Marsbet Group Affiliates – Terms and Conditions Programme
The below is an agreement between Marsbet Affiliates, a company incorporated in Malta that operates worldwide. Marsbet is owned by Alpha Entertainment B.V. registration number 129958 having its registered address at ‘Chuchubiweg 17, Curaçao. Alpha Entertainment BV is licensed and regulated by the Curacao Egaming. ( “MB”, “us” or “we”) and you (“you” or “the Affiliate”) which regulates the relationship between you and us (“The Affiliate Agreement”) . Please read the Affiliate Agreement carefully to ensure you understand your rights and obligations and the repercussions for you should you breach the Affiliate Agreement.
By registering for the Affiliate Programme, and / or by accessing and utilising any of our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Programme, you have will be deemed to have read, understood and agreed to the Affiliate Agreement.
The terms and conditions have been amended as of 19th September 2017 and will apply to any unbilled amounts, for the avoidance of doubt, these amended terms and conditions will take effect from the first day of any unbilled calendar month (“Effective Date“) and by continuing with the Affiliate Programme past this date you agree to be bound by this Affiliate Agreement as from the Effective Date, IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN IT IS YOUR RESPONSIBILITY TO TERMINATE IN ACCORDANCE WITH CLAUSE 9 BELOW. IF YOU DO NOT TERMINATE YOUR AFFILIATE AGREEMENT THEN THESE TERMS AND CONDITIONS WILL BE BINDING ON YOU.
1.1 “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Programme.
1.2 “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Programme and approved by MG.
1.4 “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Programme.
1.5 “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other any third party website to Marsbet Group Websites.
1.6 “Affiliate Programme” means the collaboration between MB and the Affiliate whereby the Affiliate will promote Marsbet Group’s websites and create the Affiliate Links from the Affiliate Website(s) to Marsbet Group’s websites and thereby be paid a commission as defined under the Affiliate Agreement depending on the traffic generated to the websites subject to the terms and conditions of the Affiliate Agreement and to the applicable product-specific Commission Structure.
1.7 “Affiliate Website(s)” means any website on the world wide web which is maintained, operated or otherwise controlled by the Affiliate.
1.8 “Marsbet Group” shall mean MG and any other company who is owned by Marsbet Group.
1.9 “Marsbet Group Websites” means the website with domain names owend by Marsbet Group or other such websites as may be added to the Affiliate Programme by MG from time to time;
1.10 “Commission” means the percentage of the Net Revenue as set out in the Commission Structures for each particular product.
1.11 “Commission Structures” means the commission structures or any specific commission structure expressly agreed between MG and the Affiliate.
1.12 “Confidential Information” means any information of commercial or essential value relating to Marsbet Group such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of Marsbet Group Websites, technology, marketing plans and manners of operation.
1.13 “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, utility brands, and registrations of the aforesaid and/or any other similar rights of this nature.
1.14 “Net Revenue” means:
(i) in relation to sportsbook, casino, bingo and scratch: all monies received by Marsbet Group from New Customers in relation to placed bets/casino activities less (a) monies paid out to New Customers as winnings, (b) bonus and jackpot contribution payouts, (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes and (g) monies paid out as duties or taxes; and
(ii) in relation to poker: the rake contributed less (a) bonuses, loyalty bonuses, promotional amounts and/or rake backs, (b) administration fees, (c) fraud costs and (d) charge backs.
For the avoidance of doubt, all Net Revenue amounts referred to above are only in relation amounts generated from New Customers referred to Marsbet Group Websites by the Affiliate Website(s).
1.15 “New Customer” means a new first time customer of Marsbet Group having made a first deposit amounting to at least the applicable minimum deposit at Marsbet Group Websites’ betting account in accordance with the applicable terms and conditions of Marsbet Group Websites’, but excluding the Affiliate, its employees, relatives and/or friends.
1.16 “Parties” means MG and the Affiliate (each a “Party”).
- Your Obligations
2.1 Registering as an Affiliate. It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Programme is correct and that such information is kept up to date at all times. To become a member of our Affiliate Programme you must to accept these terms and conditions by ticking the box indicating your acceptance and completing and submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement. We will, at our sole discretion determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful. You will provide any documentation required by MG to verify the Affiliate Application and / or to verify the Affiliate Account information provided to Marsbet Group at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.
2.2 Affiliate log in details. It is your sole obligation and responsibility to ensure that (and to put in place all necessary measures to ensure that) your log in details for your Affiliate Account are kept confidential, safe and secure at all times. Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your log in information shall be your sole responsibility and you remain solely responsible and liable for all activity and conduct occurring under you Affiliate Account user ID and password whether such activity and / or conduct was undertaken by you or not. It is your obligation to inform us immediately if you suspect illegal or unauthorised use of your Affiliate Account. As you log in details are confidential, we do not have visibility of this information and cannot provide you with such information in case of loss.
2.3 Affiliate minimum efforts. By agreeing to participate in the Affiliate Programme, you are agreeing to use your best efforts to actively and effectively advertise, market and promote the Marsbet Group Websites in accordance with the provisions of the Affiliate Agreement and Marsbet Group’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Marsbet Group’s best interest and will in no way harm Marsbet Group’s reputation or goodwill. You may link to the Marsbet Group Website’s using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.
2.4 Valid traffic and good faith. You will not generate traffic to the Marsbet Group Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behaviour shall be deemed as fraud. You will also not attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage. Where you have any reasonable suspicion that any New Customer referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same. You here by recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assist in any form of affiliate fraud (whether notified by you or later discovered by us) does not constitute a valid New Customer under the Affiliate Agreement (and thereby no Commission shall be payable by MG in relation to such New Customers).
2.5 Affiliate Website. You will be solely responsible for the development, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable law and appears and functions as a professional website. Affiliates operating in Denmark shall comply with The Marketing Practices Act, specifically in regards to Article 6 “An advertisement shall be designed in such a way that it will be clearly understood to be an advertisement irrespective of its form and irrespective of the medium in which it is presented.” Kindly find the full version of the Act. You will not present the Affiliate Website in such a way so that the Affiliate Website may cause confusion with the Marsbet Group Websites and / or Marsbet Group generally or so that it may give the impression that it is owned or operated by Marsbet Group. The Affiliate Website will not contain any defamatory, libellous, discriminatory, obscene, unlawful (including that which the Affiliate does not have permission from any third party rights owner to use, for example illegal streaming) or otherwise unsuitable content (including, but not limited to: sexually explicit material which is not in line with legal or acceptable standards, violent, obscene, derogatory or pornographic materials or content which would be illegal in target country).
2.6 Affiliate Programme. The Affiliate Programme is intended for your direct participation and is intended of professional website publishers. You shall not open affiliate accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted by MG. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at our discretion. You shall not open more than one Affiliate Account without our prior written consent.
2.7 Affiliate Links. The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate’s Website and if you display or make accessible to visitors to the Affiliate Websites descriptive information regarding any vendors whose banners are displayed on the Affiliates Website you shall, subject to our prior written approval of the content thereof, include similar descriptive information regarding the applicable Marsbet Group Websites. You will only use Affiliate Links provided by Marsbet Group within the scope of the Affiliate Programme. Masking your Affiliate Links (for example hiding the source of the traffic sent to Marsbet Group’s Websites) is also prohibited.
2.8 Unsuitable websites. You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property Rights (or in any other way link to or drive traffic to any Marsbet Group Website via) on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, those that: are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or of Marsbet Group or breach any relevant advertising regulations or codes of practice in any territory or any jurisdiction where such Affiliate Links or digital advertisements may be featured.
2.9 Email and SMS marketing. If sending any emails or SMS communications to individuals which (i) include any of Marsbet Group’s Intellectual Property Rights; or (ii) otherwise intend to promote Marsbet Group Websites, you must first have permission to send such emails from MG. If such permission is granted by MG you must then ensure you have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (by SMS or email as relevant) and that such individuals have not opted out of receiving such communication. You must also make it clear, so that no confusion is caused (in regards to the sender of such communication) to the recipient that all marketing communications are sent from you and are not from Marsbet Group.
2.10 Use of Marsbet Group Intellectual Property Rights. Any use of Marsbet Group’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in Clause 2.12 below. You will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the Marsbet Group trademarks or otherwise include the Marsbet Group trademarks or variations thereof, or include metatag keywords on the Affiliate Website which are identical or similar to any of the Marsbet Group trademarks. You will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of any member of Marsbet Group, or any other name that could be understood to designate Marsbet Group or any Marsbet Group brand.
2.11 Approved creative. You will not use any advertising layout or creative (including banners, images, logos and / or any material containing) incorporating or in any way utilising our Intellectual Property Rights unless the advertising layout or creative has been provided to you by MG or (where creative / advertising layouts are created by you) without the advanced written approval of MG in relation to each and every advertising layout or creative. You will not alter the appearance of any advertising or creative which has been provided to you or for which such approval has been granted by MG. It is your responsibility to seek approval from MG in time for release or launch of any advertising campaign or creative and to ensure you have written approval from MG in relation to each and every advertising layout or creative and to be able to evidence such approval upon request.
2.12 Loyalty programmes. You will not offer any rake-back / cash-back/ value-back or similar programmes, other than such programmes as are offered on the Marsbet Group Websites.
2.13 Responsible Gaming. You are aware of Marsbet Group’s on-going commitment to responsible gaming and the prevention of gambling addiction and you will actively co-operate with Marsbet Group to convey a responsible gaming message and reduce gambling addiction including (but not limited to) featuring such responsible gaming links, information or logos as required by Marsbet Group on the Affiliate Website. You will not use any material or in any way target persons who are under 18 (or older where you target a jurisdiction or territory where the minimum age to partake in gambling is greater than 18).
2.14 Illegal activity. You will not target any territory or jurisdictions where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. You will act legally and within the relevant and / or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Programme or otherwise.
2.16 Cost and expense. You shall be solely responsible for all risk, costs and expenses incurred by you in meeting your obligations under the Affiliate Agreement.
2.17 Marsbet Group monitoring of Affiliate activity. You will immediately give Marsbet Group all such assistance as is required and provide us with all such information as is requested by Marsbet Group to monitor your activity under the Affiliate Programme.
2.18 Commissions paid to the Affiliate incorrectly. The Affiliate agrees to immediately upon request by MG, return all Commissions received based on New Customers referred to Marsbet Group in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.
- Your rights
3.1 Right to direct new Customers. We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to such Marsbet Group Websites as we have agreed with you in strict accordance with the terms and conditions of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by or through persons or entities other than you.
3.2 Licence to use Marsbet Group Intellectual Property Rights. We grant to you a non-exclusive, non-transferable licence, during the term of this Affiliate Agreement, to use the Marsbet Group Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Marsbet Group. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marsbet Group Intellectual Property Rights is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of any Marsbet Group Intellectual Property Rights in any action or proceedings of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marsbet Group Intellectual Property Rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marsbet Group Intellectual Property Rights by any third party.
- Our Obligations
4.1 We shall use our best endeavours to supply you with all such materials and information required for necessary implementation of the Affiliate Links.
4.2 At our sole discretion, we may register any New Customers directed to the Marsbet Group Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.
4.3 We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.
4.5 Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with Clause 6.
- Our Rights and Remedies
5.1 In the case of your breach (or, where relevant, suspected breach) of the Affiliate Agreement or your negligence in performance under the Affiliate Programme, or failure to in any way meet your obligations hereunder, MG and Marsbet Group shall have (at MG and / or Marsbet Group’s sole discretion) the following remedies available:
(i) the right to suspend (for up to 180 days) any Affiliate’s participation in the Affiliate Programme for such period as is required to investigate any activities of the Affiliate that may be in breach of the Affiliate Agreement. During any period of suspension, payments of Commission will also be suspended;
(ii) the right to withhold any Commission or any other payment payable or owing to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate under the Affiliate Agreement which is in breach of (or otherwise not in accordance with) the Affiliate’s obligations under the Affiliate Agreement;
(iv) the right to withhold and / or set off such monies as MG or Marsbet Group deems reasonable from the Commission to cover any indemnity given by the Affiliate hereunder or to otherwise cover any liability of Marsbet Group which arises as a result of the Affiliate’s breach of the Affiliate Agreement or the Affiliate’s negligent performance hereunder;
(v) immediately terminate the Affiliate Agreement.
5.2 Our rights and remedies detailed above shall not be mutually exclusive. Therefore, the exercise of one or more of the right or remedies listed above shall not preclude the exercise of any other right or remedy. You also acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of the Affiliate Agreement and, in the event of a breach or threatened breach of any provision of the Affiliate Agreement; we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in the Affiliate Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of the Affiliate Agreement, the intention of this provision is to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
- Commission and Payment
6.1 Payment of Commission shall be made through our Affiliate Wallet. Due to regulations under The Malta Gaming Authority, partners may be required for verification and ‘know your customer’ documentation before a withdrawal can be accessed. If an error is made in the calculation of the Commission, MG reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
6.2 The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
6.3 If the Affiliate disagrees with the balance due as reported, s/he shall notify MG within fifteen (15) days and state the reasons of the disagreement. Failure to notify MG within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.
6.4 The Affiliate may, at the sole discretion of MG, be provided with the opportunity to restructure its commission structure. Examples of alternative commission structures could include a Cost Per Acquisition (CPA) model. However, and for the avoidance of doubt, only one type of Commission Structure for the same product may be applied at the same time. Therefore, once an Affiliate accepts MG’s offer to apply a new commission structure, different to the standard Commission Structure detailed in the Affiliate Agreement, the Affiliate hereby agrees and understands that the new proposed commission structure shall replace his existing commission structure in its entirety. Notwithstanding the above, the Affiliate’s obligations assumed under the Affiliate Agreement will still continue to apply to the Affiliate even if a new commission structure is applicable.
6.5 The Affiliate shall have the sole responsibility to pay 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 compensation generated under the Affiliate Agreement. MG shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify MG in that regard.
6.6 If in any given calendar month, a player from any Affiliate generates negative commissionable revenue of at least €50,000 (fifty thousand Euro) then such player shall be deemed to be a high roller (“High roller(s)”). In calculating Commission for High Rollers; where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month then we shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future commission payable to you in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. If any High Roller(s) has a negative commissionable revenue in excess of €50,000 (fifty thousand Euro) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.
- Modification of terms and conditions
We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Programme rules. If any modification is unacceptable to you, your only recourse is to terminate the Affiliate Agreement. Your continued participation in our Affiliate Programme following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.
- Confidential Information and Publicity
During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Programme (including, for example, the Commissions earned by you under the Affiliate Programme). You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for purposes necessary to further the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of the Affiliate Agreement. You must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Programme without the prior written consent of Marsbet Group (with approval of the exact content to also be approved by MG).
9.1 Disclaimer. We make no express or implied warranties or representations with respect to the Affiliate Programme, about Marsbet Group or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Marsbet Group Affiliate Account system and the Marsbet Group database, the database shall be deemed accurate.
9.2 Indemnity. You shall defend, indemnify, and hold Marsbet Group, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our banners and links or this Affiliate Programme.
9.3. Limitation of Liability. MG and / or Marsbet Group shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Programme, even if we have been advised of the possibility of such damages.
9.4 Non-Waiver. Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement. No modifications, additions, deletions or interlineations of the Affiliate Agreement are permitted or will be recognised by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to the Affiliate Agreement or its terms.
9.5 Relationship of Parties. MG and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. 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 would contradict anything in this Affiliate Agreement.
9.6 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, 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 such event occurs, the non-performing Party is excused from whatever performance is prevented by the 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 Affiliate Agreement with immediate effect by providing a written notice.
9.7 Assignability. You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, the Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
9.8 Severability. Each provision of the Affiliate Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of the Affiliate 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 the Affiliate 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.
9.9 English language. Where the Affiliate Agreement is translated into the languages, please be aware that the Affiliate Agreement was first drafted in English and where there is any conflict or discrepancy between the English language version and any other language, the English language version shall prevail.
9.10 Governing Law. The validity, construction and performance of the Affiliate Agreement and any claim, dispute or matter arising under or in connection to the Affiliate Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. Each Party irrevocably submits to the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with the Affiliate Agreement and/or its enforceability.