Affiliate Agreement
HAVING NOTED THAT:
- Euro Gaming N.V. (hereinafter referred to as 'Clubmeter')
provides online gaming services through its website clubmeter.com;
- Clubmeter has developed an affiliate programme through which affiliates
can easily let their website visitors make use of the services provided on
the website clubmeter.com;
- the Affiliate has indicated that he/she wants to make use of the affiliate
programme;
- the parties wish to determine their mutual obligations and responsibilities
with regard to the affiliate programme by means of this agreement
THE FOLLOWING HAS BEEN AGREED:
Article 1. Definitions
The following terms shall have the meanings defined below, both in the singular
and the plural, when written with a capital letter.
Affiliate Site: the Affiliate's website(s), from where a link has
been placed with permission from Clubmeter;
Services: Clubmeter's various services in the field of online gaming,
including the provision of online games of chance on the website clubmeter.com;
Link: a link or other electronic connection that directs Internet users (when
they click through) to the clubmeter.com website, including any promotional
text on the Affiliate Site;
Agreement: this agreement.
Article 2. Appointment as an Affiliate
2.1 Clubmeter hereby names the Affiliate as one of its affiliates, and the
Affiliate accepts this appointment.
2.2 Clubmeter will make the Link available that the Affiliate can put on his/her
Affiliate Site. Visitors to the Affiliate Site can use this Link to get to
the clubmeter.com website simply.
2.3 The Affiliate shall always make it clear that he/she is acting as an independent,
separate party. This Agreement shall not be deemed to create any form of legal
relationship that goes beyond the rights and obligations that the Parties
accept with respect to each other within this Agreement. In particular, although
not limited to these, this Agreement shall not be deemed to create any joint
venture, agency or employment relationship.
2.4 The Affiliate is not authorized to make agreements on behalf of Clubmeter
or to accept or take on obligations or liabilities on its behalf with respect
to third parties.
Article 3. Rights of use
3.1 Insofar as required for the purposes of carrying out this agreement only,
Clubmeter grants the Affiliate a non-exclusive and non-transferable right
to use the Link and the Clubmeter name, including the associated logos, for
the duration of the Agreement.
3.2 When making use of the said rights, the Affiliate shall take into account
all instructions, directions and regulations given by Clubmeter.
Article 4. Affiliate's obligations
4.1 The Affiliate is responsible for placement and presentation of the Link.
4.2 The Affiliate shall do his/her utmost to draw attention actively and effectively
to the Link and to the Services.
4.3 If the Affiliate places information about the Services on the Affiliate
Site, he/she shall ensure that such information agrees with the information
on the clubmeter.com website.
4.4 The Affiliate shall refrain from statements and behaviour that could be
disadvantageous for the reputation of and the good will towards Clubmeter.
4.5 The Affiliate shall bear all costs associated with his/her own promotional
activities for the Services.
4.6 The Affiliate shall not place any unlawful, criminal, illegal or immoral
information on the Affiliate Site and shall additionally not participate in
any activities that infringe the intellectual property rights or other rights
of third parties, or that are unlawful or punishable by law. This includes
but is not limited to the following activities:
- infringement of copyright on protected works or other activities incompatible
with the intellectual property rights of third parties;
- publication or distribution of child pornography;
- publication or distribution of offensive, violent, discriminatory or otherwise
illegal content.
4.7 If the Affiliate receives a Clubmeter username and password as part of
the affiliate programme, then he/she should keep these safe and use them carefully.
If theft of the username and password is suspected, the Affiliate must report
this immediately to Clubmeter, so that Clubmeter can cancel the Affiliate's
account or take other appropriate measures. The Affiliate is responsible for
all damages suffered by Clubmeter resulting from misuse or theft of the username
and the password.
Article 5. Rights and obligations of Clubmeter
5.1 Clubmeter reserves the right to offer its Services in any form and to
modify or cease to provide (part of) its Services at any moment it sees fit
without prior permission from the Affiliate.
5.2 Clubmeter shall inform the Affiliate if it decides to make strategic alterations
to its policy.
5.3 Clubmeter shall make every effort to keep the availability of the clubmeter.com
website as high as possible. Clubmeter can however not guarantee unrestricted
accessibility for the clubmeter.com website, nor that it shall be possible
to make uninterrupted used of the Services.
Article 6. Remuneration and payment
6.1 The remuneration for the Affiliate is based on a percentage of the net
proceeds achieved from customers using the Services who have arrived via the
Link on the Affiliate Site concerned.
6.2 A customer is regarded as having been provided through the Link on the
Affiliate Site if they arrived at the clubmeter.com website through the Link
on the Affiliate Site during the 24 hours preceding their registration and
if they did not arrive at the website concerned in the intervening period
by means of a link on a site belonging to other Clubmeter affiliates.
6.3 The actual remuneration percentage is 20% of the monthly net proceeds
from the customers concerned, who use the Services and arrived by means of
the Link on the Affiliate Site concerned.
6.4 This percentage can rise through a series of bands to a maximum of 30%
of the net proceeds, as given in Appendix I of this Agreement, up to a maximum
of € 100,000 per month. If the remuneration exceeds € 100,000 per
month, the parties shall conclude an additional agreement.
6.5 The total remuneration owed by Clubmeter to the Affiliate shall be calculated
on a monthly basis and shall be paid within 6 weeks of the end of that month.
If the remuneration is less than € 50 per month, the payment shall be
held back until it has accumulated to more than € 50.
6.6 A detailed specification shall be provided along with the remuneration,
based on the net monthly proceeds from the customers attracted, corrected
by chargebacks and/or credits to Clubmeter customers.
6.7 The remunerations as covered in this article shall be calculated based
upon the payments that Clubmeter has actually received from its clients.
Article 7. Changes to terms and conditions and to rates
Clubmeter has the authority to change the terms and conditions of this agreement
and the remunerations. Clubmeter shall not bring such changes into effect
less than two months after having informed the Affiliate about them in writing
or by email. If the Affiliate does not agree to any such change, he/she has
the right to terminate this Agreement, either in writing or by email, from
the date that the change comes into effect.
Article 8. Intellectual property rights and domain names
8.1 All intellectual property rights (taken to include but not to be limited
to the brand name, rights of authorship, databank rights with respect to the
Link, the clubmeter.com website and/or anything else related to the Services
in any way) shall reside with Clubmeter and/or its suppliers and licence providers.
Nothing in this Agreement shall be deemed to involve any form of transfer
of any intellectual property rights to the Affiliate.
8.2 The Affiliate is not permitted to delete or alter any indications concerning
the intellectual property rights mentioned in the previous paragraph.
8.3 The Affiliate shall refrain from directly or indirectly registering or
requesting legal protection for the intellectual property rights mentioned
in paragraph 1 of this article or for any rights deriving from them such as
domain names, and shall also refrain from any other activities that could
be damaging to the said intellectual property rights and/or the Services.
Article 9. Confidentiality
The parties acknowledge that they will acquire confidential information about
each other as part of this Agreement. The parties undertake not to disclose
these confidential details. The parties shall not make these details publicly
available and/or reproduce them at any time during the lifetime of this Agreement
or after termination of this Agreement without the prior written permission
of the other party.
Article 10. Liability
10.1 The Affiliate is entirely responsible and liable for the content, development,
maintenance and functioning of the Affiliate Site.
10.2 The Affiliate declares that he/she possesses all the permits, licences,
etc. required for the normal and lawful running of the business and that he/she
is compliant with all the legal stipulations for exploiting his/her website
and carrying out his/her obligations deriving from this Agreement.
10.3 The Affiliate absolves Clubmeter of all claims made against Clubmeter
relating to obligations that could reasonably be seen as being related to
this Agreement that result from shortcomings on the part of the Affiliate
or any third party acting on his/her behalf.
10.4 Clubmeter is never liable for direct and/or indirect damages as a result
of the clubmeter.com website and/or anything related in any way to the Services
or the Link not working properly and/or without interruptions. Such damages
shall be taken to include inter alia consequential damages and loss of revenue
due to the net returns being less than anticipated or zero.
10.5 Clubmeter is only liable for direct damages as a result of deliberate
action or gross negligence on its part. The total liability can never exceed
the total amount that the Affiliate has received up to that point from Clubmeter
deriving from this Agreement, with a maximum of € 25,000 (twenty-five
thousand euros).
Article 11. Duration and termination
11.1 The Agreement comes into effect from the moment that it has been signed
by both Parties and is entered into for a period of one year. Cancellation
at intermediate points is not possible. After this period, the Agreement shall
be automatically extended for one year unless one of the Parties terminates
the Agreement by registered letter, allowing for a notice period of three
months.
11.2 Notwithstanding its other rights, Clubmeter has the right to terminate
the Agreement if the Affiliate, after having received a proper written notice
of default allowing for a reasonable period for correction of the shortcoming,
can be held accountable for shortcomings in the actual obligations deriving
from this agreement.
11.3 Clubmeter has the right to cancel the Agreement partially or in its entirety
with immediate effect and without a written notice of default if:
- the Affiliate has requested a suspension of payments;
- bankruptcy has been requested or declared for the Affiliate;
- the Affiliate's activities have a negative effect on the good will
or reputation of Clubmeter;
- the Affiliate is no longer promoting Clubmeter's Services using the
Link or by any other means; and/or
- the Affiliate is in any way involved with the (unrequested) initiation of
any form of commercial communication (spam) by means of email, fax, SMS, MMS,
post or other means.
11.4 When the Agreement is cancelled on grounds other than those covered by
paragraphs 2 and 3 of this article, the Affiliate shall receive the remuneration
described in article 6 of this Agreement for a period of 4 months.
11.5 When the Agreement is cancelled for any reason whatsoever, the legal
rights of use as described in article 3 are terminated. The Affiliate shall
remove the Link and the clubmeter.com name, including associated logos, from
the Affiliate Site without delay.
Article 12. Miscellaneous
12.1 The Agreement contains the correct and complete version of the agreements
made between the Parties and replaces all earlier agreements made in any way
whatsoever with respect to the affiliate program.
12.2 All modifications and additions to the Agreement must be agreed upon
in writing and must be signed by both Parties.
12.3 If any stipulation from the Agreement is deemed to be unlawful, invalid
or otherwise unenforceable, then the Parties shall by mutual agreement produce
a new stipulation that approximates the content and intention of the old stipulation
insofar as this is possible, without itself being unlawful, invalid or otherwise
unenforceable.
12.4 The Affiliate is not authorized to transfer any of his/her rights or
obligations deriving from the Agreement to a third party without prior written
permission from Clubmeter.
Article 13. Applicability in law and jurisdiction
13.1 The Agreement and any disputes arising from it shall be handled under
Curaçao law.
13.2 All conflicts arising from the Agreement or related to it shall be dealt
with exclusively by the competent legal authorities in Curaçao.
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