Last Updated 01 June 2007
TERMS AND CONDITIONS FOR THE Grand Privé Affiliates PROGRAM
DEFINITIONS
The term "Client" is defined as any company that has contracted Grand Privé Affiliates to promote their Casino(s).
PURPOSE
The contract provides Webmasters (Affiliates) with the non-exclusive right to direct users ("Visitors") from various sites to Grand Privé Affiliate's Client's websites, in return for the payment of commissions and referral bonuses as specified below.
Grand Privé Affiliates WEBMASTER (AFFILIATE) AGREEMENT
Every application will be evaluated and the applicant notified as to whether such application was accepted. An application may be rejected if Grand Privé Affiliates determines, in it's sole discretion, that an applicant's site is unsuitable.
Grand Privé Affiliates does not advocate spamming. Any form of spamming will result in the responsible Webmaster's (Affiliate's) account being immediately terminated and all funds due being withheld.
Webmasters (Affiliates) will not knowingly benefit from known or suspected traffic not generated using accepted marketing practices whether or not it causes Grand Privé Affiliates Client's harm. Should such activity occur, knowingly or otherwise, Grand Privé Affiliates retains the right to retract the commissions and referral fees paid to that Webmaster (Affiliate) at any time. Grand Privé Affiliate's decision in this regard will be final and no correspondence will be entered into.
In the event of detection of any sort of mechanism that falsely generates hits to the website, Grand Privé Affiliates will invalidate all previous traffic, negate all commissions and referral bonuses, and will prosecute the responsible Webmaster (Affiliate). Even if the Webmaster (Affiliate) may not have knowingly generated such traffic Grand Privé Affiliates reserves the right to withhold commissions and referral fees with respect to such traffic.
No affiliate can profit from an account generated by themselves or by a party related to themselves. If an affiliate is found to be profiting from an account generated by a related party or themselves that affiliate will forfeit all commissions and referral bonuses and this agreement shall terminate.
INTELLECTUAL PROPERTY
All use of the Grand Privé Affiliates or Client's Materials shall accrue to the benefit of the Client and shall not create any rights, title or interest in them for the Webmaster (Affiliate). No unauthorized use of the Grand Privé Affiliates 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 Webmaster for any purpose without the prior written approval of Grand Privé Affiliates or the Client.
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.
COMMISSION, REFERRAL BONUS AND PAYMENT
Commission is calculated using the applicable percentage of Net Revenue, derived from any transaction from Visitors who used the Client's software, who first linked to the Client's sites from the Webmaster site ("Linking Visitors") during the term of this Agreement.
"Gross Win" is defined as gross bets less payout (including progressive contribution)(calculated using the Client's software), derived from any real transaction with a Linking Visitor in which revenue is paid or credited to the Client, less: (i) charge backs and discretionary returns; (ii) sign up bonuses; and (iii) promotion bonuses.
"Applicable Percentage" is defined as the percentage, calculated monthly, set forth below for the service during the month from which the Net Revenues were derived:
On Net Revenue in the month up to and including $25,000 - 25% for all Affiliates whose accounts were registered 01 June 2007 or earlier.
On Net Revenue in the month over and including $25,001 - 35% for all Affiliates regardless of when their account was registered
On Net Revenue for Affiliate accounts registered after 01 June 2007 - 35%
REFERRAL BONUSES
Webmasters (Affiliates) shall be entitled to a further 3% referral bonus calculated as set out below, with respect to monthly Net Revenue generated by Visitors who arrive from other Webmasters that are referred directly to Grand Privé Affiliates.
Amounts are expressed in the Webmaster's (Affiliate's) chosen currency - U.S. dollars, Canadian Dollars (CAD), Euros or GB Pounds
Grand Privé Affiliates shall pay the Webmaster (Affiliate) all amounts due by the 7th of the following month, and a statement providing in reasonable detail the basis for such payment shall be posted on the Grand Privé Affiliates website (http://www.grandpriveaffiliates.com). No check or transfer for less than $250 will be issued and such amounts will be carried over to the next payment period
Grand Privé Affiliates's tracking system shall be the sole method for determining the basis of the calculation of commissions and referral bonuses hereunder, and Grand Privé Affiliates's calculations shall be final and binding.
LIABILITY
The Webmaster (Affiliate) acknowledges that Grand Privé Affiliates 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 Webmaster (Affiliate) further represents and warrants that:
a. The Webmaster (Affiliate) has the right to enter into this Agreement;
b. The Webmaster (Affiliate) site and the reproduction, distribution, transmission, public performance and public display of the Webmaster Materials as permitted herein, does not:
(i) Invade the right of privacy or publicity of any third person,
(ii) Contain any libelous, obscene, indecent or otherwise unlawful material, or
(iii) Infringe any patent, copyright or trademark right in any jurisdiction; and
(iv)The Webmaster (Affiliate) has received no notice of such invasion, violation or infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin when the applicant completes an application form and accepts the terms and conditions herein and will continue 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, 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.
Grand Privé Affiliates may terminate this agreement if Grand Privé Affiliates determines in its sole discretion that the affiliate 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.
Grand Privé Affiliates reserves the right to terminate this agreement at any time.
Any possible assistance from a Grand Privé Affiliates Account Manager is entirely at Grand Privé Affiliate's discretion. (See also Term and Termination). Rendering of said assistance shall not constitute a waiver of any of Grand Privé's rights herein.
Upon termination:
All rights and licenses given to the Webmaster (Affiliate) in this Agreement shall immediately terminate.
The Webmaster (Affiliate) will be entitled only to those unpaid referral fees, if any, earned by the Webmaster (Affiliate) on or prior to the date of termination (except in those situations referred to above). The Webmaster (Affiliate) will not be entitled to referral fees occurring after the date of termination.
If the Webmaster (Affiliate) has failed to fulfill its obligations and responsibilities, Grand Privé Affiliates will not pay the Webmaster (Affiliate)) any referral fees otherwise owing to the Webmaster (Affiliate) on termination.
Grand Privé Affiliates may withhold the Webmaster's (Affiliate's) final payment for a reasonable time to ensure that the correct amount is paid and for subsequent set-off eg. chargebacks.
If Grand Privé Affiliates continue(s) 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.
The Webmaster (Affiliate) and Grand Privé Affiliates 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 the Webmaster (Affiliate) from any liability arising from any breach of this Agreement, which occurred prior to termination.
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.
WARRANTIES
Except as expressly provided herein, neither party warrants that their respective websites 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.
ARBITRATION
All disputes between the parties arising from this agreement, including non contractual disputes and disputes as to the validity or existence of this agreement, shall be referred to and finally determined by arbitration before a sole arbitrator, conducted in the English language, and in accordance with the law of Curacao, Netherlands Antilles and the Expedited Arbitration Rules of the World Intellectual Property Organisation ('WIPO'). Each party consents to the award being made an order of any court of competent jurisdiction. If the parties fail to appoint an arbitrator, the arbitrator shall be selected by the Chairman or Acting Chairman of the Chamber of Commerce in Curacao, Netherlands Antilles or if any arbitrator is not selected by this means then an arbitrator shall be appointed by a mutually agreed independent firm of Auditors established in Curacao, Netherlands Antilles.
INDEPENDENT CONTRACTORS
Grand Privé Affiliates and the Webmaster are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between Grand Privé Affiliates and the Webmaster. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.
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.
E&OE
Errors and Omissions Excepted