WorldRefer Terms and Conditions
1.DEFINITIONS
For purposes of this Agreement, the following terms, when capitalized, shall have the listed meanings.
"Company" is defined as Colina Opuesta SA and all of its gaming brands, including Bet Horizon, Poker Joint, World Refer, and iGamestarter.
"Visitors" are users who are directed from Affiliate site (or sites) to the Company's websites, in return for the payment of commissions and referral bonuses as specified below.
"The Parties" means Colina Opuesta SA and the Affiliate collectively. "Party" means either of the Parties.
"Players" means all bettors referred to the Company by Affiliate.
"Gaming Revenue" means the revenue to the Company resulting from Casino bettor losses, Sports Book bettor losses, and/or associated Poker rake and tournament fees that players generate in a calendar month excluding any operating expenses. Gaming Revenue is net of any charge-backs, credit card fraud, bonuses, network fees and processing fees.
"Charge-back" is defined as an invalid, fraudulent or disputed card or debit payment.
"Intellectual Property" means any and all patentable and un-patentable inventions, copyrights, know-how and any other intellectual property right or confidential or proprietary information now owned by the Company relating in any way to its business or technology.
"Processing Fee" means a fee of 6% of all successful card deposits, charged by the Company and or any other deposit processing fees that must be reimbursed to a player by the Company at the Company's discretion.
"Bonus" means a credit given to Players and/or Visitors by the Company at no cost, as an incentive (usually upon sign-up). Bonuses may also be distributed as rewards to valuable players or as marketing/promotional tools, at the Company's discretion.
"Sub-affiliate" An affiliate referred by an existing affiliate. An existing affiliate may earn a percentage of a sub-affiliate's gaming revenue as long as said sub-affiliate is derived from non fraudulent methods.
2.SERVICES TO BE PERFORMED BY AFFILIATE
During the Term of this Agreement, Affiliate shall refer Players to the Company so that the Company may benefit from their gaming activities.
In the event that Affiliate has a website, Affiliate shall display a banner or banners provided by the Company on Affiliate's site as a hyperlink to direct Visitors from the site to the Company's sites, using distinct URLs supplied by the Company.
The Company's banners shall be displayed at least as prominently as any other sales link on the Affiliate site, and if the Affiliate displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Affiliate site, the Affiliate shall, subject to the Company's prior written approval of the content thereof, include similar descriptive information regarding the Company's sites.
3.DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL
The Company hereby grants to the Affiliate the non-exclusive, non-transferable, non-assignable rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, and display) the Company's banners, name, site name, and other related textual and graphic material provided by the Company. The copywriting of promotions may not be modified or misrepresented by the Affiliate.
4.OWNERSHIP OF INTELLECTUAL PROPERTY AND MARKETING MATERIALS
The Company owns, and shall continue to own exclusively, all right, title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to the Company's Intellectual Property and marketing materials, including all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein. Such ownership is applicable throughout the world and in perpetuity, subject to the permissions granted in this Agreement.
5.NON-EXCLUSIVITY
The nature of this Agreement is non-exclusive. The Affiliate may contract with other companies as an affiliate or marketing service provider, and the Company may use other affiliates to promote its brands.
6.LOSSES
The Affiliate shall at no time be held liable for losses incurred by the Company through the gaming activities of Visitors and/or Players. In the event of losses incurred by the Company as a result of wagering by Visitors and/or Players, such losses shall carry forward until the Affiliate account for such Visitors and/or Players is positive and justifies payment of Compensation to Affiliate.
7.TERM
The Term of this Agreement is one (1) year from the date of signature by the Parties. The Agreement will be continuous thereafter unless and until either Party notifies the other in writing that it wishes to terminate the Agreement.
8.TERMINATION
Either Party may terminate this Agreement after the initial term by providing ninety (90) days notice in writing. Upon termination:
· Affiliate must remove the Company's banner/s from the Affiliate site and disable any links from Affiliate site to the Company sites.
· All rights and licenses given to Affiliate in this Agreement shall immediately terminate.
· Affiliate will be entitled only to those unpaid fees, if any, earned by Affiliate on or prior to the date of termination. Affiliate will not be entitled to fees occurring after the date of termination.
· If Affiliate has failed to fulfill Affiliate obligations and responsibilities, the Company will not pay Affiliate the fees otherwise owing to Affiliate on termination.
· The Company may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid.
· If the Company continues to permit activity (generation of revenue) from Visitors and/or Players after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
· Affiliate will return to the Company any confidential information, and all copies of it in Affiliate possession, and Affiliate will cease its use of any trade names, trademarks, service marks, logos and other designations of the Company.
· Affiliate and the Company will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set forth in this Agreement. Termination will not relieve Affiliate of any liability arising from any breach of this Agreement which occurred prior to termination.
The Company may terminate this Agreement if it determines (at its sole discretion) that the Affiliate site is unsuitable. Unsuitable sites may include those that: exploit children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
9.ASSIGNMENT
Neither this Agreement nor any duties or obligations of the Affiliate shall be assigned without the prior written consent of Company.
10. CONFIDENTIALITY
Unless granted permission to the contrary by the Company, Affiliate shall hold in confidence all materials and information disclosed to it hereunder ("Confidential Information") whether disclosed verbally, in writing, electronically, visually or otherwise. All Confidential Information in tangible form (plans, writings, drawings, computer software and programs, etc.) or conveyed orally, shall be presumed to be proprietary to the Company at the time of delivery to Affiliate. Affiliate agrees (i) not to disclose such Confidential Information to any Person except to those who need to know such Confidential Information in connection with the conduct of the Company's business, and (ii) that it will not use such Confidential Information for any purpose other than in connection with the conduct of the Company's business pursuant to this Agreement.
11. STATE AND FEDERAL TAXES
An Affiliate is not an employee of the Company, the Affiliate is responsible for paying all required state and federal taxes for Affiliate compensation. In particular:
· Company will not make state or federal unemployment insurance contributions on Affiliate's behalf;
· Company will not withhold state or federal income tax from payments to Affiliate;
· Company will not obtain worker's compensation insurance on behalf of Affiliate;
· Company will not control the working hours of the Affiliate
12. OBLIGATIONS OF COMPANY
The Company agrees to comply with all reasonable requests of Affiliate, and provide access to all documents and information necessary to the performance of Affiliate's duties under this Agreement.
13. COMPENSATION
The Company agrees to pay Affiliate Gaming Revenue generated by Players referred by Affiliate. The Affiliate will be compensated according to the Company's tiered compensation plan. (see 13.1) Payment shall be made within fifteen (15) days of the end of the calendar month in which the Gaming Revenue of Players takes place. In the event that the Company experiences a net loss (rather than Gaming Revenue) in a particular month, those losses shall carry forward until the Company records Gaming Revenue from the subject Players. Payment shall be made by bank wire, or by which ever payment method the Company prefers to offer. Affiliates will be paid for the lifetime of reffered players as long as Affiliate refers at least 5 legitimate depositing players during a 3 month rolling period. If and 3-month period lapses and the Affiliate doesn't refer at least 5 players, the affiliate will forfeit the right to an future commissions on players referred previously an the Affiliate's account will be closed.
13.1 COMPENSATION PLAN
Gaming Revenue will be subject to commissions as calculated using the following tiered commission table:
- 25% - $1-$10,000
- 28% - $10,001- $20,000
- 31% - $20,001 – $30,000
- 35% - $30,001 - above
14. SUB-AFFILIATE FEES
Affiliate will be entitled to a referral fee of 5% of all Gaming Revenue generated by sub-affiliates that it refers to the Company.
15. SPAM AND EMAIL
Any form of spam generated by Affiliate's site in connection with the Company's products or services will result in Affiliate's account being closed and all funds due being withheld. The Company may be burdened with expenses in dealing with spam generated mail and these same expenses will be deducted from Affiliate's account should the Company seek recourse. In this instance the amount determined will be fair and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by Affiliate through its signature of this Agreement. Should these expenses not be covered by funds in Affiliate's account, the Company reserves the right to investigate other means for obtaining payment including filing a claim against Affiliate for unpaid amounts. Emails including the Company's promotional content must adhere to the following conditions:
· They must clearly display an unsubscribe feature at the bottom of the email.
· The Affiliate site name or company header must be clearly displayed in the email subject line.
· Emails must not be sent to people under the age of 18.
· Emails must not be sent to people who have not willingly entered their email address on the Affiliate site/s in order to receive promotional material.
16. LIMITED WARRANTY
The services of the Company are provided "as is." To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties express or implied, including, but not limited to, implied warranties of the Company's ability and fitness for a particular purpose, in relation to the Company's service, its use and the results of such use.
17. LIMITATION OF LIABILITY
The Company shall not be liable to Affiliate for: (i) any indirect, special, incidental or consequential damages of any sort arising out of the use of or inability to use the Company's services or any information provided on the Company's web sites, including, without limitation, damages for loss of goodwill, any lost profits, business interruption, loss of programs or other data, or (ii) any claim attributable to errors, omissions or other inaccuracies in the Company's web site(s). Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusion may not apply to Affiliate. In such jurisdictions, the Company's liability is limited to the smallest amount permitted by law. Affiliate agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement.
18. FORCE MAJEURE
Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such Party.
19. REPRESENTATIONS
The following representations are made by the Parties.
A. Company Representations
The Company represents and warrants that:
· The Company has the right to enter into this Agreement and to grant the rights and licenses granted herein; and
· The Company's software, and the reproduction, distribution, transmission, public performance and public display of the Company's marketing material in connection with the Affiliate website, do not: (i) invade the right of privacy or publicity of any third person; or (ii) contain any libelous, obscene, indecent or otherwise unlawful material.
B. Affiliate Representations
The Affiliate represents and warrants that:
· The Affiliate site has the right to enter into this Agreement;
· The reproduction, distribution, transmission, public performance and public display of the Company material as permitted herein, do not: (i) invade the right of privacy or publicity of any third person, (ii) infringe any patent, copyright or trademark right in any jurisdiction, and (iii) the Affiliate has received no notice of such invasion, violation or infringement of rights.
20. GENERAL PROVISIONS
A. Notices
Any notices to be given hereunder by either Party to the other may be effected by email or by mail, registered or certified, with return receipt requested. Mailed notices shall be addressed to the Parties at the addresses appearing in the introductory paragraphs of this Agreement, but each Party may change the address by written notice in accordance with this paragraph.
B. Entire Agreement
This Agreement supersedes any and all agreements, either oral or written, between the Parties hereto with respect to the rendering of services by Affiliate for Company and contains all the covenants and agreements between the Parties with respect to the rendering of such services in any manner whatsoever. Each Party to this Agreement acknowledges that no representation, inducement, promise, or agreement, orally or otherwise, has been made by either Party which is not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by the Affiliate and Company.
C. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
D. Arbitration
The Parties agree to submit any dispute to binding arbitration, if such dispute cannot be resolved between the Parties. The arbitrator shall be chosen by mutual consent; if no mutual consent is forthcoming, the Parties may mutually appoint an attorney who may then select the arbitrator without need for the Parties' approval of such choice. Arbitration shall take place in San Jose, Costa Rica.
E. Governing Law
This Agreement will be governed by and construed in accordance with the laws of Costa Rica.
F.Signatures
This Agreement may be signed in counterpart, but is valid only if signed and returned within seven (7) days of the date of signature by Colina Opuesta.
