Terms and Conditions
The following are our complete terms and conditions to become a member
of the Rich Clicks Affiliate Program. Please read this Agreement carefully
and completely.You can enroll as a member of the Rich Clicks Affiliate
Program by creating a unique link to one or many of our gaming clients
using any endorsed Marketing Tool located on our Member's Area.
BY LINKING TO ANY ONE OF OUR GAMING CLIENTS, YOU ARE DEEMED TO HAVE
AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
1. Our Client's Rights, Our Rights, and Our Obligations
1.1 Register your Customers
Our clients will register your customers and you will be able to track
their performance through our client's data technology transfers. Our
client's reserve the right to refuse customers (or to close their accounts)
if necessary to comply with any requirements we may periodically establish
on their behalf. ("Customer" means visitor that uses a link
from your site to any one of our client's brands and open an account
with them. By opening an account with one of our client's brands, they
will become a Customer and, accordingly, all Rich Clicks, and by extension,
our client's, rules, policies, and operating procedures will apply to
them.)
1.2 Track Customers' Play
Our clients will track player wagering activity and we will provide
you with remote online access to reports of customer activity by brand
and the referral fees generated from their activity.
1.3 Pay a Referral Fee
We will pay you referral fees based on the NET REVENUE (as defined below),
that our client's earn from players directed from your site after they
open an account with them, purchase and wager for real money.
2.0 Commission Schedule
Revenue Share Formula: Net Revenue = Gross Revenue [Casino losses -
winnings] - Customer bonuses - Adjustments - Chargebacks - Banned (Fraudulent)
Revenue + Unbanned (Reversed Fraud) Revenue.
Details: Rich Clicks pays a standard 35% referral fee on Net Revenue
generated by the affiliate. There no other fees or deductions are made
on to the affiliate commission. Processing fees and security reserves
are absorbed by Rich Clicks.
2.1 Negative Carryover
Rich Clicks does not carry forward negative earnings balance. On the
first day of each month, affiliate commission balances less than $0.00
are reset to $0.00.
Note: negative revenue generated by chargebacks and/or fraudulent
activity that results in an affiliate commission balance of less than
zero $0.00 at a month's close will remain the liability of the affiliate
account and carried forward.
2.2 Banned/Unbanned Revenue
Revenue generated by fraudulent or suspected fraudulent activity may
be banned by the casino client. Banned revenue is deducted from the
Net Revenue of the affiliate account. Revenue banned due to suspicion
that is later proven legitamate is unbanned by the casino client. Unbanned
revenue is added to the Net Revenue of the affiliate account.
2.3 Chargebacks/Fraud
A chargeback is defined as uncollectible receivable usually, but not
limited to, VISA/MASTERCARD as a result of customer non payment or fraudulent
credit card use. Rich Clicks is not responsible for chargebacks. A negative
balance due to fraudalent/chargeback cost will be carried over on the
affiliate's commission.
2.4 Multiple Accounts
Affiliates are NOT permitted to have multiple reseller accounts. If
you are in a unique situation and require multiple accounts please contact
your affiliate manager for approval. In that case, the total amount
payable will be the mathematical sum of the individual accounts.
3. Affiliate Payment
Rich Clicks will process affiliate referral fees on a monthly basis,
by the 15th day of each month via Wire Transfer.
Note: The minimum commission payment threshold is $250. If
the Affiliate's Earnings are below the minimum threshold per payment
method in any given month, the earned amount will be carried over to
the next calendar month and continue to accumulate until at least the
minimum threshold is generated.
4. Your Rights and Obligations
4.1 Linking to Gaming Clients
By agreeing to participate in this affiliation program, you agree to
create a unique link from your site to one of our clients. You may link
to any of our clients with one of their provided and endorsed marketing
creative. These are the only methods by which you may advertise on our
client's behalf, unless otherwise noted in our Marketing Tools section.
We will terminate this agreement immediately if there is any form of
spamming or if you advertise any of our gaming clients in any other
unauthorized way. You shall not make any claims, representations, or
warranties in connection with us or our clients and you shall have no
authority to, and shall not, bind us or our clients to any obligations.
4.2 Agency Appointment
By this Agreement, we grant you the non-exclusive right to direct customers
to our gaming client's sites and services, in accordance with the terms
and conditions of this Agreement. This Agreement does not grant you
an exclusive right or privilege to assist us in the provision of services
arising from your referrals, and we obviously intend to contract with
and obtain the assistance from others at any time to perform services
of the same or similar nature as yours. You shall have no claims to
referral fees or other compensation on business secured by or through
persons or entities other than you, except where multi-tier affiliate
activity is demonstrated.
4.3 Approved Layouts
Without our prior written approval, you will only use our client's approved
marketing material and offers and will not alter their appearance.
4.4 Good Faith
You will not knowingly benefit from known or suspected traffic not generated
in good faith whether or not it actually causes Rich Clicks or its client's
damage. We reserve the right to retain all amounts due to you under
this Agreement if we have reasonable cause to believe that such traffic
has been caused with your knowledge. Even if you have not knowingly
generated such traffic, we reserve the right to withhold referral fees
with respect to such traffic.
4.5 Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. For example,
you will be solely responsible for ensuring that materials posted on
your site are not libelous or otherwise illegal. We disclaim all liability
for these matters. Further, you will indemnify and hold us harmless
from all claims, damages, and expenses (including, without limitation,
attorneys' fees) relating to the development, operation, maintenance,
and contents of your site.
4.6 License to use Marks
We hereby grant to you a non-exclusive, non-transferable license, during
the term of this Agreement, to use Rich Clicks and its client's intellectual-property
marks (licensed, in turn by us, from their owner) solely in connection
with the display of marketing material on your site. This license cannot
be sub-licensed, assigned or otherwise transferred by you. Your right
to use the marks is limited to and arises only out of this license to
use their marketing material. You shall not assert the invalidity, unenforceability,
or contest the ownership of the marks in any action or proceeding of
whatever kind or nature, and shall not take any action that may prejudice
our or our client's rights in the marks, render the same generic, or
otherwise weaken their validity or diminish their associated goodwill.
4.7 Confidential Information
During the term of this Agreement, you may be entrusted with Confidential
Information relating to the business, operations, or underlying technology
of the Rich Clicks Network Affiliate Program (including, for example,
referral fees earned by you under the program). You agree to avoid disclosure
or unauthorized use of the Confidential Information to third persons
or outside parties unless you have our prior written consent and that
you will use the Confidential Information only for purposes necessary
to further the purposes of this Agreement. Your obligations with respect
to Confidential Information shall survive the termination of this Agreement.
4.1 Modification
We may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion, by posting a change notice or
a new agreement on our site which we will notify you of. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF
A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE (WHICH WE WILL NOTIFY YOU
OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
5. Term and Termination
5.1 Statement Of Term
The term of this Agreement will begin when you create a unique link
to our site and will be continuous unless and until either party notifies
the other in writing that it wishes to terminate the Agreement, in which
case this Agreement may be terminated immediately. For purposes of notification
of termination, delivery via e-mail is considered an immediate form
of notification. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY.
5.2 Upon Termination:
You are asked to terminate all player referral activities, your account
will be immediately terminated.
You will be entitled only to those unpaid referral fees, if any, earned
by you on or prior to the date of termination.
You will not be entitled to referral fees with respect to play occurring
after the date of termination.
If you have failed to fulfill your obligations and responsibilities,
we will not pay you the referral fees otherwise owing to you on termination.
We may withhold your final payment for a reasonable time to ensure that
the correct amount is paid.
If our clients continue to permit play from customers after termination,
this will not constitute a continuation or renewal of this Agreement
or a waiver of termination.
5.3 Confidential Information
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION)
THAT YOUR SITE IS UNSUITABLE. Unsuitable sites include those that: are
aimed at children, display child pornography or other illegal sexual
acts, promote violence, promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age, promote illegal
activities, violate intellectual property rights.
5.4 Commercial Use Only
This marketing opportunity is for commercial use only, and you, your
family members, friends, associates may not make purchases, directly
or indirectly, through your tracking link for your own personal use
or to fraudulently increase the marketing fees payable to you. If you
wish to make test transactions to evaluate the system, including purchases,
please contact support@richclicks.com prior to the transaction, so we
can record your testing. Transactions made in violation of this provision
will be deemed fraudulent traffic and we will deduct such purchases
or traffic from your marketing fees.
6. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You
will have no authority to make or accept any offers or representations
on our behalf. You will not make any statement, whether on your site
or otherwise, that reasonably would contradict anything in this paragraph.
7. Indemnity
You shall defend, indemnify, and hold Rich Clicks, their directors,
officers, employees, and representatives harmless from and against any
and all liabilities, losses, damages, and costs, including reasonable
attorney's fees, resulting from, arising out of, or in any way connected
with (a) any breach by you of any warranty, representation, or agreement
contained in this Agreement, (b) the performance of your duties and
obligations under this Agreement, (c) your negligence or (d) any injury
caused directly or indirectly by your negligent or intentional acts
or omissions, or the unauthorized use of our client's marketing material
or this Affiliate Program.
8. Disclaimers
We make no express or implied warranties or representations with respect
to the Affiliate Program, Rich Clicks or referral fee payment arrangements
(including, without limitation, their functionality, warranties of fitness,
merchantability, legality, non-infringement, or any implied warranties
arising out of a course of performance, dealing, or trade usage). In
addition, we make no representation that the operation of our site or
our client's sites/softwares will be uninterrupted or error-free and
will not be liable for the consequences of any interruptions or errors.
9. Limitation of Liability [Risk allocation]
We will not be liable for indirect, special, or consequential damages
(or any loss of revenue, profits, or data) arising in connection with
this Agreement or the Affiliate Program, even if we have been advised
of the possibility of such damages. Nothing in this Agreement shall
be construed to provide any rights, remedies or benefits to any person
or entity. Any liability arising under this Agreement shall be satisfied
solely from the referral fee generated.
10. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS
TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THIS PROFIT SHARING PROGRAM AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH
IN THIS AGREEMENT.
11. Miscellaneous
11.1 Governing Law
This Agreement will be governed by the laws of Costa Rica without reference
to rules governing choice of law. Any action relating to this Agreement
must be brought in Costa Rica and you irrevocably consent to the jurisdiction
of its courts.
11.2 Assignability and Enurement
You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this
Agreement will be binding on, inure to the benefit of, and enforceable
against you and us and our respective successors and assigns.
11.3 Non-Waiver
Our failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement. NO
MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT
ARE PERMITTED OR WILL BE RECOGNIZED BY US. None of our employees, officers
or agents may verbally alter, modify or waive any provision of this
Agreement.
11.4 Remedies
Our rights and remedies hereunder shall not be mutually exclusive, i.e.,
the exercise of one or more of the provisions of this Agreement shall
not preclude the exercise of any other provision. You acknowledge, confirm,
and agree that damages may be inadequate for a breach or a threatened
breach of this Agreement and, in the event of a breach or threatened
breach of any provision of this Agreement, the respective rights and
obligations of the parties may be enforceable by specific performance,
injunction, or other equitable remedy. Nothing contained in this Agreement
shall limit or affect any of our rights at law, or otherwise, for a
breach or threatened breach of any provision of this Agreement, it being
the intent of this provision to make clear that our respective rights
and obligations shall be enforceable in equity as well as at law or
otherwise.
11.5 Severability/Waiver
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 or any provision hereof. No waiver will
be implied from conduct or failure to enforce any rights and must be
in writing to be effective. IN WITNESS WHEREOF, you expressly agree
to the terms and conditions of this Agreement by downloading our client's
marketing materials and creating a link from your site to any of our
client's brands.
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