|
Please Read and Print for Future Reference
If you wish to participate in our webmaster program (affiliate program or partner program), please sign up here. Additionally, by applying to become a member of, accessing and utilizing any of the GA Partner Program, you are deemed to have agreed to be bound by all the terms and conditions set out in this agreement.
For purposes of clarity, the terms "we" and "us" refer to GA Partners and "you", "Affiliate" and "Partner" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The term "Client" is defined as any company that has contracted GA Partners to promote their gaming web sites (such as goldenarchcasino.com, goldenarchpoker.com, etc). The contract provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the Client's web sites, in return for the payment of commissions and referral bonuses as specified below.
ENROLLMENT
To enroll, please read this agreement and then submit a complete GA Partners Affiliate Account application to us via our web site. We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
WEBMASTER AGREEMENT
During the term of this arrangement (which shall commence when you indicate your acceptance in the manner specified above, and shall end when either you or we notify the other, by email, of the termination of this Agreement), you shall display a banner or banners provided by GA Partners on your site (the "Affiliate site") as a hyperlink to direct Visitors from the Affiliate Site to the Client's Sites, using distinct URLs supplied by GA Partners exclusively for linking (the "Supplied Banners").
The Client's banners shall be displayed at least as prominently as any other sales link on the Affiliate site, and if the Affiliate displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Affiliate site, the Affiliate shall, subject to GA Partners' prior written approval of the content thereof, include similar descriptive information regarding the gaming web site(s).
The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Affiliate shall be entitled to display the banners of, and provide links to, sites of other companies through the Affiliate site, and GA Partners shall be entitled to make the Client's banners available through online and other services than the Affiliate site.
DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL
As an Affiliate, you will have access through GA Partners' "GoldenArchPartners.com" site to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".)
GA Partners and the Client hereby grants to the Affiliate the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly):
GA Partners' and the Client's banners, name, site name, and other related textual and graphic material are made available by GA Partners and/or the Client to the Affiliate for the express purpose of inclusion on the Affiliate's site from time to time (collectively, the "Client's Material") and for the specific purposes authorized above. GA Partners and the Client authorize the Affiliate to advertise and promote their respective promotional material. The copy writing of promotions may not be modified nor misrepresented by the Affiliate.
GA Partners and the Client also authorizes the Affiliate to refer, in the Affiliate's advertising and promotions, to the fact that the GA Partners and Client's sites are accessible through the Affiliate site, provided that any such statement:
- does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of GA Partners or the Client other than GA Partners or the gaming web site(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of GA Partners' or the Client's mark);
- does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the Client sponsors, authorizes, and/or is the source or origin of the Affiliate site; and
- does not disparage GA Partners or the Client, its products, services, or affiliates. All use of the GA Partners or Client's Materials hereunder shall inure to the benefit of the Client and shall not create any rights, title or interest in them for the Affiliate. No other use of the GA Partners or Client's names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Affiliate for any purpose without the prior written approval of GA Partners or the Client.
As between the Client and the Affiliate, the Client owns, and shall continue to own exclusively, all right title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to the Client's Materials and all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in this Agreement.
MAINTAINING THE LINKS
You agree to fully cooperate with us in order to establish and maintain the Links between Your Site and the GA Partners Site or the Client's Site(s). The maintenance and updating of Your Site will be your responsibility. The graphics and/or text associated with the Links to the GA Partners Site or the Client's Sites will be updated periodically and it will be necessary for you to update the content of Your Site accordingly on a regular basis. Please be aware that we reserve the right to monitor your site to determine if you are following the terms and conditions of this Agreement and to notify you of any changes that we feel should be made.
SPAM - WE DO NOT CONDONE SPAM
Any form of spam will result in your account being closed and all funds due being withheld. You need to be aware that our Clients are liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from your account should our client seek recourse. In this instance the amount determined by the relative client will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by yourself as fair and reasonable and as agreed to by registration as an affiliate of GA Partners.
Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts.
GOOD FAITH
You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes GA Partners or the Client harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to Client's site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.
Further, should an affiliate develop a pattern of bringing in players that only take advantage of any introductory or welcome bonus and then leave the casino (known as "Bonus Hunters" or "Bonus Abusers"), we reserve the right to suspend the affiliate account without prior communication until further notice. Again, we reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such Bonus Hunter/Bonus Abuser traffic has been caused with your knowledge.
COMMISSION AND REFERRAL BONUS
GA Partners shall process payments to webmasters for the month within fourteen (14) business days following the close of the month and shall make available at a designated URL ("http://www.goldenarchpartners.com/") a statement providing in reasonable detail the basis for such payment.
The commission payment will include commissions from all GA Partners' clients which now represents commission from our Casino and soon our Poker product.
You shall be entitled to a commission equal to the Applicable Percentage of Cumulative Player Deposits, derived from any transaction from Visitors who used the Client's software, who first linked to the Client's sites from the Affiliate site ("Linking Visitors") during the term of this Agreement.
"Cumulative Player Deposits" is defined as the total amount of money deposited through our cashier and does not calculate any bonus figure into this equation.
A "Charge back" occur when a customer, credit card Company, or other third party payment provider reverses a charge in relation to a purchase transaction. Whether due to fraudulent activity, insufficient funds, or other reasons, the reversed amount will be deducted from the affiliate earnings as soon as it is noticed and able to be applied to the affiliate account. We attempt to deduct any possible Charge backs the month they are realized, if not then we will deduct from the next month.
"Fraudulent Account" is defined as a customer account, which has charge back and never completed a successful transaction.
"Applicable Percentage" is defined as the percentage, calculated monthly, set forth below for the service during the month from which the Player Total Deposits were derived:
- On Player Total Deposits in the month up to and including $9,999 = 25%
- On Player Total Deposits in the month over $10,000 - $19,999 = 30%
- On Player Player Total Deposits in the month over $20,000 = 35%
GA Partners does not carryover negative balances month to month unless a Charge back was not successfully reported and applied to the previous month. In all cases, barring a charge back that has been carried over, the affiliates account will be zeroed out at the beginning of the next month. In short, negative balances incurred due to charge backs will carryover until the cost is recovered.
GA Partners' tracking system shall be the sole method for determining the basis of the calculation of commissions and referral bonuses hereunder, and GA Partners' calculations shall be binding on the Affiliate, absent manifest error.
CONFIDENTIAL INFORMATION
As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:
- may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or
- may receive hereunder from the other.
Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:
- use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;
- accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and
- restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.
The foregoing restrictions shall not apply to information that:
- is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;
- the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;
- is received from a third party without restriction and without breach of this Agreement;
- was independently developed by the recipient as evidenced by its records; and
- the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section 4 shall survive the termination of this Agreement.
LIABILITY
The Affiliate acknowledges that GA Partners does not advocate or endorse the purchase or the use of any services offered by the Client through the Client's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Client represents and warrants that:
- The Client has the right to enter into this Agreement and to grant the rights and licenses granted herein; and
- The Client's software, and the reproduction, distribution, transmission, public performance and public display of the Client's Material in connection with the Affiliate site, do not:
- invade the right of privacy or publicity of any third person; or
- contain any libelous, obscene, indecent or otherwise unlawful material.
The Affiliate represents and warrants that:
- a. the Affiliate has the right to enter into this Agreement;
- the Affiliate site does not, and the reproduction, distribution, transmission, public performance and public display of the Affiliate Materials as permitted herein, do not:
- invade the right of privacy or publicity of any third person,
- contain any libelous, obscene, indecent or otherwise unlawful material, or
- infringe any patent, copyright or trademark right in any jurisdiction; and
- the Affiliate has received no notice of such invasion, violation or infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin when you download a banner and link it to our site or the Client's Site(s) 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 may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
Upon termination:
You must remove the GA Partners or Client's banner/s from your site and disable any links from your site to ours and theirs.
All rights and licenses given to you in this Agreement shall immediately terminate.
Any outstanding unpaid referral fees, if any, earned by you on or prior to the date of termination, will be paid in full, assuming no profits are earned whilst under violation of the terms of this agreement.
If you have failed to fulfill your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
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 any trade names, trademarks, service marks, logos and other designations of our clients.
You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.
Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
RISK ALLOCATION
Neither party will be liable to the other party (nor to any person claiming rights derived from the other party's rights) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind -- including lost revenue or profits, loss of business, or loss of data -- arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof.
ACKNOWLEDGEMENT OF NO WARRANTY
Except as expressly provided herein, neither party warrants that their respective web sites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly set forth in this agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.
AFFILIATE ACCOUNT AND PLAYER ACCOUNT RELATIONSHIP
Affiliated webmasters are permitted to establish player accounts with our client properties and wager real money on any game offered. However, GA Partners policy prohibits affiliated webmasters from registering these accounts with the program. Not only will there not be any commissions paid out to affiliated webmasters for such activity but affiliates caught augmenting their commissions by generating play through unqualified accounts risk the forfeiture of all commissions earned for a full month. Affiliates that persist in this practice after penalization will be removed from the GA Partners' program indefinitely. In this manner, affiliates are restricted from earning commission revenue from their own wagering. This policy is entirely consistent with the purpose of the GA Partners program: Directing new players to client properties.
ASSIGNMENT
GA Partners may assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of the Affiliate. Except as otherwise provided herein, the Affiliate may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of GA Partners. Any purported assignment or delegation without such required consent shall be null and void.
GOVERNING LAW
This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the internal substantive laws of
Cyprus.
SINGLE ACCOUNT
The Affiliate agrees to operate a single Affiliate site with the gaming web site(s). If GA Partners should discover, using information it deems appropriate in the circumstances, that the Affiliate is operating more than one Affiliate account, this Agreement shall terminate and the Affiliate will forfeit all rights to commissions and referral bonuses. Several sites may be registered to the one account; however, the placement of any casino banner on a new site, under the GA Partners Affiliates Program, MUST be reported by the Affiliate and cleared by the GA Partners Support Team beforehand, and failure to do so may result in the termination of the Affiliate's account. The Affiliate will also forfeit all rights to commissions and referral bonuses.
INDEPENDENT CONTRACTORS
GA Partners and the Affiliate are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between GA Partners and the Affiliate. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.
Partner and Partnership are used to describe the affiliation of GA Partners ant the Webmaster and in no way, shape or form id it a legal partnership.
DISCLAIMER
It is the Affiliate's responsibility to declare taxes from their Affiliate's profits, according to their country's regulations. An institutional bank located on the island of Antigua issues the Affiliate's payments; therefore, GA Partners will not issue any forms relating to this matter.
WAIVER
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
MODIFICATIONS
GA Partners may modify any of the Terms and Conditions set forth in this Agreement by posting the modified Terms and Conditions at: http://www.goldenarchpartners.com or at another site it chooses, and by notifying the Affiliate of the modifications via email notice.
Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
|
|