COSMOSWIN AFFILIATES TERMS AND CONDITIONS
IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THESE SERVICES.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS FORMS A BINDING CONTRACTUAL AGREEMENT BETWEEN YOU AND FINAL ENTERPRISES N.V.
WHEN USING THIS WEBSITE AND/ OR REGISTERING AS AN AFFILIATE WITH THE COSMOSWIN AFFILIATE PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY, AND COMPLY WITH, OUR TERMS AND CONDITIONS.
Admin Fee is a fixed value which consists of License Fees, Game Provider Fees and Platform Fees.
These Terms and Conditions, and, where applicable, any other contractual document concluded between the Parties in relation to the Affiliate Programme. To the extent that the said contractual document is governed by these Terms and Conditions, any reference to ‘the Agreement’ as included therein shall also mean a reference to these Terms and Conditions. Further, any reference to ‘this Agreement’ in these Terms and Conditions shall also include and refer to such contractual document.
For the avoidance of doubt, these Terms and Conditions shall supersede any other terms and conditions applicable to such contractual documents concluded between the Parties.
A person (whether an individual or a company) who has registered and been accepted as an Affiliate to the Cosmoswin Affiliate Program.
An individual and/or entity which You have a business relationship with and who operates for You with the intention of driving traffic to COSMOSWIN AFFILIATES , or that You direct in any appropriate manner to COSMOSWIN AFFILIATES and who does not have an account directly with COSMOSWIN AFFILIATES but is connected to Your account. For the avoidance of doubt, this shall not include Sub-Affiliates.
The Affiliate Program operated by COSMOSWIN AFFILIATES .
All laws, statutes, regulations, edicts, bye-laws, mandatory codes of conduct and mandatory guidelines, whether local, national, international or otherwise existing from time to time, which are legally binding on either Party and which are applicable to that Party’s rights or obligations under this Agreement.
In the calculation of Commission where Net Revenue is negative due to Customer winnings and/ or Admin Fees and/ or Cash Items and/ or Progressive Contributions the said balance will be set to zero. A negative balance due to Fraud Costs will however be carried over where applicable.
The ‘COSMOSWIN AFFILIATES ’ and/or ‘COSMOSWIN.COM’ brands, including without limitation all of the trademark registrations/applications of the Group, any taglines or marketing slogans used by the Group, as well as any other brands (whether registered or unregistered) owned and /or used by the Group, as may be indicated by COSMOSWIN AFFILIATES from time to time.
The reversal of a payment made previously by a Referred Player or the credit card-issuing bank or any other third-party payments solution provider. Chargebacks are regarded as Fraud for the purposes of calculating net revenue.
A ‘Cost-Per Acquisition’ deal, whereby COSMOSWIN AFFILIATES pays You a predetermined amount for each Referred Player.
An individual referred or directed by You in any appropriate manner to a Product offered by COSMOSWIN AFFILIATES who can be linked to You (or Your organization’s) Affiliate account and/or identity who registers a Customer account with COSMOSWIN AFFILIATES . By opening an account with COSMOSWIN AFFILIATES , that Player will become Our customer and must comply with all Our applicable rules, policies, and operating procedures.
The amounts due to You by Us in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the profit-share model, cost-per-acquisition-model, or hybrid model.
Any form of fraud committed by a Referred Player, which in the sole opinion of COSMOSWIN AFFILIATES , is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:
– Fraud Costs;
– Bonus abuse by a Referred Player or group of Referred Players;
– Your (or a third party’s) encouragement to a Referred Player to abuse Our bonus offers;
– Collusion on the part of the Referred Player with any other Referred Player;
– Your (or a third party’s) offering or providing unauthorised incentives (financial or otherwise) to Players to encourage them to sign up;
– Dropping or stuffing cookies.
The costs incurred (financial or otherwise) by COSMOSWIN AFFILIATES as a direct or indirect result of Fraud committed by You, Your employees, Sub-Affiliates, business partners Customers, and/or third parties linked to Your affiliate Account to whom You, as an Affiliate, have introduced Our Products.
The total revenue generated by all Products as a result of all bets and/or deposits by Referred Players introduced to COSMOSWIN AFFILIATES by You.
Any and all of the companies forming part of the COSMOSWIN AFFILIATES Group and associated with the brand cosmoswin.com.
Any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
All markets in which the Group operates.
Gross Win minus bonuses, Fraud Costs, Progressive Contributions and any other network fees.
Either COSMOSWIN AFFILIATES or the Affiliate (jointly referred to as the ‘Parties’).
A percentage of revenue generated on any progressive game that is paid over by Us into the network’s progressive pool.
An online gaming or sportsbook product (including but not limited to casino, live casino and sports betting) for which professional services are rendered by COSMOSWIN AFFILIATES or the Group.
PROFIT SHARE DEAL
A revenue-share deal where You receive payment through a profit-share model that is tracked in the affiliate software.
A Player who has accessed any of the COSMOSWIN AFFILIATES Products and registered for a cash account directly through one of Your affiliate links. For the avoidance of doubt, players which are already customers of COSMOSWIN AFFILIATES shall not be considered ‘Referred Players’.
An individual and/or entity that You have a business relationship with and who operates for You with the intention of driving traffic to COSMOSWIN AFFILIATES, or that You direct in any appropriate manner to COSMOSWIN AFFILIATES and which has its own Affiliate account with COSMOSWIN AFFILIATES.
Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.
TERMS & CONDITIONS
These terms and conditions, titled the ‘COSMOSWIN AFFILIATES TERMS AND CONDITIONS’.
The website www.cosmoswin.com or any other website as may be directed by Us.
US/ WE/ OUR
The Group and all related Brands.
YOU/ YOUR/ MEMBER
You in Your capacity as a COSMOSWIN AFFILIATES Partner, and any Sub-Affiliates which You may engage pursuant to this Agreement.
I. Who We Are and This Agreement
1. This Agreement is put into effect for all Acquired Customers (Please see Terms and conditions below). The parties to this Agreement are Final Enterprises N.V. (COSMOSWIN AFFILIATES ) and the individual or entity participating in its Affiliate Program (‘Affiliate’). The subject matter of this Agreement shall be the implementation of a link provided by COSMOSWIN AFFILIATES on the Affiliate’s website with the aim of establishing an advertising cooperation (‘Affiliate Program’) for the mutual benefit of the parties hereto. This Agreement contains the terms and conditions that apply to Affiliate’s Participation in the Affiliate Program. The Terms and conditions further set out below are an inseparable part of This Agreement
“COSMOSWIN AFFILIATES”, “we”, “us” or “our” as applicable) and you in relation to your application to set up an affiliate account (and membership of the affiliate programme if your application is deemed successful) to promote the “COSMOSWIN AFFILIATES Sites” (or certain of our sites, depending on the product you are signed up to promote) by the creation of internet hyperlinks and other promotional links such as banners (the “Links”) from your website(s) (your “Site”) or from your promotional emails (which we have pre-approved) to the COSMOSWIN AFFILIATES sites.
2. The “COSMOSWIN AFFILIATES Sites” currently consists of (www.cosmoswin.com), any application version of these sites and such other sites as we may add from time to time.
3. COSMOSWIN AFFILIATES shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder.This Agreement supersedes all previous terms and conditions for our affiliate programme.
4. We reserve the right to change any part of this Agreement at any time. Of any changes as such as material changes will be sent to the last email address that was provided by you to us. It is also your responsibility to check these terms and conditions regularly and we reserve the right to amend this Agreement at any time. Your continued participation in our affiliate programme after we have posted the changes will constitute binding acceptance of such changes. The last changes of the Agreement will be as per the date are stated on the top of this Agreement. So please check the page regularly for updates.
1. By filling in the application form you then confirm that you are over 18 years old and are requesting membership to our affiliate programme and then agree to our terms and conditions stated in this Agreement. The application form will form an integral part of this Agreement.
2. We will in our sole discretion determine whether or not your application has been successful. Our decision is final and is not open to appeal.
3. We will notify you by email if your application has been successful with instructions as to what you must do to include the Links and marketing materials on your Site.
3. Promoting the sites
1. Throughout the term of this Agreement, you shall:
- Prominently incorporate and continually display the most up-to-date Links provided to you by COSMOSWIN AFFILIATES on your Site and you shall not alter the form, location or operation of the Links without our prior written consent;
- Provide COSMOSWIN AFFILIATES at no cost with all data and information to enable us to monitor your Site to ensure you are complying with this Agreement;
- Maintain your Site in an appropriate manner and contact us if you are materially changing design or layout or adding material that you should know, acting reasonably, may influence our opinion as to whether or not you are a suitable affiliate;
- Promote the COSMOSWIN AFFILIATES Sites in a socially responsible manner, which particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited;
- Not place any Links on pages of your Site aimed at persons under the age of 18 years or otherwise target, whether directly or indirectly, such persons for gambling-related services;
- Limit all online marketing activity to the following approved methods: Online Advertising including Industry Relevant Expertise, Niche Websites, Personal Websites, Comparison Websites, Video Blogs and Web blogs, PPC search campaigns, Loyalty & Reward Sites, RSS Feeds and Social Media marketing. You must request permission prior to implementing any method outside of the foregoing. This Agreement sets out the sole and exclusive means by which you may advertise, promote and market our Sites;
- Make it clear in any communication by you to potential customers that the communication is made without the knowledge or involvement of COSMOSWIN AFFILIATES and that any complaint that the recipient may wish to make should be addressed to you and not COSMOSWIN AFFILIATES;
- Upon our request, immediately remove any marketing activity promoting COSMOSWIN AFFILIATES or the COSMOSWIN AFFILIATES Sites on your Site or on other advertising channels within your control; and
- comply with all reasonable instructions of COSMOSWIN AFFILIATES in relation to this Agreement.
2. Throughout the term of this Agreement, you shall not:
- place the Links on websites other than your Site as specified in your application form without our prior written consent;
- offer any special benefits or other incentives (including for example any payment) to any person for using the Links on your Site to access the COSMOSWIN AFFILIATES Sites;
- read, intercept, copy, record, redirect, interpret, or otherwise interfere with, or fill in the contents of, any electronic form or other materials submitted to us by any third party;
- modify any of the Links other than in accordance with this Agreement;
- engage in transactions of any kind on the COSMOSWIN AFFILIATES Sites on behalf of any third party;
- authorise, assist, or encourage any other person to engage in transactions of any kind on the COSMOSWIN AFFILIATES Sites other than in accordance with this Agreement;
- take any action that could cause any third party (end users or otherwise) confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
- other than providing the Links on your Site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the COSMOSWIN AFFILIATES Sites;
- artificially increase (or attempt to so do) monies payable to you by COSMOSWIN AFFILIATES;
- attempt to intercept, redirect or otherwise interfere with (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme;
- solicit non-member affiliates (termed “sub-affiliates”) to distribute offers and claim commission on such activities. You are prohibited from starting a sub-affiliate network using COSMOSWIN AFFILIATES offers and media assets without our express written consent in advance;
- purchase, bid for, register or otherwise acquire keywords, adwords, 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 COSMOSWIN AFFILIATES intellectual property rights, including without limitation copyrights, trade marks (whether registered or unregistered), brand names, domain names, graphics and designs using by COSMOSWIN AFFILIATES in connection with the COSMOSWIN AFFILIATES Sites. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of COSMOSWIN AFFILIATES trademarks or trade names including the term “COSMOSWIN”
- directly or indirectly refer visitors from your Site or Customers (as such term is defined in Clause 5.1) who you suspect (or ought to suspect) are likely to abuse promotions or services available on the Site.
- send any marketing communications relating to COSMOSWIN AFFILIATES via SMS or email without the prior written consent of COSMOSWIN AFFILIATES. Place the Links on websites providing unauthorised access to copyrighted content (such as illegal streaming sites or file sharing sites); or
3. If we determine, in our sole discretion, that you have breached any of the provisions of Clauses 3.1 or 3.2, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
4. Neither you nor your direct relatives nor any connected party on your behalf (whether a director, contractor, partner, agent, employee or otherwise) are eligible to become a Customer (as such term is defined in Clause 5.1) and you shall not be entitled to any share of Net Revenue or any other remuneration from COSMOSWIN AFFILIATES in relation to such persons. Direct relatives in this context shall include your spouse, partner, parent, child or sibling.
5. Only one affiliate account is permitted per affiliate. COSMOSWIN AFFILIATES reserves the right to close down any duplicate accounts and to cancel any amounts otherwise due under such accounts.
6. COSMOSWIN AFFILIATES shall have the right to examine your books, records, systems and other materials and information relating to this Agreement and the services provided hereunder for the purposes of ascertaining your compliance or otherwise with the terms hereof. For that purpose you hereby grant to COSMOSWIN AFFILIATES and its professional advisers a right of access to your premises, systems and information on the giving of reasonable notice during normal business hours. COSMOSWIN AFFILIATES and its professional advisers shall have the right to take copies of any records it reasonably requires and you shall provide all necessary cooperation free of charge.
You will not market or promote any Site within or to persons from any Restricted Territories; or be involved in any traffic coming from any Restricted Territories; or allow, assist or encourage circumvention of any restriction put in place by COSMOSWIN AFFILIATES and/or any Site in connection with Restricted Territories. Under no circumstances will COSMOSWIN AFFILIATES accept or pay affiliate commissions for customers from the following regions : Belgium, Bulgaria, Denmark, France, France Metropolitan, French Guiana, French Polynesia, French S. and An. Lands, Gibraltar, Guernsey, Hungary, Ireland, Israel, Jersey, Isle of Man, Martinique, Mayoette, Reunion, Scotland, Spain, Turkey, Portugal, Russia, Netherlands and Antilles, Czech Republic, Ukraine, United Kingdom, Australia, New Zealand and United States of America (Including Minor Outlying Islands). Any changes to this list will be communicated. If we determine, in our sole discretion, that you have breached this Clause 3.7, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
4. Our Obligations
1. COSMOSWIN AFFILIATES will provide you with the Links in various formats (e.g. banners, animated gif and text formats). At our sole discretion, the Links may include a bespoke affiliate ID (an “Affid”) which may be modified by us from time to time in which case a redirect will be put into place via the Link.
2. Subject to your complying with all of the terms of this Agreement, COSMOSWIN AFFILIATES shall use all reasonable endeavours to ensure that whenever a Customer links to the COSMOSWIN AFFILIATES Sites through the Links and subsequently places a bet with COSMOSWIN AFFILIATES, the relevant customer is identified as originating from your Site. However, COSMOSWIN AFFILIATES shall not be liable to you in any way if COSMOSWIN AFFILIATES is unable to identify a Customer as originating from your Site. You should note in particular that if you do not comply with the requirement to obtain consent to tracking, or where an end user refuses to grant such consent, or where you fail to comply with any other applicable laws including in relation to data privacy and security, we shall not be liable to you in any way in respect of the actions of that end user or Customer.
3. Where you provide COSMOSWIN AFFILIATES with personal data, COSMOSWIN AFFILIATES will comply with its obligations under The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)
5. Payments, Money Laundering, & Your Identity
1. In this Clause 5 the following words shall have the following meanings:
“Net Revenues”shall mean all gross monies received by COSMOSWIN AFFILIATES from Customers through the applicable COSMOSWIN AFFILIATES Sites during the term of the Agreement less all of the following:
a. monies paid out to Customers as winnings;
b. “monies paid in the form of duties, taxes, levies, statutory deductions, imposts, other similar charges or payments to any relevant authority including licensing authorities
c. charges levied by electronic payment or credit card organisations;
d. bad debts;
e. monies attributable to fraud;
f. returned stakes;
g. provisions for transactions which are reversed by instruction from the card-holder’s bank (commonly referred to as charge-backs);
h. the cost of bonuses, ‘free bets’ or ‘free chips’ provided to Customers as a promotional or marketing activity; (i) refunds given to Customers;
i. Third Party Royalty or jackpot contributions which COSMOSWIN AFFILIATES must pay in respect of any Customers or any of our suppliers;
“Third Party Royalty“shall mean any royalty or revenue share which COSMOSWIN AFFILIATES must pay to a third party in order to lawfully exploit any technology or other product used from time to time on the COSMOSWIN AFFILIATES Site; and
“Customers“shall mean visitors from your Site who enter the COSMOSWIN AFFILIATES Site via the Links and who register (to include the provision of a valid email address and such other information as COSMOSWIN AFFILIATES may require) and open an account with COSMOSWIN AFFILIATES and where such visitor complies with the terms and conditions of the COSMOSWIN AFFILIATES Site and places a bet with COSMOSWIN AFFILIATES or any of its partners on the particular product or service the subject of our agreement with you (for example, if our agreement with you relates to sports betting, only bets placed on sports betting will be counted, and not stakes wagered on games etc.). For the avoidance of doubt it shall exclude any end user that is at that time an existing or previous customer of COSMOSWIN AFFILIATES or any other company within the COSMOSWIN AFFILIATES Group.
2. COSMOSWIN AFFILIATES shall pay you (in accordance with the provisions of Clause 5.6) the currently published percentage (as detailed on the commission page of your COSMOSWIN AFFILIATES Affiliate account) of Net Revenues received during the term of the Agreement in connection with any applicable COSMOSWIN AFFILIATES. For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement.
3. Other target-based payments may be introduced by COSMOSWIN AFFILIATES from time to time in relation to some or all of the COSMOSWIN AFFILIATES Sites either in addition to or in place of the above Net Revenue based payment. Any such payments will be detailed on the commission page of your Affiliate account. COSMOSWIN AFFILIATES reserves the right to make changes to your commission page, including the levels of commission due to you, and any such changes shall take effect immediately on their being changed in your commission page.
4. COSMOSWIN AFFILIATES has the right to reduce the revenue share of affiliates back to standard commission, or to terminate this Agreement and remove such affiliates, who we in our sole discretion deem to be inactive. After 3 warnings, if an affiliate fails to update media, links or content that we see fit after our written notice and/or if an affiliate does not have the correct contact or payment details or cannot verify the affiliate account through the requested documents needed for AML. We will notify you by email where such a reduction or termination will occur. Accounts that are inactive for a longer period may also incur an administrative fee but no such administrative fee will be deducted from your account prior to our having made reasonable efforts to contact you via the contact details last provided by you to COSMOSWIN AFFILIATES. The administrative fee will be applied against the payments (including future payments) that would otherwise be payable to you. If you have any queries regarding inactive accounts, please contact us for further information.
5. COSMOSWIN AFFILIATES shall provide you with statements accessible via the affiliate software detailing the number of Customers and the revenues generated from those Customers, if any, which have accrued to you over the course of the previous calendar month. At the end of a calendar month, COSMOSWIN AFFILIATES shall record your total share of Net Revenues, if any, during the previous calendar month. In the event that a revenue share in any calendar month is a negative amount, COSMOSWIN AFFILIATES shall be entitled but not obliged to carry forward and set off such negative amount against future revenue shares which would otherwise be payable to you. However, COSMOSWIN AFFILIATES shall also be entitled but not obliged to zero the negative balance that would otherwise be carried forward. If a revenue share does not exceed €100, or currency equivalent, COSMOSWIN AFFILIATES shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the revenue share (including any sum carried forward) exceeds €100, or currency equivalent, at which time payment shall be made in accordance with Clause 5.10. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than €100, or currency equivalent, in any given month.
6. You agree that COSMOSWIN AFFILIATES will raise sales invoices for the transactions covered by this Agreement on your behalf until this Agreement terminates in accordance with Clause 12. You will not raise sales invoices in respect of the transactions covered by this Agreement.
7. You will notify COSMOSWIN AFFILIATES immediately if you:
- change your VAT status including if you become VAT registered or if your VAT registration number changes;
- cease to be VAT registered; or
- sell your business, or part of your business.
8. You agree to notify COSMOSWIN AFFILIATES within 14 days of issue of the invoice if there are any errors on the invoice.
9. You agree that VAT (if applicable) shown on the invoice for the transactions covered by this Agreement which we raise on your behalf is your output tax due to the relevant tax authority.
10. Unless otherwise agreed in writing, at the end of a calendar month, the relevant revenue share payable by COSMOSWIN AFFILIATES to you shall be automatically raised and paid out (in accordance with Clause 5.5) within 20 days of the end of the relevant calendar month. Such revenue share shall be paid in Euro, inclusive of VAT if applicable, at COSMOSWIN AFFILIATES’s discretion.
11. You shall indemnify on demand and hold harmless us 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 COSMOSWIN AFFILIATES in consequence of any breach by you of this Clause 5.11 or as a result of your VAT status being different from that notified to us.
12. COSMOSWIN AFFILIATES may engage the services of a third party (currently “GoAffiliates”) to provide both the affiliate platform and system maintenance. We have service levels in place and expect these to be upheld but ultimately we do not have total control over these services and therefore cannot be held responsible for any failures arising from such third party services. You shall cooperate with us, and to the extent necessary our third party service providers, to give effect to the terms and spirit of this Agreement.
13. We shall make reasonable efforts to make any payments due to you in a timely fashion. However, we shall not be liable for occasional delays or delays outside of our control. For example, any changes in the contact or banking details provided by you may give rise to a delay of up to 30 days in making any payments due. Where you become aware of any overdue payments due to you, please contact us immediately and we will seek to resolve the matter as soon as possible.
14. We shall use reasonable endeavours to make payments due to you using the payment details provided to us. However, in certain circumstances we may be unable to make payments to you for reasons outside of our control (for example where the bank account details provided are inaccurate or incomplete). Where this occurs, we shall make reasonable efforts for a period of up to six (6) months to contact you via the contact details last provided by you to COSMOSWIN AFFILIATES to obtain alternative payment details. If we are still not in a position to make the payments after this period, we may close or suspend your account without further notice and you shall be deemed to have forfeited any entitlement to payment.
15. If an error is made in the calculation of your share of the revenue share, COSMOSWIN AFFILIATES reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by COSMOSWIN AFFILIATES to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
16. It is the policy of COSMOSWIN AFFILIATES to actively prevent, to the extent within its control, money-laundering and any activities that facilitate money-laundering or funding of terrorist or criminal activities. COSMOSWIN AFFILIATES reserves the right to attempt to verify your identity through the information provided by you, by obtaining information from public sources or by such other means as it reasonably deems necessary.
17. You warrant and represent that you shall at all times:
- comply with all laws, rules and regulations which are applicable to your compliance with our obligations in this Agreement.
- comply with the Data Protection Acts 1988 and 2003, as amended, and the European Union’s General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) adopted 27 April 2016 and all other applicable data privacy rules, laws and regulations anywhere in the world. Under the ePrivacy Directives, information (not just personal data) may not be stored on or retrieved from a person’s terminal equipment unless the individual: (i) has been given clear and comprehensive information about why this is being done; and (ii) has given her/his consent. You shall inform users of your Site that tracking technology will be installed on their hard drive if he/she clicks on the Links and shall obtain their consent to such tracking prior to storing or retrieving information from a person’s computer, smartphone, mobile phone, tablet or other applicable device. You hereby acknowledge that all data relating to Customers shall be and remain the exclusive property of COSMOSWIN AFFILIATES . It is not anticipated that you will gain access to personal data relating to Customers. However, in the event you do gain access to personal data relating to Customers, such access will be in your capacity as a data processor only and you will be required to enter into a separate data processing agreement with us.
- comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption
- promptly report to COSMOSWIN AFFILIATES any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement; and
- upon request and within a reasonable period, you shall certify to COSMOSWIN AFFILIATES in writing compliance with this Clause 5.18. You shall provide such supporting evidence of compliance as COSMOSWIN AFFILIATES may reasonably request.
18. Breach of Clause 5.18 shall be deemed a material breach of this Agreement.
19. COSMOSWIN AFFILIATES is required to ensure that third parties shall, and therefore you undertake: (a) to conduct yourself in so far as you carry out any activities on behalf of COSMOSWIN AFFILIATES as if you were bound by the same licence conditions and subject to the same codes of practice as COSMOSWIN AFFILIATES, including but not limited to assisting COSMOSWIN AFFILIATES in the display of such information and the provision of such links. (b) to comply with any technical standards for remote gambling systems as may be set. (c) to provide such information to COSMOSWIN AFFILIATES as it may reasonably require in order to enable COSMOSWIN AFFILIATES to comply with its information reporting and other obligations to the Commission; and (d) not to encourage players to play longer or wager more than the player might otherwise do. COSMOSWIN AFFILIATES may immediately terminate this Agreement if, in COSMOSWIN AFFILIATES ’s reasonable opinion, you are in breach of this Clause 5.19
20. You are solely responsible for your own marketing and promotional activities and you shall carry out such activities in a responsible manner, complying with all applicable laws, regulations and advertising codes. In particular you: (a) shall have appropriate privacy and security safeguards in place; and (b) shall comply with your obligations in Clause 5.18(b) and Clause 3.7. You shall immediately comply with COSMOSWIN AFFILIATES ‘s requests in relation to this Clause 5.21. Where you fail to do so, COSMOSWIN AFFILIATES reserves the right to immediately terminate this Agreement.
21. For all amounts payable by COSMOSWIN AFFILIATES under or in connection with this Agreement, we may at our discretion determine which entity/entities within the Group shall make payments and in what proportion.
22. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties. You shall be accountable to the Revenue Commissioners, Customs and Excise or such other relevant authorities for all taxation payable on or in respect of payments we make to you and shall indemnify COSMOSWIN AFFILIATES from and against any liability that may be imposed on us in relation to same.
1. COSMOSWIN AFFILIATES makes every effort to ensure that no errors are made in the calculation of amounts due to affiliates. However, human, systems and/or third party error may occasionally result in errors. COSMOSWIN AFFILIATES reserves the right to correct any obvious errors and to void any payments (to include the right to be reimbursed where payments have been made in error) where such have occurred.
2. In the case of any blatant errors in payments made (including for example where the payment made is materially different to previous or comparable payments/periods and/or the payment is clearly incorrect, depending on all of the circumstances), the amount paid will be rebalanced at the appropriate rate. Should you be credited in error, it is your responsibility, and you undertake, to notify COSMOSWIN AFFILIATES of the error without delay. You hereby undertake to provide your full cooperation to COSMOSWIN AFFILIATES to correct any such errors, including by way of the return of any over-payments. COSMOSWIN AFFILIATES may set off any payment obligation due to us from you against any future payment obligation owed by us to you under this Agreement.
7. Fraud, Responsible Gambling, Protection of Minors, and the Prevention of Crime
1. COSMOSWIN AFFILIATES reserves the right to seek criminal or other sanctions against you if we suspect you have engaged in fraudulent, dishonest or criminal acts and we will disclose such information to the relevant authorities or other relevant third parties as may be necessary in this regard. Fraudulent acts include acts by you which are made in bad faith and/or acts which are intended to defraud COSMOSWIN AFFILIATES
2. COSMOSWIN AFFILIATES aims to make betting a fun and entertaining experience, whilst at the same time taking our responsibilities very seriously. To this end, we strive to:
- ensure that gambling is conducted in a verifiably fair and open fashion in order to protect customers;
- ensure that, to the greatest extent possible, children and other vulnerable persons are protected;
- prevent gambling being or becoming a source of crime or disorder.
3. You undertake not to knowingly or negligently, through any act or omission, conflict in any way, or cause COSMOSWIN AFFILIATES to be in conflict in any way, with any of the objectives set out in Clause 7.2.
4. COSMOSWIN AFFILIATES reserves the right to immediately suspend or terminate any account it believes such account to be involved in fraud, money-laundering and/or any other form of illegal or suspicious activities, to withhold any amounts due on the account, and to report such details as it reasonably considers are necessary to relevant authorities.
8. Licence to use the Marks
1. We hereby grant to you a non-exclusive, non-transferable, revocable licence, solely during the term of this Agreement, to use such COSMOSWIN AFFILIATES intellectual property, including without limitation any logo, trade mark, trade name, design or other similar identifying material owned by or licensed to COSMOSWIN AFFILIATES. As we make available to you via our online media gallery and via electronic newsletters solely in connection with the display of the Links on your Site or in connection with email promotions which we approve in advance.
2. This licence cannot be sub-licensed, assigned or otherwise transferred by you without our prior written approval. Your right to use the Marks is limited to and arises only out of this licence to use the Links.
3. This licence will be terminated automatically upon the termination of this Agreement for any reason.
4. 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 or our licensor’s rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill (which shall vest exclusively in COSMOSWIN AFFILIATES ).
5. You shall not register or attempt to register, or be complicit in any third party registering or attempting to register, any trademark, trade name, logo, or similar identifying material that contain the Marks or are confusingly similar to or are comprised of any of the Marks or any other of our intellectual property rights.
6. You undertake not to register or attempt to register or be complicit in or cooperate with any third party registering or attempting to register, any domain name which is similar to any of our Sites or intellectual property rights. including (for the avoidance of doubt) any misspellings, other variations of the domain names or other likenesses. Where you breach this Clause 8.6 you will immediately cease use of any such domain and transfer such domain to us or a third party elected by us.
7. You undertake to provide all reasonable cooperation with us in protecting the Marks against third party infringement or any other attack.
9. Additional Warranties
1. Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
2. You are solely responsible for the operation and content of your Site and you represent, warrant and undertake that your Site shall contain no material which is defamatory, sexually explicit, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of our rights or any third party rights and shall not link to any such material. We shall not be liable for any claims by third parties relating to your Site or any of the products or services associated therewith and you will fully indemnify us in respect of any losses we suffer (directly or indirectly) in connection with any such claims.
3. You warrant and represent that you are of legal age for gambling as determined by the relevant legislation in your jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the affiliate programme.
4. You warrant and represent that you will not, directly or indirectly: (a) do any act or omission that disparages COSMOSWIN AFFILIATES Sites, or is damaging to the interests, reputation or goodwill of the aforementioned parties and sites; or (b) do any activity that in our reasonable opinion would be deemed unsuitable, inappropriate or fraudulent.
1. The COSMOSWIN AFFILIATES Sites and the Links are provided “as is” without any express or implied warranty of any kind, and all warranties including the 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 COSMOSWIN AFFILIATES nor any of its licensors gives any warranty that the supply of material and content on, or links to or from, the COSMOSWIN AFFILIATES Sites and/or the Links will be uninterrupted, timely, secure or error free or that they are free of viruses or bugs.
11. Indemnity and Liability
1. You shall indemnify COSMOSWIN AFFILIATES 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 COSMOSWIN AFFILIATES in consequence of any breach, non-performance or non-observance by you of any of your obligations or warranties under this Agreement.
2. 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.
3. We shall not be liable to you 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 whatever.
4. We shall not be liable for any loss or damage that you 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.
5. In no event shall we be responsible for any claim or dispute between you and any user of your Site.
1. This Agreement shall commence (or commenced, in the case of existing affiliates) on the date that COSMOSWIN AFFILIATES notifies (or notified, in the case of existing affiliates) you that your application to join the COSMOSWIN AFFILIATES affiliates programme has been successful and shall continue until terminated in accordance with this Clause 12.
2. 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 you are subject to bankruptcy proceedings, or if you are subject to any similar process or procedure to those described in this Clause 12.2 in any part of the world.
3. COSMOSWIN AFFILIATES may immediately suspend or terminate this Agreement upon notice to you: (a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by COSMOSWIN AFFILIATES to remedy the same; (b) in accordance with its rights set out in Clause 3.3, Clause 3.8, Clause 5.18, Clause 5.20 or Clause 7.4; or (c) where you are in breach of any warranty within this Agreement. COSMOSWIN AFFILIATES reserves the right to withhold any amounts due to you in such circumstances (whether or not such amounts are generated by the breach).
4. COSMOSWIN AFFILIATES may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that you are for any reason unsuitable to be an affiliate. COSMOSWIN AFFILIATES shall not be required to disclose its reasoning in connection with any such suspension or termination. Where COSMOSWIN AFFILIATES discloses its reasons for such suspension or termination, it may withhold and/or terminate any payments that otherwise may have been due to you.
5. Either party may terminate this Agreement on the delivery of seven (7) days’ prior written notice to the other party.
6. Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
7. Upon termination of this Agreement for any reason, you shall remove all of the Links and any other Marks or content owned, developed, licensed or created by COSMOSWIN AFFILIATES and/or provided to you by COSMOSWIN AFFILIATES in connection with this Agreement from your Site and all rights and licences granted to you in this Agreement shall immediately terminate.
8. We shall be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to COSMOSWIN AFFILIATES, if any.
9. For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement.
1. This Agreement (including your application form) contains the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings between the parties with respect to its subject matter.
2. You shall not assign or subcontract any of your rights and/or obligations under this Agreement without COSMOSWIN AFFILIATES prior written consent.
3. 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.
4. 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.
5. Any notice given or made under this Agreement to COSMOSWIN AFFILIATES shall be by email to [email protected] COSMOSWIN AFFILIATES shall send you any notices given or made under this Agreement to the email address supplied on your application form or such other email address as notified by you to COSMOSWIN AFFILIATES.
6. During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of COSMOSWIN AFFILIATES and/or the COSMOSWIN AFFILIATES affiliate programme. You agree to avoid disclosure or unauthorised use of the confidential information to third persons or outside parties unless you have COSMOSWIN AFFILIATES prior written consent. You shall use such confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with regard to confidential information shall survive termination of this Agreement and you shall fully indemnify us for any losses we or the Group suffers (directly or indirectly) in connection with your breach of this Clause 13.