Casino Coins – Affiliate Terms and Conditions – August 9, 2007
Please Read and Print for Future Reference
If you wish to participate in our Webmaster program as a Casino Coins Affiliate, please indicate your agreement to do so by clicking the "I Agree" button below. By doing so, these Terms and Conditions become a legally binding agreement (the “Agreement”) between you and us. These Terms and Conditions may be amended from time to time, and when we post the amended Terms and Conditions on our website, you are deemed to have notice of, and to agree to, the amended Terms and Conditions as part of your Agreement with us.
Additionally, by accessing and utilizing any of the Casino Coins' Marketing Tools, and each time you accept any commission, bonus or reward whether contained in these Terms and Conditions or elsewhere on our website, you agree to be bound by the Terms and Conditions as posted on the website at the relevant time.
The terms "we" and "us" refer to EHG Inc. and/or its trade name Casino Coins. "You", "Webmaster" and “Affiliate” refer to the other party to the Agreement formed by the acceptance of these Terms and Conditions. "Client" means any business that has contracted with Casino Coins to promote the Client’s Casino(s) (the “Client Casinos”). This Agreement provides you with the non-exclusive right to direct persons ("Visitors") from your site or sites to the Client Casinos, in return for the payment of commissions and referral bonuses specified below.
ENROLLMENT
To enroll as a Casino Coins Affiliate, please read and accept these Terms and Conditions and then submit a complete Casino Coins Webmaster Account application to us via our Web site. We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
If you are accepted as a Casino Coins Affiliate, your application forms part of this Agreement. You must report to us promptly any change in the information provided in your application.
DISPLAY OF BANNERS
During the term of this Agreement, you shall display a banner or banners provided by Casino Coins on your site (the "Webmaster Site") as a hyperlink to direct Visitors from the Webmaster Site to the Client Casinos, using distinct URLs supplied by Casino Coins exclusively for linking (the "Supplied Banners").
The Supplied Banners shall be displayed at least as prominently as any other sales link on the Webmaster site, and if the Webmaster displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Webmaster site, the Webmaster shall, subject to Casino Coins' prior written approval of the content thereof, include similar descriptive information regarding the Client Casinos.
The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Webmaster shall be entitled to display the banners of, and provide links to, sites of other companies through the Webmaster site, and Casino Coins shall be entitled to make the Client's banners available through online and other services than the Webmaster site.
DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL
As an Affiliate, you will have access through Casino Coins' "www.CasinoCoins.com" website to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".)
In these Terms and Conditions, the word “use” means the right to copy, transmit, distribute, display and perform both privately and publicly for the specific, limited purposes authorized herein. Any banners, names, website names and other related textual and graphic materials which are made available by a Client are referred to collectively as the "Client Materials". Any banners, names, website names and other related textual and graphic materials which are made available by Casino Coins are referred to collectively as the “Casino Coins Materials”.
Casino Coins and the Client hereby grant to the Webmaster the non-exclusive, non-transferable, non-assignable right, during the term of this Agreement, to use the Client Materials and the Casino Coins Materials for the purpose of inclusion on the Webmaster's site and for the specific and limited purposes authorized herein. Casino Coins and the Client authorize the Webmaster to advertise and promote the Client Casinos by using the Client Materials and the Casino Coins Materials.
Casino Coins and the Client also authorize the Webmaster to refer, in the Webmaster's advertising and promotions, to the fact that the Casino Coins and Client Casinos are accessible through the Webmaster site, provided that any such statement, advertising or promotion:
does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of Casino Coins or the Client, other than Casino Coins or the Client's Casino(s) name and/or website names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of Casino Coins' or the Client's logos or other trademark);
does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the Client sponsors, authorizes, and/or is the source or origin of the Webmaster site; and
does not disparage Casino Coins or the Client Casinos, the Client or its products, services, or affiliates.
All use of the Casino Coins Materials or the Client Materials hereunder shall accrue and enure to the benefit of the Client and shall not create any rights, title or interest in them for the Webmaster. No other use of the names, trade names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations of Casino Coins or the Client, or thing confusingly similar with any of the foregoing, may be made or used by the Webmaster for any purpose without the prior written approval of Casino Coins or the Client, as applicable.
The Webmaster acknowledges that the Client owns exclusively all right, title and interest (including without limitation, all rights provided under the laws governing copyright and trademarks) in and to the Client Materials and other Client intellectual property (including all names, trademarks, service marks, design marks, symbols and/or other indicia of origin) throughout the world and in perpetuity, subject to the permissions granted in this Agreement. The Webmaster acknowledges that it acquires absolutely no right in or to the Client Materials or such intellectual property. The Webmaster agrees not to challenge any intellectual property rights of the Client or Casino Coins anywhere in the world.
The Webmaster agrees not to change the text or content of any promotions offered by the Client or Casino Coins without the prior written consent of Casino Coins. The Webmaster agrees not to make any misrepresentation to the public regarding the Client, the Client Casinos or Casino Coins.
MAINTAINING THE LINKS
You agree to fully cooperate with us in order to establish and maintain the Links between the Webmaster Site and the Casino Coins Site and/or the Client Casinos . The maintenance and updating of the Webmaster Site will be your responsibility. The graphics and/or text associated with the Links to the Casino Coins Site or the Client Casinos will be updated periodically and it will therefore be necessary for you to update the content of the Webmaster Site on a regular basis. Please be aware that we reserve the right to monitor your site to determine if you are following the terms and conditions of this Agreement and to notify you of any changes that we believe should be made.
NO SPAM PERMITTED
Any use of spam by you or on your behalf will be a fundamental breach of your Agreement with us. Any use of spam will result in your account being closed and all funds in your account or otherwise payable to you being forfeited as liquidated damages.
Our Clients are liable to incur expenses in dealing with spam generated email, and any such expenses will be paid out from your account if a Client seeks compensation. The amount determined by the Client to be fair will be deemed final and binding on you, and such amount will be deducted from any funds in your account.
Should these expenses not be covered by funds in your account we reserve the right to invoice you for the relevant amount, and you agree to pay the relevant amount promptly. If you do not, we may pursue other means for obtaining payment including filing a claim against you for any unpaid amount.
GOOD FAITH
You agree to use commercially accepted best internet marketing practices in your promotional activities as a Casino Coins Affiliate. You will not knowingly generate or benefit from known or suspected traffic which is not generated using such internet marketing practices, whether or not it causes Casino Coins or the Client harm.
Should any fraudulent activity occur at a Client Casino or affect a Client or Casino Coins, to your knowledge or otherwise, as a result of a Visitor or other person directed to a Client Casino via your link, we retain the right to retract and reclaim any or all commissions paid to you at any time. Our decision in this regard will be final and no prior notice will be required. If we have reasonable grounds to believe that such traffic or activity has been caused or has occurred with your knowledge and/or acquiescence, we reserve the right to retain all amounts in your account and otherwise payable to you under this Agreement, and you shall forfeit such amounts as liquidated damages.
Further, should an Affiliate develop a pattern of referring Visitors who only take advantage of a “welcome bonus” and then leave the casino (known as "Bonus Hunters"), we reserve the right to suspend your Affiliate account without prior communication until further notice. Again, we reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such Bonus Hunter traffic has been caused with your knowledge, and you shall forfeit such amounts as liquidated damages.
COMMISSION AND REFERRAL BONUS
Casino Coins shall make monthly payments of commissions and bonuses to Webmasters within 10 business days following the end of the prior month, and shall make available at a designated URL (www.casinocoins.com) a statement providing in reasonable detail the basis for such payment. Commissions and bonuses payable in respect of all applicable Client Casinos will be aggregated into one payment amount.
Commissions
You shall be entitled to a commission equal to the applicable percentage (below) of Player Net Revenue, derived from any transaction from Visitors who used the Client’s software who first linked to the Client Casinos from your Webmaster Site ("Linking Visitors") during the term of this Agreement.
The following terms relating to the calculations of commissions have the following meanings:
"Player Net Revenue" is defined as gross bets less payout (calculated using the Client's software), derived from any real transaction with a Linking Visitor in which revenue is paid or credited to the Client, less: (i) charge backs and discretionary returns, (ii) sign up bonuses, and (iii) promotion bonuses.
"Charge backs" occur when a customer, credit card company or other third party payment provider reverses a charge in relation to a purchase transaction. Whether due to fraudulent activity, insufficient funds, or other reasons, the reversed amount will be deducted as stated above. Chargebacks are deducted in the month they are realized and NOT necessarily in the month that the transaction occurred.
"Fraudulent Account" means a Linking Visitor account which has Charge back and has never completed a successful transaction.
"Applicable Percentage" is defined as the percentage, calculated monthly, set forth below for the service during the month from which the Player Net Revenues were derived:
on Player Net Revenue in the month up to and including $15,000 >> 25%
on Player Net Revenue in the month over $15,000 - $30,000 >> 30%
on Player Net Revenue in the month over $30,001 >> 35%
Casino Coins does NOT carryover negative balances month to month due to player winnings. In such cases, the Affiliate’s account will be zeroed out at the beginning of the next month. However, negative balances incurred due to chargebacks WILL carryover until the amount and related costs are recovered in full. In the case of CPA campaigns, chargebacks from Fraudulent Accounts will be deducted from Webmaster commissions. Casino Coins has adopted this policy as it cannot reasonably be held responsible to pay commissions based on revenue never realized.
Referral Bonuses
You shall be entitled to a referral bonus calculated as set out below, with respect to monthly Player Net Revenue generated by Visitors who arrive from other Webmasters that you refer to us directly or indirectly:
from Webmasters referred to us directly (Tier 1): >> 2%
from Webmasters referred to us by Tier 1 Webmasters (Tier 2): >> 1.5%
from Webmasters referred to us by Tier 2 Webmasters (Tier 3): >> 1%
from Webmasters referred to us by Tier 3 Webmasters (Tier 4): >> 0.75%
from Webmasters referred to us by Tier 4 Webmasters (Tier 5): >> 0.25%
All amounts are expressed in U.S. dollars.
Casino Coins' tracking system shall be the sole method for determining the basis of the calculation of commissions and referral bonuses hereunder, and Casino Coins' calculations shall be binding on the Webmaster, absent manifest error.
WEBMASTER REWARD PROGRAMS
Casino Coins may from time to time offer rewards to or contests for Webmasters (“Reward Programs”) to stimulate or reward high levels of Linking Visitors.
To participate in our Reward Programs, you must be an active Webmaster in good standing with Casino Coins.
Webmasters participating in any Reward Program agree to be bound by the decisions of Casino Coins, which will be final and binding in all respects. All interpretations of the rules and decisions by Casino Coins are final.
Casino Coins reserves the right to terminate, suspend or modify any and all Webmaster Reward Programs for any reason whatsoever in Casino Coins’ discretion, without prior notice or liability to a Webmaster. Such reasons may include (without limitation) circumstances where for any reason the Reward Program is not capable of running as planned, or if the administration, security, fairness, integrity, or proper conduct of the Reward Program is corrupted or adversely affected by causes outside of the control of Casino Coins.
All taxes, fees, and surcharges, if any, on Rewards are the sole responsibility of the prizewinner.
Acceptance of a prize constitutes permission for Casino Coins and its advertising and promotional agencies to use the recipient’s name, photograph and/or likeness for advertising and promoting and publicizing the services of Casino Coins in any medium without compensation, unless otherwise prohibited by law.
Webmasters release and hold harmless Casino Coins and its Clients and their respective affiliates, subsidiaries, directors, officers, agents, employees, and all others associated with the development and execution of the Reward Program from and against any and all liability with respect to or in any way arising from a Reward Program and the awarding, use or misuse of the prize, including liability for personal injury or damage to property including any injury or damage to Webmaster's or any other person's computer.
CONFIDENTIAL INFORMATION
As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:
may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties, or
may receive hereunder from the other.
Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:
use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care,
accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder, and
restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.
The foregoing restrictions shall not apply to information that:
is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;
the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;
is received from a third party without restriction and without breach of this Agreement;
was independently developed by the recipient as evidenced by its records; and
the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
LIABILITY
The Webmaster acknowledges that Casino Coins does not advocate or endorse the purchase or the use of any services offered by the Client through the Client Casinos or through the Client’s software, nor does it warranty the quality, fitness, or results of any such service or compliance with any law or regulation. Casino Coins confirms that each Client represents and warrants that:
the Client has the right and authorization to grant the rights and licenses granted herein, and
the Client's software, and the reproduction, distribution, transmission, public performance and public display of the Client Materials in connection with the Webmaster site, do not:
(i) invade the right of privacy or publicity of any third person, or
(ii) contain any libelous, obscene, indecent or otherwise unlawful material.
The Webmaster represents and warrants that:
the Webmaster has the right and authorization to enter into this Agreement,
the Webmaster Site does not, and the reproduction, distribution, transmission, public performance and public display of any materials of the Webmaster as permitted herein, do not:
(i) invade the right of privacy or publicity of any third person,
(ii) contain any libelous, obscene, indecent or otherwise unlawful material, or
(iii) infringe any patent, copyright, trademark or other intellectual property right of any third party in any jurisdiction, and
the Webmaster has received no notice of such invasion, violation or infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin when you click “I Agree” to these Terms and Conditions, provided that we have previously accepted or subsequently accept your application as an Affiliate. The term of this Agreement will be continuous until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
Upon termination:
You must remove any Casino Coins and Client's banners from your site and disable any links from your site to ours and theirs.
All rights and licenses given to you in this Agreement shall immediately terminate.
Unpaid commissions and bonuses, if any, earned by you prior to the date of termination will be paid at the sole discretion of Casino Coins. You will not be entitled to any commissions, bonuses or other fees whatsoever resulting from Linking Visitor play occurring on or after the date of termination.
If you have failed to fulfill your obligations and responsibilities under this Agreement, you will forfeit and we will not pay you any commissions, bonuses or other amounts otherwise owing to you upon termination.
We may withhold your final payment for a reasonable time and deduct from it any amounts owing due to chargebacks or other reasons, or amounts to be forfeited under the terms of this Agreement.
If we continue to permit activity (generation of revenue) from Linking Visitors after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
You will return to us any Confidential Information, and all copies of it in your possession, custody and control. You will cease all uses of any trade names, trademarks, service marks, logos and other designations of our Clients or Casino Coins.
You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
LIMITATION OF LIABILITY
Neither party will be liable to the other party (nor to any person claiming rights derived from the other party's rights) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind - including lost revenue or profits, loss of business, or loss of data - arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof.
ACKNOWLEDGEMENT OF NO WARRANTY
Except as expressly stated in this Agreement, neither party warrants that its respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly stated in this Agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.
AFFILIATE ACCOUNT AND PLAYER ACCOUNT RELATIONSHIP
Webmasters and their personnel are permitted to establish player accounts with our Client Casinos and wager real money on any game offered. However, Casino Coins policy prohibits Webmasters and their personnel from registering these players as Linking Visitors. Not only will there be no commissions, bonuses or other amounts paid out to Webmasters for such players and activity, but Webmasters caught augmenting their revenues by generating play through such unqualified accounts risk the forfeiture of all commissions earned for a full month. Webmasters that persist in this practice after such a penalization will be terminated as Casino Coins Affiliates. In sum, Affiliates are prohibited from earning revenue from their own wagering or wagering by persons for whom they are responsible. This policy is entirely consistent with the purpose of the Casino Coins program: Directing new players to Client Casinos.
SINGLE ACCOUNT
The Webmaster agrees to operate a single Webmaster site with the Client Casinos. If Casino Coins should discover, using information it deems appropriate in the circumstances, that the Webmaster is operating more than one Webmaster account, this Agreement shall terminate and the Webmaster will forfeit all rights to commissions and referral bonuses. Several sites may be registered to the one account, but the placement of any casino banner on a new site, under the Casino Coins Affiliates Program, MUST be reported by the Webmaster and cleared by the Casino Coins Support Team beforehand. Failure to obtain such clearance may result in the termination of the Webmaster's Agreement and account. The Webmaster will also forfeit all rights to commissions, bonuses and other amounts.
GENERAL
Casino Coins may assign this Agreement or any of its rights or delegate any of its duties under this Agreement, and shall give notice to the Webmaster of any such assignment or delegation. The Webmaster may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Casino Coins. Any purported assignment or delegation without such required consent shall be null and void.
This Agreement and its interpretation and performance, or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the internal substantive laws of Antigua and Barbuda .
Casino Coins and the Webmaster are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between Casino Coins and the Webmaster. Neither party has the authority to enter into agreements of any kind on behalf of the other party.
It is the Webmaster's responsibility to declare and pay all applicable taxes on the Webmaster's profits, according to their country's regulations. An institutional bank located on the island of Antigua issues the Webmaster's payments; therefore, Casino Coins will not issue any forms relating to this matter.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Any terms which by their nature are intended to survive the termination of this Agreement shall survive any termination indefinitely.
Casino Coins may modify any of these Terms and Conditions this Agreement by posting the modified Terms and Conditions at www.casinocoins.com. As an Affiliate, it is your responsibility to check this website and the date of the then-current Terms and Conditions to determine if amendments have been made. Regardless of whether you check, you agree at any time to be bound by the then-current terms and conditions. As an alternative, we may choose amend these Terms and Conditions by giving notice by email.
Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral program rules. 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 WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE BY YOU OF THE CHANGE.
August 9/07