TERMS AND CONDITIONS
Introduction of Definitions
Advertising Materials: Refers to materials used to promote the Company by the Affiliate.
Affiliate: The person or persons that participate in the Top Casino Partners Affiliate Program. One of the two Parties defined under the provisions of this Agreement.
Affiliate Application: The application used by the Affiliate to register an interest in joining the Affiliate Program.
Affiliate Program: An agreement between the Affiliate and the Company whereby the former promotes the latter using Advertising Materials, Approved Materials, and other agreed-upon means that are not in direct dissent with the terms and provisions of this Agreement.
Affiliate Services: The services supplied by the Affiliate in order to promote the Company.
Affiliate Website: A website or websites owned by the Affiliate for the purpose of promoting the Company services.*
Applicant: The person or company applying to the Affiliate Program using the Affiliate Application. The Applicant becomes the Affiliate after being accepted into the Affiliate Program.
Approved Materials: Marketing materials that have been approved for use by the Company and comply with relevant marketing standards. They may or may not use the Company’s Intellectual Property.***
Commission: The earnings that will be paid to the Affiliate as per the terms of this Agreement.
Commission Structure: The Commission that has been agreed upon by both parties as per Section 16 of this Agreement.
Company: Refers to Top Casino Partners and all sites and services operated under the Top Casino Partners brand. The Company are one of the two Parties defined under the provisions of this Agreement.
Intellectual Property: The rights that Top Casino Partners hold in relation to patents, trademarks, copyrights, and other such information.
Links: A term used to refer to hyperlinks that point to the Company and its websites from the Affiliate and their Affiliate Websites.
Net Revenue: Used in relation to a casino, this refers to all money that the Company has received from New Customers, less (i) money that is paid out to New Customers in the form of winnings, (ii) money from bonuses, jackpot contributions, and promotions, (iii) administrative costs and fraud costs, (iv) charge-backs and any stakes that have been returned to the customer, (v) any fees, duty or taxes that have been paid.
New Customer: Refers to a customer who signs up to the Company website through one of the Affiliate Website Links. To qualify as a New Customer they must be signing-up for the first time, and meet the minimum deposit requirements as per the terms and conditions of this Agreement. New Customers that are employed by, related to, or aquatinted with the Affiliate are excluded, as are customers that are already in, or have previously been a part of, the Top Casino Partners database.
Parties: The Affiliate and Company are the Parties mentioned hereafter; both are “Parties” to this Agreement and acknowledge its terms and provisions.
Sub-Affiliate: A person that the Affiliate directs to the Company’s Affiliate Program to be henceforth associated with the Affiliate’s account. They will become an Affiliate of the Company and all be entitled to Commission as per the agreed upon Commission Structure. Sub-Affiliates are also required to abide by the terms and provisions of this Agreement.
Sub-Affiliate Deal: The terms under which an Affiliate may signup another Affiliate to the Program. This deal outlines any additional Commission that may be available.
* The Affiliate is responsible for their own Affiliate Websites, including maintenance and fees, and the Company accepts no responsibility for the content on these websites.
** This Agreement describes all terms and conditions relating to the Affiliate Program offered by Top Casino Partners. Upon acceptance both Parties agree to all of the terms herein and understand that this Agreement is legally binding.
*** The Approved Materials that relate to online gaming activities offered on the Top Casino Partners website is the sole responsibility of the Company.
Acceptance of the Affiliate Application
Upon receiving the Affiliate Application, the Company will scrutinize it and then send notice to the Applicant to announce whether they have been accepted or rejected. The Company reserves the right to reject any candidate without explanation, and to take as long as they need to process the Affiliate Application.
If the Affiliate Application is accepted then the Company grants the Affiliate non-exclusive rights to send New Customers to the Company’s website(s). This right is granted to the Applicant only and is non-transferrable. By accepting the terms of this Agreement the Affiliate acknowledges that the Company has the right to provide its services to websites that are similar/identical to the Affiliate’s own websites, and unless the Affiliate is granted a Sub-Affiliate Deal they will not receive any money from other Affiliates of Top Casino Partners, nor are they entitled to Commission from any New Customer that does not signup through their Affiliate Websites as per the terms of this Agreement. The Affiliate acknowledges that this partnership is based solely on the traffic and New Customers that they send to the Company’s website(s) and that they will not be entitled to any Commission from, or information pertaining to, any other customers, recent or otherwise, of the Company.
Rules of Eligibility
The Affiliate provides guarantees for all of the following:
They are of sound mind and have the legal capacity to agree to the terms of this Agreement, to enter into a legally binding contract with the Company and to perform all of their contractual and legal obligations (as per the terms of this Agreement). They also guarantee that they will remain, to the best of their current knowledge and expectations, of sound mind throughout the length of his agreement.
All of the information that they have provided the Company, and all of the information that they will provide in the future, is accurate, honest, and provided in full and non-abbreviated form.
They will keep all data relating to this Agreement and their Affiliate Membership secure, including logins, registration information, and any permits and licenses that may be required, and they will be liable for any information that is lost, misplaced, or stolen.
They will abide by the rules and regulations of relevant authorities for as long as this Agreement is active.
They accept all of the terms listed herein and will continue to abide by them for the lifetime of this Agreement.
As soon as the Affiliate accepts the Agreement in full, the Company will assign he/she with a tracking code that is unique to them and will allow them to be recognized within the system. This unique tracking code will track all New Customers that signup via the Affiliate Websites owned by the Affiliate and will ensure they receive immediate credit and eventual Commission as per their Commission Structure. The tracking code will also keep a log of the bets that the New Customer places and the money they make/lose, which will provide the Company with a Net Revenue total.
The Company will provide the Affiliate with all the necessary Approved Materials to allow them to promote websites managed by the Company in a way that meets the terms and conditions described herein. The Company is not responsible for how these Links are implemented onto the Affiliate’s website.
Any Affiliate that wishes to use their own Advertising Materials must ensure those materials align with the terms described herein. If the terms of this Agreement change and those conditions change with them, the Affiliate agrees to make changes to their marketing materials in a timely manner.
The Company shall not be held responsible for the use of non-approved materials or the misuse of Approved Materials. The Affiliate accepts sole responsibility for how these materials are used on their Affiliate Websites and they are liable for any fines and/or penalties that their actions incur.
The tracking, analyzing and managing of Net Revenue and Commission relating to Links is the responsibility of the Company. The Company agree to make detailed accounts of these earnings and to send periodic reports to the Affiliate. All New Customers mentioned in these reports will be given a unique code to allow the Parties to track their activity without jeopardize Confidential Information agreements.
The Company agrees to manage all customer service issues relating to the Top Casino Partners website and to any other website owned or managed by the Company. They endeavor to fix any technical or customer support related issues in a timely fashion, but can make no guarantees and are not responsible for any perceived loss of earnings that occurs as a result of Company downtime.
The Company agrees to pay Commission to the Affiliate in accordance with the terms of the Agreement. They endeavor to track each and every New Customer to determine which Affiliate Website they originate from and to which Affiliate they will be attributed to. However, they cannot be held liable for the rare instances in which it is not possible to make such a connection, or if a mistake has been made.
The Company has the right to request additional information from the Affiliate in order to fully comply with current and future regulations as per Section 15 of this Agreement.
The Affiliate agrees to undertake and abide by the following:
To promote the Company’s Approved Materials to the best of their endeavors, advertising Top Casino Partners in a way that benefits both Parties. They agree to follow both the terms of this Agreement and the rules and regulations of the country in which they, and the Company, operate. Failure to do so may risk termination of this Agreement, as well as legal action, for which the Company assumes no responsibility.
To market Approved Materials and other Advertising Materials to potential New Customers at their own expense. They agree to accept all responsibility for the promotion of these materials, including any costs and legal issues. All of these promotional undertakings must be performed in alignment with the terms of this Agreement, in accordance with the laws and regulations, and in a wholly professional and appropriate manner.
To make sure that everything they advertise, including any promotions or bonuses they discuss, is relevant, accurate, and correct at the time they advertise it.
To abstain from editing any of the Approved Materials unless explicitly authorized by the Company.
To use only links supplied by the Company as per the terms of this agreement and their Affiliate account.
To assume complete responsible for all Affiliate Websites and Affiliate Services, including creation and maintenance, and to assume all liability for any issues that occur.
The affiliate provides assurances for all of the following:
Affiliate Websites and Affiliate Services do not contain or promote any materials deemed to be obscene, abusive, violent, defamatory, pornographic, or otherwise inappropriate.
Affiliate Websites do not contain content that is geared towards a younger audience in a way that can be perceived to be promoting gambling; Affiliate Services are in no way aimed at an underage audience.
Affiliate Websites and Affiliate Services are not targeted towards people who reside in a country where gambling is restricted, or where the Company is not regulated. The Company is neither responsible for such customers or legal actions that derive from attaining them, and it also reserves the right to refuse Commissions earned on underage gamblers or gamblers from restricted regions.
They will assist the Company in their ongoing fight against problem gambling and gambling addiction. They acknowledge that the Company is wholly committed to reducing problem gambling and agree to work with the Company on this issue. For example, the Company may request that the Affiliate places links to problem gambling organizations on Affiliate Websites or as part of Advertising Materials.
They will not spam or send unsolicited mail in order to generate New Customers, nor will they subscribe as a New Customer themselves in order to qualify themselves through their own Affiliate Program. Affiliates also agree to abstain from joining as a New Customer in order to benefit an acquaintance, friend, or family member, and they acknowledge that if a friend, family member, or acquaintance is found to be using their Links in this manner the Company may refuse that New Customer and suspend or terminate the Affiliate’s account.
They will not infer, intentionally or otherwise, that their Affiliate Website(s) is connected to the Company via a means other than an Affiliate Program.
They acknowledge that while they are allowed to use Approved Materials and other marketing provided by the Company, they are not entitled to use the logos, trademarks, images, templates, content, or other Intellectual Property of the Company without express written consent. To be perfectly clear, the Affiliate does not have permission to use the Intellectual Property of the Company and the Company reserve the right to suspend or terminate accounts found to be using or misusing (spam, unsolicited mails, content that lead to complaints) Intellectual Property.
The Company is within its right to suspend or terminate an Affiliate’s account without prior notice. It may also withhold money from the Affiliate, and/or deduct money from their account, if it believes they have received traffic or New Customers using fraudulent means that are in violation of the terms of this Agreement.
In the event that an Affiliate’s earnings have been lost due to an incident of intellect property theft from another Affiliate, and valid proof has been supplied to the Company and/or their legal representatives, the Company may withhold money from the Affiliate in order to compensate the injured party. Such claims should to be submitted to the Top Casino Partners support team.
The Affiliates understand that if they violate any terms of this agreement then they place themselves, the Company, and their partners at great risk and there could be severe repercussions for all Parties involved. This includes, but is not limited to, fines, punishments, penalties, and licensing issues. Should the Affiliate be found to be in breach of any of the terms of this Agreement then the Company has the right to terminate this Agreement without warning. Such a termination can occur instantly in part or in its entirety, and it may include the suspension of monies held by the Affiliate in their account. The Affiliate will be liable for any fine, sanction, penalty, or punishment applied to the Company as a result of their actions or inaction.
Right to Reject, Refuse, and Terminate
A New Customer’s account may be terminated if the Company or one of its operating websites is not abiding by the terms and conditions outlined by Top Casino Partners or its operating partners. The Company may also choose to reject a New Customer if they do not submit the required data, are found to have had a previous account, or are believed to be a risk to the service. These rejections and terminations are done at the sole discretion of the Company and can occur without prior warning.
The Company reserves the right to reject any Applicant or to terminate an Applicant’s account if they are deemed to be breaking the terms of this Agreement. If an affiliate is found to be in breach of this Agreement the Company many choose to take legal action to protect its assets, in addition to closing the Affiliate’s account.
Payments of Commission
The Company agrees to pay all Commission that is owed to the Affiliate for the registration of New Customers and, where applicable, Sub-Affiliates. All monies payable to the Affiliate is exclusive of VAT and other taxes.
The Company calculate Commission at the end of each calendar month, with payment being made by the 15th of the following month. Payments will only be made for legitimate Commission, as defined by the terms of this Agreement, and only if the Affiliate’s earnings meet the minimum requirement, as defined in the Affiliate’s account settings. Known as the “Minimum Threshold”, this amount will be carried over to the proceeding calendar month if it is not met and it will continue to be carried over until it is met.
If the total Commissions are in the negative, the Company reserves the right to carry this negative balance over to the proceeding months and to offset it against any future earnings that the Affiliate makes.
The Affiliate chooses their payment method in their account settings, after which the Company will endeavor to pay all Commission above the Minimum Threshold to this method.
If an error occurs during the calculation or payment stage and an overpayment is made, the Company reserves the right to rectify this in order to quickly recoup money that was incorrectly released.
In the event that an underpayment is made, and no terms of this Agreement are breached, the Company reserves the right to include any additional monies owed in future payments made to the Affiliate.
Acceptance of a Commission payment by the Affiliate shall be deemed as full acceptance and the payment made will constitute the final settlement of the account for that particular month.
If, for whatever reason, an Affiliate wishes to contest the amount due then they may contact the Company within thirty (30) days of the payment date and specify their reasons. Failure to contest payment within the aforementioned timeframe will be deemed a binding acceptance of the balance due for that particular month.
If the Company feels it is necessary to run additional checks on the Affiliate, their websites/account, or their New Customer, they reserve the right to delay payment for up to one-hundred and eighty (180) days. If they deem that the payment is just and that all transactions are correct and in line with the Agreement, the payment will be released.
If the company deems that the Affiliate generated traffic or New Customers through illegal means or means that violate this Agreement, no payment shall be due and the Affiliate’s account may be terminated.
In the event that an Affiliate uses illegal or fraudulent methods to acquire New Customers and the resulting Commission, they agree to fully reimburse the Company for any losses that they might have incurred, including, but not limited to, losses relating to payouts, fines, and advertising expenses.
The Affiliate is solely responsible for any taxes, levies, charges, or fees that are applied to their earnings. The Company will not be made liable for these payments under any circumstance, and in the event that the Company has no choice but to cover such charges on behalf of the Affiliate, they reserve the right to use the Affiliate’s account and their generated Commissions in order to reimburse themselves.
Affiliate Websites and Links
The Affiliate acknowledges that the maintenance of their Affiliate Website, the ongoing use of the Company’s Affiliate Program and their endeavors to abide by the terms in this Agreement are performed entirely at their own risk The Company makes no guarantee regarding the availability of the Top Casino Partners program or the website, and they accept no responsibility for the costs (fines, charges, perceived loss of Commissions) or inaccuracies that result from website downtime.
Throughout the term of this Agreement the Affiliate agrees to display Links and Approved Materials prominently on their Affiliate Website(s), as previously agreed upon by both Parties.
The Company reserve the right to oversee Affiliate operations to ensure that all Approved Materials are used correctly. If not, they may advise that changes are made. The Affiliate agrees to give the Company the means they need to perform this activity and to make changes in a timely manner when prompted.
The Affiliate agrees to refrain from doing anything that could confuse prospective customers into thinking that they are more closely aligned with the Company’s website or brand than they actually are.
The Affiliate agrees not to compete with the Company for keywords and search terms, and to avoid purchasing any domains that can perceived to be in direct competition with the Company. The Affiliate also agrees not to create social media accounts that are intended to mislead and/or to generate fraudulent traffic or signups. Doing so could result in termination of services and may potentially lead to legal action.
The Affiliate must abide by all privacy and data protection laws as set by regulators and authorities that oversee theirs and the Company’s operations. This includes, but is not limited to, laws concerning GDPR and notifications regarding cookies and tracking links that are stored on a New Customer’s computer. The Affiliate also agrees to avoid sending unsolicited emails and to always include an “Unsubscribe” button on any email correspondence that they send.
The Affiliate shall strive to ensure that all marketing material is sent only to players above legal gambling age in the jurisdiction where they reside, and that none of these materials are geared towards underage players. They also agree to avoid sending or promoting any material that promotes irresponsible gambling, and to ensure they work with the Company in their endeavors to reduce problem gambling.
Termination and Suspension
This agreement can be terminated by both Parties following a period of notice that is no less than thirty (30) days. This notice must be supplied via email. If, however, one of the terms of this Agreement is broken the Agreement may be considered void and terminated instantly by the non-offending party. Some minor Agreement breaches on behalf of the Affiliate will not result in immediate termination and the Affiliate will be given three days to remedy them.
In the event that one of the Parties is declared bankrupt then they may cancel the Agreement immediately and without warning by submission of a court order.
The Company reserves the right to cancel this Agreement for business reasons that are unrelated to fraud, bankruptcy, or data/security breaches. In such cases they may be unable to provide the usual thirty (30) day notice for internal reasons, but will endeavor to pay the Affiliate compensation based on previous month’s earnings, as well as any addition Commissions that may be owed to them.
As soon as this Agreement has been terminated, both parties agree that:
The Affiliate will remove all Approved Materials and Advertising Materials from their Affiliate Websites, regardless of the nature of these mentions, as well as any data they have retained regarding Confidential Information.
The Affiliate will be entitled to receive whatever unpaid Commission has been generated, but they will not be entitled to any additional amounts or compensation unless the nature of the termination suggests otherwise. The Affiliate will immediately stop generating Commission from the moment that the Agreement is terminated and the Company reserves the right to withhold payments to use as collateral for any fees or fines that result from legal violations occurring prior to or after the termination taking place.
Payment of Commissions owed to the Affiliate will be at the sole discretion of the Company if the Agreement was terminated as a result of fraud or an Agreement breach.
All licenses previously provided to the Affiliate by the Company will henceforth cease and any Intellectual Property previously licensed will be retracted and will return to the sole ownership of the Company.
All sensitive information (and any copies of it or documents relating to it) in the Affiliate’s possession that relates to the Company shall be returned at the end of the Agreement.
Termination of the contract will signal the end of all obligations that the Company owe to the Affiliate and it will also absolve them of any liabilities that result after the termination has taken place. They will also not be liable for anything that occurred prior to the termination, even if the repercussions are not seen until afterwards.
Liabilities and Indemnification
Under no circumstances will the Company be liable for the following:
Any loss of income, expected or otherwise
Any consequential loss of money, goodwill, or brand reputation
The Affiliate agrees to defend and indemnify the Company and all of its partners, affiliates, shareholders, stakeholders, attorneys of law, and employees, against all liabilities and legal claims, including any fees that result from the hiring of experts in connection with any of the following:
Violation of the Affiliate’s obligations and warranties under the terms of this Agreement.
The misuse of any marketing material, including Approved Materials, and the Company’s Intellectual Property.
Any material found on the Affiliate Website(s) that is deemed to be defamatory, against the terms of this Agreement, or against the law.
Any claim that the Affiliate, or their Affiliate Website(s), violate privacy laws, data protection laws, or third-party copyright, trademark, and intellectual property rights.
Claims that are related to the Affiliate Website(s) or the Links and/or content contained within.
An infringement of the Agreement, licensing laws, or other rules and regulations.
If it chooses, the Company, and its employees, shareholders and attorneys of law, may defend any claim relating to provisions of this Agreement and other legal issues.
Confidentiality and Privacy
The Affiliate agrees to treat all information sent to them by the Company, and gathered through tracking software, as private and confidential. They agree not to use information sent from the Company or gleaned through their own measures (if it pertains to the Company or their customers) for purposes other than those needed to fulfill the obligation of this Agreement. They agree not to sell this information to a third-party, or to use it for marketing purposes.
The Affiliate agrees not to disclose any private or personal information to an outside person, unless explicitly allowed by the Company or discussed in the pages of this Agreement.
The Affiliate agrees to only use customer information that has been provided to them by the Company, and to avoid using any other data, whether supplied by third-parties or gathered through internal means, in order to provide a service. This includes any phone numbers and home addresses that they may have acquired.
Section 10 of this Agreement will survive a complete and irrevocable termination of this Agreement to ensure that all Confidential Information remains safe according to data protection and privacy laws.
Intellectual Property Rights
The Company hereby grant the Affiliate the right to use its Intellectual Property as per the terms and conditions of this Agreement. All Affiliates are automatically granted a non-exclusive and royalty-free license to use the Intellectual Property provided by the Approved Materials, but this right ends as soon as the Agreement is terminated, regardless of the reason for that termination.
Nothing found in this Agreement shall signal or infer the transfer of Intellectual Property from one Party to the other. Nothing in this Agreement construes the transfer of copyrights, trademark, or any other kind of Intellectual Property, and the Affiliate understands that the use of such property in the Approved Materials is temporary and allowed under the express permission of the Company. The Affiliate further acknowledges that he or she only has the right to use materials provided by the Company and not to take content from the Company’s website or the websites of their partners. Furthermore, as outlined previously in this Agreement, any permission granted for the Affiliate’s use of Approved Materials will be rescinded at the moment of termination.
All Intellectual Property that results from this Agreement, including, but not limited to, Approved Materials and un-approved materials, customer data, and databases, will become and remain the sole property of the Company. The Affiliate has no claim to any of these rights, regardless of their involvement with the customers or their use of Approved Materials. The Affiliate will retain any content they created for their Affiliate Website if that content is (a) exclusive and original and (b) does not contain any of the Company’s intellectual property, but as per the terms of this Agreement they should remove any and all mention of the Company from their Affiliate Website(s).
Both parties agree not to challenge or assist in a challenge to the Intellectual Property owned by the other Party. This applies throughout the term of the Agreement and after its termination, and includes, but is not limited to, the registering of similar trademarks that may be deemed as competitive or the registering of expired or unchallenged trademarks owned, or previously owned, by either Parties or by their partners.
The Relationship Between the Parties
Nothing contained in this Agreement and nothing that results from it will constitute an employee/employer relationship, a partnership, a syndication, or a joint venture of any kind, and the Affiliate agrees to abstain from inferring any such relationship. They agree not to enter into any commitment or agreement that implies an obligation on behalf of the other Party.
In the event that there is confusion or contradiction between the English version of this Agreement and any translated versions of the same Agreement, both Parties shall refer to the text in the English version.
Should the Company deem that one or more of the terms in this Agreement is no longer valid, they reserve the right to replace it with a similar term that closely relates to the one it replaced. All other provisions shall remain valid and enforceable as per the Agreement.
No waiver of any term in this Agreement will be viable unless said waiver is signed by the person or persons against whom it will become enforceable.
If the Affiliate wishes to discuss this Agreement or any provision herein, they must email the Affiliate Manager at Top Casino Partners, the contact details for whom will be made available to them through their account or at the point this Agreement becomes binding.
This Agreement and the rights contained within cannot be entrusted to anyone by the Affiliate without prior consent from the Company, but the Company reserves the right to assign this Agreement and the terms herein to any third-party.
The Company’s perceived failure to enforce the provisions of this Agreement will not constitute a waiver of their rights to enforce actions upon these provisions.
Neither parties are liable to the other for any failure in, or any delay regarding, its obligations arising out of forces that are beyond control, including, but not limited to, disputes/strikes; accidents; acts of God, war, or terrorism; the malfunction of essential equipment or technologies. These unforeseeable outcomes, hitherto referred to as “force majeure”, will exempt both Parties of liability for the terms of this Agreement. This force majeure exemption will remain in place until the non-performing party is able to return to their duties. If this period lasts for longer than thirty (30) days, either Party may exercise their right to terminate this Agreement with immediate effect. Such a termination will proceed a written notice to the other Party.
Unless otherwise stated, the entirety of this Agreement, including any attached documents or files, supersedes any previous agreements between the Parties, including any perceived oral agreements or agreements that have resulted from email communication. In the event of conflict between this Agreement, or any part thereof, and any other agreement, this Agreement, in its entirety, will prevail. By getting into this Agreement both Parties acknowledge that they do not rely on any statement, warranty or understanding, whether neglectfully or mistakenly made, that has not been explicitly covered by the provisions of this Agreement.
The Company reserves the right to amend, change, add to, or remove parts of this Agreement without first notifying the Affiliate. If deemed appropriate, the Company will notify the Affiliate after such amendments have taken place, with this email serving as an official and fully-served announcement by the Company once it has been sent. By continuing to take part in the Affiliate Program the Affiliate hereby acknowledges their understanding and acceptance of the amended Agreement.
The Affiliate accepts full and sole responsibility for staying on top of recent changes to this Agreement and for continuing to abide by the terms and provisions outlined herein.
The Governing Laws
This Agreement and all terms and provisions herein are governed in accordance with the laws of Hong Kong. Both Parties agree to adhere to the laws of Hong Kong with regards to any claim or dispute that arises from this Agreement.
Commission Structure is calculated at the end of every calendar month based on the following Commission rates, which, as per Section 14.1, are subject to change:
0-1 New Customers = 25% of Net Revenue
2-4 New Customers = 30% of Net Revenue
5-14 New Customers = 35% of Net Revenue
15-29 New Customers = 40% of Net Revenue
30+ New Customers = 45% of Net Revenue