Last Updated: 01/01/2020
Version: 1.4

This Affiliate Agreement (the “Agreement”) set out the terms and conditions between Intelitics Inc., a company incorporated and registered under the laws of Delaware and having its registered office at 2942 Century Pl. Costa Mesa, CA 92626 United States (“Intelitics”, “we” or “us”) and you (the “Affiliate” or “you”)

By completing and accepting the Affiliate Application Form, you hereby agree to abide by all the terms and conditions set out in this Agreement.

• 1. Definitions
  • 1.1. In this Agreement, the following terms, expressions and abbreviations shall have the following meanings, unless the contrary intention appears or the context requires otherwise:
  • “Ad Campaign” means a particular set of conditions agreed between the Parties in relation to the display of specific Advertising Material on one or more Affiliate Sites, including but not limited to the relevant Fees payable;

  • “Advertising Material”	means the banners, graphics, html, hyperlinks or other software provided by us in relation to an Ad Campaign to be displayed or linked to on the Affiliate Site according to our instructions and specifications;
    “Advertiser”	means a natural or legal person who has entered into an agreement with us in order to market his website through our network of affiliates;
    “Advertiser Site”	means the website or websites of one or more Advertisers;
    “Affiliate Application Form”	means the form or any other method of application made on or by way of the Intelitics Site completed by yourself whereby you have requested that you be accepted by us to join the Affiliate Programme;
    “Affiliate Programme”	means the programme regulated by this Agreement whereby the Affiliate is paid Fees on the basis of traffic generated to an Advertiser Site and, or other criteria as may be stipulated in the relevant Ad Campaign;
    “Affiliate Site”	means your website or websites and shall include any website on which we agree that you may display and, or link to the Advertising Material;
    “Agreement”	means this affiliate agreement, as amended from time to time;
    “Confidential Information”	shall mean all confidential information or any other information that is not indicated as being confidential, but which is not publicly known and of whose confidential nature the receiving party is or should be aware of based on the circumstances, including but not limited to business and financial information, lists of customers and buyers, as well as price, Fees 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 Intelitics, the Intelitics Site, the Advertiser or the Advertiser Site;
    “Customer”	shall mean a person who has registered with the Advertiser and in whose name an account has been opened, which account enables that person to purchase services or products from the Advertiser. For the avoidance of doubt Customers shall not include the Affiliate or any other affiliates;
    “Fees”	means the fees or commissions payable by us to you for generating traffic towards the Advertiser Site as agreed between the Parties in relation to each Ad Campaign. Fees may be based on one or more of the following methods of remuneration: a) Commissions on the basis of net revenue generated by the Advertiser; b) Fees for each Customer acquisition with the Advertiser; c) Fees for each Customer registration with the Advertiser; d) Fees for each click on the Advertising Material; and/or e) Fees for each impression of the Advertising Material You acknowledge that by default, unless otherwise stipulated in the specific terms and conditions of an Ad Campaign and without prejudice to clause 7.7, Fees shall be based on commissions on the basis of net revenue generated by the Advertiser.
    “Intelitics Site”	means the website, as may be changed from time to time at our sole discretion, at which website our online affiliate platform is available to you, currently https://www.casinoaffiliateprograms.com;
    “Intellectual Property Rights”	shall mean all intellectual and industrial property rights of any kind, now or hereafter existing, including, without limitation patents, trademarks, service marks, rights in designs, trade names, present and future copyrights, utility models and design patents whether or not any of these are registered and including applications for any such right, matter or thing or registration thereof, trade secrets and rights of confidence, all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, as well as all documents, information and other records and data provided in the course of the performance of this Agreement;
    “Parties”	means the parties to this Agreement;
    “Remuneration Method”	means one or more of the methods of remuneration as described in this clause 1.1 on which the Fees may be based; and
    “Term”	shall mean the term, including the renewed term, referred to in clause 10.1.

  • 1.2. In this Agreement, except where the context requires otherwise:
    • 1.2.1. The singular includes the plural and vice versa;
    • 1.2.2. Headings are included for convenience only and shall not affect the interpretation of the Agreement
  • 1.3. In case of any discrepancy between any translated versions of this Agreement, the English version shall prevail.
• 2. Affiliate Application and Acceptance
  • 2.1. We shall evaluate the Affiliate Application Form submitted by yourself and shall inform you in writing whether the Affiliate Application Form is accepted or not. We will in our sole discretion determine whether or not to accept your application and our decision is final and not subject to any right of appeal. In the event that we decide to refuse your application, this Agreement shall be terminated with immediate effect. For the avoidance of doubt, you understand that no Fees or other compensation shall be due prior to acceptance by us of your Affiliate Application Form.
  • 2.2. You warrant that all information you provided in applying to join the Affiliate Programme, including all information you provided in the Affiliate Application Form, is correct and that you will notify us promptly of any changes or updates to any such information during the Term of this Agreement;
• 3. Intellectual Property Rights
  • 3.1. We hereby grant you a non-exclusive, non-transferable, terminable licence to use the Advertising Material on the Affiliate Site and to use the Intelitics Site solely to promote the Advertiser Site and to refer Customers to the Advertiser Site in accordance with the terms and conditions of this Agreement and of the relevant Ad Campaign.
  • 3.2. All intellectual property rights in the Intelitics Site and the Advertising Material belong to us or to the Advertiser. All intellectual property rights in any third party materials shall belong to the third party owner thereof.
  • 3.3. Either Party shall notify the other Party immediately if any claim or demand is made or action brought against it for any infringement or alleged infringement of any intellectual property rights which may affect the supply or use of the Advertising Material.
  • 3.4. 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 or of the Advertiser. 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, of any company within the group of companies of the other Party or of the Advertiser. Provided also that neither of the Parties will register or attempt to register any mark which is basically similar to and/or confusingly similar to any mark which belongs to the other Party, to any company contained within the other Party�s group of companies or to the Advertiser.
• 4. Registration for Ad Campaigns
  • 4.1. We will inform you of any new Ad Campaign that may become available as well as of the specific terms and conditions of such Ad Campaign.
  • 4.2. Your application for registration to an Ad Campaign shall confirm your irrevocable acceptance of the specific terms and conditions of such Ad Campaign including the applicable Fees. We will in our sole discretion determine whether or not to accept your application for registration to an Ad Campaign and our decision is final and not subject to any right of appeal.
• 5. Marketing
  • 5.1. We shall provide you with all information and marketing material necessary for the display of and linking to the relative Advertising Material in relation to an Ad Campaign.
  • 5.2. You agree to effectively market and promote the Advertiser Site on the Affiliate Site by way of displaying linking to the Advertising Material according to our instructions and to refer Customers to the Advertiser Site and to do so solely and exclusively at your own cost and expense. Unless otherwise agreed, Advertising Material shall be displayed permanently on every page of the Affiliate Site.
  • 5.3. In marketing and promoting the Advertiser Site you agree :
    • 5.3.1. to conduct all marketing and promotion activities in a professional, manner that shall be lawful under applicable laws and in accordance with this Agreement;
    • 5.3.2. to use only Advertising Material provided within the scope of the Affiliate Programme and not to change or modify in any way Advertising Material including any hyperlink or marketing material without our prior written authorisation;
    • 5.3.3. not to use Advertising Material on sites not authorised by us in relation to a specific Ad Campaign. In the event that your site is significantly modified, you agree to notify us of such modification as soon as possible and in such case we may decide to terminate this Agreement or to terminate one or more Ad Campaigns;
    • 5.3.4. that you will not perform and the Affiliate Site shall not contain any material which is libellous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
    • 5.3.5. that you will not actively target any person who is under the legal age for gambling;
    • 5.3.6. that you will not actively target any jurisdiction where gambling or the promotion thereof is illegal;
    • 5.3.7. without prejudice to the generality of clause 8.1, that you will not actively target any jurisdiction in relation to which active targeting is specifically prohibited by the Advertiser;
    • 5.3.8. that you will not register as a Customer or make deposits directly or indirectly to any customer account through his tracker(s) for your own personal use and/or the use of your relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the Fees payable or to otherwise defraud us. Violation of this provision shall be deemed to be fraud;
    • 5.3.9. that you will not generate traffic to the Advertiser Site by illegal or fraudulent activity, particularly but not limited to artificial repeated clicks, forced clicks, sending spam, incorrect metatags, metatags on websites not being the approved Affiliate Site for the relevant Ad Campaign and multiple registrations.
    • 5.3.10. that you will not post or serve any advertisements or promotional content promoting the Advertiser Site or otherwise around or in conjunction with the display of the Advertiser Site (e.g., through any “framing” technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action; and
    • 5.3.11. that, unless otherwise agreed with us, you will not directly or indirectly offer any potential Customer any incentive (including without limitation payment of money or other benefit) to use or to click on the Advertising Material on the Affiliate Site.
• 6. Reporting
  • 6.1. We shall provide you with online access to the statistics of Ad Campaigns and Fees due including information on impressions, clicks, registrations and net revenue generated as may be applicable.
  • 6.2. You agree to place tracking links or to implement tracking code on the Affiliate Site according to our instructions in order to ensure proper tracking of the actions of users of the Affiliate Site including but not limited to impressions, clicks, registrations and deposits.
• 7. Fees and Payment
  • 7.1. We shall pay you the Fees due as agreed in relation to each Ad Campaign subject to the terms and conditions of this Agreement. Fees are deemed to be inclusive of value added tax or any other tax if applicable.
  • 7.2. You understand that the Fees payable by us to you form part of and are derived from remuneration payable to us by the Advertiser on the basis of the same method of remuneration set out in the Ad Campaign terms and conditions in relation to the activity generated by the Affiliate Site on the Advertiser Site. Notwithstanding any other clause in this Agreement, you agree that Fees shall only be due to you if, and only after, the said remuneration in relation to the respective activity has been confirmed by and received by us from the Advertiser. For the avoidance of doubt, you fully understand that you bear the risk of non payment by the Advertiser and that we shall not be responsible in any way for delays or non-payments resulting from non-payment by the Advertiser.
  • 7.3. We will determine the Fees payable on the basis of information collected by us on the actions of Customers of the Affiliate Site including but not limited to impressions, clicks, registrations and deposits.
  • 7.4. Unless otherwise agreed by us in writing, no Fees shall be due in relation to activity generated in breach of this Agreement, in particular but not limited to a breach of clause 5.3.
  • 7.5. Without prejudice to clause 7.2, the Fees due shall be calculated at the end of each month and payments shall be made between fifteen (15) to thirty (30) days after the end of the said calendar month at our sole discretion, provided that the amount due exceeds a minimum threshold to be set at our sole discretion (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be carried over to the following month and shall be payable when it collectively exceeds the Minimum Threshold.
  • 7.6. Payment of Fees shall be made as per the Remuneration Method chosen by yourself in the Affiliate Application Form or otherwise in the application process. If an error is made in calculating the Fees, we reserve the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to you.
  • 7.7. You may at any time request by notice in writing a change in the Remuneration Method in relation to each Ad Campaign. We will at our sole discretion determine whether or not to accept your request and our decision is final and not subject to any right of appeal.
  • 7.8. Without prejudice to clause 7.6, acceptance of payment made by you shall be deemed to be full and final settlement of the balance due for the period indicated.
  • 7.9. If you disagree with the balance due as reported, you shall, within a period of fifteen (15) days, send an email to us and indicate the reasons of such disagreement. Failure to send an email within the prescribed time limit shall be deemed an irrevocable acknowledgment of the balance due for the respective period.
  • 7.10. You 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 as a result of the revenue generated by yourself under this Agreement. We shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by you in this regard.
  • 7.11. All payments made shall be made in Euros or in any other currency as may be specified by us. In the event that payments are made in any other currency, payments will be converted from Euro into that currency at the prevailing exchange rate. All losses resulting due to exchange rate fluctuation shall be borne by you.
• 8. Warranties
  • 8.1. You hereby warrant that:
    • 8.1.1. you are of the legal age in the applicable jurisdiction to agree to and enter into the Agreement;
    • 8.1.2. you are competent and duly authorised to enter into binding Agreements for the Affiliate and the Affiliate Site;
    • 8.1.3. you are the proprietor of all rights, licenses and permits to market, promote and advertise the Advertiser Site on the Affiliate Site in accordance with the provisions of this Agreement;
    • 8.1.4. you shall comply with all applicable rules, laws and regulations in displaying the Advertising Material and in the promotion of the Advertiser Site;
    • .1.5. you shall abide by any terms and conditions relating to advertising as well as comply with any other instructions, rules or guidelines made known to you directly or indirectly from time to time by the Advertiser

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    • 8.1.6. you shall comply with any rules, terms and conditions of Ad Campaigns that you have selected;
    • 8.1.7. you have read carefully and you fully understand and accept the terms and conditions of the Agreement;
    • 8.1.8. you shall conduct yourself at all times with the due skill, care, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced contractor acting in good faith and in accordance with all applicable laws, enactments, orders or regulations;
    • 8.1.9. you shall abide by the terms and conditions of this Agreement as well as to comply with any other rules or guidelines made known to you from time to time on the Intelitics Site;
    • 8.1.10. you shall comply with all security guidelines and other requirements as we may be issue from time to time whether in writing or otherwise; and
    • 8.1.11. you shall not register any domain names, paid search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service on the Affiliate Site that incorporates terms which are identical or similar to Intellectual Property Rights, in particular trademarks, owned by Intelitics or the Advertiser.
• 9. Monitoring
  • 9.1. We reserve the right to monitor the Affiliate Site in order to ensure you are complying with this Agreement, with one or more Ad Campaign terms and conditions and, or with the applicable legislation.
  • 9.2. You agree to provide us with all data and information, including but not limited to username and passwords as may be necessary for us to carry out the monitoring referred to in clause 9.1. You agree that no compensation shall be due for such data and information.
• 10. Term and Termination
  • 10.1. This Agreement shall be for a period of one (1) year and shall be extended for additional one (1) year periods unless terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given by an email.
  • 10.2. We may terminate or suspend this Agreement immediately in the event that you:
    • 10.2.1. Breach any of the terms of this Agreement;
    • 10.2.2. Are unable to pay your debts as they fall due with your creditors or you become subject to an administration order or go into liquidation or winding up or are made subject to a bankruptcy order;
    • 10.2.3. In our opinion, are in breach of any applicable law or regulations; or
    • 10.2.4. Have not registered for an Ad Campaign for a period of one (1) year.
  • 10.3. We may terminate or suspend this Agreement and/or terminate or suspend an Ad Campaign at any time in the event that the Advertiser shall terminate or substantially change his agreement with us to market his website through our network of affiliates or in the event that the said agreement otherwise expires. You agree that we shall not be liable to you in any way for any losses, damages or other costs caused by such suspension or termination. In any such event we may, at our sole discretion and without the need to provide any reason, choose (i) to assign our rights under this Agreement directly to the Advertiser in which case you agree to acknowledge the Advertiser and to provide affiliate services in accordance with this Agreement directly to the Advertiser or (ii) to continue to pay you Fees notwithstanding the said suspension or termination if, and only after, remuneration in relation to the respective activity continues to be confirmed by and received by us from the Advertiser.
  • 10.4. You hereby agree that on termination of the Agreement:
    • 10.4.1. You will remove all Advertising Material and/or references to the Advertiser Site from the Affiliate Site and/or other marketing channels and communications, irrespective of whether the communications are commercial or otherwise;
    • 10.4.2. All rights and licenses granted to you under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and you will cease the use of any Intelitics Intellectual Property Rights; and
    • 10.4.3. You will be entitled only to those earned and unpaid Fees as of the effective date of termination provided that we may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
  • 10.5. If this Agreement is terminated by us for any of the reasons specified in clauses 5.3.8 and 5.3.10 or in the event of Fees received based on fraudulent or falsified transactions or on transactions which are otherwise in breach of these terms and conditions, we shall be entitled to immediate reimbursement for Fees unduly paid to you plus all costs for legal causes or actions to the fullest extent at law.
  • 10.6. For the avoidance of doubt, the parties specifically agree that upon termination of this Agreement by either party, you shall no longer be entitled to receive any Fees or any payment whatsoever from us.
  • 10.7. Immediately upon termination, you shall return to us any and all Confidential Information (and all copies and derivations thereof) in your possession, custody or control.
  • 10.8. Termination will not relieve you 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 the Agreement.
• 11. Disclaimer
  • 11.1. We makes no representation that any of its services including the Intelitics Site or the Advertiser Site shall be uninterrupted or error free and, to the full extent permissible at law, we shall not be liable for the consequences of such interruptions or errors.
  • 11.2. You acknowledge and accept that Advertising Material and the Affiliate Programme are provided “as is” without warranties of any kind, whether express or implied.
  • 11.3. All conditions, warranties, terms and undertakings whether express or implied, statutory or otherwise relating to the delivery, performance, quality, accuracy, fitness for purpose, occurrence or reliability of the Advertising Material or the Affiliate Programme are hereby excluded to the fullest extent permitted by law.
  • 11.4. Clause 11 shall survive the termination of this Agreement.
• 12. Indemnity
  • 12.1. You agree to defend, indemnify and hold Intelitics and its affiliates, parents, sister and other group companies, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from:
    • 12.1.1. Any breach of your representations, warranties or covenants under this Agreement;
    • 12.1.2. Your use (or misuse) of the Advertising Material;
    • 12.1.3. All conduct and activities occurring under your user ID and password;
    • 12.1.4. Any defamatory, libellous or illegal material contained within the Affiliate Site or your information and data;
    • 12.1.5. Any claim or contention that the Affiliate Site or 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;
    • 12.1.6. Third party access or use of Affiliate Site or Affiliate’s information and data;
    • 12.1.7. Any claim related to Affiliate Site; and
    • 12.1.8. Any violation of this Agreement.
  • 12.2. Intelitics reserves the right to participate, at its own expense in the defence of any matter.
  • 12.3. Clause 12 shall survive the termination of this Agreement.
• 13. Limitation of Liability
  • 13.1. Intelitics and its affiliates, parents, sister and other group companies, successors, officers, employees, agents, directors, shareholders and attorneys shall not be held liable for any form of indirect or consequential damage, including but not limited to loss of turnover/revenues or profits as well as loss of interest and customers even if such damage was foreseeable.
  • 13.2. The total liability of Intelitics for direct damages, with the exclusion of death and personal injury, arising from failure to comply with this Agreement or caused by a tort in connection with the execution of this Agreement shall be limited to an amount equal to the Fees paid by Intelitics to the Affiliate for the two months immediately preceding the event giving cause for damages. In any event, notwithstanding any other clause in this Agreement, the total liability of Intelitics for such direct damages shall not exceed the sum of ten thousand Euros (€10,000).
  • 13.3. Clause 13 shall survive the termination of this Agreement.
• 14. Advertiser Rights
  • 14.1. You acknowledge that the Advertiser reserves the right to refuse any Customer or to close a Customer’s account if it is necessary to comply with the Advertisers Customer terms and conditions or to comply with the applicable law or in general to protect the interests of the Advertiser. We shall not be liable for any such refusal or closure.
• 15. Confidentiality and Data Protection
  • 15.1. Except as otherwise provided in this Agreement, each Party shall keep all Confidential Information of the other Party in confidence and use such information only for the purpose of the Agreement. Confidential Information must not be used for your 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 Intelitics has been obtained.
  • 15.2. The Parties shall together determine the content of any communications concerning the relationship between the Parties. Such communications shall be issued at a time and a manner agreed by the Parties.
  • 15.3. Clause 15 shall survive the termination of this Agreement.
  • 15.4. You warrant that you will comply with the provisions of applicable data protection legislation.
• 16. Force Majeure.
  • 16.1. 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.
  • 16.2. 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 by providing notice to the other Party.
  • 16.3. Neither Party shall be liable to the other in respect of an event of force majeure provided that each Party shall take all reasonable steps to minimise the effects of force majeure on the performance of its obligations under this Agreement.
• 17. Changes to this Agreement.
  • 17.1. Intelitics 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, without giving you any advance notice subject to the terms and conditions set out in this Agreement. Any such changes will be posted on the Intelitics Site.
  • 17.2. Your continued (i) participation in the Affiliate Program, (ii) use of the Intelitics Site or Intelitics services, or (iii) acceptance of any Fees from Intelitics confirms your irrevocable acceptance of this Agreement and any amendments or modifications thereto and therefore you shall be obliged to continuously comply with the terms and conditions of this Agreement as well as to comply any other rules and/or guidelines made known to you from time to time on the Intelitics Site.
• 18. Assignment.
  • 18.1. You may not assign this Agreement, by operation of law or otherwise, without obtaining the prior written consent of Intelitics.
  • 18.2. Intelitics may assign this Agreement, by operation of the law or otherwise, at any time without obtaining your prior consent.
• 19. Relationship of the Parties.
  • 19.1. Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party, or any of such party’s employees, agents, or representatives, an employee, or legal representative of the other party, nor to create any partnership, joint venture, or association among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of, nor to impose any obligation upon, the other party.
• 20. Severability.
  • 20.1. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law.
  • 20.2. 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.
  • 20.3. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
• 21. Governing Law & Jurisdictions.
  • 21.1. 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.