Before you can proceed with registration, please accept the terms and conditions below.
Please Read and Print for Future Reference. If you wish to participate in our Affiliate programme, indicate your agreement to these Terms and Conditions on the registration form.
By submitting the registration form you are agreeing that you have read and understand the terms and conditions of this agreement (the “Terms”) and that you agree to be legally responsible and bound each and every term and condition set out in these Terms.
These Terms, the Affiliate Registration Form completed by you and other policies or additional provisions which we have provided to you by email or via our website www.spintastic.com constitute the conditions that apply for your partnership with Spintastic in their entirety. In the event that other additional provisions contravene these Terms, these Terms shall apply, unless these additional provisions are an express amendment of these Terms.
For purposes of clarity, the terms “we” and “us” and “Spintastic” refer to Hooli Limited (C 79096) located at 111/2, St. Lucia Street, Valletta, Malta, and “you”, “Affiliate” and “Member” refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The agreement provides you with the non-exclusive right to direct new customers from your site or sites (“Your Site”) to the www.spintastic.com website, in return for the payment of commissions on acceptance of your application by us.
1.1. To enrol please read and accept this Agreement and then submit a complete SPINTASTIC Affiliates Member Account application to us via our Web site. We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
1.2. By submitting your application you warrant that:
a) the information provided in the Affiliates Member Account application is accurate, up-to-date and that you will immediately inform us should any of the information provided change during the term of this agreement;
b) that you are duly authorised to enter into this agreement if the application is being submitted on behalf of a Company;
c) that you are at least 18 years old and that you have the legal capacity to enter into binding a binding agreement;
d) that you have not previously registered, directly or indirectly, as an Affiliate;
1.3. You agree that we shall have the right to terminate your participation in the Programme at any point in time should it result that the information provided to us was incorrect, or that such information is no longer true and accurate.
2. MEMBER AGREEMENT
2.1. During the term of this arrangement (which shall commence on the day on which your registration for the Affiliate Programme is accepted, and shall remain in force until the day on which you or SPINTASTIC informs the respective other party in writing that the Agreement will be terminated), you shall display a banner or banners provided by SPINTASTIC on your site (the “Member site”) as a hyperlink to direct Visitors from the Member Site to the Merchant’s Sites, using distinct URLs supplied by SPINTASTIC exclusively for linking (the “Supplied Banners”).
2.2. SPINTASTIC’s banners shall be displayed at least as prominently as any other sales link on the Member site, and if the Member displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Member site, the Member shall, subject to SPINTASTIC’s prior written approval of the content thereof, include similar descriptive information regarding the SPINTASTIC’s Site(s).
2.3. The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Member shall be entitled to display the banners of, and provide links to, sites of other companies through the Member site, and SPINTASTIC shall be entitled to make the SPINTASTIC’s banners available through online and other services than the Member site.
3. DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL
3.1. As a Member, you will have access through SPINTASTIC’s site to a variety of graphic and textual links (each of these links sometimes being referred to herein as “Links” or, individual, as a “Link”.)
3.2. SPINTASTIC hereby grants to the Member the revocable, non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly): SPINTASTIC’s banners, name, site name, and other related textual and graphic material which are made available by SPINTASTIC to you for the express purpose of inclusion on the Member’s site from time to time (collectively, “SPINTASTIC’s Material”) and for the specific purposes authorized by these terms and conditions. SPINTASTIC authorizes you to advertise and promote their respective promotional material. The copywriting of promotions may not be modified nor misrepresented. SPINTASTIC also authorizes you to refer, in your advertising and promotions, to the fact that the SPINTASTIC’s sites are accessible through the Your Site, provided that any such statement:
(a) does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of SPINTASTIC other than SPINTASTIC’s Site(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of SPINTASTIC’s mark);
(b) does not include any misleading claims and promises in relation with the gaming site (www.spintastic.com), its games, features and promotional offers;
(c) does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the SPINTASTIC sponsors, authorizes, and/or is the source or origin of the Member site; and
(d) does not disparage SPINTASTIC, its products, services, or members. All use of SPINTASTIC’s Materials hereunder shall inure to the benefit of SPINTASTIC and shall not create any rights, title or interest in them for the Member.
3.3. No other use of SPINTASTIC’s names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Member for any purpose without the prior written approval of SPINTASTIC.
3.4. SPINTASTIC owns, and shall continue to own exclusively, all right title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to SPINTASTIC’s Materials and all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in this Agreement.
3.5. With respect to Members offering their services in the territory of the Netherlands, Spintastic shall:
a. provide marketing material (banners, landing pages and any other form of marketing promotions) solely in the English language and will not offer such material in Dutch language; and;
b. at all times endeavour to comply with the Prioritisation Criteria as stated by the Dutch Regulator, the KSA. For clarity’s sake said Prioritisation Criteria currently are:
1. No use of a .NL protocol including any redirection from websites with a .nl extension;
2. No use of Dutch Language;
3. No advertising via Radio, TV and Printed Media;
4. No use of payment methods used solely or primarily by Dutch residents;
5. No use of domain names containing typical Dutch concepts in combination with gaming descriptions;
The above list is merely indicative and is subject to change, and the Member shall be solely responsible to ascertain that his actions are in accordance with the terms of this Agreement and compliant with any guidance provided by the KSA, from time to time.
4. MAINTAINING THE LINKS
4.1. You agree to fully cooperate with us in order to establish and maintain the Links between Your Site and SPINTASTIC’s Site(s). The maintenance and updating of Your Site will be your responsibility. The graphics and/or text associated with the Links to SPINTASTIC’s Sites will be updated periodically and it will be necessary for you to update the content of Your Site accordingly on a regular basis. Please be aware that we have the right to monitor Your Site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to Your Site that we feel should be made.
5. COMMUNICATION TO MEMBERS
5.1. By signing up to our Affiliate Program you agree to receive a variety of material from SPINTASTIC.
5.2. If you choose to opt out of our communications SPINTASTIC will not be responsible for any damages that may occur from members opting out of communications.
6. SPAM – WE DO NOT CONDONE SPAM
6.1. Any form of spam will result in your account being closed and all funds due being withheld. You need to be aware that SPINTASTIC is liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from your account should SPINTASTIC seek recourse. In this instance the amount determined by SPINTASTIC will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by you as fair and reasonable and as agreed to by registration as an affiliate of SPINTASTIC. Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts.
6.2. For the avoidance of doubt, sending any emails or SMS Communications to individuals without our prior consent is expressly prohibited.
7. RESTRICTED TERRITORIES
7.1. You agree that you will not target potential customers in the Restricted Territories.
7.2. “Restricted Territories” are all territories excluding Germany Sweden & Netherlands. (“Permitted Territories”)
7.3. You understand we may change the Restricted Territories and in the event that a Permitted Territory is added to the Restricted Territories, you shall no longer be entitled to receive Commissions applicable to all customers from such Territories.
8. GOOD FAITH
8.1. You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes SPINTASTIC harm. Should any fraudulent activity, knowingly or otherwise, arise from a person directed to SPINTASTIC’s site(s) via your link; we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.
9.1. Spintastic shall register Customers and track their transactions (bets, plays, etc.) making available to you a report summarizing their activities on a monthly basis, to the extent that these activities cannot be ascertained and viewed through an online account.
9.2. It is your responsibility to ensure that unique the tracking link provided by us is used in the correct syntax and we will not be able to track players referred by you if the links you use are incorrect. We will not pay Commission on any players which are not tracked due to modified tracking codes or links.
10.1. You shall be entitled to a performance-based commission for your implementation of the advertising materials which shall be established on the basis of the Net Revenue generated from your referred New Customers on SPINTASTIC’s sites.
Net Revenues shall mean the Player’s income (money/bets wagered), minus Player winnings, free credits, Player chargebacks, progressive jackpot fees, bonuses, applicable administrative and/or processing fees, and any applicable taxes or levies (including VAT).
New Customers shall mean a first time customer of SPINTASTIC accepted as a player during the appropriate registration process or identity verification procedure via a tracking URL having made a first deposit amounting to at least the applicable minimum deposit at our websites betting account in accordance with the applicable terms and conditions of our websites’, but excluding you, you employees, relatives and/or friends.
10.2. We shall refuse any potential New Customer, close a customer’s account, or to take other action which we may in deem necessary in order to preserve the reputation the SPINTASTIC sites and you will be not be entitled to earn Commissions in respect of those customer accounts.
10.3. The entitlement to receive ongoing commissions shall remain valid through the term of this agreement. Any further claims for commission shall expire on termination of this Agreement.
10.4. If no special offer is made available to you by us, Net Revenues and shall be calculated based on the following:
Net Revenue Per Month Commission
€0 – €10 000 30%
€10 001 – €30 000 35%
€40,000 – Unlimited 40%
10.5. You understand that we reserve the right to change the commission schedule and method of calculation of commission at any time.
10.6. In Germany, bets made by customers who are temporarily or ordinarily resident in the Federal Republic of Germany are subject to taxation at a fixed rate of 5% of the total stake by the German tax authorities. So-called betting duties are also levied in other countries in which Spintastic holds licenses. You, as an Affiliate, are subject like SPINTASTIC to the tax rates.
11.1. All payments due to you are based on our own statistics, records and calculations. All decisions made by us regarding the tracking, calculation or payment of your Commissions or other payments shall be made by us in our sole discretion.
11.2. The commission shall be calculated at the end of the month and credited in Euro (€) to the payment method stated on your Registration Form by the end of the following month, provided that a minimum sum of EUR 100.00 has been achieved. If this minimum commission is not achieved in a month, the claim for commission shall be carried over from month to month until the minimum commission is achieved.
11.3. If the payment method selected by you is a wire transfer, transfers will only be effected once the referral commission is in excess of €500.
11.4. The Commission shall be deemed to be exclusive of VAT or any other applicable tax.
11.5. You shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the commission generated under this Agreement. We shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by You.
12. NEGATIVE CARRYOVER
12.1. You understand that should the Net Revenue from your referred customers be negative at the end of any given month, the negative balance will NOT be carried over from month to month.
13. CONFIDENTIAL INFORMATION
13.1. As used herein, “Confidential Information” shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:
(a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or
(b) may receive hereunder from the other.
Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:
(i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;
(ii) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and
(iii) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.
13.2. The foregoing restrictions shall not apply to information that:
(a) is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;
(b) the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;
(c) is received from a third party without restriction and without breach of this Agreement;
(d) was independently developed by the recipient as evidenced by its records; and
(e) the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section 4 shall survive the termination of this Agreement.
14.1. SPINTASTIC makes no express or implied warranties or representations (regardless of whether this is based on legal provisions or other foundations), in relation to the partner programme, the sites of SPINTASTIC or content, products or services which are available via the sites or associated with them, or in relation to the freedom from defects and uninterrupted continuity of the sites, websites, the system, the network, the software or the hardware of SPINTASTIC (including those supplied by third-party providers), or in relation to the quality, suitability for a specific purpose or suitability for the above (partly or completely). Unless otherwise stipulated in these General Terms and Conditions, all guarantees, responsibilities and implied conditions are hereby precluded to the maximum extent allowed by law.
14.2. Liability for intent and gross negligence is restricted to the legal representatives of SPINTASTIC and their agents.
14.3. SPINTASTIC’s obligations in accordance with this Agreement do not give rise to any personal obligations whatsoever which are not part of these General Terms and Conditions on the part of employees, managers, managing directors, owners, providers of sites and services or representatives. Unless otherwise stipulated in these General Terms and Conditions, SPINTASTIC is not liable for direct, indirect, special, accidental or consequential damage, compensation for damage, injuries or damage of any kind (regardless of whether SPINTASTIC has previously indicated the possibility of damage), including the loss of business, data or turnover. The liability arising from this Agreement in the event of breach of contract, unauthorized action (including negligence), a breach of legal provisions or other grounds shall be limited to direct damage, and shall not exceed the amount of revenue which you have attained, and which is payable to you, via the site(s) to which the dispute relates in the last six (6) months to the date of the event giving rise to the liability. No regulation of these General Terms and Conditions frees the contracting parties from their liability or limits this in the event of death or personal injury which is caused by the negligence of the appropriate party or by fraud. If the Agreement is terminated before six months have elapsed, the commission paid so far shall be decisive for the calculation of the damage.
14.4. You shall defend, indemnify, and hold us and our 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 your performance of your duties and obligations under these Terms, or any breach by you of these Terms or any warranty, representation, or agreement contained in these Terms.
14.5. In the event we are subject to any third party claim or investigation as a result of the activities of in connection with these Terms, we reserve the right to withhold any Commission, fee or other amount due, as an offset against any cost or liability which may attach as a result of such claim or investigation, in addition to any other remedy available to us.
15. DATA PROTECTION
15.1. You agree that your activities shall at all times all applicable legislation and/or regulations relating to the use of ‘cookies’ and the storage of personal data including the Data Protection Act 2001 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and will comply with all necessary notification procedures of the use ‘cookies’ to all visitors of your website/s.
15.2. All data collected from customers referred by you necessary for registration shall remain the sole and exclusive property of Spintastic and you acknowledge and accept that you have no rights over such data.
16.1. By registering for the Affiliate Programme you represent, warrant and undertake that:
a) your activities shall fully comply with these Terms and all applicable laws;
b) you shall not solicit any potential customers by way of any offers except for the current offers made available through the Programme;
c) you have the ability, experience, expertise and resources to perform all of your obligations hereunder in accordance with these Terms;
d) you understand and agree that the marketing activity undertaken by you in connection with the Programme, and your conduct as an Affiliate has the potential to inflict substantial damage to SPINTASTIC’s reputation and goodwill, and as a result you shall at all times consider and act in the best interests of SPINTASTIC;
e) you shall not undertake any activities in violation of our intellectual property rights, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the SPINTASTIC Marks, copying the “look and feel” of our sites or software, using any SPINTASTIC Marks, branding or logos except as expressly permitted by these Terms, or modifying any Marketing Materials we make available on the Programme Portal;
f) you have evaluated the applicable laws relating to your activities and obligations hereunder and you have independently concluded that you can participate in this Programme and fulfil your obligations hereunder without violating any applicable rule of law; and
g) you will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage. This includes but is not limited to you registering customer accounts or playing under your own Affiliate tracking links and or any other Fraudulent Activity.
h) your site does not, and the reproduction, distribution, transmission, public performance and public display of the Member Materials as permitted herein, do not:
a. invade the right of privacy or publicity of any third person,
b. contain any libelous, obscene, indecent or otherwise unlawful material, or
c. infringe any patent, copyright or trademark right in any jurisdiction; and
i) you have not received no notice of such invasion, violation or infringement of rights.
17. TERM AND TERMINATION
17.1. The term of this Agreement will begin on the day on which your registration for the Affiliate Programme is accepted and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. Upon termination:
• you must remove SPINTASTIC’s banner/s from your site and disable any links from your site to theirs and ours.
• All rights and licenses given to you in this Agreement shall immediately terminate.
• You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.
• If you have failed to fulfill your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
• We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
• If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
• You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of our SPINTASTICs.
• You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations, which by their nature are designed to survive termination, as, set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement, which occurred prior to termination.
Provided that upon termination for reasons other than breach of these Terms you shall continue to be entitled for a period of six months to receive Commissions on the terms and conditions as specified herein.
18. WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.
18.1. SPINTASTIC may from time to time review affiliates’ participation in the programme. SPINTASTIC may choose to cancel an affiliate’s participation in the programme, at its absolute discretion, if it reasonably believes the affiliate to have behaved in such a manner contrary to the terms or intent of the programme. In case of a breach of any of these terms and conditions, SPINTASTIC reserves the right to withhold any commissions due to the affiliates, which would have arisen as a result of the breach.
18.2. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
19.1. Except as otherwise provided herein, you may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of the other. Any purported assignment or delegation without such required consent should be null and void.
20. SALE OF BUSINESS
20.1. In the event that you enter into negotiations for the sale of your Affiliate Business which will ultimately result in a change in effective control of your business you shall:
a) Immediately notify us of such negotiations;
b) Furnish us with any information requested by us on the prospective buyer;
c) Make the deed of sale subject to the express condition that the purchaser is approved by us as an Affiliate and shall join the Affiliate Program
20.2. Any proposed assignment, novation or transfer of your rights under these Terms shall be subject to our express approval and should such approval be granted, your enrolment will be terminated on the happening of such transfer.
21. GOVERNING LAW AND JURISDICTION
21.1. This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with the laws of Malta.
21.2. You agree to submit to the exclusive jurisdiction of the Maltese Courts and Tribunals in relation to any dispute arising in relation to this Agreement.
21.3. As far as possible, all provisions in this Agreement shall be interpreted in such a way that they are effective and valid in accordance with the applicable law. Should it emerge that part of this Agreement is invalid, illegal or unenforceable in accordance with the applicable law, solely the corresponding part of the Agreement shall be ineffective. The validity and enforceability of the other parts of this Agreement shall not be affected.
22. SINGLE ACCOUNT
22.1. The Member agrees to operate a single Member site with the SPINTASTIC’s Site(s). If SPINTASTIC should discover, using information it deems appropriate in the circumstances, that the Member is operating more than one Member account, this Agreement shall terminate and the Member will forfeit all rights to commissions.. Several sites may be registered to the one account; however, the placement of any site banner on a new site, under the SPINTASTIC Affiliates Programme, MUST be reported by the Member and cleared by the SPINTASTIC beforehand, and failure to do so may result in the termination of the Member’s account. The Member will also forfeit all rights to commissions.
23. INDEPENDENT CONTRACTORS
23.1. SPINTASTIC and the Member are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between SPINTASTIC and the Member. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.
24.1. You shall – also with respect to SPINTASTIC –independently establish whether your activity as an Affiliate and the commission payments made for this represent an activity which is relevant under tax law and constitute taxable income on the basis of the regulations which apply to you individually. SPINTASTIC shall not be responsible for this and shall not make judgements on any restrictions or advice relating to tax or tax law, particularly in response to corresponding enquiries. You shall comply with all fiscal and tax regulations which pertain to you. This shall apply in particular, but not exclusively, to registration, notification, information and payment obligations.
25.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral programme rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.