WOW VEGAS PARTNERS AFFILIATE MARKETING AGREEMENT
T&C OF BUSINESS VERSION 1.0 - OCTOBER 14, 2022
Parties included in this agreement
The Platform Provider Wow Services Limited is a Platform provider incorporated and registered in the Isle of Man with Company number 018039V whose registered address is PO Box 227, Peveril Buildings, Peveril Square, Douglas, IM99 1RZ, Isle of Man (From here on referred to as: Platform Provider) The Affiliate From here on referred to as the Affiliate Summary The Platform Provider operates an affiliate marketing programme for and on behalf of WOW Entertainment Ltd and Website https://www.wowvegas.com. The Affiliate operates the Affiliate Website(s) for the purpose of marketing certain products and services online to users. The Affiliate wishes to become a member of the affiliate marketing programme and be duly bound by the entire terms and conditions included in this agreement. Definitions and Interpretations Below are the definitions which apply to this agreement.
Affiliate Website Refers to the affiliate's own website Affiliate Guidelines The guidelines for use of trademarks, logos and branding owned by the Website or Platform Provider. The written guidelines which describe the services provided by the Platform Provider to the Affiliate. The written guideline document which is provided to all Affiliates also known as the WOW Words language policy.
Referring Pages Any web page published on the Affiliate Website which promotes users to visit the Website via use of an Affiliate Tracking Link.
Referral Cookies This is the original unique tracking source cookie used by the Platform Provider to identify a first-time visitor to the Website. The cookie duration is 30 days. Working Day A day of the week with the exception of Saturday, Sunday or any public holiday in the Isle of Man. Commission per Acquisition This can be shortened to ‘CPA’ and refers to a one-time fixed commission payment paid by the Platform Provider for each Verified Qualifying Customer that the Affiliate refers directly to the Website. Affiliate Manager The representative of the Platform Provider's team who manages the affiliate network. Website The website is available at https://www.wowvegas.com. Customer Account This means a unique Verified Referred Customer Account created with the Website which allows the Customer to participate in any of the services offered via the Website. Verified Referred Customer Refers to a visitor to the Website who:
Qualifying Customer Means a Verified Referred Customer who opens a New Customer Account and makes cumulative purchases to qualify for payment of the CPA payment. Any referred customer account not fulfilling the minimum cumulative purchase criteria will not qualify for CPA payment.
Obligations of the Parties under this Agreement
Platform Provider Obligations Platform Provider shall be responsible for all technical development, operation and maintenance of the affiliate network and platform. Platform Provider will provide the Affiliate within 30 days of each calendar month end, a statement clearly detailing the total number of Qualifying Verified Referred Customers for which a CPA payment will be eligible. This is referred to as the CPA Audit. The Platform Provider may at any time without any prior notice to Affiliate:
The Platform Provider may at any time or with prior written notice to Affiliate:
Affiliate Obligations The Affiliate shall use its best endeavours to promote the Website to generate the maximum potential number of Verified Referred Qualifying Customers. The Affiliate undertakes that before publishing any content or update related to the Website, such content will be provided to the Affiliate Manager for written approval without exception. Only after this written approval is provided is the affiliate authorised to publish the content. The Affiliate shall be responsible for the technical development, operation, and maintenance of the Affiliate Website and for all materials that appear on it and adherence to the guidelines and WOW Words language policy. Affiliate agrees that it shall not make to anyone, any representation about the Platform Provider, the Website or any of the products or services available to be bought on the Website other than those specifically agreed in writing by the Affiliate Manager. The Affiliate shall comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under this agreement and to its business. No Agency and No Partnership Nothing herein contained shall be deemed to authorise or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.
Commissions and Payment The Affiliate is eligible for a payment from the Platform Provider of CPA for each Qualifying Customer. The affiliate acknowledges and agrees that this CPA payment amounts to the only payment due to it under this agreement. The Affiliate shall notify the Platform Provider of any change in its contact or address details The Affiliate shall complete in a timely fashion all relevant forms requiring completion by any tax or government agency in relation to its activities under this agreement. The CPA Audit report sent to the Affiliate by the Platform Provider will include:
The Provider will pay any amounts agreed and invoiced within 60 days of receipt of the invoice from the Affiliate. In the event any Verified Referred Customer is found to fit any of the criteria below:
The full amount of CPA already paid to the Affiliate for the previously Qualified Customer will be reversed and the Fees due to Affiliate the following month will be adjusted to account for this deduction.
PPC Banned Brand Terms Affiliate is not permitted to purchase keywords in search engines including, but not limited to Google, Yahoo, Bing which are matches of or derivatives of our branded terms. Our branded terms include: Wow Vegas, WowVegas, Wow Vegas Casino and any misspellings including, but not limited to; Wow Vagas, WowVagas. If an affiliate is found to be operating its advertising via brand terms in this way, outstanding commissions will be withheld, and the agreement will be terminated immediately.
Disclaimer
The Website and the Links are provided "as is" without any express or implied warranty of any kind, and all warranties including warranties of merchantability, non-infringement of intellectual property rights, fitness for any particular purpose, and of completeness or accuracy of content are hereby excluded to the fullest extent permitted by law. Neither the Platform provider nor any of its licensors gives any warranty that the supply of material and content on, or links to or from, the Website and/or the Links will be uninterrupted, timely, secure or error free or that they are free of viruses or bugs. Proprietary Rights
The Affiliate acknowledges and explicitly agrees that the Platform provider owns all intellectual property rights related to the website and its products and services. No part of this agreement grants or entitles the Affiliate any right to, or in; copyrights, trademarks (whether status is registered or unregistered), trading or trade names, patents, databases, database rights, or any other such licenses or rights which belong to the Platform provider, Website or the Platform Provider. Any and all such rights are fully reserved to and for the Platform provider, Website or the Platform Provider in their entirety.
Indemnity and Liability
Affiliate shall indemnify Platform provider and the Provider on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable and liabilities suffered or incurred, directly or indirectly, by the Platform provider or any member of the Platform provider personnel in consequence of any breach, non-performance or non-observance by Affiliate of any of Affiliate’s obligations or warranties under this Agreement. Nothing in this Agreement limits or excludes either party's liability for death or personal injury or for breach of any of the indemnities under this Agreement, for which liability shall not be limited. The Provider and the Platform provider shall not be liable to Affiliate in contract, tort, or otherwise, including liability for negligence, for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption, or destruction of data or for any indirect or consequential loss whatsoever. The Provider and the Platform provider shall not be liable for any loss or damage that Affiliate may suffer because of any act of God; power failure; trade or labour dispute; act, failure or omission of any government or authority; obstruction or failure of telecommunication services or networks; or any other act, omission, delay, or failure caused by a third party or otherwise outside of our control. The liability of the Platform provider shall not, in any event, exceed the sum of the total monies paid by the Provider to the Affiliate over the 12-month period preceding the date on which any liability accrued. In no event shall The Provider and the Platform provider be responsible for any claim or dispute between Affiliate and any user of Affiliate Site.
Termination
This Agreement shall commence upon signing up for an affiliate account to the Platform and shall continue until terminated in accordance with the terms of this agreement. Either party may terminate this Agreement forthwith on written notice if a receiver, examiner or administrator is appointed of the whole or any part of the other party's assets or the other party is struck off the Register of Companies in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the other party, unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement, if Affiliate are subject to bankruptcy proceedings, or if Affiliate are subject to any similar process or procedure to those described in this clause in any part of the world. Platform Provider may immediately suspend or terminate this Agreement upon notice to Affiliate where Affiliate materially breaches any term of this Agreement. Platform Provider reserves the right to withhold any amounts due to Affiliate in such circumstances, whether or not such amounts are generated by the breach. Platform Provider may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that Affiliate is for any reason unsuitable to be an affiliate. Platform Provider shall not be required to disclose its reasoning in connection with any such suspension or termination. Either party may terminate this Agreement on delivery of seven (7) days' written notice to the other party. Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination. Upon termination of this Agreement for any reason, the Affiliate shall remove all of the Tracking Links and any other Marks or content owned, developed, licensed or created by Platform Provider and/or provided to Affiliate by Platform Provider in connection with this Agreement from Affiliate Site and all rights and licenses granted to Affiliate in this Agreement shall immediately terminate. The Platform provider shall be entitled to deduct from any payments due and payable to the Affiliate, any such debts and liabilities due to Platform Provider, if any.
General
This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes any and all previous agreements and understandings between the parties with respect to its subject matter. Affiliate is nor permitted to assign or subcontract any of Affiliate rights and/or obligations under this Agreement. No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. If any provision of this Agreement is held to be void or unenforceable in whole or part, the impugned provision, or part thereof, shall be deemed to be deleted from this Agreement and the remaining provisions, including the remainder of the affected provision, shall continue to be valid and applicable. Any notice given or made under this Agreement to Platform Provider shall be by email to affiliates@wowvegas.com. Platform Provider shall send Affiliate any notices given or made under this Agreement to the email address supplied on Affiliate application form or such other email address as notified by Affiliate to Platform Provider. During the term of this Agreement, Affiliate may be entrusted with confidential information relating to the business, operations, or underlying technology of Platform Provider and/or the Platform Provider affiliate programme. Affiliate agrees to avoid disclosure or unauthorised use of confidential information to third persons or outside parties unless Affiliate has Platform Provider's prior written consent. Affiliate shall use such confidential information only for purposes necessary to further the purposes of this Agreement. Affiliate obligations with regard to confidential information shall survive termination of this Agreement and Affiliate shall fully indemnify us for any losses we or any member of the Platform provider or Provider group suffers, directly or indirectly, in connection with an Affiliate breach. Governing law
This Agreement shall be governed by and construed in accordance with the laws of the Isle of Man.
Jurisdiction Each party irrevocably agrees that the courts of the Isle of Man shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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