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Términos y Condiciones de ZatAfiliados
These terms and conditions set out the agreement between our company, GdirectB2B Ltd (“GdirectB2B”, “Gdirect”, “theCompany”, “We” or “Us”), Company Reg. number 1530095 whose registered offic eaddress is at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, and the person set out on the registration page (“the Affiliate/s”,“Member/s”,“the Affiliate/s Member/s” or “you”).
GdirectB2B Ltd. has reached all the necessary agreements with Mediterranean Gaming Ltd. in order to develop and conduct this affiliate program.
Please read the following terms and conditions carefully in order to become a GdirectB2B Affiliates' Member. By accepting these terms and conditions you agree to comply and be bound by the rules laid out there in. Please note that your application to become a GdirectB2B Affiliate Member is subject to our approval. If you do not agree, or are not authorized to accept this agreement, you must not continue with the application process. Should you have any questions regarding these terms and conditions or regarding any other issue related to the Affiliate programme, please contact us at thefollowing e-mail address: afiliados@zat.es
1. GdirectB2B's obligations
1.1 Promotional links
1.1.1 GdirectB2B shall provide the Affiliate with the promotional links, which may be updated by us from time to time.
1.2 Payment
1.2.1 GdirectB2B shall pay the Affiliate according to the conditions established in clause 3.
1.3 Registration of the affiliate's user
1.3.1 GdirectB2B shall register the Affiliate's users (i.e. customers sent to our website through Affiliates who make a deposit in accordance to these terms and conditions). We reserve the right to reject users, or to cancel their accounts if necessary, in order to ensure the fulfilment of the terms andconditions set out on our websites. GdirectB2B reserves the right to with holdpayment to any Affiliate in relation to any account closed or cancelled under this clause.
2. Affiliate's obligations
2.1 Unique account
2.1.1 Upon acceptance to join our Affiliate programm, you are only allowed to create one unique Member account. No Member is allowed to create more than oneaccount.
2.2 Non-exclusive rights
2.2.1 The present agreement does not grant any exclusive rights or privileges to the Affiliate. Members shall not have any right to customers that have not been referred by them.
2.3 Online information and access to our promotions
2.3.1 As an Affiliate Member you will be entitled to online access to your account, which will permit you to obtain: i) links to the promoted sites; ii) several promotion resources (banners, mailers, etc); and iii) information about the users sent to the promoted sites.
2.3.2 During the term of this agreement, you shall prominently display them ostup-to-date links supplied to you by GdirectB2B, in a manner and location agreed between you and Us and you shall not alter the form,location or operation ofthe links without our prior written consent. If the Affiliate fails to display the links of the promoted sites, we may terminate this agreement immediately without notice.
2.3.3 The Affiliate agrees to give GdirectB2B all reasonable assistance in respect of the display, access to, transmission and maintenance of the links.
2.3.4 Affiliates are not permitted to bid on our brand terms or any variations around our brand terms. If at any point you are unsure as to which brand terms you are forbidden to use, you can request acomprehensive list of brand specific keywords from your Account Manager.
2.3.5 Affiliates are not, under any circumstances, permitted to use our display URLs fortheir search activity. All URLs used in all campaigns are registered to the GdirectB2B and therefore are not permitted for the use of any affiliates' search activity.
2.3.6 Affiliates may not use our trademarked brand terms within their ad copy without prior permission from GdirectB2B. This includes any headers and/or descriptions within the body of their ad texts aswell as any display URL.
2.4 Good Faith
2.4.1 The Affiliate will not generate artificial and/or fraudulent traffic. GdirectB2B reserves the right to retain and to not pay any amount that we consider has been generated in an artificial and/or fraudulent way.
2.4.2 In the case of affiliates with CPA agreements, neither you nor yourdirect relatives are eligible to become customers of our sites and you shall not be entitled to receive any payment or remuneration fromus for the referral of such relatives or friends. Direct relatives in this context shall include your spouse, partner, parent, child orsibling.
2.4.3 The Affiliate shall ensure that no link of the promoted sites will beplaced on websites aimed at persons under the age of 18 years.
2.4.4 The Affiliate is not entitled to offer any person or entity any consideration or incentive for using, directly or indirectly, the promoted sites.
2.4.5 The Affiliate shall not: i) in any way modify, redirect, suppress or substitute the operation of any button, link, or of any other interactive feature of the promoted sites; ii) engage in transactions o fany kind on the promoted sites on behalf of any third party, or authorise,assist or encourage any other person or entity to do so; noriii) take any action that could reasonably cause any end-user confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring.
2.4.6 In general terms, the Affiliate shall not beallowed to provide itsservice in a different way to what is established in this agreement without GdirectB2B’s prior and written consent.
2.4.7 In the event that GdirectB2B discovers that the Affiliate is not incompliance with the terms of this agreement, or takes any action which would put GdirectB2B in breach of any advertising codes applicable, or takes any action that would put GdirectB2B in breach of any regulation laid down by the Lotteries and Gaming Authority of Malta (LGA),the company will be entitled to take such measures as to render inoperative the links used by you and immediately terminate thisagreement without notice to you.
2.5 Confidentiality
2.5.1 For the term of this agreement and 1 year after, the Affiliate may receive confidential information in relation to business, operationsor technology. The Members specifically agree not to reveal confidential information to third parties, unless they have previous written authorization from GdirectB2B.
3. Payment
Casino sites
3.1 You shall be entitled to indicate, on your application form to join GdirectB2B’s Affiliate programme, which payment option you prefer. If you would prefer to receive a share of the Revenue (as defined below) then such monies shall be dealt with in accordance with clause .
3.2 If you have indicated on your application form that you wish to receive a share of the Revenue, then GdirectB2B shall pay you (in accordance with the provisions of clause 3.6) the currently published percentage (as detailed on the commission page of your GdirectB2B's Affiliate account) of Revenue Share (as defined below) received duringthe term of thisagreement.
3.3 "Revenues Share" shall mean all grossmonies received by GdirectB2B from customers through GdirectB2B's promoted casino websites, less monies paid out to customers as winnings, less costs. These costs cover all of the following:
(i) monies paid in the form of duties or taxes orother statutory deductions or payments to licensing authorities;
(ii) charges levied by electronic payment or credit card organisations;
(iii) bad debts;
(iv) the cost of free chips or bonuses provided to customers as a promotionalor marketing activity.
(v ) broadcasting expenses.
3.4 If you have indicated on your application formthat you wish to receive CPA, then GdirectB2B shall pay (in accordance with theprovisions ofclause 3.6) a CPA payment, in accordance with the agreed CPA commission,inclusive of VAT if applicable, i.e. - you will receive an agreed amount when any of your players make their first deposit. Players must placeat least 50% of their deposit through the table before the CPA will bepaid. GdirectB2B will be able to notaccept costumers if,under GdirectB2B's sole criteria, the costumer is maintaining a fraudulent and/or artificial behaviour.
3.5 Loyalty/Incentive sites will automatically be considered as Revenue Share agreements. GdirectB2B shall select those Affiliates that can beconsidered potentially ideal. In those cases, the agreement will beassessed and where the quality of traffic and player behaviour is satisfactory then a CPA agreement can be entered in to.
3.6 GdirectB2B shall provide you with statements accessible through the website (campaign statistics) detailing the number of customers and your share of net Revenues and/or CPA Payments (as appropriate),if any, which have accrued to you over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, GdirectB2B shall record your total share of net Revenues and/or CPA Payments (as appropriate), if any, during the previous calendar month.In the event that a RevenueShare in any calendar month is a negative amount, it will not be carried forward to the next month. If a RevenueShare does not exceed 100 €, GdirectB2Bshall be entitled to with hold and carry forward such sum until the end of thefirst calendar month inwhich the Revenue Share (including such carried forward sum) exceeds 100€, at which time payment shall be made in accordance with clause 3.6. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than 100 € in any given month. Also, if an Affiliate fails to bring new depositing customers to a promoted website site over a period of three consecutive months, the Affiliate will cease to generate Revenue Share by players brought until that time.
3.7 Subject to clause 3.5 above, at the end of a calendar month, you may raise an invoice for the relevant Revenue Share payable by GdirectB2B or its partners to you, which shall be paid within 45 days of receipt by GdirectB2B. However, raising an invoice is not a requirement by you as the relevant Revenue Share payable by GdirectB2B to you shall be automatically raised and paid out (in accordance with clause 3.5) within 60 days of the end of the relevant calendar month. Such Revenue Share shall be paid in euros, inclusive of VAT, if applicable.
3.8 If an error is made in the calculation of your share of the Revenue Share, GdirectB2B reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by toyou (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from timeto time). Net Revenues received in currencies other than euros shall be converted in accordance with GdirectB2B's standard currency exchange policy. All payments shall be made inclusive of VAT, if applicable.
Bingo sites
3.9 You shall be entitled to indicate, on your application form to join GdirectB2B's Affiliate programm, which payment option you prefer. If you would prefer to receive a share of the Revenue (as defined below) then such monies shall be dealt with in accordance with clause 3.10. If you indicate that you would like to receive CPA payment (as defined below) then such monies shall be dealt with in accordance with clause 3.11. We will also consider entering into hybrid agreements, which will be arranged separately to these standard terms.
3.10 "Revenues Share" means all gross monies received from customers in deposits less payouts.
3.11 If you have indicated on your application form that you wish to receive CPA payment, then GdirectB2B shall pay a CPA payment,in accordancewith the agreed CPA commission, inclusive of VAT if applicable,i.e. -you will receive an agreed amount when any of your players maketheirfirst deposit. Players must place at least 50% of their deposit through the table before the CPA will be paid. GdirectB2B will be able to not accept costumers if, under GdirectB2B’s sole criteria, the costumer is maintaining a fraudulent and/or artificial behaviour.
3.12 GdirectB2B shall provide you with statements accessible through the website (campaign statistics) detailing the number of customers and your share of net Revenues and/or CPA Payments (as appropriate),if any, which have accrued to you over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, GdirectB2B shall record your total share of net Revenues and/or CPA Payments (as appropriate), if any, during the previous calendar month.In the event that a Revenue Share in any calendar month is a negative amount, it will not be carried forward to the next month. If a Revenue Share does not exceed 100€, GdirectB2B shall be entitled to with hold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 100€. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than 100 €in any given month. As well, if an Affiliate fails to bring new depositing customers to a promoted website over a period of three consecutive months, the Affiliate will cease to generate Revenue Share by players brought until that time. If you have indicated on your application form that you wish to receive CPA payment, then GdirectB2B or its partners shall pay a CPA payment, as detailed on the commission web site http://www.zatafiliados.com/comisiones_bingo_webmaster.html, inclusive of VAT if applicable.
3.14 At the end of a calendar month, you may raise an invoice for the relevant Revenue Share payable by GdirectB2B to you, which shall be paid within 45 days of receipt by GdirectB2B of such invoice. However, raising an invoice is not a requirement by you as the relevant Revenue Share payable by GdirectB2B to you shall be automatically raised and paid out within 60 days of the end of the relevant calendar month. Such Revenue Share shall be paid in euro, inclusive of VAT if applicable.
3.15 If an error is made in the calculation of your share of the Revenue Share, GdirectB2B reserves the right to correct such calculation at anytime and toreclaim from you any over payment made by GdirectB2B to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time). Net Revenues received in currencies other than Euro shall be converted in accordance with GdirectB2B's standard currency exchangepolicy. All payments shallbe made inclusive of VAT, if applicable.
3.16 You can consult our commission web site applicable to casino and bingo Affiliates at http://www.zatafiliados.com/comisiones_bingo_webmaster.html.
4. Intellectual property
GdirectB2B grants you a non-exclusive and worldwide license to display GdirectB2B’s brand features and its related content during the term of this agreement and in accordance with what is established through the agreement. All intellectual property rights and any goodwill arising in the links and in all the promoted sites, associated systems and software relating to the services provided by GdirectB2B to its customers from time to times hall remain the property of GdirectB2B. The only intellectual propertyrights thatthe Member obtains are those ones inherent to this agreement.
5. Representations, warranties andindemnity
5.1 The Affiliate hereby represents and warrants toGdirectB2B that: -
(i) the Affiliate has sufficient authority to enter into this agreement;
(ii)the Affiliate’s website used for the services agreed under this agreement does not and will, at all times, not infringe any copyright,trade secret,trademark, or other personal or proprietary right, held byany third party;
(iii) the Affiliate’s website does not, and will not, contain any messages,data, images or programmes which are, by law,defamatory, obscene, profane or pornographic.
5.2 The Affiliate will indemnify GdirectB2B and its partners from and against any loss, claim,liability,damage, action or cause of action (including, without limitation,reasonable attorneys’ fees) brought against GdirectB2B by a third party(including without limitation any tribunal, regulatory authority or other competent body having relevant jurisdiction in any jurisdiction) suffered or incurred, directly or indirectly, by GdirectB2B inconsequence of any breach by you of this warranty.
6. Disclaimer
GdirectB2B makes no representation that the operation of the promoted websites will be uninterrupted or error-free and we will not beliable for the consequences of any interruptions or errors.
7. Exclusion of liability
7.1 NOTHING IN THIS CLAUSE SHALL LIMIT GDIRECTB2B'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM GDIRECTB2B’S NEGLIGENCE OR FOR FRAUD.
7.2 GDIRECTB2B SHALL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR INANY OTHERWAY FOR: -
I) LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS;
II) ANY LOSS OF GOODWILL OR REPUTATION;
III) ANY INDIRECT OR CONSEQUENTIAL LOSSES;
IV)IN ANY CASE, WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATIONOFTHE PARTIES AT THE DATE OF THIS AGREEMENT, OR ANY OTHER MATTER UNDERTHISAGREEMENT.
7.3GDIRECTB2B’S LIABILITY SHALL NOT, IN ANY EVENT,EXCEED THE SUM OF THETOTAL MONIES PAID BY US TO YOU OVER THE 6 MONTH PERIODPRECEDING THEDATE ON WHICH SUCH LIABILITY WAS ACCRUED.
8. Term and termination
8.1 This agreement shall start on the date that we notify you that your application has been successful.
8.2 Either party ("Non-Defaulting Party") may bring the term to anend with immediate effect by written notice to the other party ("Defaulting Party") if:
i) the Defaulting Party commits a breach of its material obligations under this agreement and in the case of aremediable breach, fails to remedy it within 15 days of the date of receipt of notice from the other;
ii) the Defaulting Party becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, or if any petition 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),bankruptcyor dissolution or if it shall otherwise propose or enter in to 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 anys tatutorymoratorium.
8.3 Either party may terminate this agreement on delivery of four weeks' priorwritten notice to the other party.
8.4If you do not deliver one (1) new customer registration within a periodofthree months (billed months) we may terminate this agreementimmediately bydelivery of written notice to you.
8.5 Each party shall forthwith give notice in writing to the other party of anyevent.
8.6Without prejudice to clause 8.4, we reserve the right to terminatethisagreement at any time and for any reason immediately by delivery ofwrittennotice to you.
8.7 The parties shall have no furtherobligations or rights under thisagreement after the end of the term,without prejudice to any obligations orrights which have accrued toeither party at the time when the agreement endssave those otherclauses the survival of which is necessary for theinterpretation orenforcement of this agreement, shall continue to have effectafter theend of the term.
8.8 At the end of the term, you will have to remove all the authoring marketingtools, and all the links of the promoted sites.
8.9 At the end of the term: -
i) all the rights and licenses given to the Member in this agreement, willarrive to an end immediately;
ii) you will have no right to receive further payments.
8.10GdirectB2B reserves the right to deduct, from the last payment, thepossibleamounts that any breach of contract has generated.
9. Other disposals
9.1 This agreement replaces all previous terms andconditions of our Affiliate programme.
9.2We may change all or any part of this agreement at any time. Notice ofanychanges will be given by message to your email address 5 days inadvance of anysuch changes. If you do not agree to the changes youshould terminate thisagreement in accordance with its terms. We willpublish details of any changesto the terms and conditions. Yourcontinued participation in our Affiliateprogramme after we have postedthe changes will constitute binding acceptanceof such changes.
9.3In no event will any delay, failure or omission (in whole or in part)inenforcing, exercising or pursuing any right, privilege, power, claimor remedyconferred by or arising under this agreement or by law, bedeemed to be orconstrued as a waiver of that or any other right,privilege, power, claim orremedy in respect of the circumstances inquestion, or operate so as to bar theenforcement of that, or any otherright, power, privilege, claim or remedy, inany other instance at anytime or times subsequently.
9.4 You shall not without the priorwritten consent of GdirectB2B assign at lawor in equity (includingwithout limitation by way of a charge or declaration oftrust),sub-license or deal with this agreement or any rights underthisagreement, or sub-contract any or all of its obligations under it,or purportto do any of the same. Any purported assignment in breach ofthis clause shallconfer no rights on the purported assignee.
9.5 Ifany of the provisions of this agreement should be invalid orineffectiveor become invalid or ineffective, such invalidity shall noteffect or impairthe validity of the other provisions of this agreement.The invalid orineffective provision shall be replaced by a validprovision which incorporatesthe economic intent and purpose of theinvalid or ineffective provision to theextent possible. This provisionshall also apply if the agreement contains agap which requires anappropriate provision shall remain in full force andeffect.
10. Governing law and disputeresolution
10.1The validity and interpretation of this agreementshall be governed andconstrued in all respects exclusively by the laws of Malta.
10.2The parties shalluse their best endeavours to negotiate in good faithand settle amicably and asquick as possible any dispute or differencebetween the parties or any of themrelated to this agreement or a breachof it.
10.3 If no settlement can be reached through consultationwithin thirty (30)natural days after either party has given writtennotice to the other party ofthe existence of a dispute under thisagreement, the matter may, at theelection of any party, be broughtbefore the competent Court of Malta, whichCourt shall have exclusivejurisdiction over any disputes or differences.
10.4 If any of theprovisions of this agreement should be invalid orineffective or becomeinvalid or ineffective, such invalidity shall not effector impair thevalidity of the other provisions of this agreement. The invalidorineffective provision shall be replaced by a valid provisionwhichincorporates the economic intent and purpose of the invalid orineffective provisionto the extent possible. This provision shall alsoapply if the agreementcontains a gap which requires an appropriateprovision. On approval, theAffiliate accepts the terms and theconditions of this agreement, signing thebox in the REGISTER section.