This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Cassava Enterprises (Gibraltar) Limited ("Cassava" or "we" or "us"), and you, regarding your application to participate as an affiliate (an "Affiliate") of Cassava in the Joy of Bingo Affiliate Program. As an affiliate your role will be to promote the following bingo sites: "Winkbingo.com", "Poshbingo.com", "Tastybingo.com", "Redbusbingo.com", "Bingostreet.com", "BigBrotherBingo.com" and "BingoFabulous.com" (collectively referred to as the "Sites").
By applying to the Joy Of Bingo Affiliate Prgram, you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us.
1. Joy of Bingo Application and Enrollment. To become an Affiliate within the Joy of Bingo scheme you will have to submit a completed Joy of Bingo application, as made available on the Sites. We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Joy of Bingo scheme. We may reject your application if we determine, in our sole discretion, that your sites (as indicated in your application) ("Affiliate Sites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Sites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. Similarly, we shall reject your application if we determine, in our sole discretion, that any of your Affiliate Sites are designed to appeal to minors. Further, Cassava is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application if we deem, at our sole discretion, that any of your Affiliate Sites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware. You shall have no right to appeal any decision to reject your application.
2. Protection of Minors. In accordance with the Government of Gibraltar's Gaming Ordinance, persons under the age of 18 are not allowed to register with or play on our Sites. Our Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Sites are designed to appeal to minors and, as such, are not suitable for the Joy of Bingo scheme.
3. Setting Up Links and Promotions. In the event of your acceptance as an Affiliate, we will make available to you, banner advertisements, button links, text links and other content as determined by Cassava (all of which shall relate specifically to the Sites), which shall link to some or all of the Sites (collectively referred to hereinafter as the "Links"), which you may display on your Affiliate Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on sites other than the Affiliate Sites you must request and receive Cassava’s permission for the placement of the Links on such alternative sites before placing any such Links (where permission is granted, such alternative sites shall then become Affiliate Sites for the purposes of this Agreement). You may not modify a Link, unless you have received prior written consent from Cassava to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not approved in advance by Cassava including, without limitation, the use of spam e-mails. In addition to your use of Links you may promote the Sites by means of (i) distribution of CDs containing Site-related software (the "CDs") to potential Money Players , as defined below and (ii) the publication of bonus codes (each a "Promotion" and collectively the "Promotions").
Your activities in relation to a Promotion shall be strictly in accordance with Cassava’s relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any commissions generated on account of Money Players, as defined below, who have become such a player in connection with the relevant unapproved Promotion. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines. Your breach of the foregoing provisions will constitute a breach of this Agreement, and Cassava retains full authority to (i) terminate this Agreement immediately in the event of such breach and (ii) retain for its own account any commission arising as a result of such competitive activities that would otherwise have accrued to your benefit.
In relation to PPC and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the trademarks or trade names related to the Sites from time to time or include the words "Wink Bingo" or "Posh Bingo" or “Tasty Bingo” or "RedBus Bingo" or "Bingo Street" or "Bingofabulous" or "Big Brother Bingo" or any variations of each thereof, or include metatag keywords in PPC advertising which are identical or similar to any of our trademarks or trade names from time to time.
4. Leads and Money Players. A "Lead" shall mean an Internet user who accesses one of the Sites directly through a Link, opens a new user account and makes the required minimum deposit in such account. Notwithstanding the foregoing, the following players shall not be required to make a minimum deposit in their new user account prior to becoming a "Lead": (i) players who received a first money transfer into their account from a third party (such players however shall not be counted for payments associated with CPA trackers or with progressive gross revenue share schemes); (ii) players who migrated to the Sites from a white label's former platform and performed a first time deposit via their previous account with the white label partner prior to such migration; ; and (iii) players who have received a bonus based on changing parameters to be determined by Cassava from time to time in its sole discretion. A "Money Player" is a Lead who plays on any of the Sites.
Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Leads per individual household computer is strictly limited to one. Cassava’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Joy of Bingo information site that is located at http://www.affiliates.joyofbingo.com. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Sites and the Sites are properly formatted throughout the term of this Agreement.
5. Commissions. With respect to the Sites the commission scheme for all new Affiliates shall be as set out on 25% revenue share.
Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other Affiliates who are already being paid by Cassava in accordance with an older or alternative payment scheme or in other particular cases as determined at Cassava's sole discretion from time to time.
Please note that we reserve the right to take action against Affiliates and/or any of their referred players that show patterns of manipulating the Joy of Bingo commission scheme. If we determine at our sole discretion that such conduct is being practiced, we may withhold any commission payments accrued to the benefit of the relevant Affiliate and terminate this Agreement with immediate effect.
For these purposes the term "Bingo Gross Revenue" shall mean the sum total of all of a Money Player’s bets while playing at the Sites, less the winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Money Player.
We hereby retain the right to convert the commission scheme by which you shall be paid and the Money Player qualification criteria as we shall see fit.
All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide Cassava with incorrect or incomplete details in relation to your preferred payment method and Cassava is not able to transfer the commissions to you, Cassava reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. Cassava shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission, payment processing commissions and fees paid to the processing service provider upon any transaction of the Money Players, third party licensing fees, royalties or other payments payable by Cassava to third parties in relation to branded games, as well as any tax, charge, levy, tariff or similar mandatory payment levied or charged on gaming turnover, deposits or other revenue derived from your gaming activity or activity volume by any authority having jurisdiction over Cassava in any territory.
For BigBrotherBingo, 10% of the generated revenue will be deducted beforeyou’re your affiliate revenue share commission is calculated.
In the event that the commission to be paid to you in any calendar month is less than the required minimum (Paypal £20, Neteller £20, Moneybookers £20, Bank Draft £250 and Wire Transfer £500) Cassava shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount.
We reserve the right to reduce your commissions in the event that you do not have any persons qualifying as new Money Players in three (3) consecutive calendar months. Moreover, where you have failed to generate any new Money Players for a period of three (3) consecutive months or more as set out above, Cassava will apply a negative balance carry-over policy (the "Policy") with respect to your commissions. The Policy consists of the following two rules : (i) in reaching the total commission amount owed to you in a calendar month Cassava shall calculate all commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the commission generated by Money Players via any of our Sites is a negative amount we shall apply such negative amount to the commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive commission amounts generated.
Cassava retains the right to review all commissions for possible Fraud, whether such Fraud is on the part of the Money Player or on your part. In any period of time during which Cassava reviews commissions for possible Fraud, such review period not to exceed 180 days, Cassava shall have the right to withhold any commission accrued in your favor, such commissions not to be paid until such time as the review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and Cassava retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that Cassava deems that Fraud has occurred, either on your part or on the part of a Money Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time in relation to same whether such commissions were generated through Fraud or otherwise. Cassava retains the right to set-off from future commissions payable to you any amounts already received by you which can be shown to have been generated by Fraud. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and Cassava shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.
For the purpose of this Agreement and by way of example only the term "Fraud" shall include, but shall not be limited to, (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players, (ii) a chargeback executed by a Money Player in relation to their initial deposit, (iii) collusion on the part of the Money Player with any other player on the Sites, (iv) the opening of an account in breach of the terms of this Agreement, (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential or existing Money Players; (vi) using Links for solely single Leads and (vii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against Cassava regardless of whether or not such action has resulted in any type of harm or damage to Cassava.
6. Intellectual Property. In the event of your acceptance to the Joy of Bingo scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Sites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trade marks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and even then you may not do so without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Cassava or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials and the CDs. We may revoke your license to use the Licensed Materials and/or the CDs at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials and/or CDs that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links, the Licensed Materials or the CDs by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.
7. Obligations Regarding Your Affiliate Sites. You will be solely responsible for the technical operation of your Affiliate Sites and the accuracy and appropriateness of materials posted on therein. You agree that your Affiliate Sites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Sites are the Sites (or any part thereof). You also agree that none of your Affiliate Sites will contain any content of the Sites or any materials which are proprietary to Cassava, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of our trade marks or any domain name that is confusingly similar to such trade marks. On execution of this Agreement and as a continuing obligation, you will inform Cassava of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us forthwith and free of charge to any company we nominate. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all commission payments that may be due to you until the domain name is transferred. You will not use any unsolicited or spam email to promote the Sites and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If your Affiliate Sites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Joy of Bingo scheme immediately. You undertake to comply with all reasonable instructions received from Cassava in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from Cassava requesting you to post on the Affiliate Sites information regarding new features and promotions on the Sites. You will indemnify and hold Cassava harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on Cassava and has the potential to cause substantial damage to Cassava’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of Cassava and Cassava’s name.
8. Term. The term of this Agreement will begin upon your acceptance to the Joy of Bingo scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Sites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Joy of Bingo Scheme. You shall also immediately destroy or deliver up to us any CDs that are in your possession. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
9. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Joy of Bingo information site at www.Joy of Bingo.com is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Joy of Bingo scheme following our posting of a change notice or new agreement on our Joy of Bingo information site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Joy of Bingo information site and review the terms and conditions of this Agreement.
10. Limitation of Liability. We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Joy of Bingo scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit our liability for death or personal injury resulting from our negligence.
11. Relationship of Parties. You and Cassava are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
12. Disclaimers. We make no express or implied warranties or representations with respect to Joy of Bingo scheme (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
13. Representations and Warranties. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
14. Confidentiality. We may disclose to you certain information as a result of your participation as an Affiliate within the Joy of Bingo scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
15. Indemnification. You hereby agree to indemnify, defend and hold harmless Cassava, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your Affiliate Sites.
16. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
17. Independent Investigation. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Joy of Bingo scheme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
18. Miscellaneous. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the Royal Courts of Justice, London. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
19. Language Discrepancies. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.