Standard Affiliate Agreement
The Agreement
By completing the Affiliate Application of the WinAffiliate Partner Program (hereinafter the “Partner Program”) with the purpose of marketing the WinAffiliate brands (youwin.com, uwin.com and hepsibahis.com, hereinafter “Our Brands”), operated by Winunited Ltd, a company duly registered under the laws of Malta by means of registration No. C 35409 having its registered office at Level 1, 271, Tower Road, Sliema, SLM1600 in Malta, the affiliate partner (hereinafter the “Affiliate”) agree to abide by all the Terms and Conditions set forth in this Agreement as well as to comply with the General Terms and Conditions and Privacy Policy of the website www.youwin.com and any other rules and/or guidelines made known to you from time to time at www.youwin.com.
The Partner Program reserves the right to change all or any part of this Agreement at any time with a min. of 14 days prior notice. If applicable, notice will be given by message to the contracting party’s email address and will be deemed to be served immediately when sent by the Partner Program. If the Affiliate does not agree to the changes the Affiliate should terminate this Agreement in accordance with its terms. The Affiliate’s continued participation following such changes shall constitute binding acceptance of such changes.
1. Purpose
1.1. Our brands offers online Sportsbetting, Casino and Poker for which our brands has an interest in establishing affiliate relationships with the intention to attract and convert the Affiliates’ respective network of online gaming players.
1.2. By referring players, the Affiliate will earn a commission in adherence to agreed commission plan from the activity of the referred players, to be paid in accordance with the Agreement by the Partner Program.
1.3. This agreement outlines the opportunities and limitations in the advertising cooperation applicable to the Affiliate when referring and nurturing the Sportsbook, Casino and/or Poker players on Our Brands website/s.
2. Responsibilities and Obligations of WinAffiliates
2.1. WinAffiliates shall assign a unique identification code to those new customers when referred via the Affiliate’s assigned link, administrate the generated turnover, calculate the Net Revenues and the total amount of commission earned via the Referrals in accordance with the applicable payment plan and calculation structure set forth in this Agreement.
2.2. WinAffiliates shall provide the Affiliate with commission statistics, and handle all customer services related to the business
2.3 WinAffiliates shall ensure accuracy in the tracking and reporting to the highest reasonable standard.
2.4. WinAffiliates shall pay the Affiliate the amount due depending on the revenues generated, subject to the terms and conditions of this Agreement.
3. Collusion and Fraud
3.1 The term “fraud” in refer to affiliate collusion is an attempt by an affiliate or group of affiliate to generate fraudulent commission with a coordinated effort. Collusion shall include but not be limited to:
• Coordinated bonus about in an attempt to artificially increase commissions,
• Coordinated betting where such bets are made as an effort to artificially increase commissions,
• Offering players financial incentives for the purpose of gaining a rebate from your affiliate commissions,
• Duplicate affiliate and/or player accounts for the purpose of collusion and
• Any other act which youwin.com may determine through detailed investigation as being used to generate fraudulent commissions.
4. Responsibilities and Obligations of the Affiliate
The Affiliate hereby warrants and undertakes:
4.1. By joining our Partner Program, you agree to market, promote and refer potential players to Our Brands website/s, by maintaining your assigned links from your site to Our Brands website/s. This link may be established with one or more of our text links, banners and other marketing collaterals. You will be solely liable for the content and manner of your marketing and promotion activities. All such activities must be conducted at all times in a professional and lawful manner and pursuant to the terms and conditions of this Agreement.
4.2. Not to perform any act which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials.
4.3. Not to actively target any person who is under the legal age for gambling.
4.4. Not to generate traffic to Our Brands by illegal or fraudulent activity, including but not limited to:
• registering as a player or make deposits directly or indirectly to any player account through his tracker(s) for the Affiliates own personal use and/or the use of its relatives, friends, employees or other related third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed fraud.
• Sending spam emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time unsubscribe option, (v) bundles certain software with other software, particularly those of malicious intent or those that infringe on a person’s right to privacy, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
4.5. That the Affiliate understands that the Partner Program will not cooperate with a contracting party using a domain or subdomain which is confusingly similar to “YouWin, Uwin or Hepsibahis” or any other protected trademark and/or name right which belongs to the Partner Program, Our Brands or its Affiliates.
4.6. Without prejudice to the marketing material as may be forwarded by the Partner Program and/or made available online through the partner website (https://www.winaffiliates.com) the Affiliate may not use Our Brands or other terms, trademarks and other intellectual property rights that are vested in the Partner Program and WinAffiliates unless the Partner Program consents to such use in writing.
4.7. To use only a link provided within the scope of the Partner Program, otherwise no warranty whatsoever can be assumed for proper registration and sales accounting. Also, not to change or modify in any way any link or marketing material without prior written authorization from the Partner Program.
4.8. To be committed and adhere to the brand guidelines set forth by Our Brands and the Partner Program.
5. Payment
5.1. The commission is calculated at the end of each month and payments shall be performed by the 14th of each calendar month, provided that the amount due exceeds €100 (‘Minimum Threshold’) and conveying at least 5 (Minimum Threshold) first-time depositors from signup date. If the balance due is less than the Minimum Threshold, it shall be carried over to the following month and shall be payable when the net balance exceeds the Minimum Threshold.
5.2. If an error is made in calculating the commission, the Partner Program reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim over-payment made to the Affiliate
5.3. If the Affiliate disagrees with the balance due as reported, the Affiliate shall contact the Partner Program and indicate the reasons of such dispute.
5.4. WinAffiliates may delay payment of any outstanding balance to the Affiliate at WinAffiliates sole discretion for up to thirty (30) days in cases of suspected illegal and/or fraudulent behaviour and/or behaviour otherwise in breach of this agreement, while it investigates and verifies that the relevant transactions comply with the provisions of this Agreement.
5.5. No payment shall be due where the Affiliate is involved, intend to be involved or is aware of any act or traffic that involves the Affiliate which can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation or in contravention with any provisions of this Agreement, including but not limited to money laundering, use of stolen credit cards, collusion and abuse of bonuses or other promotions.
5.6. The Affiliate agrees to return all commissions generated from fraudulent or falsified transactions, plus carry all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.
5.7. The Affiliate shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the Affiliate as a result of the revenue generated under this Agreement. Our Brands nor the Partner Program shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies Our Brands and the Partner Program in that regard.
5.8. At the sole discretion of the Partner Program the Affiliate may be provided with the opportunity to restructure its commercial agreement. Examples of alternative revenue sources could include a Cost Per Acquisition (CPA) plan. The Partner Program hereby makes it clearly known unto the Affiliate that only one type of commercial structure may be applied and it shall not be possible for two different commercial structures to co-exist. Therefore once an Affiliate opts to accept the Partner Program’s offer for a different revenue structure to the standard Commission Structure detailed in this Agreement, then the Affiliate is aware and hereby agrees and understands that the new proposed revenue structure shall replace his existing commission structure in its entirety. Notwithstanding the above, all the Affiliate’s obligations assumed under this present Agreement will still continue to apply to the Affiliate up until the termination of this Agreement and thereafter in accordance with the terms and conditions contained in this Agreement.
5.9. The Affiliate shall be entitled to the standard commission structure upon being accepted into partnership by the Partner Program. All revenue share commission structures shall be governed according to the calculation structure set forth in this agreement and a share of the revenue as outlined in the Standard Commission rate under article 16. Commissions.
6. Indemnification
6.1. The Affiliate agrees to defend, indemnify and hold Our Brands and its affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and experts’ fees, related to or arising from:
• Any breach of Affiliate’s representations, warranties or covenants under this Agreement.
• Affiliate’s use (or misuse) of the marketing materials
• Any defamatory, libelous or illegal material contained within the Affiliate’s information and data.
• Any claim or contention where the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity.
• Any violation of this Agreement
6.2. WinAffiliates reserves the right to participate, at its own expense, in the defence of any matter.
7. Termination
7.1. Agreement may be terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given in the form of an email or letter delivered via post.
7.2. The Contracting Parties hereby agree that on termination of this Agreement:
• The Affiliate must return to the Partner Program any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control.
• The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however, the Partner Program may withhold the Affiliate’s final payment for up to ninety (90) days to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive commissions after this date.
• The Affiliate will release the Partner Program and Our Brands from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate’s obligation of confidentiality towards the Partner Program and Our Brands shall survive the termination of this Agreement.
7.3. If this Agreement is terminated by the Partner Program on the basis of breach of the Agreement by the Affiliate, the Partner Program shall be entitled to withhold the Affiliate’s earned but unpaid commissions as of the termination date as collateral for any claim arising from such breach. It is further specified that termination by the Partner Program due to a breach by the Affiliate of any of the clauses in this Agreement shall not require a notice period and such termination shall have immediate effect upon simple notification by the Partner Program to the Affiliate.
7.4. For the sake of clarity the parties specifically agree that upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Partner Program. Provided that payments already due (earned and unpaid commissions) shall be paid out.
7.5 The Affiliate understands that the Partner program reserves the right to close any affiliate who does not provide for, at least 5 active accounts per month.
8. Confidentiality
8.1. All intellectual property, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of WinAffiliates shall be treated confidentially. Such information must not be used for own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of WinAffiliates has been obtained. This provision shall survive the termination of this Agreement.
9. Warranties
9.1. The Partner Program and Our Brands shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Our Brands website or the Partner Program.
10. Company Rights
10.1. Our Brands may at any time and at Our Brands sole discretion, refuse any player or close a player’s account if it is necessary to comply with Our Brands policies and/or to protect the interest of Our Brands.
10.2. The Partner Program may at sole discretion, refuse any applicant Affiliate and/or may close any Affiliate’s account if it is necessary to comply with the Partner Program’s and/or WinAffiliates Policies and/or protect the interest of the Partner Program and/or Our Brands. If the Affiliate is in breach of this Agreement or of Our Brands General Terms and Conditions or other rules, policies and guidelines. The Partner Program and Our Brands reserve the right, in addition to closing the Affiliate’s account, to take any other legal steps to protect its interest.
11. Force Majeure
11.1. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.
12. Changes to this Agreement
12.1. WinAffiliates reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion, with a 14 day notice to the Affiliate, subject to the terms and conditions set out in this Agreement. Any such changes will be e-mailed to the disclosed e-mail address of the Affiliate.
13. Severability / Waiver
13.1. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
13.2. The Partner Program’s and Our Brands failure to enforce the Affiliate’s adherence to all terms outlined in this Agreement shall not constitute a waiver of the right of the Partner Program and Our Brands to enforce said terms at any time.
14. Assignment.
14.1. The Affiliate may not assign this Agreement, by operation of law or otherwise, without obtaining the prior written consent of the Partner Program.
14.2. The Partner Program and Our Brands may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.
15. Governing Law & Jurisdictions
15.1. This Agreement shall be governed and construed in accordance with the laws of Malta and any action or dispute relating to this Agreement must be brought in Malta and the Affiliate irrevocably consents to the jurisdiction of the Maltese law courts.
16. Trademarks
16.1. Nothing contained in this Agreement will grant either party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights of the other party. At no time during or after the term will either party attempt or challenge or assist or allow others to challenge or to register or to attempt to register the marks of the other party or of any company within the group of companies of the other party. Provided also that neither of the parties will register nor attempt to register any trademark which is basically similar to and/or confusingly similar to any trademark which belongs to the other party or to any company contained within the other party’s group of companies.
17. Commissions
17.1. The Revenue Share model shall constitute a share of the Net Revenue generated by the player referred by the Affiliate for the lifetime of the Player. Should the Partnership be terminated in accordance to this Agreement the Affiliate forfeits the rights to continued earnings from referred players.
17.2. Net Revenue means the Gross Revenue for each product less Player Costs, less Chargebacks and revenue generated from fraudulent activity, less License fees and for the sake of clarity shall be understood as follows:
Player Costs includes Promotional costs such as free bets, bonus money, tournament sponsorships, VIP bonuses, VIP sponsorships plus any player Compensations.
License fee includes gaming tax, payment charges levied by electronic payment or credit card organizations and third party royalties.
Fraud includes without limitation, collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations and use of stolen credit cards
17.3. The Net Revenue calculation shall by-product be calculated in accordance with below calculation structures:
Sportsbook
Net revenue = Gross Revenue minus (-)
Player Costs
Chargebacks and Fraud
License Fee
Gross Revenue = Stakes minus Wins plus Corrections*
* Corrections include such as canceled bets, incorrectly settled events and otherwise incorrect transactions that are corrected
Casino
Net revenue = Gross Revenue minus (-)
Player Costs
Chargebacks and Fraud
License Fee
Gross Revenue = Wager minus (Wins + local and pooled Jackpots)
Poker
Net revenue = Gross Revenue minus (-)
Player Costs
Chargebacks and Fraud
License Fee
Gross Revenue = Rake + Tournament Fees
17.4. The standard Revenue Share commission plans for the products can be reviewed at the Partner Program website under Standard Reward Plans.
17.5. The Revenue Share commission does not carry over negative revenue from month to month.
17.6 The maximum Rake Back allowance applied by youwin.com or any affiliates must not exceed 30%. If any affiliate offers more than 30%, their account will be closed with immediate effect and commissions generated will be held pending further investigation and may be confiscated at the sole discretion of youwin.com.
17.7 Upon violation of point 16.6, youwin.com is contractually obliged to release the Affiliate’s individual or company details to the Entraction Network as part of our contractual agreement, which may result in the partner being blacklisted on the Entraction Network
18. Unsubscribe from our email communications
Affiliates who wish to no longer receive our newsletter or promotional emails may click on a link named “unsubscribe” which is embedded with every email sent by WinAffiliates in order to not receive future email communications.
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Last updated 24/02/2012