MyCasinoShare Affiliate Program
General terms and conditions
These terms and conditions constitute the agreement between MyCasinoShare ( “MCS” “us” “we” “our”) which is part of Traarbach Diensten BV, a company based and incorporated in The Netherlands (KVK: 14028125, Markt 28, 6211 CJ MAASTRICHT) that operates this website and the Affiliate Programs (which may also be referred to as partner programs) set out therein and the Affiliate (which may also be referred to as publisher or partner), being the person or entity that will provide the services as described below.
MCS and the Affiliate are also individually referred to as a “Party” and collectively as the “Parties”.
Article 1 – Object of this Agreement – Grant of limited license
1.1. MCS promotes certain brands of services in the realm of online money games (casinos).
MCS wishes to appoint the Affiliate for the performance of certain marketing services, and the Affiliate accepts under the terms and conditions set forth herein.
1.2. The Affiliate shall promote the websites, brands and applications that have been entrusted to MCS and that can be found under the URL http://www.mycasinoshare.com/partner-programs/ only through banners, links and other content to be provided by MCS through the ‘Promotions’ section of the Affiliate’s on line account.
The Affiliate will place these banners, links and other content on its own website(s) to provide links to the websites, brands and applications that have been entrusted to MCS, to either generate new, paying customers or players for the websites, brands and applications that have been entrusted to MCS (Customers) or to attract new affiliates that will themselves become Affiliates of MCS (Subaffiliates).
1.3. The use of these banners, links and other content is granted under a personal, non-exclusive license and is strictly limited to the proper performance of the Affiliate’s obligations under the present agreement and strictly for the duration thereof and can not be sublicensed, assigned or transferred. The provided banners, links and other content can not be altered in any way by the Affiliate.
Article 2 – Registration and acceptance of the present Terms and Conditions
2.1. The Affiliate will need to complete the on line registration process on the website www.mycasinoshare.com. Completion of this process will imply in itself the full acceptance of the present Agreement and all terms and conditions set forth therein.
2.2. The Affiliate warrants that the provided information is complete and true and will promptly update the information whenever it should change.
2.3. The Affiliate warrants that:
It is of the legal age in the applicable jurisdiction to agree to and enter into this Agreement.
It is the proprietor of all rights, licenses and permits to market, promote and advertise in accordance with the provision of this Agreement.
It shall comply with all applicable rules, laws and regulations in connection with the performance of this Agreement and has not violated any local law, regulation, rule or treaty, in particular local gaming laws and regulations, nor is involved in tortuous conduct such as posting defamatory, libelous, scandalous, or private information about a person(s) or company without their consent; intentionally inflicting emotional distress or otherwise, nor in the violation of the trademark, copyright, or other intellectual property rights of a third party.
It fully understands and accepts the terms and conditions of this Agreement.
MCS has the right to terminate the Agreement at any time and by simple notification via e-mail if any of the above warranties is not met or not met anymore.
2.4. Any Affiliate application will be immediately denied and the Affiliation may be terminated at MCS’s sole discretion by simple notification via e-mail if any of the following is found on any of his/her website(s):
– Sexually graphic, pornographic or obscene material.
– Content of a graphic violent nature.
– Content aimed towards minors.
– Any content of an overtly political or controversial intention.
– Prejudicial, hateful, threatening, inciteful or discriminatory-natured content ( whether that be concerning race, religion, sexual orientation, gender or ethnicity).
– The promotion or use of any form of SPAM or unsolicited commercial email.
Article 3 – Non-solicitation
3.1. Neither Party shall, for the duration of this Agreement and for 1 year thereafter, whether on behalf of itself or on behalf of any third party, solicit any employees of the other Party involved with the negotiation of this Agreement or that Party’s performance hereunder, without the express written consent of the Party that employs the employee, and that such consent is to be at the employing Party’s sole and absolute discretion. If any such employee should cease to be an employee of either Party, the other Party may solicit such employee beginning 1 year after the cessation of such employment.
3.2. Notwithstanding anything to the contrary herein, neither Party shall be deemed to have breached or violated this section (i) solely as a result of generic employment advertising by that Party (including any “open position” or similar listings in that Party’s Web site or other general advertising), or (ii) if any employee of the other Party approaches and obtains employment with the other Party after the date of this Agreement solely as a result of any advertising or recruitment effort contemplated in (i) above.
Article 4 – Consideration
4.1. General – For every person or entity that becomes a paying Costumer of any of the websites, brands and applications that have been entrusted to MCS, by following banners, links or other content provided by MCS that the Affiliate has placed on its website(s), the Affiliate will receive an Affiliate fee, as set out below and as stipulated on the URL http://www.mycasinoshare.com/partner-programs/.
The Affiliate fee can vary between a Revenue Share, a Cost Per Acquisition or combination of both (Hybrid) and will be determined by the Program that the Affiliate will join, following the specific calculation methods set out in a specific Program to be found on http://www.mycasinoshare.com/partner-programs/ , which may be subject to change. If the conditions and parameters of any Program would be unclear and/or need interpretation, they will always be applied in the way most favourable to MCS.
For every person or entity that becomes an Affiliate (Subaffiliate) under any of the Affiliate Programs offered by MCS, through the efforts of the Affiliate, the Affiliate will receive a Subaffiliation fee, as set out below.
A revenue share is always calculated as a percentage of the Net Game Revenue (NGR), which is constituted of: all bets minus all wins minus gaming taxes minus accrued expenses. The accrued expenses (Expenses helpdesk, Technical expenses, Admin fee, Expenses for PR management and the control organism) are calculated as 19% of all bets.
Negative balances are not carried over to subsequent months.
There are three methods by which the Affiliate Fee may be calculated and MCS shall determine which payment calculation method to allocate to the Affiliate, which may be subject to change.
4.2. Tracking – Any Costumer or Subaffiliate will be tracked through a unique tracking id, that links the Costumer or Subaffiliate to the Affilliate. MCS retains the right to refuse or exclude any Costumer or Subaffiliate at its sole discretion without the need to provide a motivation to the Affiliate. MCS will provide the Affiliate with statistics that will allow the Affiliate to monitor the revenue generated by the Customer or Subaffiliates. If there would be a discrepancy between MCS’s data and the Affiliates data, MCS’s data will always take precedence.
4.3. Revenue Share – The Affiliate fee shall constitute of a monthly commission according to the percentage of NGR as per the published commission schedule, or a different mutually agreed schedule
4.4. Cost Per Acquisition (CPA) – The Affiliate fee shall amount to a fixed sum as per the published commission schedule, or a different mutually agreed schedule. The Affiliate Fee shall be payable when a Customer introduced to MCS by the Affiliate deposits a sum which is at least equivalent to the minimum deposit allowable by MCS, or alternatively according to the baseline deal, which sum must equal or exceed an amount stipulated by MCS in the relevant Program.
4.5. Hybrid – The Affiliate fee shall be a combination of the Cost Per Acquisition method and the Percentage of Net Revenue method, as may be determined by MCS and mutually agreed with the Affiliate.
4.6. Subaffiliation fee – the Affiliate shall be paid a monthly commission according to a percentage of NGR generated by the Subaffiliates referred to MCS by the Affiliate.
4.7. Revenue Commission Booster – MCS may implement a temporary revenue commission booster (RCB), constituting and additional Revenue Share to be added to the agreed Affiliation fee under the specific conditions set out in the relevant Program. For the purposes of this Agreement, the RCB will be assimilated to the Affiliate fee, but they will not make an indivisible whole.
Article 5 – Taxes
The Parties hereto shall each bear their own respective taxes, if any, incurred in connection with this Agreement.
Article 6 – Illicit conduct and indemnification
6.1. The Affiliate will indemnify and hold harmless MCS for all claims arising out of any breach of this Agreement or any illicit, fraudulent or tortuous activities or conduct by the Affiliate or its own affiliates in the broadest sense.
6.2. If MCS determines that the Affiliate has engaged in any illicit, fraudulent or tortuous activities or conduct, MCS may (without limiting any other rights or remedies available to MCS) withhold any Affiliate fees and/or terminate this Agreement immediately.
6.3. The Affiliate will not induce existing Customers to re-sign with a different username. MCS considers the re-signing of existing players as fraud traffic and reserves the right to withhold Affiliate fees relating to such traffic.
6.4. If a Costumer or Subaffiliate of the Affiliate proceeds with any illicit, fraudulent or tortuous activities or conduct, MCS has the right to retain all amounts due to the Affiliate under this Agreement if MCS has reasonable cause to believe that the Affiliate had knowledge of this conduct or these activities or to withhold the relevant Affiliate fees with respect to the relevant Customer or Subaffiliates, even without such knowledge by the Affiliate. The relevant Customer or Subaffiliates will in any case be excluded as a basis for calculation of Affiliate fees or Subaffiliation fees.
6.5. MCS shall not be liable to the Affiliate in respect of any loss of profits, goodwill, data or any type of special indirect or consequential loss (including loss or damage suffered by the Affiliate as a result of an action brought by a third party) arising out of this Agreement or the performance thereof even if such loss was reasonably foreseeable or MCS had been advised of the possibility of the Affiliate incurring the same.
6.6. Without prejudice to the immediately preceding clause, in the event that MCS is found liable in any way, by a court of law and/or a similar authority, with legal competence and/or jurisdiction over MCS, then MCS’s liability in damages shall be limited to the amount, if any, payable to the Affiliate in the last three months by way of net Affiliate Fees under this Agreement.
Article 7 – Force majeure
7.1. Force majeure shall mean any unforeseen event which is beyond the reasonable control of the Parties or any foreseeable occurrence the consequences of which may not reasonably be avoided that arises after the date of signature of this Agreement and which prevents performance of this Agreement, in whole or in part, by either party.
7.2. If an event of force majeure occurs, performance of the Parties’ obligations under this Agreement shall be suspended for the duration of the delay caused by the event of force majeure and the period of performance shall be automatically extended, without any penalty, for an equal period.
7.3. The party claiming force majeure shall promptly inform the other party to this effect in writing, explaining its reasons for doing so.
7.4. If an event of force majeure occurs, the Parties shall immediately consult with one another with a view to finding an equitable solution and shall use all reasonable efforts to minimise the consequences of the occurrence. If the conditions of force majeure prevail for more than 2 months and the Parties have been unable to reach an equitable solution, the other party shall have the right, pursuant to article 10.1. (ii), to terminate this Agreement.
Article 8 – Relationship between the Parties
The Parties are independent entities. None of the provisions of this Agreement can be interpreted as indicating the intent of the Parties to form a company, association or joint venture.
Neither party is authorised to represent the other party in any way.
Article 9 – Duration
The duration of this Agreement shall be undetermined.
Article 10 – Termination
10.1. Notwithstanding articles 2.3, 2.4, 6.2 and 9 of this Agreement, MCS shall have, for the duration of this Agreement, the right to terminate it forthwith by sending a written notice of termination by e-mail to the Licensee specifying the reasons for the termination, if any of the following events occur: (i) the Affiliate materially breaches any of its obligations under this Agreement and, notwithstanding a written request from MCS to refrain from such a breach in the future and, if possible, to prevent such a breach or breaches from occurring in the future and to rectify the situation, fails to comply with such a request; (ii) an event of force majeure prevails for a period in excess of 2 months and the Parties have been unable to find an equitable solution pursuant to article 7 of this Agreement; or (iii) the Affiliate becomes insolvent or enters liquidation, a petition in bankruptcy is filed for it or a receiver is appointed in respect of the Affiliate.
In any case, parties have the right to terminate this Agreement upon one month prior notice by sending a written notice of termination by e-mail.
10.2. Upon the termination of this Agreement pursuant to this article, any amounts accrued, due and payable hereunder shall be paid forthwith by the Affiliate to MCS. The Affiliate will be entitled only to those unpaid Affiliate fees and Subaffiliation fees, if any, earned by the Affiliate on or prior to the date of termination under the conditions set out above.
10.3. On no account shall any amounts be withheld by the Affiliate due to any dispute arising out of or in relation to this Agreement or to set-off any claim for damages made by the Affiliate.
10.4. In the event of termination of this Agreement for any reason, the Affiliate shall at once remove all banners, links and other content provided by MCS from the Affiliate’s website(s).
Article 11 – Miscellaneous Provisions
11.1. This Agreement, together with its Annexes, contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in force between the Parties.
11.2. Any amendments to this Agreement, as well as any additions or deletions, must be agreed in writing by both the Parties. MCS, however, has the right to alter the Agreement unilaterally without prior written consent of the Affiliate, in which case the Affiliate will have the right to terminate the agreement without notice within 2 weeks after the changes to the Agreement have been notified to the Affiliate. This notification of changes can be done via e-mail, via a notification through the Affiliate’s on line account, or by publishing the changed Agreement to MCS’s website, in which case the Affiliate will be supposed to have knowledge of the changes upon the date of publication. If the Affiliate does not proceed with termination, the changes will be binding.
11.3. Whenever possible, the provisions of this Agreement shall be interpreted in such a manner as to be valid and enforceable under the applicable law. However, if one or more provisions of this Agreement are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this Agreement shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).
11.4. Any failure or delay by a Party in exercising any right under this Agreement, any single or partial exercise of any right under this Agreement or any partial reaction or absence of reaction by a Party in the event of a violation by the other Party of one or more provisions of this Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that Party’s rights under this Agreement or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by a Party, this waiver cannot be invoked by the other Party in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.
11.5. All notices and other forms of communication required under this Agreement must be in writing and delivered or sent to the receiving Party by e-mail.
11.6. Either Party may change the address to which notices are to be delivered or sent by giving the other Party written notice to this effect in the manner set forth herein.
Article 12 – Applicable law and Jurisdiction
12.1. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of this Agreement shall be governed by and construed in accordance with Dutch law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Dutch, foreign or international), that would cause the laws of any other jurisdiction to be applicable. The Dutch commercial rules of evidence are made applicable.
12.2. All disputes concerning the validity, interpretation, enforcement, performance and termination of this Agreement shall be submitted to the exclusive jurisdiction of the Dutch courts and their respective Dutch divisions.