Điều khoản và Điều kiện
Please read this Agreement carefully before you accept it. Once you accept this Agreement it becomes binding upon you / the organization (‘Partner Company’) that you represent. If you do not have the right to represent the Partner Company of it you do not wish to accept all the terms and conditions of this Agreement, then you must not accept this agreement, you must not complete the Registration Form and you must not link to the Service (as defined below) OR, if you already have done so, you should contact us immediately.You should print and store this Income88 Affiliate Agreement and the complete the Affiliate Signup Form.
1. General provisions
1.1. This Agreement is between Income88 and the individual or entity stated as ‘Partner Company’ in the Affiliate Signup Form.
1.2. Reference to the ‘Partner Company’ or ‘you’ or ‘your’ is a reference to the entity or person stated in the Affiliate Signup Form under ‘Beneficiary’ in the ‘Company / Organization’ title.
1.3. The information provided in the Affiliate Signup Form is not true or not correct or if the person submitting the Affiliate Signup Form is not authorized to act on behalf of the Partner Company, then without prejudice to any other actions that may be available to AL, the person submitting the Affiliate Signup Form shall be bound by this Agreement and all the references to ‘Partner Company’ in this Agreement shall be references to the person who submitted the Affiliate Signup Form and/or on whose behalf the said Form is submitted
1.4. You declare that you are over 18 years of age.
1.5. You and the Partner Company declare and warrant that the information that you provided in the Affiliate Signup Form is true, complete and correct. You shall notify Income88 immediately of any change in the information provided in the Affiliate Signup Form.
1.6. You agree that Income88 may, at its discretion, carry out verification checks of you and require you to provide certain documents for verification purposes. You agree that you will, when requested, promptly provide documents for the purposes of proof of identity, proof of residence and address, proof of age as may be necessary, in particular:
where the Partner Company is a physical person, you will provide upon request a copy of the official identification document with your photo, document proving your age and your address (such as a utility bill or a bank statement showing your name and address); or
in all other cases you will provide a copy of the certificate of incorporation or similar, statue or constituting documents showing shareholders and directors of the entity, certificate of good standing or similar, utility bill or bank statement showing the company name address.
1.7. The Agreement becomes binding upon the Partner Company / you once you indicate in the Affiliate Signup Form of your acceptance of this Agreement and / or link to any part of the Service as defined in clause 2 of this Agreement.
1.8. This Agreement may be amended from time to time by Income88 by notifying the Partner Company either by email or by posting a new version of the Agreement on Income88’s website. In case of an amendment dealing with changes of legislation or regulatory policies, security requirements, detection or prevention of illegal activities (such s fraud) or similar matters, the amendments shall become binding on you immediately upon notification. In other cases an amendment becomes binding after 7 days from notification. It is your sole responsibility to check Income88’s website to ensure that you are aware of the latest version of the Agreement. If an amendment to this Agreement is not acceptable to you, your sole remedy is to terminate this Agreement. Your continued acting under this Agreement and/or promoting the Service signifies your approval and acceptance of the amendment.
1.9 You undertake to carry out your obligations under this Agreement only for the commercial purposes intended herein, i.e. to promote the Participating Sites, and for no other purpose whatsoever (whether for hedging purposes of otherwise).
1.10 Unless explicitly stated otherwise in any of the supplementary rules, in case of any discrepancy between the supplementary rules and the above-mentioned Income88 Affiliate Agreement, the provisions of this Income88 Affiliate Agreement shall prevail.
2. Definitions and interpretation
2.1. In this Agreement the following words and phrases shall have the meaning stated below:
2.1.1. “Agreement” means this Income88 Affiliate Agreement, as may be modified, the Affiliate Sign-Up Form and all supplementary rules (which include rules, policies, guidelines) that may be provided by Income88 from time to time by email or generally on Income88’s website www.Income88.com or by a link to another website, which all form an integral part of this Agreement
2.1.2. ‘Service’ under this Agreement means any service offered on any of the Participating Site(s) as defined below.
2.1.3. ‘Participating Site(s)’ means
(a) all sites mentioned on the Income88 website; are website(s) Income88 is authorized to promote.
Additional websites may be added by Income88 and you can accept to promote them by expressly activating your account for these websites. Once you do so, such additional website will be automatically included as the “Participating Site” under this Agreement.
2.1.4. “Income88 Brands” shall mean brands, trademarks and trade names promoted by Income88 or any of the participating sites on Income88, including the brand ‘Income88’ and related trademarks.
2.1.5. “Player” means any person using the Service of any of the Participating Sites
2.1.6. “Referred Player” means any Player, not being a Player previously registered at any of the Participating Sites, who as a result of an independent effort of the Partner Company, (1) has been referred to any of the Participating Sites by the Partner Company, and (2) has properly registered and opened an account with any of the Participating Sites, and (3) has been verified and accepted as a Player at any of the Participating Sites, and (4) has fulfilled any qualification conditions as may be prescribed by the partnering sites operating the Service, and (5) has made the first real money deposit into the said account, as determined solely by Income88 on the basis of information registered on the relevant Participating Site’s or Income88’s system, and (6) has not become a Dormant Player. For the avoidance of doubt, once the Player becomes a Dormant Player, he/she permanently ceases to be a Referred Player under this Agreement;
2.1.7. “Players’ Data” shall mean any information about Players, whether arranged in a database or otherwise, including but not limited to their contact data and other personal data, and “Player’s Data” shall be construed accordingly;
2.1.8. “Partner Commission” shall mean the amount due to the Partner Company for the services rendered under this Agreement, calculated as provided in clause 5 of this Agreement.
2.1.9. ‘Partner Website’ shall mean the website or websites stated under ‘Website’ in the Affiliate Signup Form and as may be added or amended from time to time.
2.1.10. ‘Partner Services’ the services undertaken under this Agreement by the Partner Company as stated in clause 3.1. herein
2.1.11. ‘Commission Account’ shall mean the account that the Partner Company opens on Income88, as may be decided by Income88, into which the Partner Commission is paid to the Partner Company.
2.1.12. “Net Revenue” for any particular period of time shall mean Gross Revenue for the same period of time less license fees, betting and gaming taxes, payment costs, bonuses and/or loyalty bonuses, jackpot contribution, rake backs given to the Referred Players and chargebacks/refunds
2.1.13. Gross Revenue” for any particular period of time shall mean the real money revenue generated by the Referred Players as a result of them using the Service on the Participating Sites.
2.1.14. “Partner Brand” shall mean a brand, trademark, trade name or a domain name, being operated in any way of correlation to the Participating Sites, as may be amended from time to time by Income88.
2.1.15. “Dormant Player” shall mean a Player who, after becoming a Referred Player, has not made any more real money deposit into his player account with any of the Participating Sites.
2.2. Clause headings are for information purposes only.
3. Rights and Obligations of The Partner Company
3.1. The Partner Company shall carry out marketing, advertising and promotion of the Participating Sites and refer prospective Referred Players to the Participating Sites via the Partner Website (“Partner Services”) in accordance with the terms and conditions of this Agreement.
3.2. The Partner Company shall perform Partner Services actively, effectively, with the best of its ability with the view of making the Service a successful long-term venture and maximizing the benefit for Income88 and the Partner Company.
3.3. The Partner Company shall provide space for banners and links promoting the Service on the Partner Website and, if approved by Income88, on other websites and media channels.
3.4. Unless specifically agreed otherwise, all marketing material to be used by the Partner Company for carrying out the Partner Service shall be provided by Income88 at no cost to Partner Company.
3.5. Subject to its obligations under clauses 3.6, 3.7, 3.8, 3.10, 3.11 and 3.14 Partner Company shall carry out its Partner Services as it deems appropriate and effective. The Partner Company shall be solely responsible for the manner in which the Partner Services are carried out and, in respect of marketing material not provided by Income88, for the content of the said marketing material.
3.6. For any content of any promotion, advertising or marketing done by the Partner Company using any of the Brands promoted by Income88, whether by way of banners, adverts or otherwise, the Partner Company shall at all times obtain and maintain a prior written approval from Income88. In case marketing material provided by Income88, the provision of such material shall be considered as approval to use such material.
3.7. The Partner Company shall conform and adhere to laws, good practice and good business conduct applicable to the Partner Company, to the operation of the Partner Company’s websites, including the Partner Website, and to the activities carried out by the Partner Company under this Agreement in the geographical markets where Partner Company carries out its activities under this Agreement or which are targeted by the Partner Company.
3.8. Without prejudice to the generality of clause 3.7 above, the Partner Company shall not itself nor authorize or encourage any third party:
3.8.1. Promote any gaming sites to persons in the United States of America (USA), USA territories, Singapore, Philippines or Hong Kong or to attempt to circumvent restrictions that are in place to prevent persons from the above-mentioned jurisdictions to access and use the Service. Promotion of the Service to persons in the United States of America (USA), USA territories, Singapore, Philippines or Hong Kong is a breach against this Agreement and will void all Partner Commission to the Partner Company.
3.8.2. Cause disturbing marketing/traffic;
3.8.3. Conduct the Partner Services in unlawful manner or form, including placing or using any material which is malicious, obscene, sexually explicit, violent, potentially libelous, discriminatory, infringes anyone’s intellectual property rights or goodwill or reputation, targets persons under the age of 18 years (or higher of majority in the jurisdictions that the Partner Company is targeting);
3.8.4. Interfere with the operation or accessibility of any of the Participating Sites;
3.8.5. Conduct the Partner Services in any way that is misleading or confusing as to the relationship amongst the Referred Player / prospective Referred Player, the Partner Company and Income88promoting the Participating Sites or as to the operation, functions or ownership of the Participating Sites;
3.8.6. Deploy or use any UMC (Unsolicited Mass Communications), also known as “spam”. Should it become evident to Income88 that the Partner Company does not adhere to this obligation, Income88shall have the right to terminate this Agreement immediately in addition to other remedies available to Income88at law. Moreover, should the Partner Company use spam, Income88will close all account(s) of the Partner Company and withhold funds immediately. Due to ongoing efforts, legal actions will be taken should the use of spam be brought to Income88’s attention.
3.9. The Partner Company is allowed to introduce sub-affiliates, provided that sub-affiliates introduced by the Partner Company shall not be allowed to introduce further sub-affiliates. It shall be the sole responsibility of the Partner Company to ensure that sub-affiliates are aware and agree with this condition and with all other conditions relevant and applicable to sub-affiliates. The Partner Company hereby undertakes to fully inform and keep informed all sub-affiliates it introduces about all relevant details in relation to the operation of this Agreement.
3.10. The Partner Company shall remain solely responsible towards Income88for anything done or not done by any of the sub-affiliates it introduced. Any claim of a sub-affiliate arising out of or in connection with this Agreement is a matter solely and exclusively between the Partner Company and the sub-affiliate and neither Income88or any of its participating sitesshall accept any liability in this respect.
3.11. The Partner Company shall not allow any rake-backs in any form or by any means whatsoever breaching Income88 partners Networks Terms and Conditions. A breach of this condition shall give the right to Income88to terminate this Agreement immediately.
3.12. The Partner Company acknowledges and accepts that the said Income88 retains the right to change or withdraw any part of the Service, at any time and in any manner it deems appropriate, without prior notice to the Partner Company and without any liability whatsoever on the part of Income88, provided that any strategic change of the Service that may affect to a very significant extent the operation of the Partner Company under this Agreement shall be made with prior notice to the Partner Company by Income88.
3.13. The Partner Company acknowledges and accepts that in order to carry out its obligations under this Agreement in particular in respect of calculating and paying the Partner Commission, Income88requires to liaise with and obtain information from and pass information to Companies providing the Service on the Participating Sites. In this respect, the Partner Company:
3.13.1. Authorizes Income88to disclose to and to obtain partnering sites operating the Service all information that may be required for the proper operation of this Agreement;
3.13.2. Releases Income88and partnering sites operating the Service from any and all liability related to or arising out of the above-mentioned disclosures.
3.14. The Partner Company shall have the right to utilize the brands promoted by Income88 during the period of validity of this Agreement solely and exclusively to the extent that such use has been approved by Income88for the purposes of carrying by the Partner Company its Partner Services in accordance with the terms of this Agreement. Without prejudice to the generality of the above.
3.14.1. The Partner Company shall not register or utilize in any way, whether as the Partner Website or otherwise, any domain name that contains (a) any of the partnerbrands (or significant part of) promoted by Income88 or their variations or misspellings. In case of doubt or similarity of a domain name to any of Partner Brands, the Partner Company must obtain written consent from Income88 prior to registration or utilization of the domain name;
3.14.2. The Partner Company shall not utilize and shall not allow any third party to utilize any website having a domain name that contains any of the partnerbrands or their variations or misspellings in such a way that results in promoting any website other than the Participating Sites, whether by way of linking, redirecting traffic or otherwise;
3.14.3. The Partner Company shall not engage in any marketing by way of pay-per-click, sponsored links, search engines’ keywords, ad words or similar promotion which utilizes any of the partner brands promoted by Income88.
4. Rights and Obligations of Income88
4.1. Income88shall make available to the Partner Company tools allowing the Partner Company to monitor the Partner Commission and the payments of the said Partner Commission into the Commission Account using an online monitoring system at a secure web site.
4.2. Income88shall provide to the Partner Company sufficient information Income88declares and the Partner Company acknowledges and accepts that the Service is operated by the different partner brands which are responsible for compliance with all regulation or legislation applicable to the operation of the Service. Income88declares and the Partner Company acknowledges and accepts that neither Income88nor any of the partner brands shall be liable for any losses or damages, howsoever caused, resulting from any change in government regulatory policies or legislation that may preclude or put any restriction on the operation of any part of the Service.
4.3. The Service shall be provided in any form and to any extent that the partner brands operating the Service deems appropriate.
4.4. In case of any breach by the Partner Company of any of the terms and conditions of this Agreement, in addition to other remedies available to Income88at law and under this Agreement, Income88shall have the right to terminate this Agreement by a notice given to the Partner Company. Unless the breach by the Partner Company is serious and/or irreparable (which will be determined by Income88in its sole discretion), before the termination Income88shall allow the Partner Company a period of time not less than 10 days to give to the Partner Company the possibility to correct the matter and overcome the failure.
4.5. This Agreement does not impose any exclusivity obligation on Income88. Neither Income88nor any of its participating sites brand shall be liable in any way what so ever for engaging in any arrangement competing with the Partner Company.
4.6. Notwithstanding anything else stated in this Agreement, neither Income88nor any of its participating sites, their respective directors, officers, employees, partners, shareholders or consultants shall be held responsible or liable for any loss of income, or loss of the ability to produce income of the Partner Company, even if such loss arises from the inability of Income88to ensure the delivery of the Service stipulated in this Agreement for any reason whatsoever, whether Income88is at fault or whether a third party is at fault.
4.7. Unless explicitly stated in this Agreement, Income88does not make any warranty or representation of any kind.
4.8. In case of a breach by the Partner Company of clause 3.14, in addition to other remedies available to Income88at law, Income88or the owner(s) of the participating sites, as the case may be, shall have the right to become registered as the registrant of all domain names registered or utilized by the Partner Company in breach of clause 3.14 and the Partner Company shall assist Income88and/or shall assign to Income88or to the owner(s) of the participating sites, as may be specified by Income88, all the said domain names irrespective of whether they are top level generic domain name, top country level domains or otherwise.
5. Partner Commission
5.1. In consideration for the Partner Services provides by the Partner Company, Income88shall pay to the Partner Company the Partner Commission as stated in this clause.
5.2. The Partner Commission payable to the Partner Company shall be based on the percentage of Net Revenue as stated in the table below:
The commission is based on Net Revenue
|Monthly Net Revenue||Commission||Your Earnings|
|0$ – 5.000$||25%||up to 1.250$|
|5.001$ – 10.000$||30%||up to 3.000$|
|10.001$ – 20.000$||35%||up to 7.000$|
|20.001$ – 30.000$||40%||up to 12.000$|
|30.001$ – 50.000$||45%||up to 22.500$|
|50.001$ – unlimited||50%||Unlimited|
“Net Revenue” for any particular period of time shall mean Gross Revenue for the same period of time, less costs like license fees, betting and gaming taxes, payment costs, bonuses and/or loyalty bonuses, jackpot contributions given to the Referred Players and charge-backs/refunds.
In cases where the Partner Company introduced sub-affiliates the Partner Company can receive up to 20% of the Partner commission due to the said sub-affiliates after agreement with designated affiliate manager and approved by Income88affiliate director.
5.3. Income88 shall pay the Partner Commission is paid to the Partner Company on a monthly basis in arrears, not later than the twentieth (20th) day of each month in respect of the Partner Commission for the preceding month. The payment shall be accompanied by a written statement that details the calculation of the Partner Commission.
5.4. The Partner Commission shall be paid into the Commission Account.
5.5. Any charges that may be applicable to the withdrawal of the Partner Commission from the Commission Account by the Partner Company shall be borne solely by the Partner Company.
5.6. Income88has the right to adjust payments of the Partner Commission from time to time to reflect any overpayments or other applicable deductions, which were not deducted earlier, such as chargebacks or refunds.
5.7. All payments of the Partner Commission shall be made in USD or in such other currency that may be determined by Income88and regardless of the currency used by the Referred Players to use the Service.
5.8. Income88shall have the right to withhold any and/or all payments to the Partner Company if the Partner Company is in breach of any of the provisions of this Agreement.
5.9. The Partner Commission stated in clause 5.2 above is exclusive of VAT. VAT shall be payable into the Commission Account in addition to the amounts stated in 5.2. In case of any change in the applicable VAT, the Partner Commission shall be adjusted, so Income88’s position remains not more onerous than prior to the change.
5.10. The Partner Company shall be solely responsible for registering and accounting for any and all taxes due in relation to any payment made to the Partner Company in terms of this Agreement.
5.11. The Partner Company has the right, at its own expense and at reasonable intervals, to audit the systems and the figures related to this agreement.
6. Duration and Termination
6.1. This Agreement shall become effective as stated in clause 1.6. of this Agreement.
6.2. This Agreement may be terminated by either party by giving 30 days written notice to the other party.
6.3. Unless otherwise stated explicitly in this Agreement, each party has the right to terminate this Agreement with immediate effect if the other party is in material breach of this Agreement.
6.4. Income88reserves the right to terminate this Agreement by a notice in writing (an email being sufficient) if the Partner Company does not actively promote the Participating Sites. Not actively promoting the Participating Sites shall be deemed a material breach of this Agreement.
6.5. In the event of termination of this Agreement without any fault or breach on the part of the Partner Company, The Partner Company shall have the right to continue to receive a Partner Commission, as stated in clause 5, for the period of six months after the date of termination with respect to Referred Players who continue to utilize the Service. The right of the Referred Company to receive the Partner Commission shall cease upon the termination of this Agreement for any other reason. If the Partner Company wishes to resume promotion of the Participating Sites, a new agreement will have to be entered into between the Partner Company and Income88; and no Referred Player under this Agreement shall be considered as such under any new agreement.
6.6. Referred Players and all Players’ Data shall remain the property of Income88at all times.
6.7. Unless explicitly stated otherwise, all rights and obligations of each Party under this Agreement will cease upon the termination of this Agreement. This shall not prejudice any right accrued to a Party before such termination.
7. Confidentiality, Player’s Data and Non-Disclosure
7.1. Each party acknowledges and agrees that it may have access to or become acquainted with confidential information of the other party. Each party specifically agrees not to misuse, misappropriate or disclose any such confidential information of the other party to any third party, whether directly or indirectly, unless compelled to do so by law.
7.2. Each party accepts that any information of the other party or relating to the other party, including but not limited to information in respect of business and business methods, finances, clients, partners, suppliers, any intellectual property right, whether registered or not, is confidential information of that party unless such information has been put by that party into public domain.
7.3. The Partner Company acknowledges and accepts that all Players’ Data, including data relating to Referred Players, is the exclusive property of Income88 and its partner brands and shall remain so regardless of any termination of this Agreement.
8.1. The Partner Company shall hold harmless and shall indemnify Income88for any and all damages of losses suffered by Income88or its officers or representatives due to any breach by the Partner Company of this Agreement.
9.1. Entire agreement. In case of conflict between this Agreement and other agreements, oral or written, with respect to the matter contemplated hereunder, between Income88 and the Partner Company, this Agreement shall prevail.
9.2. Written amendment. Any amendments to this Agreement shall be agreed upon in writing and signed by authorized representatives for both Parties.
9.3. Assignment. The Partner Company may not assign or transfer this Agreement, in whole or in part, without Income88’s prior written consent. Income88may wholly or partly assign its rights and obligations under this Agreement to any of its partner brands or held by the ultimate majority shareholders in the promoted partner brands.
9.4. Severability. If any provision of this Agreement is deemed illegal, invalid or unenforceable, this shall not affect the validity or enforceability of any other provisions of this Agreement.
9.5. Force majeure. Notwithstanding any other provisions specified herein, either Party shall be entitled to suspend performance of its obligations under the Agreement in the occurrence of an event beyond the reasonable control of the Party affected, impeding performance or making performance unreasonably onerous, (”Force majeure”) including, but not limited to local and general industrial disputes, fire, war (whether declared or not), armed conflict, terrorist activity, extensive military mobilization, insurrection, requisition, seizure, embargo, governmental action, export and import restrictions, restrictions in the use of power and delays or defects in deliveries by subcontractors caused by such circumstances referred to in this clause. The Party claiming to be affected by Force Majeure shall without undue delay after the occurrence notify the other Party in writing thereof.
9.6. Waiver. No failure or delay of either Party to enforce any one or more provisions of this Agreement, exercise any option which is herein provided, or require the timely performance of any of the terms or provisions hereof, shall be construed or act as a waiver of such term or provision of this Agreement. Either Party may waive the compliance by the other Party with any term or provision here of only by an instrument in writing. The waiver by either Party of any term or provision of this Agreement shall not be construed or act as a waiver concerning any term or provision for the future or any subsequent breach.
9.7. Handling of negative publicity. Upon notice of any negative publicity concerning the Partner Company, or the Partner Company’s owner(s), which Income88management believes can damage the reputation of Income88or any of its participating sites, Income88has the right to terminate the Agreement immediately.
9.8. Temporary disruptions due to hardware failure. The Parties acknowledge that from time to time, as a result of hardware failure, supplier failures, or the like, the services provided under this Agreement by the Parties can be temporarily disrupted. The Partner Company acknowledges and agrees that neither Income88nor any of its partner brands or any of its members, shareholders, directors, officers, employees or representatives will be liable to the Partner Company for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with these temporary disruptions.
9.9. Applicable law. This Agreement shall be governed by and construed in accordance with the law of Malta.
9.10. Dispute resolution. The Parties shall amicably attempt to solve any dispute relating to this Agreement through negotiations between high-level executives of the Parties. If such negotiations are not successful after a period of sixty (60) days from a claim in writing for such negotiations from either Party, the other Party has the right to bring the dispute to final settlement through arbitration pursuant to the applicable Arbitration Act of Malta. The arbitration shall be conducted using one (1) arbitrator if the value of the dispute is less than one million EURO, and otherwise three arbitrators. The arbitrators are to be elected in accordance to the laws of Malta. The arbitration shall be conducted in the English language in Malta. The above notwithstanding, either Party shall be entitled to seek an injunction in any relevant jurisdiction.
IN WITNESS WHEREOF, THE PARTNER COMPANY expressly agrees to the terms and conditions of this Agreement by activating the account at Income88.
Version 1.0 – 1st of April 2015