIGATIONS
3.1. During the Term of this Agreement, the Affiliate shall use its reasonable
endeavours to display the most up to date Content on the Affiliate Site in a
manner and location agreed by the Parties. The Affiliate shall not alter the
form or operation of the Content without the Company's prior written consent.
3.2. The Affiliate agrees to give the Company reasonable assistance in respect
of the display, access to, transmission and maintenance of the Content.
3.3. The Affiliate shall ensure that it does not place any Content on pages of
the Affiliate Site targeting individuals under the legal gambling age where
they are domiciled.
3.4. In the event the Affiliate wishes to place the Content on websites other
than the Affiliate Site, the Affiliate must first obtain the Company's written
3.5. If the Affiliate sells its business, this Agreement is automatically
transferred to the purchasing company ("Purchasing Company"). The
Affiliate account purchased and transferred will remain on the existing
Commission structure that was in place at the time of the purchase. The
Affiliate and/or Purchasing Company must inform the Company within 30 days of
3.6. The Company has the right to monitor the Affiliate Site to ensure that the
Affiliate is complying with the terms of this Agreement. The Affiliate shall
provide (and at no charge), the Company with all data and information to
perform such monitoring.
3.7. The Affiliate shall not purchase or register keywords, search terms or
other identifiers for use in any search engine, portal, sponsored advertising service
or other search or referral service which are identical or similar to any of
the Company's trademarks or any other Brand belonging to the Company, or
variations thereof in the "domain name", (i.e. after any prefixes but
before the top level domain suffix), or include metatags on the Affiliate Site
which are identical or similar to any of the Company's trademarks. The
Affiliate shall not create pages falsely representing any Brand in any social
media channels (including, but not limited to, Facebook, Google +, Twitter
3.8. The Affiliate's and the Company's employees, related corporations,
partners, agents, contractors, representatives and suppliers (including
themselves, their friends, immediate family members, spouses, partners and
housemates) are not eligible to participate in the Program.
3.9. The Affiliate shall not:
directly or indirectly offer any person or entity any incentive (including but
not limited to money) to access the Site and use the Content on the Affiliate
Site (e.g. by implementing any "rewards" program for persons or
entities who use such content);
read, intercept, record, redirect, interpret, or fill in the contents of any
electronic form or other materials submitted to the Company by any person or
use any device, robot, spider, software, routine or other method (or anything
in the nature of the foregoing) to interfere or attempt to interfere with the
proper functioning of the Products and/ or the Company's websites or any
related information or transactions;
engage in transactions of any kind on the Company website on behalf of any
third party, or authorise, assist, or encourage other third parties to do so;
take any action that could reasonably cause any confusion as to the
Company's relationship with the Affiliate, or as to the Site on which any
transactions are occurring;
promote the Brand in any way other than by using the Content on the Affiliate
Site in accordance with this Agreement without the Company's prior written
consent; post or serve any advertisements or Content on the Site using framing
techniques including but not limited to pop-up/pop-under windows, or assist,
authorise or encourage any third party to take any such action without the
Company's prior written consent;
attempt to artificially increase monies payable to the Affiliate by the
Company; cause the Site (or any page thereof) to open in a browser other than
as a result of a click on a link on the Affiliate Site; or attempt to intercept
or redirect (including, without limitation to user-installed software) traffic
from or on any website that participates in the Program; register more than one
Affiliate account with the Program. Any exceptions must be confirmed in writing
by the Company's Head of Affiliates; use any form of spam (including search
engine spamming or spamdexing) or unsolicited mail in its attempts to refer New
Customers to the Site; be under eighteen (18) years of age and must be able to
provide the Company upon request at any time, a copy of his/her ID, billing
address and/or other documents. Refusal to do so may be considered, at the
Company's sole discretion, as fraudulent activity; fail to keep the Affiliate
Site content compliant with any content and phrasing obligations and/or
restrictions imposed on the Company by third party suppliers. In the event that
the Affiliate, for any reason, does not have knowledge of such obligations, the
Affiliate must update its Site within two (2) Working Days upon receipt of a
notification from the Company pursuant to article 14.5 of this Agreement; apply
for a new Affiliate account if it previously had an account closed due to
breach of the Agreement; incentivise or indicate how sports betting arbitrage,
"sure betting", "safe betting", casino systems or similar
could be used at the Company and/or other betting options that statistically
prevent the spirit of the Affiliate partnership from being profitable for both
Parties; post or serve any advertisements or content promoting the Company site
in markets where it is prohibited to do so, including markets that are under
3.10. If the Company determines, at its sole discretion, the
Affiliate has engaged in the activities specified above, the Company shall have
the right to:
suspend any payments due to the Affiliate while the Company investigates any
suspected breach, and/or;
alter the Reward Plan structure (notably by imposing negative revenue
withhold payment of any Commission due to the Affiliate that has derived from
the breach, and/or;
retain the Commission until the debt is settled or invoice the cost incurred by
such breach and/or;
terminate the Agreement immediately.
If the investigation made by the Company leads to the conclusion that there is
no breach, the Company shall pay the Affiliate all suspended or withheld
The decision by the Company to pursue any of its rights or remedies under
article 3.10 will be without prejudice to any other rights, remedies, legal
actions or compensations available to the Company.
3.11. If the Affiliate attempts, with the Company's prior written consent, to
promote the Brand using methods such as but not limited to email, SMS etc., it
shall make clear in the body of such communication(s) that they have been sent
by the Affiliate, and any complaints made as a result of this(ese)
communication(s) will be addressed to the Affiliate and not to the
3.12. For the purpose of the services to be delivered under this Agreement, it
is understood that the Affiliate shall not have access to any Personal
3.12.1. Should the Affiliate come into possession of or have access to Personal
Data from the Company, the Affiliate shall be the data processor in the meaning
of Directive 95/46/EC and (EU) Regulation 2016/679, and agrees and warrants to
process the Personal Data only on behalf of the Company and in compliance with
the Company's instructions and solely for the purposes of this Agreement.
3.12.2. The Affiliate shall comply with its obligations under European
Directives 95/46/EC, 2002/58/EC (as amended or updated from time to time),
under General Data Protection Regulation (EU) 2016/679 and any legislation
and/or binding regulations implementing or made pursuant to them ("Data
Protection Requirements"), and indemnify the Company for any breach of the
Data Protection Requirements which renders the Company liable for any costs,
fines, claims or expenses howsoever arising.
3.12.3 The Affiliate shall undertake the necessary security measures to comply
with the obligations of a data processor, including ensuring that the information
is not (i) accidentally or unlawfully destroyed, (ii) lost, altered or damaged,
(iii) disclosed to or accessed by any unauthorised person, (iv) misused or (v)
in other ways treated in violation of the Data Protection Requirements.
or other appropriate means that a tracking technology will be installed on the
user's hard drive once the user clicks on the Content. The Affiliate shall
provide users with the opportunity to reject the installation of such tracking
technology in accordance with Article 5 (3) of the Privacy and Electronics
Communications Directive 2002/58/(EC) as amended and updated from time to time.
4. COMPANY API
4.1. If the Affiliate is granted by the Company the possibility to use the
Company API to use on its Site to promote any Brand, the Affiliate guarantees
communicate to any third party its username, password, key or any other
identifiers enabling access to the Company API platform;
enable any third party to access the Company API in any way;
provide any feed from the Company API platform to any third party.
4.2. The Affiliate understands and acknowledges that the Company API may
contain bugs for which the Company cannot be held responsible. For the sake of
clarity, the Company shall not be responsible for any bug, virus, technical
failure, loss of data, damage caused to the material of the Affiliate nor for
any errors occurring on the Company API platform or on the Affiliate's Site.
5. THE COMPANY'S OBLIGATIONS AND RIGHTS
5.1. The Company shall provide the Affiliate with the Content for the purposes
of this Agreement and may update such Content from time to time.
5.2. The Affiliate shall comply with the Company's instructions to track New
Customer(s). The Company shall use its reasonable endeavours to ensure that
whenever a New Customer is directed to its websites and registers an account,
the relevant New Customer is identified as originating from the Site. However,
the Company shall not be held liable if it is unable to identify a New Customer
as originating from such Site.
5.3 The Company shall be entitled to use any of its rights or fulfil any of its
obligations hereunder (including, without limitation to, its payment
obligations pursuant to article 6) through any subsidiary company.
5.4 Subject to point 2 of the Introductory Provisions mentioned above, the
Company shall be entitled to accept or decline any Affiliate's application at
its sole discretion.
6. COMMISSION AND PAYMENT TERMS
6.1 The Affiliate shall be entitled to receive on a monthly basis a Commission
based on the activities of its referred customers.
6.2. If the Affiliate is paid on a Revenue Share reward plan, it shall be
entitled to receive Commission for the lifetime of its referred New Customers
until termination of this agreement, in accordance with article 13. Where an
Affiliate promotes more than one Brand belonging to the MyMoon Limited, the
Revenue Share is calculated across all products and brands. Where an Affiliate
promotes one or more Brands on more than one website, the Revenue Share is
calculated across all products, brands and websites. If the Affiliate is paid
on a different type of reward plan, (including but not limited to Cost Per
Acquisition), the Commission shall be specified in a separate agreement agreed
upon by the Parties.
6.3. In order to receive an additional Commission based on a percentage of the
Commission earned by its Sub-Affiliate(s), the Affiliate shall refer the
Sub-affiliate to the Program through the Content. The Affiliate cannot claim a
Commission from a new affiliate account created by an Affiliate who
simultaneously has another Affiliate Account. The Affiliate shall ensure that
the Sub-Affiliate complies with the terms of this Agreement by making it aware
to them before it enters into any arrangement with the Sub-Affiliate for the
purposes this Agreement. The Affiliate is not allowed to register itself as a
Sub-Affiliate. Unless agreed otherwise by the Parties, the Affiliate is entitled
to receive 5% of its SubAffiliates' commission.
6.4. At the Company's sole discretion, the Head of Affiliates may, without
prejudice to any other rights or remedies available to the Company, choose to
deal with an Affiliate and/or Sub-Affiliate account fraud, i.e. failure to
comply with the foregoing rules, by:
merging duplicate accounts, and/or;
applying the original reward plan to the players from the secondary Affiliate
severing the link between the master Affiliate & Sub-Affiliate,
terminating the Agreement for the Affiliate and/or the Sub-Affiliate.
6.5. The Company shall provide the Affiliate with statements accessible through
its Account detailing the number of New Customers, New Depositing Customers,
Net Revenue and the Affiliate's Commission, if any, which have accrued to the
Affiliate over the course of the calendar month. Such statements shall in
principle be updated daily. At the beginning of a calendar month, the Company
shall record the Affiliate's total Commission, if any, during the previous
calendar month. If the Affiliate's Commission does not exceed 250 Euros, the
Company shall be entitled to withhold and carry forward the Commission until
the total accrued Commission exceeds 250 Euros.
6.6. The Company reserves the right to reduce the Commission/change the Reward
Plan if the Affiliate substantially reduces its efforts to promote the Company
or in the event of legal/regulatory changes to a market.
6.7. In the case of a Reward Plan with a CPA element, the Company reserves the
right to withhold CPA payments for customer accounts that are suspended, closed
for fraud, self-exclusion or for any other reasons.
6.8. The Affiliate shall, at any time, have secure access to the Affiliate
Platform unless the Company has a duly motivated reason – including but not
limited to network and IT maintenance and/or security threats – to block such
6.9. The Affiliate understands and accepts that the real time data in the
Affiliate Platform are merely approximate. At the beginning of the following
calendar month, the Company shall provide the Affiliate with a consolidated
statement for the previous calendar month containing the aggregated and
accurate data related to the Affiliate's Commission.
6.10. The Affiliate understands and accepts that its access to the Affiliate
Platform is subject to the highest obligations of confidentiality. Any misuse
of such access, whether intentional or not, shall be considered as a breach
under the Agreement.
6.11. All payments to the Affiliate shall be made by a Payment Agent appointed
by the Company. Both Parties agree and acknowledge that the Company may change,
from time to time (and at its sole discretion), the payment method and/or
6.12. All payments due under this Agreement shall be made in Euros. For the
avoidance of doubt, all payments shall be made inclusive of VAT, if applicable,
and the Affiliate is individually responsible for withholding tax, VAT and any
other fees which may apply based on its country of registration.
6.13. Payments shall be made approximately 10 to 15 Working Days following the
end of the month in which the Affiliate's Commission was earned.
6.14. When calculating the Commission based on the Net Revenue, if an
Affiliate's customers' activities result in a negative balance for the
Affiliate, due to the customer winnings and/or bonuses etc., the negative
amount will not be carried over to the next month however individual players
who generate in a given month over EUR 5 000 in negative revenues will be
removed from the commission calculation until such time where his positive
revenues in subsequent month surpass the negative amount generated this month.
Advertising Revenue will be calculated with good faith based on our statistics.
6.19. Unless agreed in writing by the Company's Head of Affiliates, any changes
to an Affiliate's Reward Plan will only be applicable to New Customers and not
previously referred customers.
6.20. The Affiliate is responsible for ensuring the accuracy of the payment
details in its account and/or as specified on its invoices. Any payment(s) made
via the payment details listed in the Affiliate Account will be considered as
payment made by the Company. Any cost incurred by the Company resulting from
incorrect payment details provided by the Affiliate will be deducted from the
Commission due to the Affiliate in the next monthly payment cycle in which
there is a payment due to the Affiliate.
6.21. If for any reason the Affiliate has been overpaid, the Company reserves,
without prejudice to any other rights, the right to request that the Affiliate
refunds the difference, or deduct the corresponding amount of overpayment to
the Affiliate from the following month's Commission, and each month thereafter,
until the debt is repaid in full.
6.22. If for any reason the Affiliate has been underpaid, the Company reserves,
without prejudice to any other rights, the right to add the corresponding
amount of underpayment to the Affiliate's Commission in the following calendar
6.23. If there is a pending payment due to an Affiliate for a period of five
years or more as a result of incorrect payment details, missing payment
details, invalid or no-longer valid payment details and the Affiliate has not
responded to all reasonable contact attempts made by the Company, the payment
will be cancelled.
6.24. The Affiliate must comply with the legal and regulatory requirements in
its country of domicile; if it does not, it will not be entitled to receive any
Commission based on the activities of its customers.
7. INTELLECTUAL PROPERTY
7.1. Nothing in this Agreement shall constitute any licence, assignment,
transfer or any other rights of any Intellectual Property Rights, including,
without limitation, patents, trademarks, service marks, registered designs,
copyrights, database rights, rights in designs, inventions and Confidential
Information, etc. which arise in result of entering into or for the purpose of
7.2. All Intellectual Property Rights created and/or deriving out of this
Agreement, including, without limitation, banners, advertising material, the
Database and Personal Data, shall be or become the sole property of the
Company, and the Affiliate shall have absolutely no rights therein.
7.3. The Company grants the Affiliate a non-exclusive and worldwide right to
display the Content on the Affiliate Site as set out in this Agreement and in
accordance with the Company's guidelines as may be provided to the Affiliate
from time to time. All Intellectual Property Rights and any Goodwill arising
from the Content and in all Products, associated systems and software relating
to the services provided by the Company to its customers from time to time
shall remain the property of the Company. The Affiliate shall not use the
Content in any way that is detrimental to the Company or the reputation or
Goodwill of the Company. The Affiliate shall not alter or modify, in any way,
the Content without the Company's prior written consent.
7.4. The Affiliate agrees that its Site shall not resemble in any way the
appearance and/or the general impression of the Company's website(s), nor will
the Affiliate create the impression that the Affiliate Site is the Company's
website(s), or any part thereof.
7.5. Upon termination of the Agreement between the Parties, each Party shall
return to the other Party all proprietary material or information and, as the
case may be, destroy in a manner acceptable to the other Party all remaining
copies of the same. Notwithstanding any disposition contrary to this Agreement,
the Affiliate acknowledges that - upon such termination - it shall not keep a
copy of the Content, the Database, Personal Data or Confidential Information,
and may not exploit, directly or indirectly, Company proprietary information,
materials or works.
8.1. Each Party represents and warrants to the other that it has and will
retain, throughout the Term, all rights, title and authority to accept the
terms of this Agreement. Each Party grants to the other Party all relevant
means to perform the obligations mentioned under this Agreement.
8.2. Each Party to this Agreement represents, warrants and undertakes to the
other that it has obtained and will maintain in force all necessary
registrations, authorisations, consents and licences necessary to fulfil its
obligations and that it fully complies with, and shall continue fully to comply
with, the conditions set out under article 3 and all applicable laws and
8.3. The Affiliate represents, warrants and undertakes that the Affiliate Site
shall not contain, or link to, any material which is defamatory, pornographic,
unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or
otherwise objectionable or discriminatory, violent, politically sensitive or
otherwise controversial or in breach of any third party rights.
8.4. The Affiliate must not deliberately provide facilities for gambling in
such a way as to appeal particularly to minors, for example by reflecting or
being associated with youth culture.
The Company makes no representation that the operation of its website will be
uninterrupted or error-free and the Company will not be liable for the
consequences of any interruptions or errors.
The Affiliate shall indemnify on demand and hold harmless the Company and each
of its associates, officers, directors, employees, agents, shareholders and
partners from and against any and all losses, demands, claims, damages, costs,
expenses (including without limitation consequential losses and loss of profit,
reasonable legal costs and expenses and VAT thereon if applicable) and
liabilities suffered or incurred, directly or indirectly, by Company resulting
from any breach, non-performance or nonobservance by the Affiliate of any of
the obligations or warranties specified under this Agreement.
11. LIMITATION OF LIABILITY
11.1. Neither Party shall be liable to the other for any loss of actual
or anticipated income or profits, for any special, indirect or consequential
loss or damage or any kind howsoever arising and whether caused by tort
(including negligence), breach of contract or otherwise, whether or not such
loss or damage is foreseeable, foreseen or known.
11.2. The Company's aggregate liability under or in connection with this Agreement,
whether in contract, tort (including negligence) or otherwise, shall not, in
any event, exceed the sum of the total monies paid by the Company to the
Affiliate over the 12-month period preceding the date on which such liability
11.3 The Affiliate agrees to indemnify the Company against all liabilities,
costs (including, without limitation, all reasonable legal costs), claims and
demands of the Company whatsoever and howsoever arising as a result of:
a breach of the warranties, representations and undertakings made by and
obligations of the Affiliate as described in this Agreement;
any loss, cost or liability arising from cancellation or interruption of the
display of the Content not caused by force majeure and that has not been
remedied within a reasonable amount of time and in any event within 5 days by
the Affiliate after receipt of a written notice from FPO Gambling Ltd.
12. CLOSURE OF A MARKET
The terms of this Agreement shall no longer be considered
applicable in the event the Company is obliged to leave a market due to market
condition changes, legal and/or regulatory changes. In such cases, the existing
customer accounts opened within that market can be closed.
13. TERM AND TERMINATION
13.1. The terms of this Agreement apply from the date the Company notifies the
Affiliate that its application has been successful in accordance with the
introductory provisions of this Agreement and shall continue thereafter unless
and until terminated according to this article 13.
13.2. The Company may terminate this Agreement immediately by written notice
the Affiliate commits a breach of its material obligations under this Agreement
and in the case of a remediable breach, fails to remedy it within 30 days of
the date of receipt of notice from the other;
the Affiliate becomes insolvent or is unable to pay its debts, proposes a
voluntary arrangement, has a receiver, liquidator, administrator or manager
appointed over the whole or any part of its business or assets or if any
application shall be presented, order shall be made or resolution passed for
its winding up (except for the purposes of a bona fide amalgamation or
reconstruction), bankruptcy or dissolution or if it shall otherwise propose or
enter into any composition or arrangement with its creditors or any class of
them, or it ceases to carry on business or if it claims the benefit of any
the Affiliate sells its business, or any part herein, and/or registers any
change of beneficial owner or in case the Purchasing Company's (specified under
article 3.5 of this Agreement) activities are either in conflict with the
Company's (for example the Affiliate Site is purchased by companies providing
the same or similar services ) or if its practices falls within article 8.3 of
the legal and/or regulatory situation in the market has changed or is in the
process of changing to such an extent that the objectives of the Agreement can
no longer be achieved and/or no longer correspond to the market reality;
if the Affiliate does not generate any new depositing players for three
if the Company suspects – and has reasonable proof - that the Affiliate is
engaging in illegal activities or has repeatedly breached the provisions this
13.3. The Affiliate may terminate this Agreement:
If it doesn't agree with the changes made to the Agreement and notified to them
by the Company.
If it doesn't agree with the changes made to the Reward Plan as a result of any
breach mentioned under article 3.9 of this Agreement.
However, the Affiliate's continued participation in the Program will constitute
binding acceptance to the changes mentioned above.
13.4. Notwithstanding articles 13.1, 13.2 and 13.3, either Party may terminate
the Agreement at any time by giving thirty (30) days written notice to the
13.5. Following termination of this Agreement, the Affiliate will only be
entitled to receive the outstanding Commission due as of the effective
termination date of this Agreement. However, the Company may reasonably
withhold the Affiliate's final payment to ensure that the correct amount is
paid. After such payment, the Affiliate will no longer be entitled to receive
any other Commission.
13.6. For any and all termination notices, delivery via e-mail is considered a
written and immediate form of notification.
14. GENERAL PROVISIONS
14.1. Unless otherwise provided for, this Agreement shall constitute the entire
agreement and understanding superseding any previous agreement - between the
Parties. Each Party acknowledges and agrees that by entering into this
Agreement, it does not rely on, and shall have no remedy in respect of, any
statement, representation, warranty, understanding, promise or assurance
(whether negligently or innocently made) of any person (whether Party in this
Agreement or not) other than as expressly set out in this Agreement. Nothing in
this article shall operate to limit or exclude any liability for fraud.
14.2. In no event will any delay, failure or omission (in whole or in part) in
enforcing, exercising or pursuing any right, power, privilege, claim or remedy
conferred by or arising under this Agreement or by the law, be deemed to be or
construed as a waiver of that or any other right, power, privilege, claim or
remedy in respect of the circumstances in question, or operate so as to bar the
enforcement of that, or any other right, power, privilege, claim or remedy, in
any other instance at any time or times subsequently.
14.3. The Affiliate shall not, without the Company's prior written consent,
assign at law or in equity (including without limitation by way of a charge or
declaration of trust), sub-licences or deals related to this Agreement or any
other rights under it, or sub-contract any or all of its obligations under it
or purport to do any of the same. Any purported assignment in breach of this
article shall confer no rights on the purported assignee.
14.4. If any of the provisions of this Agreement shall be found by any
authority to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the other provisions of this Agreement which shall remain in
full force and effect.
14.5. Any notice given or made to the Company under the terms of this Agreement
shall be sent via email to [email protected] and marked
for the attention of the Affiliate Manager (or as otherwise notified by the
Company). The Company shall send the Affiliate any notices given or made under
the terms of this Agreement to the email address provided by the Affiliate and
mentioned in its account. Any notice shall be deemed to have been received
within 24 hours of delivery. If the receipt occurs before 9.00 a.m. CET on a
Working Day, such notice shall be deemed to have been received on that specific
day. If such receipt occurs after 5.00 p.m. CET on a Working Day, or on any day
which is not a Working Day, the notice shall be deemed to have been received at
9.00 a.m. on the following Working Day.
14.6. Each Party undertakes that it will not at any time hereafter use, divulge
or communicate to any person, except to its professional representatives or
advisers or as may be required by law or any legal or regulatory authority, any
confidential information concerning the business or affairs of the other Party
or of any member of the group of companies to which the other Party belongs
which may have or may in future come to its knowledge. Each of the Parties
shall use its reasonable endeavours to prevent the publication or disclosure of
any confidential information concerning such matters.
14.7. Nothing in this Agreement is intended to or shall operate to create a
partnership between the Parties, or to authorise either Party to act as an
agent for the other. Neither Party shall have the authority to act in the name
or on behalf of the other Party or otherwise to bind the other Party in any way
(including but not limited to the making of any representation or warranty, the
assumption of any obligation or liability and the exercise of any right or
14.8. Neither Party shall make any announcement relating to the terms of this
Agreement nor its subject matter without the other Party's prior written
approval, except as required by law or by any legal or regulatory
14.9. The validity, construction and performance of this Agreement (and any
claim, dispute or matter arising under or in connection with it or its
enforceability) shall be governed by and construed in accordance with the laws
of Curacao. Each Party irrevocably agrees to submit to the exclusive
jurisdiction of the courts of Curacao over any claim or matter arising under or
in connection with this Agreement or the legal relationships established by
Parlour Affiliates © Copyright 2020. All rights reserved.
Version: 1.0 Date: 17. January 2020