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Mi Affiliate is a versatile affiliate network spanning multiple industries, featuring in-house igaming products that facilitate connections between skilled industry specialists and enterprises.
A. MiAffiliates, through the use of its MiAffiliates Software, is the operator of the Affiliate Program in terms of which Affiliates may market and promote certain Merchant Websites represented by the Affiliate Program.
B. This Agreement governs the relationship between MiAffiliates and You/Affiliates and also the relationship between the Affiliates/You and the Merchants.
1.1 MiAffiliates shall evaluate the Affiliates' application on submission thereof.
1.2 The decision as to whether You become an Affiliate is at the sole discretion of MiAffiliates and the Affiliate cannot in any way hold MiAffiliates liable for MiAffiliates’ decision not to accept Your application to become an Affiliate.
1.3 As part of Your application to become an Affiliate, You may be requested to provide the following:
1.4 As further part of Your Application, Your application information will be compared with the domain name registration information in a WHOIS, or similar, database to establish Your rights to Affiliate Domains.
1.5 Provided You have complied with MiAffiliates’ requirements, You will be notified in a timely manner of MiAffiliates’ acceptance or rejection thereof.
1.6 You hereby consent, and hereby provide the requisite authority, to MiAffiliates, to independently verify, with any third party, any information provided to it by You in terms of this Agreement and any other information as requested by MiAffiliates during the Term and from time to time.
1.7 The agreement is between the Merchant Customer, and MiAffiliates.
2.1 Once You have complied with MiAffiliates’ requirements and You have been notified of Your Acceptance as an Affiliate, Your Affiliate account will be activated and the Affiliate will thereafter be granted a Licence, subject to the terms of this Agreement, to operate as an Affiliate and participate in the Affiliate Program for the Term.
2.2 The granting, and on-going use of the Licence, the participation in the Affiliate Program, and the on-going rights in respect of both, are subject to any conditions contained in this Agreement.
2.3 The Affiliate is restricted to one Affiliate account only.
2.4 By opening an account with a Merchant, a Customer will become a Merchant Customer and, accordingly, all Merchants rules, policies, operating procedures and terms and conditions will apply to the Customers. MiAffiliates accepts no liability whatsoever nor can it be held liable for any claim relating, directly or indirectly, to Customers’ participation on any of the Merchants’ Websites from accessing any Merchant Brands.
3.1 The Affiliate may strictly not register, or attempt to register a Prohibited Domain Name.
3.2 Should an Affiliate register, or attempt to register, a Prohibited Domain Name, and without prejudice to any other legal remedy or right that the Merchant and/or its licensors and/or MiAffiliates, may have in law, MiAffiliates and/or the Merchant shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Merchant or MiAffiliates as applicable, and the Affiliate agrees, in such instance not to, formally or informally, in proceedings or otherwise, object thereto.
4.1 Upon activation of the Affiliate's account, the Affiliate shall be provided access to the Marketing Material via the MiAffiliates’ website, newsletters and account relationship managers.
4.2 Without derogating from the Affiliates other obligations in terms of the Agreement, the Affiliate agrees to:
4.3 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Merchant. The Merchant's decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Merchant or its designated agent to remedy the situation, failing which MiAffiliates shall be entitled to terminate the Agreement with immediate effect.
4.4 The Affiliate may design its Affiliate Marketing Material for the sole purpose of directing Customers to the Merchants Websites, subject to the following terms and conditions:
5.1 The Affiliate acknowledges that MiAffiliates and Merchant Intellectual Property will at all times remain the property of MiAffiliates, the Merchant and/or its, or the Merchants' licensors. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the aforesaid Intellectual Property, other than those provided in terms of the Licence.
5.2 The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of the Merchants or the Merchants licensors rights, title and interest in and to the Intellectual Property.
5.3 The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of MiAffiliates’ licensors rights, title and interest in and to its Intellectual Property, nor will the Affiliate attempt, in any way, to tamper with, reverse-engineer, vary or alter the MiAffiliates Software.
5.4 The Affiliate shall not in any way represent that it has any rights of any nature in the Intellectual Property of either MiAffiliates or the Merchant or the Merchant's licensors, other than those that it enjoys in terms of this Agreement.
5.5 The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of the restrictions attached to the Intellectual Property of either MiAffiliates or the Merchant or the Merchant's licensors, and that it can give full effect to such obligations.
5.6 The Affiliate shall, as soon as it becomes aware thereof, give MiAffiliates, in Writing, full particulars of any use, or proposed use, by any other person, firm or company, of a trade name, trademark or get-up of goods, or mode of promotion, or advertising, or any element of the Intellectual Property of either MiAffiliates or the Merchant or the Merchant's licensors, which amounts or might amount either to infringement of those rights or to any other form of passing-off.
5.7 If the Affiliate becomes aware that any other person, firm or company alleges that the Intellectual Property of either MiAffiliates or the Merchant or the Merchant's licensors is invalid, or that use of the Intellectual Property infringes any rights of another party, or if the Intellectual Property of either MiAffiliates or the Merchant or the Merchant's licensors, Intellectual Property is otherwise attacked or attackable, the Affiliate will immediately give MiAffiliates full particulars in Writing thereof and shall make no comment or admission to any third party in respect thereof.
5.8 The Merchant and/or its licensors shall have the sole conduct of all proceedings relating to the Merchant's Intellectual Property and will in their sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of its/their Intellectual Property or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of its/their Intellectual Property. The Affiliate shall not be entitled to bring or defend any action, or enter into any negotiations for compromise or settlement, for, or in any way relating to infringement of such Intellectual Property rights, and the Merchant and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the aforesaid Intellectual Property if they decide in their sole discretion not to do so.
5.9 MiAffiliates and/or its licensors shall have the sole conduct of all proceedings relating to the MiAffiliates’ Intellectual Property, including the MiAffiliates’ Software, and will in its sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of its Intellectual Property. The Affiliate shall not be entitled to bring or defend any action, or enter into any negotiations for compromise or settlement, for, or in any way relating to infringement of such Intellectual Property rights, and the Merchant and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the aforesaid Intellectual Property if they decide in their sole discretion not to do so.
6.1 MiAffiliates will, for the purpose of this Agreement, track Customers’ transactions by application of the Affiliate ID. You are responsible for ensuring that all referred customers are properly tagged with your Affiliate ID. You will not receive credit for New Customers who are not properly tagged or who we are unable to otherwise properly associate with your Affiliate ID.
6.2 The Merchant has the sole right to refuse Customers (or to close/suspend their accounts) if necessary, to comply with any requirements that they may periodically establish and the Affiliate hereby undertakes to abide by MiAffiliates’ decisions in this respect and will have no claim against MiAffiliates for any loss or damage of any kind which it suffers or alleges it suffers, as a result of such actions by MiAffiliates.
6.3 MiAffiliates will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. The form, content and frequency of the reports may, at MiAffiliates’ discretion, vary from time to time. To gain access the Affiliate will need to use the Affiliate’s Affiliate ID and password as provided to the Affiliate by MiAffiliates.
6.4 The reports and the underlying figures, number amounts and statistics forming the basis of such reports, will be the exclusive reference point for the calculating of Commission, and the Affiliate agrees to be bound by such information as provided by the Merchants to MiAffiliates.
7.1 Commission is, subject to any other terms and conditions contained in this Agreement, payable to Affiliates only if a Customer (a) opens an account with a Merchant and (b) wagers on the Merchant's Website(s).
7.2 Payment shall only be made to the Affiliate once MiAffiliates has received payment from the Merchant(s), as applicable.
7.3 Payment shall only be made to the Affiliate once MiAffiliates has been satisfied that the Affiliate is the beneficial owner of the funds and the selected payment method. Should any affiliate details or payment methods be added or amended, changes will require verification in order to be affected. Payments accrued to unverified accounts will remain so until such time as verification documentation has been supplied and approved. Thereafter accrued payments will be paid in accordance with the predefined payment process.
7.4 The Affiliate shall not earn Commission on the Net Revenue and of any Second-tier Affiliate if, in the case that the Affiliate is a juristic entity, it/they is/are the Affiliate's employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, they/it are/is the Affiliate's employee, agent or direct family member.
7.5 The Affiliate shall not earn Commission on the Net Revenue on the Affiliate's own Customer Account nor on the Customer Account/s of the Affiliate's employees or immediate family members.
7.6 If the Affiliate or the Affiliate's employees sign up as a Customer at one of MiAffiliates’ Merchant’s Brands, MiAffiliates shall have the right to terminate this Agreement.
7.7 MiAffiliates has and reserves the right to pass on any financial costs to the Affiliate’s account that MiAffiliates may incur as a result of Fraudulent Activity or bad faith activity by the Affiliate.
7.8 If MiAffiliates (in its sole and unfettered discretion, but acting reasonably) determines that an Affiliate is abusing its membership as an Affiliate so as to unfairly gain an advantage, or for other reasons, then MiAffiliates may withhold any Commissions due to such Affiliate and/or vary the amount of Commission.
7.9 MiAffiliates will process the Commission earned by the Affiliate in the previous calendar month by the tenth working day of the following month. MiAffiliates shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.
7.10 Payment shall be made by MiAffiliates to the Affiliate by way of the method selected by the Affiliate on registration, at the market exchange rate in US dollars, UK pounds, Euros, Australian Dollar, Canadian Dollar, Danish Krona, Swedish Krona, Norwegian Krona, or one of the other payment currencies available to all affiliates of the Affiliate Program.
7.11 An Affiliate will not be able to update or, in any way, change the payment details in his/her/its account during the 5 (five) working days prior to the date that payment is due and it is the Affiliate's sole responsibility to ensure that he/she/it has entered the correct payment details 5 (five) working days prior to the date of payment.
7.12 An Affiliate will only be paid by bank wire if the total amount owed in a single month is €500 (or the equivalent in another currency) or more. If the total amount owed is less than €500, payment will be rolled over into the following month, or future months until the €500 threshold is met. If, however, an affiliate wishes to be paid by bank wire when the amount owed is less than €5700 (or the equivalent in another currency) then that Affiliate must contact MiAffiliates by the fifth day of the following month in question. In doing so the Affiliate thereby agrees to pay any associated costs that arise as a result of receiving the bank wire.
7.13 Referral fees will be based upon MiAffiliates good faith calculation based on its own statistics. Affiliates will only be paid referral fees once they have a balance of €500 owing to them.
7.14 In the calculation of Commission where the Net Revenue is negative due to Customer winnings and/or Non-Cash Items and/or Cash Items and/or Progressive Contributions, said balance will be set to zero. A negative balance due to Fraud costs will be carried over.
7.15 In any given month, if a Customer generates a negative net revenue of at least $10,000 he/she will be deemed to be, for the purposes of this section, a 'High-Roller'.
7.16 If the aggregate Net Revenue for the Affiliate, in that month, for a Merchant Brand is negative $2,000 or greater, then the High-Roller policy as set out hereunder, will apply:
7.17 An Affiliate will earn Commission based on the following:
Please contact your affiliate manager to discuss this further.
7.18 In accordance with the CPA Payment Plan, an Affiliate will receive a one-off payment for every new Customer, more specifically: (a) when a Customer completes first registration, (b) deposits the minimum required amount and (c) meets the minimum wagering activity requirements, as previously agreed upon in writing with your Affiliate Manager.
7.19 Other than the once off payment specified above, no future payments will be owing or payable for CPA referrals rating to any one Customer so referred, and regardless of the number of Sites and/or number or type of games played by that Customer.
7.20 In the event of a Chargeback received against or issuance of credit to a Customer, that Customer will be discounted for the purpose of the CPA Plan;
7.21 Any previous payment made pursuant to the CPA Payment Plan for such Customer, will be deducted from future payments to the Affiliate and;
7.22 MiAffiliates does not pay for incentivised traffic in any form and we do not pay for schemes where a Customer is given or promised a percentage of the CPA as an incentive for becoming a Customer. Such incentivises extends to any roulette playing schemes or casino systems where Customers are advised, in any way, on how to play to beat the online wagering system.
7.23 MiAffiliates does not pay for CPA Customers sent via brand bidding as set out in Clause 4.44 above.
7.24 MiAffiliates does not pay for duplicate players i.e. a Customer who already exists within the MiAffiliates’, or its Merchant’s, database.
8.1 By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that:
(a) that you will not promote or market the Merchant Websites or Merchant Brands to Dutch residents and will not market/promote the Merchant Websites or Merchant Brands from any site operated via an Affiliate Domain which: (i) is in the Dutch language and/or; (ii) which displays banners or other links on any website utilizing a local Dutch url ( i.e. .nl); and/or (iii) which utilizes terms, images or logos, which are closely associated with The Netherlands (for example, but not limited to clogs, windmills etc.); and
(b) not to promote or market the Merchant Websites or Merchant Brands from any site operated via an Affiliate Domain, which also markets/advertises any third party operator brand, where such operator has been fined by the Kansspelautoriteit, or other official body, (the “Authorities”) for breach of its applicable provisions.
Without derogating from the generality of the terms of this Agreement including without limitation, Clause 18.2 below, you shall defend, indemnify, and hold MiAffiliates, the Merchants and each of our respective directors, officers, employees, and representatives (the "Indemnitees") harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with your breach of this Clause 8.1.6, without limitation any fine or other penalty imposed by any Authority. You further undertake and agree to fully assist MiAffiliates and/or any Merchant in providing any information to the Authorities, in defence of such fine or sanction, as MiAffiliates may request.
9.1 The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist MiAffiliates in the provision of services arising from the Affiliate's referrals.
9.2 The Affiliate shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than the Affiliate.
10.1 You agree to use your best efforts to market and promote the Merchant Websites in a manner consistent with good business ethics and in good faith towards MiAffiliates and the Merchants.
10.2 You acknowledge that your promotion of the Merchant Sites has the potential to inflict substantial damage to the relevant Merchants and the Merchants' reputation and goodwill, and that you shall at all times act in a manner that will not harm the reputation and goodwill of any Merchant and/or MiAffiliates.
10.3 MiAffiliates prohibits any Affiliate activity in connection with any content or material which contains: (a) the intellectual property of others for which the Affiliate is not properly licensed to use; (b) information that is unlawful, harmful, threatening, obscene, discriminatory, scandalous, fraudulent or offensive; (c) any information that may subject any Merchant or MiAffiliates to any cause of action, in law, equity or otherwise; or (d) any information which MiAffiliates, in its sole discretion, determines to be objectionable, harmful, in bad taste, or potentially damaging to the interests and goodwill of any Merchant or the Affiliate Program.
10.4 Your activities must not involve any marketing or promotional activity which may have the potential to deceive, confuse or mislead users, or which may infringe on any third party rights, including the rights of privacy, publicity, or Intellectual Property rights. You shall ensure that the Marketing Material is displayed only in connection with websites and materials which are lawful, proper, professional, and tasteful.
10.5 MiAffiliates reserves the right to demand the immediate takedown or modification of any materials that you distribute, or to demand the cessation of any or all marketing activity in connection with the Affiliate Program or any Merchant, at any time and in MiAffiliates' sole discretion. You agree that we are entitled to review your affiliate marketing activities from time to time and that we may approve/reject marketing methods and Affiliate Sites used by you in our sole discretion. You undertake and agree to provide prompt assistance and full cooperation in connection with any requests made by MiAffiliates in this regard.
10.6 If requested by MiAffiliates, you undertake and agree to provide MiAffiliates with all such information and documentation as we may reasonably require to verify your compliance with this Agreement, or which we may require for our regulatory or legal purposes.
10.7 You agree that you shall neither offer nor provide incentives (financial or otherwise) to any potential New Customer without the prior written approval of MiAffiliates, excluding the standard promotional programs which MiAffiliates may make available to you from time to time through the Affiliate Program.
10.8 The Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith (alternatively generated in bad faith), whether or not it actually causes damage to MiAffiliates, its Merchants, its licensor, or Affiliates.
10.9 In the event that MiAffiliates, in its discretion, acting reasonably, believes that an Affiliate is not acting in good faith (alternatively acting in bad faith), then MiAffiliates reserves the right to terminate this Agreement immediately and to withhold the Commissions payable to the Affiliate.
10.10 An Affiliate may not be a party (whether directly or indirectly) to any Fraudulent Activity, and any such Fraudulent Activity will be considered as an act contrary to the principles of good faith, allowing immediate termination and withholding of any Commission due to the Affiliate by MiAffiliates. Save that this will not preclude MiAffiliates from exercising any other rights that it may have against an Affiliate for Fraudulent Activity.
10.11 An Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination, or the like of Spam and any form of Spam, as detected by MiAffiliates, applying common tests in the industry to detect Spam, will result in the Affiliate’s account being placed under review and all funds due to the Affiliate being withheld pending an investigation. For the purpose of this section and as read with Clause any generation, processing, dissemination or the like of Spam, is considered an act contrary to the principles of good faith.
10.12 You will not send any marketing SMS, email, or other communications relating to a Merchant or the Affiliate Program without the prior written consent of MiAffiliates. In order for MiAffiliates to properly consider whether its consent shall be granted, you shall provide MiAffiliates with:
(a) A complete list of the intended recipients of any proposed marketing campaign, which list we shall review to verify that Marketing Material is not to be sent to any person who has a self-exclusion agreement in place with any Merchant;
(b) Written confirmation that all proposed email, SMS, or other communications comprising the proposed campaign shall include an option to opt-out of receiving further such communications; and
(c) Written confirmation that the proposed recipients of the campaign have respectively provided the necessary consents to receive communications of the type proposed (“opt-in”) and have not since opted out.
10.13 If MiAffiliates or any Merchant incurs any cost in connection with Spam sent by you or anyone on your behalf, these costs will be deducted from any Commissions due to you under this Agreement. Should any costs incurred by MiAffiliates or any Merchant not be covered by the funds in your Affiliate account we have the right to offset future Commission payments or pursue other alternative means for obtaining payment from you. Should your Affiliate account not be active, or otherwise not generating Commission payments, then MiAffiliates shall have the right to demand payment directly from you.
10.14 Should an Affiliate require more information regarding MiAffiliates' Spam policy or wish to report any incidences of Spam, please contact MiAffiliates at [email protected].
11.1 Your activities shall comply with all applicable laws and industry practices applicable to online marketing; online advertising; and the marketing of online gambling sites, including but not limited to:
(a) the UK CAP Code; and
(b) the IGRG Industry Code for Socially Responsible Advertising.
11.2 You undertake to observe all applicable directives, laws, and regulations applicable to the use of cookies or the use, processing, storage, and transfer of personal data, including but not limited to the EU Data Protection Directive 95/46/EC, EU Privacy and the Electronic Communications Directive 2002/58, or any implementing or related legislation of any member state in the European Economic Area.
11.3 Any electronic messages or other communications sent by you, or caused to be sent by you, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the EU Data Protection Directive 95/46/EC.
11.4 It is your obligation to familiarize yourself with and abide by the laws, regulations, and codes of practice applicable to the activities you conduct in relation to your participation in the Affiliate Program.
11.5 The Affiliate shall act in compliance, and remain fully updated, with all applicable laws and regulations including, without limitation, all applicable privacy, data protection, and anti-money laundering laws and regulations including, without limitation:
(a) the terms and conditions of any relevant gambling Licences issued by the applicable authorities to a Merchant or any of its subsidiaries and the laws and regulations associated therewith, such as the gambling Licences to which a Merchant or any of its Affiliates may be subject or bound from time-to-time; and
(b) all applicable anti-corruption, anti-money laundering, and bribery rules, laws, and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities, or bribes under (without limitation) the UK Anti-Bribery Act 2010 (“UK Bribery Act”) which precludes giving, offering, or agreeing to give anything of value to government officials or holders of and candidates for public office or political parties, their families, and agents, directly or indirectly, in connection with obtaining or maintaining contracts or orders or obtaining other benefits. The UK Anti-Bribery Act also requires complete and accurate record-keeping which records the Provider will maintain throughout the Term and for such period thereafter as the relevant rule, law, or regulation may prescribe.
11.6 The Affiliate shall disclose to MiAffiliates any information that may be required by any gambling authority, to satisfy the requirements imposed on MiAffiliates or any of its Merchants or Affiliates by any such gambling authority.
11.6.1 The Affiliate shall not:
(a) undertake any action which may have a detrimental impact on the ability of any Merchant or any of its Affiliates to be qualified for or to hold or maintain any License, permit, or approval granted, or to be granted, by any competent authority, OR
(b) Undertake any action which could reasonably be construed as bringing any merchant or its Affiliates into material disrepute or to create a material negative perception of the integrity of a Merchant or its Affiliates.
11.7 The Affiliate shall participate in any training which MiAffiliates provides and requests the Affiliate to participate in, including, and without limitation, annual responsible gambling awareness training and all VIP specific responsible gambling training, annual anti-money laundering awareness training, and anti-bribery and corruption training.
11.8 The Affiliate shall not knowingly benefit from known or suspected activity not performed in good faith (or alternatively, performed in bad faith), whether or not such activity actually causes damage to a Merchant or the Merchant Websites.
11.9 The Affiliate shall not be a party (whether directly or indirectly) to any illegal activity or fraudulent activity in connection with the Affiliate's activities hereunder.
11.10 The Affiliate shall inform MiAffiliates of all and any communications (whether written or verbal) with customers of the Merchant Websites within 2 (two) weeks of the occurrence thereof and to maintain complete records, during and for a period of two years after the termination of this Agreement regarding the Affiliate's activities hereunder, any marketing or promotional activity undertaken in furtherance thereof; and to maintain logs of hospitality and customer events to meet the requirements set out under the UK Bribery Act.
11.11 If you are joining the Affiliate Program in the capacity of an affiliate marketing network, you represent, warrant, and undertake that the terms and conditions of your marketing network are at least as restrictive as those set out herein, and that you shall be responsible for all activity undertaken by your affiliates. MiAffiliates reserves the right in its sole discretion to request written documentation of your compliance with this clause, and your failure to promptly provide such documentation upon request shall be deemed a material breach of these terms.
12. Money Laundering and Anti-Bribery
12.1 The Affiliate may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.
12.2 It is recorded that some jurisdictions in which MiAffiliates operates have strict laws on money laundering that may impose an obligation upon MiAffiliates to report The Affiliate to the federal or local authorities within such jurisdictions if MiAffiliates know, suspect or have reason to suspect that any transactions in which the Affiliate are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Program or MiAffiliates’ Merchants to facilitate criminal activity.
12.3 If MiAffiliates has any knowledge, belief or suspicion that any money laundering or illegal activity may have occurred, it may at its absolute discretion: (a) immediately suspend, deregister or terminate the Affiliates membership of the Affiliate Program; and/or; (b) decline to pay the Affiliate any further Commission and/or (c) report the Affiliate to the aforementioned federal or local authorities should MiAffiliates, in its absolute discretion, determine that it is obliged, by law, to do so.
12.4 MiAffiliates reserves the right to report the Affiliate to the aforementioned federal or local authorities should MiAffiliates, at its absolute discretion, determine that it is obliged, by law, to do so.
12.5 You undertake and agree that your participation in the Affiliate Program shall not, directly or indirectly, encourage, benefit from, or be party/privy to, any money laundering or related illegal activities. MiAffiliates strictly prohibits, and undertakes efforts to prevent, money-laundering activities and other activities that may facilitate money-laundering or the funding of terrorist or criminal activities in connection with the Program. You hereby agree to provide MiAffiliates, the Merchants or their designated agents with all requested assistance and documentation in connection with such efforts, including but not limited to:
(a) For individuals, copies of your current: passport, driving Licence, utility bill, bank statement, or other documents; or
(b) In the case of a corporation, copies of: the company’s certificate of incorporation, constitutional documentation, identity of the directors, officers and beneficial owners of the company. You agree that MiAffiliates may undertake independent identity verification procedures in its sole discretion which may include the procurement of information from public or private sources for identity verification and crime prevention purposes.
13. Confidential Information
13.1 Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning MiAffiliates, its Members, or the Affiliate, respectively, or any of MiAffiliates’ Affiliates provided by or on behalf of any of them shall be considered Confidential Information and will remain strictly confidential and secret, and shall not be utilized, directly or indirectly, by such party for its own business purposes, or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.
13.2 During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of MiAffiliates’ Merchants and/ or the Affiliate Program (including, for example, Commission earned by the Affiliate under the Affiliate Program). The Affiliate agrees to neither disclose nor allow unauthorized use of the Confidential Information by third persons or outside parties unless the Affiliate has MiAffiliates’ prior written consent and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliate’s obligations with respect to Confidential Information shall survive the termination of this Agreement.
13.3 Within 3 (three) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof.
14. Termination
14.1 This Agreement may be terminated by MiAffiliates, at its discretion, at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.
14.2 Notice of termination shall be given in Writing by either Party to the other. Agreement shall accordingly terminate with immediate effect.
14.3 On termination, for whatever reason, all rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to MiAffiliates and its Merchants or Merchants’ Websites, or Merchants’ Brands from its site and disable any links from its site to same.
14.4 Upon termination for reasons other than breach of this Agreement by the Affiliate, the Affiliate shall continue to be entitled for a period of one year to receive Commission on the terms and conditions as specified herein.
14.5 On termination, for whatever reason, MiAffiliates may withhold the Affiliates final six monthly payments for up to three months each to ensure that the correct amount has been calculated and paid.
14.6 If MiAffiliates continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
14.7 The Affiliate, MiAffiliates and MiAffiliates’ Merchants and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall 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 that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.
14.8 MiAffiliates may terminate this Agreement if it is determined at MiAffiliates’ sole discretion that the Affiliate’s site is an Unsuitable Site.
15. Ownership of Customer Data
15.1 You acknowledge and agree that all information relating to any referred customer is the exclusive and sole property of the Merchant with which such Customer is registered, and that you shall have no rights therein whatsoever, excluding any information that you gather independently, outside of your participation in the Affiliate Program.
15.2 You acknowledge and agree that any data collected by MiAffiliates from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for MiAffiliates or for one of the Merchants.
16. Sale of Business
16.1 MiAffiliates recognizes that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. MiAffiliates requires an Affiliate to recognize and respect that the personal qualities, probity and background of MiAffiliates’ affiliates is vital to MiAffiliates’ decision to accept a person as an Affiliate of the Affiliate Program.
16.2 If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/ her/ its Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of his/ her/ its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:
16.2.1 give MiAffiliates no less than 30 (thirty) days prior written notice of such intention, simultaneously provide such details as MiAffiliates may request (which shall include, but not be limited to, the selling Affiliate’s Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate Program, their Affiliate ID) and furnish MiAffiliates with an irrevocable consent and authority to pay the selling Affiliates Commission, after the sale is completed, to the purchaser;
16.2.2 make the deed of sale subject to the suspense condition that MiAffiliates approve such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to MiAffiliates’ approval (at MiAffiliates’ sole discretion) join the Affiliate Program.
16.3 In any event, MiAffiliates reserves the right, at its sole discretion, to reject an intended purchaser of the Affiliate’s business, as an affiliate of the Affiliate Program, and in this event may terminate this Agreement immediately.
17. Death of Affiliate
17.1 In the event of an Affiliate’s death, MiAffiliates shall require that the executor of the deceased Affiliate’s estate (or similarly charged person) furnishes MiAffiliates with certified copies of their authority to act on the deceased Affiliate’s estate’s behalf, the deceased Affiliate’s death certificate and proof of the deceased Affiliate’s beneficiaries’ identities.
17.2 The Affiliate hereby agrees that MiAffiliates shall be obliged to pay his/ her estate and/ or beneficiaries:
17.2.1 Only once MiAffiliates has received the information required in Clause 17.1 above; and
17.2.2 Any sums that may have accrued to the deceased Affiliate as Commission prior to his/ her death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after his/ her death. The Affiliate hereby waives (on his/ her behalf and on behalf of his/ her estate, heirs, beneficiaries, successors or assigns) any rights that he/ she (or they) may have to any further sums of money and/ or Commission under this Agreement.
18. Relationship of Parties
18.1 The Affiliate and MiAffiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on MiAffiliates’ behalf. The Affiliate shall not make any statement, whether on the Affiliate’s site or otherwise, that conflicts with this Clause.
18.2 The Affiliate will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.
18.3 The Affiliate shall not make any claims, representations, or warranties in connection with MiAffiliates or its Merchants and the Affiliate shall have no authority to, and shall not, bind MiAffiliates or its Merchants to any obligations outside of this Agreement, unless agreed to in writing by either MiAffiliates or its Merchants.
19. Disclaimer of Liability
19.1 The Affiliate shall defend, indemnify, and hold MiAffiliates and its Merchants and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:
19.1.1 Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;
19.1.2 The performance of the Affiliate’s duties and obligations under this Agreement;
19.1.3 The Affiliates negligence; or
19.1.4 Any injury caused directly or indirectly by the Affiliate’s negligent or intentional acts or omissions, or the unauthorized use of MiAffiliates’ banners and link, or this Affiliate Program.
19.2 Further, the Affiliate will indemnify and hold MiAffiliates harmless from all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of each and all of the Affiliate’s sites.
19.3 MiAffiliates makes no express or implied warranties or representations with respect to the Affiliate Program, MiAffiliates or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, MiAffiliates makes no representation that the operation of its site (including service and tracking) will be uninterrupted or error-free. MiAffiliates will not be liable for the consequences of any such interruptions or errors.
19.4 MiAffiliates will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if it has been advised of the possibility of such damages. Further, except in the event of:
(a) Bodily injury or death caused by MiAffiliatesn egligence, or
(b) Any liability which cannot be excluded as a matter of law, MiAffiliates’ aggregate liability arising with respect to this Agreement and the Program whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed the total Commission paid or payable by MiAffiliates to the Affiliate under this Agreement during the twelve month period prior to the incident giving rise to liability. MiAffiliates’ obligations under this Agreement do not constitute personal obligations of its directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
20. Miscellaneous
20.1 Affiliate shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by MiAffiliates as an Affiliate of the Affiliate Program in terms of this Agreement.
20.2 Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.
20.3 The Affiliate may not assign this Agreement, by operation of law or otherwise, without MiAffiliates’ prior written consent. Subject to that restriction, this Agreement will be binding on, ensure to the benefit of, and enforceable against the Affiliate and MiAffiliates and the Affiliate’s and MiAffiliates’ respective successors and assigns.
20.4 MiAffiliates’ failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of MiAffiliates’ right to subsequently enforce such provision or any other provision of this Agreement.
20.5 MiAffiliates’ rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Affiliate acknowledges, confirms, and agrees 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, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of MiAffiliates’ rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that MiAffiliates’ respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
20.6 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.
20.7 This Agreement will stay in effect for so long as MiAffiliates makes this service available, unless this Agreement is terminated prior thereto in terms of this Agreement.
20.8 MiAffiliates may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement or the Commission Schedule at any time and at MiAffiliates’ sole discretion, by posting a new agreement on its site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules.
20.9 Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately. The Affiliate’s use of the MiAffiliates website and/ or continued marketing of the Merchant’s websites after such a change to the MiAffiliates website will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should this Agreement be replaced in its/ their entirety.
20.10 It is the Affiliate’s duty to review this Agreement periodically to ensure familiarity with its most current version.
20.11 No purported modifications, amendments, alterations, additions, deletions or interlineations of this agreement or the commission schedule by the Affiliate are permitted or will be recognized by MiAffiliates unless with the written consent of MiAffiliates. No other terms relating to any other Affiliate Program will apply other than these terms.
20.12 The Parties agree that the Merchant and its Licensor shall be a third party to this Agreement in terms of the Contracts (Rights of Third Parties) Act 1999. The Affiliate acknowledges that it is aware that the Merchant and its Licensors are relying on the provisions of this Agreement and promises made by the Affiliate. Accordingly the Merchant and its Licensors may enforce the provisions of this Agreement as if it were a party hereto.
21. Definitions:
In these terms and conditions the following words and expressions shall have the following meanings:-
21.1 Affiliate shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by MiAffiliates as an Affiliate of the Affiliate Program in terms of this Agreement.
21.2 Affiliate Domain(s)’ shall mean any domain which is not a Prohibited Domain and which is lawfully owned by, or licensed to, the Affiliate.
21.3 Affiliate ID” means technical identification issued by MiAffiliates to an Affiliate which is unique to that Affiliate and allows MiAffiliates to accurately track the activity of Customers of an Affiliate.
21.4 Affiliate Marketing Material’ means any Affiliate marketing material which is created or licensed by the Affiliate (and is not the Marketing Material), and which is utilised by the Affiliate in terms, and subject to the conditions of, this Agreement.
21.5 Affiliate Program shall mean the affiliate program operated by MiAffiliates and forming the subject matter of this Agreement including the granting of a MiAffiliates Software Licence for the Term.
21.6 Agreement shall mean these terms and conditions, including the online application form, and all appendices and annexures incorporated therein by reference, including all future updates and additions thereto.
21.7 Casino Player means a person who has successfully signed up a new account via the casino registration.
21.8 Chargeback means where a Customer or the credit card issuing bank or any other third party payment solution provider affects a reversal of charges in relation to a credit card or third party purchase transaction and for the purposes of calculating Net Revenue is regarded as Fraud. Chargebacks are deduced in the month they are charged.
21.9 Commission means the commission as set out in the Clause 7 of the Agreement.
21.10 Confidential Information shall mean:
21.10.1 any information of whatever nature, which has been or may be obtained by the Affiliate from MiAffiliates and/or the Merchant and/or its Licensors, whether relating to MiAffiliates’ or a Merchant’s information, and whether in writing or in electronic form, or pursuant to discussions between MiAffiliates, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas;
21.10.2 Analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and MiAffiliates or the Affiliate and a Merchant resulting from this Agreement.
21.11 Customer shall mean a person or entity that the Affiliate directs in any manner, subject to the conditions contained in this Agreement, to a Merchant/Merchant’s Website and who/which can be linked to the Affiliate’s Affiliate ID and who/which successfully registers and opens an account with the Merchant.
21.12 Customer Account means the account of a Customer as registered with, and opened by, the Merchant.
21.13 “Exclusive” means that any Marketing Material provided by MiAffiliates will be used exclusively for the benefit of the Merchant and will not be used, in any way whatsoever, to further, or otherwise advance, the business of any other third party business/person/entity other than that of the Merchant(s).
21.14 Fraud/Fraudulent Activity shall mean a deception which in the sole opinion of MiAffiliates is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain and includes, but is not limited to, fraudulent credit card transactions and/or Chargebacks.
21.15 Gross Win shall mean the total revenue generated by the Merchant’s casino found at the Merchant’s Website as a result of a Customer’s Wagering.
21.16 Intellectual Property shall mean patents, rights to inventions, copyright and related rights, moral rights, Trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
21.17 Licence shall mean a non-transferable, non-sub licensable and non-exclusive right granted to the Affiliate by the Merchant to use the Intellectual Property of the Merchant, only as is strictly necessary to adequately and effectively direct Customers to the respective Merchant’s Website/s, in accordance with the terms and conditions of this Agreement.
21.18 Marketing Material shall include, but is not limited to, various forms of branded and creative material, including but not limited to, online banners, HTML and text mailers, promotional material and other online and offline Merchant and MiAffiliates’ marketing material, which MiAffiliates may provide from time to time to the Affiliate and which, where required has been licensed to MiAffiliates by the Merchants or their associated companies or contracting partners, and on the basis of a Licence (as defined), and which may be provided with guidelines as to use thereof and which as is strictly necessary to market and promote the Merchant’s Websites and Brands.
21.19 Merchant shall mean any operator of online gaming businesses for whom MiAffiliates provides Affiliate Program services and as further represented by the Merchant’s Websites and Merchant Brands.
21.22 Net Revenue shall mean the Gross Win, less Progressive Contributions (progressive games only), less bonuses awarded, less Non-Cash Items, less Fraud, less game provider fees, less any taxation, levy or similar mandatory payments (including gaming taxes and value added taxes) levied or charged on revenue, turnover, deposit or similarly driven by Customer activity or activity volume.
21.23 New Customer shall mean a Customer not previously registered as, or deemed in terms of this Agreement to be, a Customer.
21.24 Non-Cash Items mean the value of free credits or cash handed out to Customers or any other direct costs incurred to maintain the loyalty of a Customer (e.g. the cost of a gift to a Customer).
21.25 Notice shall mean a written document (which includes email transmissions).
21.26 Parties shall mean MiAffiliates, the Merchant and the Affiliate and Party shall be a reference to each or either.
21.27 Progressive Contributions shall mean a percentage of revenue generated on any progressive game that is paid over by the Merchant into a progressive pool.
21.28 Prohibited Domain Name shall mean any domain name whatsoever, which is, in the reasonable opinion of MiAffiliates or the Merchant, or by the application of reasonable assessment, identical, or confusingly similar to, MiAffiliates’, and/or the Merchant’s and/or the Merchant’s licensors trade and/or services marks and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever, whether for the purposes of its promotion of the Merchant’s Websites, or associated brands, or any other reason.
21.30 Second-tier Affiliate shall mean a person or entity that the Affiliate directs in any manner to MiAffiliates and who can be linked to the Affiliate’s Affiliate ID, which person or entity becomes an Affiliate of MiAffiliates.
21.31 Spam means any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose), which is intentionally transmitted to multiple commercial electronic mail messages and which is unsolicited e-mail, sent indiscriminately to one or more mailing lists, individuals, or newsgroups.
21.32 Sports Player means a person who has successfully signed up a new account via the sports registration.
21.33 MiAffiliates shall mean MiAffiliates Limited trading as MiAffiliates.
21.34 MiAffiliates Software shall mean the software which is owned and/or licensed to MiAffiliates and which allows the MiAffiliates Affiliate Program to operate, and including the Intellectual Property rights thereto and therein.
21.35 MiAffiliates Software Licence shall mean a non-transferable, non-sub licensable and non-exclusive right granted to the Affiliate by MiAffiliates to use the MiAffiliates Software for the strict purposes and terms and conditions of this Agreement, in accordance with the terms and conditions of this Agreement.
21.36 Term shall be the term of this Agreement, commencing on the activation of the Affiliate’s account (commencement date) and remaining in full force and effect until the Affiliate’s account is terminated for whatever reason in accordance with this Agreement (referred to as the Termination Date).
21.37 Trademarks for purposes of this Agreement shall be limited to mean the trademark applications and registrations re, including equivalent and/or similar applications and registrations in all other countries, the goodwill and/or reputation which attaches to all the aforementioned, as well as the goodwill and/or reputation in the getup, trade dress and/or trading style which relate to, or are, associated with the registered and/or unregistered trademarks.
21.38 Unsuitable Site means inter alia, but not limited to, any website, forum, social media platform or other communications medium, regardless of type that is aimed at children, intended to appeal to minors; promotes or glorifies violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities; violates or enables the violation of intellectual property rights, violates the rights of privacy of others; is obscene or contains explicit sexual content; contains or promotes any unlawful behaviour or content; contains or provides links to malicious or harmful software, key loggers, Trojans, viruses or malware; actively seeks to target residents of the Restricted Territories; or are otherwise considered by MiAffiliates, in its sole discretion, to bring MiAffiliates or its Merchants or the Merchant Brands into disrepute, or which may prejudice the interests of MiAffiliates or its Merchants in any way.
21.39 Wager means the provision of play on Merchant’s Websites in consideration for the Customer placing money, legal tender or any instrument representing such money or legal tender, such as, but not limited to, credit.
21.40 Written/Writing shall mean any instruction or correspondence in the written form and shall include e-mail.
21.41 You/Your refers to you, the natural or Juristic person who/which accesses the site found at WWW.MiAffiliates.com and who applies to become an Affiliate, which person or entity will be subject to the terms of this Agreement insofar as it relates to the proce