Affiliate
Agreement
Terms
and
Conditions
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions
between, AffiliateLions.me. and the individual or organization (the "Affiliate")
participating in AffiliateLions.me's Affiliate Program (the "Program")
Execution by you of this Agreement as set forth below constitutes your acceptance
of the terms and conditions of this Agreement, and will be a legally binding agreement
between both parties.
1. Enrollment in the Affiliate Program To begin the enrollment process, you
must submit a properly completed Program application via Our Site. We will evaluate
your application in good faith and will notify you of your acceptance or rejection
in a timely manner. We may reject your application if we determine, in our sole
discretion, that Your Site is unsuitable for the Program for any reason, including,
but not limited to, inclusion of content on your Web site that we deem is in any
way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially,
ethnically or otherwise objectionable, which by way of example only, contains (i)
sexually explicit, pornographic or obscene content (whether in text or graphics),
(ii) speech or images that are offensive, profane, hateful, threatening, harmful,
defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity,
creed, religion, gender, sexual orientation, physical disability or otherwise),
(iii) graphic violence, (iv) politically sensitive or controversial issues or (v)
any unlawful behavior or conduct.
In this regard, you understand that we reserve the right to conclude that Your Site
is unsuitable in accordance with our standards, and we may come to such a conclusion
even if it is based upon our opinion or mere suspicion or belief, without any duty
to prove that our opinion or suspicion is well-founded and even if our opinion or
suspicion is proven not to be well-founded or if others' sites have been accepted
despite having the same or similar characteristics as Your Site. You also understand
that if we accept your application, such acceptance shall not imply that Your Site
does not meet one or more of the criteria that would have permitted us to reject
your application. If we reject your application, you are welcome to reapply to the
Program at any time.
2. Promotion of Our Affiliate Relationship In the event of your acceptance
to the Affiliate Program, we will make available to you, banner advertisements,
button links, text links and other links as determined by AffiliateLions.me which
shall all link to program sites (collectively referred to hereinafter as a "Link"),
which you may display on your Web site, provided you abide by the terms and conditions
of this Agreement. In using the Links, you agree that you will cooperate fully with
us in order to establish and maintain such Links. All Affiliate Web sites shall
display the Links prominently throughout such sites. If during the term of this
Agreement you wish to place the Links on Web sites other than the Web sites which
you have previously reported to AffiliateLions.me and which AffiliateLions.me
have approved ("Alternative Sites"), you shall be obligated to request and receive
AffiliateLions.me 's permission for the placement of the Links on Alternative Sites.
You may not modify a Link, unless you have received prior written consent from AffiliateLions.me
to do so. We have the right, in our sole discretion, to monitor your Web site at
any time and from time to time to determine if you are in compliance with the terms
of this Agreement. In the event that we determine that your use of any Link is not
in compliance with the terms of this Agreement, we shall be entitled to take such
measures as to render inoperative the Links used by you. Further, the use of the
Links is the only method by which you may advertise our sites. You may not advertise
our sites in any other way including, without limitation, the use of spam e-mails.
In the event that you desire to offer certain incentives to potential Registered
Member s you are required to receive our prior written approval for such incentives
prior to your commencement of such activity and in the event that you do not receive
such approval and offer such incentives, you shall not be permitted to receive any
commissions generated on account of Registered Member s who have become such in
connection with the unapproved incentives.
3. Email Spam Policies As an affiliate of AffiliateLions.me, you agree to
comply with the requirements of the CAN-SPAM Act of 2003 (the .Act.) in its distribution
of email that contains messaging regarding AffiliateLions.me. More specifically,
email that meets this criteria:
- May only be sent to recipients who have expressly agreed directly with Affiliate,
in advance, to receive such communications from the Affiliate.
- Must clearly and conspicuously identify that the message is an advertisement or
solicitation, unless recipient has given prior affirmative consent to receipt of
the message. Affirmative consent means that the recipient expressly consented to
receive the message either in response to a clear and conspicuous request for such
consent or at the recipient's own initiative.
- Must clearly and conspicuously notify the recipient of the opportunity to decline
to receive further commercial email from the Affiliate.
- Must provide a valid physical postal address of Affiliate.
- Must provide a functioning return email address or other Internet-based mechanism,
clearly and conspicuously displayed, that a recipient may use to submit, in a manner
specified in the commercial email, a reply email or other Internet-based mechanism
a request not to receive future commercial email from Affiliate. The return address
or Internet-based mechanism must be capable of receiving such messages for at least
thirty (30) days after the transmission of the original message. Affiliate may not
send subsequent commercial emails more than ten (10) business days after the recipient's
request not to receive further emails has been received (unless there is a subsequent
affirmative consent by the recipient to receive such emails.) Once Affiliate receives
such a request, Affiliate may not sell, lease, exchange or otherwise transfer or
release the email address of the recipient.
- May not contain materially false or materially misleading header information, or
deceptive subject heading.
- May not contain sexually oriented material.
- In addition, before distribution of email that contains messaging regarding AffiliateLions.me
, Affiliate agrees (1) to send the email addresses of all intended recipients of
such email to AffiliateLions.me , or a third-party designated by AffiliateLions.me
, so that AffiliateLions.me may identify those individuals who have notified AffiliateLions.me
that they do not want to receive emails from or about AffiliateLions.me , and (2)
to suppress the email addresses of those individuals, as identified by AffiliateLions.me
Affiliates may not initiate or assist in the transmission of commercial email using
an email address: (1) that was collected through automated means, from a third party
web site in violation of that third party's posted privacy policy, or (2) that was
generated through automated means by combining names, letters or numbers into numerous
permutations. Affiliates may not conduct fraudulent activities related to electronic
mail, including but not limited to the material falsification of header or transmission
information, the unauthorized use of someone else's computer to send bulk commercial
email, and the registration of an email account that materially falsifies the identity
of the actual registrant.
Upon AffiliateLions.me's request, the Affiliate shall provide AffiliateLions.me
with documentation demonstrating that the recipients consented to receive the email
at issue.
In addition, in the event of a breach of this Email/Spam Agreement by the Affiliate
and/or a third party or licensee, in addition to all other remedies available to
it, AffiliateLions.me Affiliates shall have the right to refuse to make payments
to Affiliate and remove the affiliate from the program as a result of Affiliate's
efforts promoting AffiliateLions.me, which efforts cannot be verified by the Affiliate
as having complied with the terms and conditions of this Email/Spam Agreement.
Affiliate agrees to indemnify, defend and hold AffiliateLions.me harmless from
any cost, expense or liability arising out of any breach or alleged breach of your
obligations under this Email/Spam Agreement.
4. Our Responsibilities We will be responsible for providing all information
necessary to allow you to make appropriate Links from Your Site to our site. We
will track the number of Registered Members. A "Registered Member€ is defined as
a new user without a prior account with AffiliateLions.me 's programs (which includes
an account with any of the entities operated by AffiliateLions.me ) who accesses
our site through the Links placed on your Web site, opens a new user account and
makes the required minimum deposit in such account. Neither you nor your relatives
are eligible to become Registered Members and should you or they do so you will
not be eligible to receive the relevant commission. For this purpose, the term "relative"
shall mean any of the following: spouse, partner, parent, child or sibling.
5. Referral Fees a. Subject to clause (b) below, we will pay you referral
fees only on sign ups that have deposited funds to AffiliateLions.me. Your entitlement
to a referral fee will accrue only if the customer (I) accesses our sites through
the use of an authorized Link on Your Site; (II) before exiting our sites registers
and or deposits funds into the registered account(s) using our Registration and/or
deposit methods (III) wagers at least $25 in the sportsbook or casino.
b. If required minimum deposit is generated at any time within a period, you will
be paid at the end of that applicable period. Subject to Article 13 below, no payments
will be accrued and paid on any other following period.
AffiliateLions.me's measurements and calculations in relation to the number of
Registered Member s and the relevant Gross Revenue figures shall be the sole and
authoritative tool, such measurements and calculations shall not be open to review
or appeal. We shall make the number of Registered Member s and the relevant Gross
Revenue figures available to you through our Affiliate Program information site.
To permit accurate tracking, reporting, and fee accrual, you must ensure that the
Links between your site and our sites are properly formatted throughout the term
of this Agreement.
6. Commissions Depending on which payment scheme you qualify for, AffiliateLions.me
will pay you up to 35% net win scaled:
|
Net Win
|
Revenue Share %
|
|
$0 - $19,999
|
30%
|
|
$20,000 +
|
35%
|
For these purposes the term "net win" shall mean the sum total of all of a Registered
Member's volume, less the winnings of a Registered Member, less any credits issued
to a Registered Member, less any chargebacks (including amounts paid as a result
of credit card abuse or fraud, or paid to a Registered Member by AffiliateLions.me
to settle a claim involving the allegation of credit card or other abuse or fraud)
or any uncollectible revenue attributable to a Registered Member. We hereby retain
the right to convert the commissions to be paid to you hereunder from a per Registered
Member basis to the Gross Revenue share scheme, as we shall see fit.
All commissions shall be paid to affiliates once per month. Payment occurs on the
first Monday of each calendar month. It is understood that settlement will occur
on a monthly basis falling on the first Monday of every calendar month. AffiliateLions.me
shall be entitled to set-off from the amount of commission to be paid to you any
associated costs related to the transfer of such commission. In the event that the
commission to be paid to you in any calendar month is less than $150 (the "Minimum
Amount"), AffiliateLions.me shall not be obligated to make the payment until such
time as the commission is equal to or greater than the Minimum Amount. AffiliateLions.me
retains the right to review all commissions for possible fraud, where such fraud
may be on the part of the Registered Member or on your part, for example money laundering.
Any incidence of fraud on your part constitutes a breach of this Agreement, and
AffiliateLions.me retains full authority to terminate this Agreement immediately
in the event of such breach.
Further, in the event that AffiliateLions.me deems that fraud has occurred, either
on your part or on the part of a Registered Member, you shall not be entitled to
receive any commissions which have accrued to your benefit at such time whether
such commissions were generated through fraud or otherwise. You are urged to provide
accurate details in regard to the manner and information relating to your preferred
method of receiving commissions and AffiliateLions.me shall not be held liable
for your delayed receipt of commissions due to your provision of inaccurate details.
WARNING: If we suspect affiliates to be signing up internally numerous accounts
for the purpose of defrauding AffiliateLions.me, we shall not pay the relevant
bonuses and we will terminate the Affiliate Agreement immediately.
7. Reports of Sales You will use your pre-selected username and password
and have the ability to enter a password-protected web site to receive your sales
statistics on a daily basis.
8. Licenses and Use of the AffiliateLions.me Logos and Trademarks a. We
grant you a non-exclusive, non-transferable, revocable right (I) to access our sites
through the Links solely in accordance with the terms of this agreement and (ii)
solely in connection with such Links, to use our logos, trade names, trademarks
and similar identifying material relating to us (collectively, the "Licensed Materials"),
for the sole purpose of establishing a Link to our sites so users of Your Site can
subscribe to AffiliateLions.me or any of the entities operated by AffiliateLions.me
. You may not alter, modify or change the Licensed Materials in any way.
b. Other than establishing a Link from Your Site to our sites, you shall not make
any use of any Licensed Materials without first obtaining our prior written consent.
You shall not use the Licensed Materials in any manner that is disparaging or that
otherwise portrays us in a negative light. We reserve all of our rights in the Licensed
Materials and of our other proprietary rights. We, in our sole discretion, may revoke
cancel your affiliate agreement at any time, by giving you written notice.
9. Publicity You shall not create, publish, distribute, or permit any written
material that makes reference to us without first submitting such material to us
and receiving our prior written consent, which we agree shall not be unreasonably
withheld.
10. Obligations Regarding Your Web Site You will be solely responsible for
the technical operation of your Web site and the accuracy and appropriateness of
materials posted on your Web site. You agree that your Web site will not, in any
way, copy or resemble the look and feel of Our Site nor will you create the impression
that your Web site is Our Site or any part of Our Site. You also agree that your
Web site will not contain any content of Our Site or any materials which are proprietary
to AffiliateLions.me , except (i) with our prior permission, or (ii) materials
obtained by you via the Affiliate Program information site in accordance with the
provisions hereof or the policies or instructions therein. You will indemnify and
hold AffiliateLions.me harmless from all claims, damages, and expenses (including,
without limitation, attorney's fees and expert witness fees) relating to the development,
operation, maintenance, and contents of your Web site or any materials, products
or services linked to therein. You hereby acknowledge that your conduct as an Affiliate
shall reflect on AffiliateLions.me and has the potential to cause substantial damage
to AffiliateLions.me 's reputation and goodwill and that you shall at all times
consider the goodwill and reputation of AffiliateLions.me and AffiliateLions.me
's name.
You are solely responsible for ensuring that the content of Your Site and your products
and services that you offer from Your Site comply with all applicable copyright
and other laws. You must have express permission to use another party's copyrighted
or other proprietary material. We will not be responsible if you use another party's
copyrighted or other proprietary material on Your Site in violation of the law or
any agreement, and your indemnity, below; will protect us if you do so.
11. Term of this Agreement and Termination The term of this Agreement will
begin when you complete the sign-up procedure and create a unique link to our sites
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 will be
terminated immediately. TERMINATION IS AT WILL, WITH OR WITHOUT REASON, BY EITHER
PARTY. For purposes of notification of termination, delivery via e-mail is considered
a written and immediate form of notification.
11.1 Consequences Upon termination you must remove all of our banners/icons
from your site(s) and disable all links from your site(s) to ours. All rights and
licenses given to you in this Agreement shall immediately terminate. 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 our Marks.
12. Modification We may modify any of the terms and conditions contained
in this Agreement at any time and in our sole discretion. You will be notified by
email and a change notice will be posted on/at AffiliateLions.me. Modifications
may include, but are not limited to, changes in the scope of available referral
fees, referral fee schedules, payment procedures and 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.
13. Continued Promotion You shall incorporate and prominently and continually
display the most up to date links provided by us on all pages of your website in
a manner and location agreed by us and you shall not alter the form, location or
operation of the links without our prior written consent.
14. Relationship of Parties You and AffiliateLions.me and any of the entities
it represents are independent contractors, and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative or employment
relationship between the parties. You will have no authority to make or accept any
offers or representations on our behalf. You will not make any statement, whether
on Your Site or otherwise, that reasonably would contradict anything in this Article.
15. Representations and Warranties Except as otherwise stated in this Article
16, we make no express or implied warranties or representations with respect to
the Program or any AffiliateLions.me Services sold through the Program (including,
without limitation, warranties of fitness, merchantability or non-infringement,
or any implied warranties arising out of course of performance, dealing or trade
usage). In addition, we make no representation that the operation of Our Site will
be uninterrupted or error free, and we will not be liable for the consequences of
any interruptions or errors.
Each of us (the "Warrantor") hereby represents and warrant to the other party as
follows:
a. This Agreement has been duly and validly executed and delivered by the Warrantor
and constitutes its legal, valid, and binding obligation, enforceable against the
Warrantor in accordance with its terms.
b. The execution, delivery, and performance by the Warrantor of this Agreement and
the consummation of the transactions contemplated hereby will not, with or without
giving of notice, the lapse of time, or both, conflict with or violate (i) any provision
of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment
or decree applicable to or binding upon the Warrantor's assets, (iii) any provision
of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement
or other instrument applicable to or binding upon the Warrantor's assets.
c. No consent, approval, authorization of, exemption by or filing with any governmental
authority or any third party is required to be obtained or made by the Warrantor
in connection with the execution, delivery and performance of this Agreement or
the taking by the Warrantor of any other action contemplated hereby.
d. There is no pending or, to the best of the Warrantor's knowledge, threatened
claim, action, or proceeding against Warrantor with respect to the execution, delivery
or consummation of this Agreement, or with respect to the Warrantor's trademarks,
and, to the best of the Warrantor's knowledge, there is no basis for any such claim,
action, or proceeding.
You hereby represent and warrant to us that you are the sole and exclusive owner
of the Affiliate Trademarks and have the right and power to grant to us the license
to use your trademarks in the manner contemplated herein, and such grant does not
and will not (i) breach, conflict with or constitute a default under any agreement
or other instrument applicable to you or binding upon your assets or properties,
or (ii) infringe upon any trademark, trade name, service mark, copyright or other
proprietary right of any other person or entity.
16. Confidentiality During the term of this Agreement, you may be entrusted
with confidential information relating to our business, operations, or underlying
technology and/or the Affiliate Program (including, for example, Referral Commissions
earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized
use of any such confidential information to third persons or outside parties unless
you have our prior written consent and that you will use the confidential information
only for purposes necessary to further the purposes of this Agreement. Your obligations
with respect to confidential information shall survive the termination of this Agreement.
17. Limitation of Liability. We will not be liable for indirect, special
or consequential damages, or any loss of revenue, profits or data arising in connection
with this Agreement or the Affiliate Program, even if we have been advised of the
possibility of such damages. Further, our aggregate liability arising with respect
to this Agreement and the Affiliate Program will not exceed the total commissions
paid or payable to you under this Agreement.
18. Indemnification You hereby agree to indemnify and hold harmless AffiliateLions.me
, the entities it represents and affiliates, and their directors, officers, employees,
agents, shareholders, partners, members and other owners, against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, expenses
(including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter
referred to as "Losses") insofar as such Losses (or actions in respect thereof)
arise out of or are based on (i) any claim that our use of the Affiliate Trademarks
infringes on any trademark, trade name, service mark, copyright, license, intellectual
property, or other proprietary right of any third party, (ii) any misrepresentation
of a representation or warranty or breach of a covenant and agreement made by you
herein, (iii) the development, operation, maintenance and content of Your Site and
products and services offered from Your Site, or (iv) any claim related to Your
Site, including, without limitation, content therein not attributable to us.
19. Notification All notices to us in connection with this Agreement shall
be deemed given as of the day they are received either by messenger, delivery service
or by regular mail service, postage prepaid, certified or registered, return receipt
requested, and addressed as follows:
572-4005 Belen, Heredia, Costa Rica
All notices to you in connection with this Agreement shall be deemed given as of
the day they are dispatched either by messenger, delivery service or by regular
mail service, postage prepaid, certified or registered, return receipt requested.
20. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE
WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING
IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.
21. Construction If for any reason a court of competent jurisdiction finds
any provision of this Agreement, or portion thereof, to be unenforceable, that provision
of the Agreement will be enforced to the maximum extent permissible so as to affect
the intent of the parties, and the remainder of this Agreement will continue in
full force and effect. Our failure to enforce your strict performance of any provision
of this Agreement will not constitute a waiver of our right to subsequently enforce
such a provision or any other provision of this Agreement.
22. Governing Law This Agreement will be governed by the laws of the Country
of Costa Rica, without reference to rules governing choice of laws. Any action relating
to this Agreement must be brought in the federal or state courts located in Heredia,
Costa Rica, and you irrevocably consent to the personal and subject matter jurisdiction
of such courts. You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this Agreement will
be binding on, inure to the benefit of, and be enforceable against the parties and
their respective successors and assigns.
23. Entire Agreement This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior communications.