This is an agreement (“The Affiliate Agreement”) between you (“you” or
“Affiliate”) and
https://spinarium.partners/
operated by Cosmogames N.V.,
a company with registration number 155512 and registered address at
Abraham de Veerstraat 9, Willemstad, Curaçao. (“Company”, “us”, “we”
or "Affiliate Program").
By registering for the Affiliate Program, and by accessing and using 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 Program, you will be deemed to have read, understood and
agreed to the Affiliate Agreement.
We may periodically make modifications to this Agreement. While we will
do our best to notify you of such changes, we recommend that you revisit
this page regularly. Your continued use of the Affiliate Program will
constitute your consent to the updated Agreement.
- DEFINITIONS
- “Affiliate” means you, the person or entity, who applies to participate
in the Affiliate Program.
- “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
Program and approved by Company.
- “Affiliate Application” means the application made by the Affiliate to
participate in the Affiliate Program.
- “Affiliate Links” means internet hyperlinks used by the Affiliate to link
from the Affiliate Website(s) or any other any third party website to
Company Websites.
- “Affiliate Program” means collaboration between the Company and the
Affiliate whereby the Affiliate promotes the Company’s websites and
creates Affiliate Links from the Affiliate Website(s) to Company’s websites.
For such services the Affiliate is paid a commission depending on the
generated traffic to the Company’s websites, subject to terms within this
Affiliate Agreement and to the applicable product-specific Commission
Structure.
- “Affiliate Wallet” means an online wallet in the name of the Affiliate
into which Company pays the commission and any other payments due to
the Affiliate, which the Affiliate can withdraw in accordance with the
Affiliate Agreement;
- “Affiliate Website” means any website which is maintained, operated
or otherwise controlled by the Affiliate.
- “Company” shall mean Cosmogames N.V. and any other company
within our group, including our parent companies, their parent companies
and all of the subsidiaries of these respective companies.
- “Company Websites” means the website spinarium.com and/or
other such websites (including mirror websites) as may be added to this
Affiliate Program from time to time, operated by Cosmogames N.V.
- “Commission” means the percentage of the Net Gaming Revenue, or,
where applicable, a fixed amount for a New Customer (CPA structure) as
set out in the Commission Structures.
- “Commission Structures” means any specific reward structures
expressly agreed between Company and the Affiliate.
- “Confidential Information” means any information of commercial or
essential value relating to Company such as, but not limited to, financial
reports, trade secrets, know-how, prices and custom quotes, business
information, products, strategies, databases, technology, information
about New Customers, other customers and users of Company Websites,
marketing plans and manners of operation.
- “Intellectual Property Rights” means any copyrights, trademarks,
service marks, domain names, brands, business names, and registrations
of the aforesaid and/or any other similar rights of this nature.
- “Net Gaming Revenue” or “NGR” means all monies received by
Company from New Customers as placed bets, less (a) winnings returned
to New Customers, (b) issued bonuses, (c) net balance corrections, (d)
administration fees, (e) fraud costs and chargebacks. For the avoidance of
doubt, all Net Gaming Revenue amounts mentioned above are only
related to New Customers referred to Company Websites by the Affiliate
Website(s).
- “New Customer” means a new, first-time customer of the Company
who made a first deposit amounting to at least the applicable minimum
deposit at Company Websites’ player account, in accordance with the
applicable terms and conditions of Company Websites’. This excludes the
Affiliate, its employees, relatives and friends.
- “Parties” means Company and the Affiliate (each a “Party”).
- “Personal Data” means any information relating to any person,
whether individual or legal that is or may be identified, directly or
indirectly.
- AFFILIATE OBLIGATIONS
- Registering as Affiliate
To become a member of our Affiliate Program you must accept these
terms and conditions by ticking the respective box while 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 Company to verify the
Affiliate Application and to verify the Affiliate Account information 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.
It is your sole obligation to ensure that any information you provide us
with when registering with the Affiliate Program is correct and that such
information is kept up-to-date at all times.
- Affiliate login details
It is your sole obligation and responsibility to ensure that login details for
your Affiliate Account are kept confidential and secure at all times.
Any unauthorised use of your Affiliate Account resulting from your failure
to adequately guard your login information shall be your sole
responsibility, and you remain solely responsible and liable for all such
activity occurring under your Affiliate Account user ID and password
(whether such activity 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.
- Affiliate Program participation
The Affiliate Program is intended for your direct participation. Opening an
Affiliate Account for a third party, brokering or transfering an Affiliate
Account is not accepted. Affiliates wishing to transfer an account to
another beneficial owner must contact us and request permission.
Besides, you shall not open more than one Affiliate Account without our
prior written consent.
By agreeing to participate in the Affiliate Program, you agree to use your
best efforts to actively advertise, market and promote the Company
Websites in accordance with the Affiliate Agreement and Company’s
instructions from time to time. You will ensure that all activities taken by
you under the Affiliate Agreement will be in Company’s best interest and
will in no way harm the Company’s reputation or goodwill.
You may link to the Company 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.
- 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 laws, including General Data
Protection Regulation (GDPR), and functions as a professional website.
You will not present the Affiliate Website in such a way so that it may
cause confusion with the Company Websites, or so that it may give the
impression that it is owned or operated by Company.
The Affiliate Website will not contain any defamatory, libellous,
discriminatory or otherwise unsuitable content (including, but not limited
to, violent, obscene, derogatory or pornographic materials or content
which would be unlawful in target country).
- Valid traffic and good faith
You will not generate traffic to Company 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. If you have any reasonable suspicion that any New Customer
referred by you is in any way associated to bonus abuse, money
laundering, fraud, or other abuse of remote gaming websites, you will
immediately notify us of this.
You hereby recognise that any New Customer found to be a bonus abuser,
money launderer or fraudster or who assists in any form of affiliate fraud
(whether notified by you or later discovered by us) does not count as a
valid New Customer under the Affiliate Agreement, and thereby no
Commission shall be payable in relation to such New Customers.
- Unsuitable websites
You will not use any Affiliate Links or otherwise place any digital
advertisements whatsoever featuring our Intellectual Property on any
unsuitable websites (whether owned by a third party or otherwise).
Unsuitable websites include, but are not limited to, websites 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 or
of the Company, or breach any relevant advertising regulations or codes
of practice in any territory where such Affiliate Links or digital
advertisements may be featured.
- Affiliate Links
The Affiliate Links shall be displayed at least as prominently as any other
sales link on the Affiliate Website.
You will only use Affiliate Links provided by Company within the scope of
the Affiliate Program. Masking your Affiliate Links (for example hiding the
source of the traffic sent to Company’s Websites) is also prohibited.
- Email and SMS marketing
If sending any emails or SMS communications to individuals which (i)
include any of Company’s Intellectual Property Rights; or (ii) otherwise
intend to promote Company Websites, you must first obtain our
permission to send such emails.
If such permission is granted by the Company, 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 (i.e. by SMS or
email) and that such individuals have not opted out of receiving such
communication. You must also make it clear to the recipient that all
marketing communications are sent from you and are not from our
Company.
- Use of Company Intellectual Property Rights
Any use of Company’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 below.
You will not register domain names, as well as search terms or other
identifiers for use in any search engine, portal, app store, sponsored
advertising service or other referral service which are identical to any of
the Company’s trademarks or otherwise include the Company trademarks.
- Approved creative
You will not use any advertising layout or creative (including banners,
images, logos) incorporating our Intellectual Property Rights unless the
advertising layout or creative was provided to you by the Company or (if
advertising layouts are created by you) without the advance written
approval of Company. You will not modify the appearance of any
advertising that has been provided to you or for which approval was
granted.
It is your responsibility to seek approval from Company in time for launch
of any advertising campaign or creative, to ensure you have written
approval from the Company in relation to advertising, and to be able to
evidence such approval upon request.
- Loyalty Programs
You will not offer any cash-back / value-back or similar programs, other
than such programs as are offered on the Company Websites.
- Responsible Gaming
The Company has ongoing commitment to responsible gaming and
prevention of gambling addiction. You agree to actively cooperate with
the Company to convey a responsible gaming message. Specifically, you
will not use any material or in any way target persons who are under 18 or
the legal gambling age in their jurisdiction.
- Illegal activity
You will not target any territory or jurisdictions where gambling is illegal.
You will act 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 Program
or otherwise.
The Affiliate acknowledges that promoting on Swedish market resources
and using Swedish language is subject to legal restrictions in Sweden.
Such actions will be considered as a breach of general terms & conditions
and will lead to the immediate account closure if disclosed.
The Affiliate acknowledges that you cannot use or advertise, including
through affiliates, on any .nl domains.You cannot include Dutch themes.
Your website cannot be translated in Dutch. There cannot be mentioned
anywhere that payments from any Dutch payment or bank accounts are
accepted, or that you process withdrawals to Dutch bank accounts.
- Data Protection and Cookies
You shall at all times comply with the General Data Protection Regulation
(GDPR) and any existing or new data protection acts, regulations or law
applicable to your territory. This includes all applicable legislation and/or
regulations relating to the use of ‘cookies’.
- 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.
- Company monitoring of Affiliate activity
You will immediately give Company all such assistance as is required and
provide us with all such information as is requested by Company to
monitor your activity under the Affiliate Program.
- Commissions paid incorrectly
The Affiliate agrees to immediately upon request by Company, return all
Commissions received based on New Customers referred to Company in
breach of the Affiliate Agreement or relating to fraudulent or falsified
transactions.
- AFFILIATE RIGHTS
- 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 Company
Websites as we have agreed with you in strict accordance with the terms
of the Affiliate Agreement. You shall have no claim to Commission or other
compensation on business secured by persons or entities other than you.
- Licence to use Company Intellectual Property Rights
We grant to you a non-exclusive, non-transferable licence, during the term
of this Affiliate Agreement, to use the Company 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
Company. This licence cannot be sub-licensed, assigned or otherwise
transferred by you.
- Players’ Personal Data
For the purpose of the services delivered under this Agreement, it is
understood that the Affiliate shall not have access to any Personal Data of
Company’s customers.
- COMPANY OBLIGATIONS
-
We shall use our best efforts to provide you with all materials and
information required for necessary implementation of the Affiliate Links.
- At our sole discretion, we will register any New Customers directed to
the Company 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.
- We shall make available monitoring tools which enable you to monitor
your Affiliate Account and the level of your Commission and the payment
thereof.
- We shall use and process the following personal data of an Affiliate or
any Affiliate employee, as follows: your username for logging in, your
email address, name, date of birth, your country and address, telephone
number and financial data for the purposes of ensuring a high level of
security, fulfilling the AML legal requirements and for managing our
business relationship.
- Subject to your strict adherence to the Affiliate Agreement, we shall
pay you the Commission in accordance with Clause 6.
- COMPANY RIGHTS AND REMEDIES
In the case of your breach (or, where relevant, suspected breach) of this
Agreement or your negligence in performance under the Affiliate Program,
or failure to meet your obligations hereunder, the Company shall have the
following remedies available:
a) the right to suspend your participation in the Affiliate Program for the
period required to investigate any activities that may be in breach of the
Affiliate Agreement. During such period of suspension payment of
Commissions will also be suspended;
b) the right to withhold any Commission or any other payment to the
Affiliate arising from or relating to any specific campaign, traffic, content
or activity conducted or created by the Affiliate which is in breach of the
Affiliate’s obligations under the Affiliate Agreement;
c) the right to withhold from the Commission monies which Company
deems reasonable to cover any indemnity given by the Affiliate hereunder
or to cover any liability of Company which arises as a result of the
Affiliate’s breach of the Affiliate Agreement;
d) immediately terminate the Affiliate Agreement;
e) the right to withhold monies held in the Affiliate Wallet if they are not
withdrawn within a period of 3 (three) months from the date of the
termination of the Affiliate Agreement in accordance with clause 9.1.
Our rights and remedies detailed above shall not be mutually exclusive.
- COMMISSION AND PAYMENT
- Subject to your adherence to the provisions of the Affiliate
Agreement, you will earn Commission in accordance with the Commission
Structure. We retain the right to change the Commission percentage and
method of calculation of Commission in accordance with this clause.
- The Commission is calculated at the end of each month and payments
shall be made on a monthly basis in arrears, not later than the 10th of the
following calendar month.
- Payment of Commission will be made through our Affiliate Wallet. Due
to existing regulations, Affiliates may be required for verification and
“know your customer” documentation before a withdrawal can be
accessed.
- A minimum amount of €20 (twenty euro) may be withdrawn from the
Affiliate Wallet at one time.
- If an error is made in the calculation of the Commission, the Company
has the right to correct such calculation at any time and will immediately
pay out underpayment or reclaim overpayment made to the Affiliate.
- The Affiliate may, at the Company’s sole discretion, be provided with
the opportunity to restructure its commission structure.
- The Affiliate’s acceptance of a Commission payment shall constitute
the full and final settlement of the balance due for the relevant period. In
case the Affiliate disagrees with the balance due as reported, he or she
shall notify the Company within fourteen (14) calendar days and clearly
state reasons of the disagreement. Failure to notify the Company within
this time limit shall be considered as an irrevocable acknowledgment of
the balance due for the relevant period.
- The Commission shall be deemed to be exclusive of value added tax
or any other applicable tax. The Affiliate shall have the sole responsibility
to pay any and all taxes, levies, charges and any other money payable or
due to any tax authority, department or other competent entity as a result
of the compensation generated under the Affiliate Agreement.
- STANDARD COMMISSION STRUCTURES
Revenue
Share
% of NGR | FTDs
Number | Monthly NGR |
30% | 0-5 | Up to 1,000 EUR |
35% | 6-10 | From 1,000 EUR |
40% | 11-20 | From 1,000 EUR |
45% | 21-30 | From 2,500 EUR |
50% | 31+ | From 5,000 EUR |
No Negative Carryover
Special terms might be applied upon a separate agreement
- CONFIDENTIAL INFORMATION
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 Program
(including, for example, the Commissions earned by you under the
Affiliate Program).
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 the purposes of the Affiliate Agreement. Your
obligations in regards to this clause survive the termination of this
Agreement.
In addition, you must not issue any press release or similar
communication to the public with respect to your participation in the
Affiliate Program without the prior written consent of the Company (with
approval of the exact content to also be approved by Company).
- TERM AND TERMINATION
- Term
The term of the Affiliate Agreement will begin when you are approved as
an Affiliate and will be continuous unless and until either Party notifies the
other in writing that it wishes to terminate the Agreement. In this case the
Agreement will be terminated 30 days after such notice is given. For
purposes of notification of termination, delivery via e-mail is considered a
written and immediate form of notification.
For the avoidance of doubt, Company may also terminate (in accordance
with Clause 5 above) upon immediate notice at any time for the Affiliates
failure to meet their obligations under the Agreement or otherwise for the
Affiliate’s negligence.
- Affiliate actions upon termination
Upon termination you must immediately remove all of Company banners
or creatives from the Affiliate Website and disable all Affiliate Links from
the Affiliate Website to all Company Websites.
All rights and licenses given to you in the Affiliate Agreement shall
immediately terminate.
You will return to Company any confidential information and all copies of it
in your possession and control, and will cease all uses of all Company
Intellectual Property Rights. - Commission
Upon termination of the Affiliate Agreement for any reason, all
Commission relating to any New Customers directed to Company during
the term shall not be payable to the Affiliate as from the date of
termination.
- MISCELLANEOUS
- Disclaimer
We make no express or implied warranties or representations with respect
to the Affiliate Program, about Company or the Commission payment
arrangements (including, without limitation, functionality, warranties of
fitness, merchantability, legality or non-infringement). 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 Affiliate Account system and the Company database, the database
shall be deemed accurate. - Indemnity and Limitation of Liability
You shall indemnify and hold Company, our directors, employees and
representatives harmless from and against any and all liabilities, losses,
damages and costs, including legal fees, resulting from 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 creatives and links or this Affiliate Program.
The Company 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 Program, even if we have been advised of the possibility of
such damages. - 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. - Relationship of Parties
The Company 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.
- 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) calendar days then either Party may
terminate the Affiliate Agreement with immediate effect by providing a
written notice. - Assignability
You may not assign the Affiliate Agreement, by operation of law or
otherwise, without our prior written consent. - Severability
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. - English language
The Affiliate Agreement was first drafted in English. Should there be any
conflict or discrepancy between the English language version and any
other language, the English version shall prevail.
- Modification of Terms & 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
Program rules.
If any modification is unacceptable to you, your need to terminate the
Affiliate Agreement. Your continued participation in our Affiliate Program
following our posting of a change notice or new agreement will constitute
binding acceptance of the modification or of the new agreement.