MasterBets.com (MB) Affiliate Program Agreement (“this
Agreement” or “Affiliate Program”)
1. Our Rights and Obligations
1.1 Register your Customers
We will register your Customers and will track their transactions.
We reserve the right to refuse Customers (or to close their accounts)
if necessary to comply with any requirements we may periodically
establish. "Customer" means your visitors who make a
purchase after a click-thru from our designated MasterBets click-thru
URL which will be provided to you when you join. By making a purchase
with us, they will become our Customers, identified to you for
life, and, accordingly, all of our rules, policies, and operating
procedures will apply to them.
1.2 Track Customers' Purchases
We will track your Customers' purchases and will make available
to you a report summarizing their activities, which you will access
from http://www.masterbets.com/affiliate
1.3 Pay a Referral Commission
Subject to clause 6, we will pay you referral commission (“Referral
Commission”) of 15% of the net profit (defined below) we
earn from purchasers directed from your site after they make a
purchase at www.masterbets.com.
1.4 Modification
We may modify any of the terms and conditions contained in this
Agreement or replace it at any time and in our sole discretion,
by posting a change notice or a new agreement on our site, which
we will notify to you at the e-mail address you provided when
you join the Affiliate Program. Modifications may include, for
example, changes in the scope of available Referral Commissions
and Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE
TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE REFERRAL PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE MODIFICATION OR OF THE NEW AGREEMENT.
2. Your Rights and Obligations
2.1 Linking to our Websites.
By agreeing to participate in this Affiliate Program, you are
agreeing to create and maintain unique links from your site to
the MasterBets website (www.masterbets.com). You may link to us
with one of our banners, e-mails, articles or with a text link.
This is the only method by which you may advertise on our behalf.
We will terminate this Agreement immediately without recourse
for you if there is any form of spamming or if you advertise our
services in any other way. You shall not make any claims or representations,
or give any warranties, in connection with us and you shall have
no authority to, and shall not, bind us to any obligations.
2.2 Agency Appointment
By this Agreement, we grant you the non-exclusive, non-assignable,
right to direct Customers to our site in accordance with the terms
and conditions of this Agreement. This Agreement does not grant
you an exclusive right or privilege to assist us in the provision
of services arising from your referrals, and we obviously intend
to contract with and obtain the assistance of others at any time
to perform services of the same or similar nature as yours. You
shall have no claim to Referral Commission or other compensation
on business secured by or through persons or entities other than
you.
2.3 Approved Layouts
You will only use our approved banners and will not alter their
appearance nor refer to us in any promotional materials other
than those that are available from http://www.masterbets.com/affiliate.
The appearance and syntax of the hypertext transfer links are
designed and designated by us and constitute the only authorised
and permitted representation of our sites. DO NOT CREATE A DIRECT
LINK TO THE PROMOTIONAL MATERIALS ON OUR WEBSITES.
2.4 Good Faith
You will not knowingly benefit from known or suspected traffic
not generated in good faith whether or not it actually causes
us damage. We reserve the right to retain all amounts otherwise
due to you under this Agreement if we have reasonable cause to
believe that such traffic has been caused with your knowledge.
Even if you have not knowingly generated such traffic, we reserve
the right to withhold Referral Commission with respect to such
traffic.
2.5 Responsibility for Your Site
You will be solely responsible for the development, operation,
and maintenance of your site and for all materials that appear
on your site. For example, you will be solely responsible for
ensuring that materials posted on your site are not libellous
or otherwise illegal. We disclaim all liability for these matters.
Further, you will indemnify and hold us harmless from all claims,
damages, and expenses (including, without limitation, legal fees)
arising directly or indirectly out of the development, operation,
maintenance, and contents of your site.
2.6 Affiliation
No affiliation can be made between our site and your site.
2.7 Licence to use Marks
We hereby grant to you a non-exclusive, non-transferable licence,
during the term of this Agreement, to use our trade name, trade
marks, service marks, logos and any other designations, which
we may from time to time approve (“Marks”) solely
in connection with the display of the promotional materials on
your site. This licence cannot be sub-licensed, assigned or otherwise
transferred by you. Your right to use the Marks is limited to
and arises only out of this licence. You shall not assert the
invalidity, unenforceability, or contest the ownership of the
Marks in any action or proceeding of whatever kind or nature,
and shall not take any action that may prejudice our rights in
the Marks, render the same generic, or otherwise weaken their
validity or diminish their associated goodwill. You must notify
us immediately if you become aware of the misuse of the Marks
by any third party
2.8 Confidential Information
During the term of this Agreement, you may be entrusted with confidential
information relating to our business, operations, or underlying
technology and/or the Affiliate Program (including, for example,
Referral 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 and that you will use the confidential
information only for purposes necessary to further the purposes
of this Agreement. Your obligations with respect to confidential
information shall survive the termination of this Agreement.
3. The Referral Commission
Subject to clause 6, you will earn Referral Commission of 15%
based on the net profit of your referred Customers. Net profit
is defined as:
Gross monies received by MasterBets in respect of all purchases
made by your Customers after deducting; (i) monies paid in the
form of taxes (ii) bad debts; (iii) fraud; (iv) voids; (v) any
transaction fees. We retain the right to change the Referral Commission
percentage and method of calculation of Referral Commission as
we wish in accordance with clause 1.4.
4. Referral Commission Payment Currency
Referral Commissions arising from Customer accounts that are held
in currencies other than United States Dollars (“USD”)
will be converted to USD at the Foreign Exchange Rate available
for the date of payout. All payments will be due and paid in USD
otherwise agreed in advance.
4.1 Referral Fee Payout Requests
Your MasterBets Affiliate Program account must have a minimum
payout request for earned Referral Commission of USD $50.00. There
is no maximum. You are entitled to make 1 request for payment
per month. Payment will not be processed until you have made a
request.
5. Term and Termination, Consequences and Unsuitable Sites
5.1 Term and Termination
The term of this Agreement will begin when you complete the sign-up
procedure and create a unique link to our sites and will be continuous
unless and until either party notifies the other in writing that
it wishes to terminate the Agreement, in which case this Agreement
will be terminated immediately. TERMINATION IS AT WILL, WITH OR
WITHOUT REASON, BY EITHER PARTY. For purposes of notification
of termination, delivery via e-mail is considered a written and
immediate form of notification.
5.2 Consequence
Upon termination you must remove all of our banners/icons from
your site and disable all links from your site to ours. All rights
and licenses given to you in this Agreement shall immediately
terminate. You will return to us any confidential information,
and all copies of it in your possession, custody and control and
will cease all uses of our Marks.
5.3 Unsuitable Sites
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION)
THAT YOUR SITE IS UNSUITABLE. Unsuitable sites include, but are
not limited to, those that: are aimed at children, display 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 violate intellectual
property rights
6. Continued Promotion
You shall incorporate and prominently and continually display
the most up to date links provided by us on all relevant pages
of your website in a manner and location agreed by us and you
shall not alter the form or operation of the links without our
prior written consent. You are eligible for Referral Commissions
based upon your continued promotion of www.masterbets.com. We
reserve the right to reduce Referral Commission percentages if
you reduce your efforts to recruit new Customers. Your reduced
or suspended promotion of our sites will be deemed to represent
your termination of this Agreement.
7. Relationship of Parties
Both parties are independent contractors and nothing in this 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 Agreement.
8. Indemnity
You shall defend, indemnify, and hold us, our directors, employees
and representatives harmless from and against any and all liabilities,
losses, damages and costs, including legal fees, resulting from,
arising out of, or in any way connected with (a) any breach by
you of any warranty, representation or term contained in this
Agreement, (b) the performance of your duties and obligations
under this Agreement, (c) your negligence or (d) any injury caused
directly or indirectly by your negligent or intentional acts or
omissions, or the unauthorised use of our banners and links or
this Affiliate Program.
9. Disclaimers
We make no express or implied warranties or representations with
respect to the Affiliate Program, about ourselves or the Referral
Commission payment arrangements (including, without limitation,
functionality, warranties of fitness, merchantability, legality
or non-infringement), and do not express nor imply any warranties
arising out of a course of performance, dealing, or trade usage.
In addition, we make no representation that the operation of our
sites will be uninterrupted or error-free and will not be liable
for the consequences if there are any. In the event of a discrepancy
between the reports offered in the http://www.masterbets.com/affiliate
system and the MasterBets database, the database shall be deemed
accurate.
10. Limitation of Liability
We will not be liable for indirect, special, or consequential
damages (or any loss of revenue, profits, or data) arising in
connection with this Agreement or the Affiliate Program, even
if we have been advised of the possibility of such damages. Further,
our aggregate liability arising with respect to this Agreement
and the Affiliate Program will not exceed the total Referral Commissions
paid or payable to you under this Agreement. Nothing in this Agreement
shall be construed to provide any rights, remedies or benefits
to any person or entity not a party to this Agreement. Our obligations
under this Agreement do not constitute personal obligations of
our directors, employees or shareholders. Any liability arising
under this Agreement shall be satisfied solely from the Referral
Commission generated and is limited to direct damages.
11. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO
ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY
TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS
THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE
OR CONTRACT WITH WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH
YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THIS AFFILIATE PROGRAM AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET
OUT IN THIS AGREEMENT.
12. Miscellaneous
12.1 Governing Law
The laws of South Africa will govern this Agreement, without reference
to rules governing choice of law. Any action relating to this
Agreement must be brought in South Africa and you irrevocably
consent to the jurisdiction of its courts.
12.2 Assignability
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
be enforceable against you and us and our respective successors
and assigns.
12.3 Non-Waiver
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. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS
OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNISED BY US. None
of our employees or agents has any authority to make or to agree
to any alterations or modifications to this Agreement or its terms.
12.4 Remedies
Our rights and remedies hereunder shall not be mutually exclusive,
that is to say that the exercise of one or more of the provisions
of this Agreement shall not preclude the exercise of any other
provision. You acknowledge, confirm, and agree that damages may
be inadequate for a breach or a threatened breach of this Agreement
and, in the event of a breach or threatened breach of any provision
of this Agreement, we may seek enforcement or compliance by specific
performance, injunction, or other equitable remedy. Nothing contained
in this Agreement shall limit or affect any of our rights at law,
or otherwise, for a breach or threatened breach of any provision
of this Agreement, its being the intention of this provision to
make clear that our rights shall be enforceable in equity as well
as at law or otherwise.
12.5 Severability/Waiver
Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable
law but, if any provision of this 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 this Agreement or any provision
hereof. No waiver will be implied from conduct or failure to enforce
any rights and must be in writing to be effective.
You expressly agree to be bound by the terms and conditions of
this Agreement by downloading our banner and creating a link from
your site to ours.
|
