Date: October 2019
When registering as a Casumo affiliate you agree to be bound by these terms. We want to work closely with our affiliates and make sure they understand our legal obligations clearly, so they can assist us in meeting them. As a regulated entity, holding a number of gambling licences, we are bound to comply with the terms of those licences and to ensure that you are too, therefore it is important that you read these terms carefully. These terms are a legal agreement between Casumo Media Limited, a company incorporated in Gibraltar with registration number 107628 with its registered address at Suite 5B, Watergardens, Block 1 GX11 1AA, Gibraltar ( “Casumo”, “us” or “we”) and you (“you” or “the Affiliate”) which regulates the relationship between you and us (“The Affiliate Agreement”). By registering for the Affiliate Programme, and / or by accessing and utilising any of our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Programme, you have will be deemed to have read, understood and agreed to the Affiliate Agreement. The terms and conditions have been amended as of 17th October 2019 (“Effective Date“) and by continuing with the Affiliate Programme past this date you agree to be bound by this Affiliate Agreement as from the Effective Date.
1.1 You shall provide the Affiliate Services solely and exclusively via the use of the Approved Marketing Material. You shall not provide any Affiliate Services other than via the use of Approved Marketing Material and You fully indemnify Casumo for any damages resulting from the use of any marketing or advertising material which is not Approved Marketing Material.
1.2 You maintain, control and operate the Affiliate Website(s) and all content and material contained therein or in the alternative have appropriate contractual controls reflecting those within this agreement for any third party website where you display the Approved marketing Materials and / or Links and warrants and undertakes that the Affiliate Website(s) or such contracted third party websites and all content and material contained therein is and shall, for the duration of the Affiliate Programme, be compliant with applicable law and shall not contain any non compliant, illegal, unlawful, defamatory, libellous, discriminatory, obscene, violent, pornographic, derogatory or otherwise inappropriate content or material, or content or material which infringes any third party rights.
1.3 You will not present the Affiliate Website(s) and/or its content or material as creating an impression that it is in any form or manner associated with Casumo and/or any Casumo Group company.
1.4 This Affiliate Agreement sets out the general terms and conditions of the Affiliate Programme and is entered into between and is binding upon Casumo and the Affiliate.
1.4.1 By completing and accepting the Affiliate Application Form, You accept and agree to abide by all the terms and conditions of the Affiliate Agreement including any marketing guidelines as may be issued by Casumo from time to time and which are available here.
1.5 This Agreement shall be binding on the Affiliate as soon as the Affiliate submits the Affiliate Application but shall not be binding or enter into effect in relation to Casumo until Casumo approves the said Affiliate Application.
2.1 You are solely and exclusively responsible to ensure that any and all information submitted in the Affiliate Application Form is correct, true and kept up to date at all times and accepts that the Affiliate Application Form shall form an integral part of the Affiliate Agreement with Casumo.
2.2 Casumo shall evaluate the Affiliate Application Form submitted and will notify you in writing (via email) of Casumo’s acceptance or otherwise of the request to enter into the Affiliate Programme. Casumo adopts a risk-based approach in the consideration of Affiliate Application Forms in accordance with applicable laws and regulations. Casumo reserves the right to refuse any request at its sole and absolute discretion. Casumo’s ’a decision is final and not subject to any right of appeal. The Affiliate agrees to submit any and all documentation and information requested by Casumo to verify the information submitted in the Affiliate Application Form, the Affiliate’s identity and any other relevant information. The documentation which may be requested by Casumo shall include, without limitation documentation attesting to the identity of the individual or entity, recent proof of address and bank statements. The Affiliate understands and accepts that Casumo will require such documentation to be updated with more recent records from time to time and undertakes to inform Casumo of any and all changes to the information submitted in the Affiliate Application Form and to provide Casumo with updated documentation throughout the duration of the Affiliate Programme.
2.3Casumo may, at its absolute and sole discretion, conduct additional verification checks to the ones referred to in sub-clause 2.2 above at any time following submission of the Affiliate Application Form and throughout the duration of the Affiliate Programme. In particular but without limitation, the Affiliate shall provide to Casumo together with the submission of the Affiliate Application Form and by no means later than thirty (30) days from submission of same, (i) in the case of an individual, a copy of a valid identification document, such as an identity card, a passport or a driving licence, together with proof of address, such as via a recent bank statement or utility bill not older than three (3) months or, (ii) in the case of a legal entity, a copy of the certificate of incorporation, of the memorandum and articles of association of Casumo and of a certificate of good standing not older than six (6) months, together with identification documents and proof of address as explained above for individuals holding the position of directors, ultimate beneficial owners and shareholders of Casumo holding twenty-five per cent or more of the legal entity’s shareholding. Casumo may at its sole and ultimate discretion request additional documentation and information from the Affiliate as may be required from time to time. Casumo reserves the right to withhold the payment of any Commission due to the Affiliate, to not recognise New Customers and/or Referred Affiliates and to withhold any compensation which may otherwise be due to the Affiliate as a result thereof and to temporarily suspend the Affiliate Account unless and until all such requested information and documentation has been supplied to Casumo’s satisfaction.
2.4Once confirmed by Casumo in accordance with this clause 2 , the Affiliate is granted the non-exclusive, limited and unassignable right to provide the Affiliate Services to Casumo in accordance with this Agreement. The Affiliate understands that Casumo may and shall procure Affiliate Services from other third parties performing services of the same or similar nature to those provided by the Affiliate. Unless in accordance with this Agreement, the Affiliate shall have no further claim towards Casumo for the payments of Commission, fees or other compensation for its activities.
The Affiliate hereby represents and warrants that:
(a) it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement;
(b) it has provided Casumo with complete, valid and truthful information and shall update and inform Casumo of any and all changes to such information;
(c) it has obtained and will maintain in force throughout the term of this Agreement all necessary registrations, authorisations, consents and licenses necessary to fulfill its obligations under this Agreement;
(d) it shall comply with all provisions of this agreement, as well as all applicable laws and regulations in force from time to time in the performance of its obligations and the provision of the Affiliate Services; and
(e) it fully understands and accepts the contents of this Agreement.
4.1 Casumo shall evaluate the Affiliate Application Form submitted and shall notify the Affiliate in writing (via email) of its acceptance or otherwise of whether the request to enter into the Affiliate Programme.
4.2 Upon Casumo’s acceptance of the Affiliate Agreement the Affiliate’s request to enter the Affiliate Programme in accordance with this Agreement, a unique player tracking code is assigned by Casumo to the Affiliate, and the Affiliate is integrated in the technical platform of the Casumo Website. By means of the unique player tracking code, New Customers acquired via the Link(s) on the Affiliate Website(s) and the bets placed during such sessions are registered and/or tracked.
4.3 Casumo shall provide the Affiliate with all information and Approved Marketing Material necessary for the Affiliate to provide the Affiliate Services to Casumo. Casumo shall not be responsible for the creation of the Links from the Affiliate Website(s) to the Casumo Website(s), nor for any marketing or advertising material which is not Approved Marketing Material. Casumo shall not be held liable for any fines, sanctions and/or other damages which may be incurred by the Affiliate as a result of its non-compliance with this Agreement, Casumo’s instructions and/or all applicable laws and regulations in force from time to time. The Affiliate shall fully indemnify and shall keep Casumo safe and harmless from any fines, sanctions and/or other damages which may be incurred by Casumo as a result of the Affiliate’s non-compliance with this Agreement, Casumo’s instructions and/or all applicable laws and regulations in force from time to time.
4.4 Casumo shall provide the Affiliate with Commission statistics available via the Affiliate’s account on the website www.casumoaffiliates.com
4.5 Subject to the Affiliate’s adherence with this Agreement and all applicable laws and regulations, tCasumo shall pay the Affiliate the Commission due for the Affiliate Services provided.
4.6 Casumo shall use its reasonable endeavours to ensure that whenever a New Customer is directed to the Casumo Website and registers a new account, the relevant New Customer is identified as originating from the Affiliate’s Website(s). However, Casumo shall not be held liable if it is unable to identify a New Customer as originating from the Affiliate’s Website(s).
5.1 Casumo may at its sole and absolute discretion refuse to recognise any New Customer or to suspend or close down a New Customer's player account if, in the sole and final opinion of Casumo, such action is deemed to be necessary to comply with Casumo's licences, internal policies and/or its player terms and conditions found here and/or applicable laws and regulations and/or to protect the interests of Casumo.
5.2 Casumo may refuse any applicant for the Affiliate Programme and/or may suspend or close down any Affiliate account if, in the sole and final opinion of Casumo, such action is necessary to comply with Casumo's internal policies and/or applicable laws and regulations and/or to protect the interests of Casumo. If the Affiliate is in breach of this Agreement, Casumo may, besides suspending and/or closing down the Affiliate's account, take any other steps in accordance with this Agreement and/or at law to protect its interests.
6.1 The Affiliate hereby warrants and undertakes:
(a) to use its best efforts to actively and effectively advertise, market and promote the Casumo Website as widely as possible in order to bring New Customers for the Casumo Website;
(b) to provide the Affiliate Services to Casumo fully at its own risk, cost and expense. For the avoidance of doubt but without limitation to all of its obligations under this Agreement, the Affiliate will be wholly responsible for the distribution, content and legality of its Affiliate Services and the Affiliate further undertakes that all of the Affiliate Services shall be professional, proper and lawful under any and all applicable laws and regulations and in accordance with this Agreement and shall in no form or manner cause harm to Casumo’s or to any Casumo Group company’s reputation or goodwill;
(c) to ensure that all news, information, content, Approved Marketing Content, offers and promotions in relation to Casumo are current and up to date;
(d) to abide by the Casumo marketing guidelines as may be made available to the Affiliate and as may be amended from time to time and not to use any marketing or advertising material and/or content which is not Approved Marketing Material in accordance with this Agreement;
(e) to be wholly responsible for the development, operation, and maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s) and to ensure that the Affiliate Website(s) including all of its content and material is in accordance with any and all applicable laws and regulations in force from time to time;
(f) to ensure that the Affiliate’s login details for the Affiliate’s account on the website www.casumoaffiliates.com are kept confidential, safe and secure. The Affiliate shall be solely responsible for any unauthorised use of their login details and for all activity and conduct on the Affiliate’s account, whether actually authorised by the Affiliate or not. The Affiliate shall immediately and without delay inform Casumo of any suspected illegal and/or unauthorised use of the Affiliate’s account;
(g) to immediately and without delay notify Casumo upon suspicion that any New Customer referred by the Affiliate to the Casumo Website is a bonus abuser, money launderer or fraudster or an abuser of remote gambling websites
6.2 The Affiliate hereby undertakes, represents and warrants that:
(a) you will not perform any act, and that the Affiliate Website(s) neither does nor will contain any material, which is libelous, discriminatory, obscene, threatening,unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
(b) you will not target any person who is under the legal age for gambling, and shall ensure all necessary steps are taken to prevent materials being available to persons under the legal age for gambling also, without limitation, you will not provide materials relating to gambling which are meant to or will appeal particularly to children or young people;
(c) you will not target any jurisdiction where gambling and/or the promotion thereof is illegal. The Affiliate shall not be eligible for any Commission and/or any other compensation or payment for any Affiliate Services provided in any jurisdiction where gambling and/or the promotion thereof is illegal.
(d) you will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring Casumo’s and/or any Casumo Group company’s Intellectual Property Rights (or in any other way link to or drive traffic or provide Affiliate Services to any Casumo Website) on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, those that: are aimed at children, display illegal pornography or other illegal or unacceptable sexual content, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or of Casumo or of any Casumo Group company or breach any and all applicable laws and regulations, including without limitation the relevant advertising regulations or codes of practice in any territory or any jurisdiction where such Affiliate Links or digital advertisements may be featured or where the Affiliate targets the provision of its Affiliate Services.
(e) you acknowledge Casumo's ongoing commitment for the prevention of gambling addiction and you will cooperate with Casumo to actively reduce gambling addiction by, for example, placing links provided by Casumo on the Affiliate Website(s) which direct traffic to websites involved in the prevention of gambling addiction
(f) you will ensure that you and all of your employees and partners undertake responsible gambling training once per year throughout the term of this Affiliate Agreement.
(g) you will not generate traffic to the Casumo Website by illegal or fraudulent activity, particularly by but not limited to:
(i) sending spam or unsolicited mail in any attempt to refer New Customers to the Site;
(ii) registering as a New Customer or making deposits directly or indirectly to any New Customer account through a unique player tracking code(s) for its own personal use and/or the use of its relatives, friends, associates, employees or other third parties, or in any other way attempt to artificially increase the Commission and/or any other compensation which may otherwise be due or payable to you or to otherwise defraud Casumo or any Casumo Group company. Any Violation of this provision shall be deemed to constitute fraud for the purpose of this Agreement;
(iii) presenting the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Casumo Website and/or Casumo and/or any Casumo Group company or convey the impression that the Affiliate Website(s) is partly or fully associated with the Casumo Website and/or Casumo and/or any Casumo Group company.
(h) with the exception of the Approved Marketing Material and/or material, content and information as may be provided by Casumo and/or made available to the Affiliate from time to time throughout the duration of the Affiliate Programme, the Affiliate shall not use the Casumo Website and/or any other terms, trademarks, banners, logos, text, images, material, content containing any Intellectual Property Rights of Casumo or any Casumo Group company unless Casumo provides its prior authorisation in writing for such use to the Affiliate. For the avoidance of doubt, the Affiliate may not use Casumo’s name, brand, logos, banners, images, text, trademarks, content, material and/or Intellectual Property Rights (including graphics and design material) in any direct marketing communications, including without limitation email, SMS and/or push notifications) or otherwise intended to promote Casumo or any Casumo Group Company unless with the prior authorisation in writing of Casumo and in accordance with all applicable laws and regulations in force from time to time.
(i) you accept that you are wholly responsible to seek prior authorisation in writing from Casumo prior to launching, publishing and/or using any marketing material which is not Approved Marketing Material and that it must be able to produce evidence of such prior authorisation in writing upon request by Casumo;
(j) you will not offer any rake-back, cash-back, value-back or similar programmes, other than such programmes as are offered by Casumo and/or any Casumo Group company and/or which have been authorised in writing by Casumo prior to their launch by the Affiliate;
(k) prior to sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which (i) include any of Casumo Intellectual Property Rights and / or Approved Marketing Materials ; or (ii) otherwise intend to promote Casumo, you must first have permission from Casumo. If such permission is granted by Casumo you must then ensure you have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. You must also make it clear, so that no confusion is caused (in regards to the sender of such communication) to the recipient that all marketing communications are sent from you and are not from Casumo. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of such direct marketing communications, you shall be responsible for ensuring such third parties comply with the requirements of this clause.
(l) you will not open affiliate accounts and/or submit Affiliate Application Forms for acceptance into the Affiliate Programme on behalf of third parties or attempt to transfer its own Affiliate account to any third party without Casumo’s prior authorisation in writing
6.3 Casumo reserves the right at its sole and absolute discretion to suspend and/or terminate the Affiliate’s account with immediate effect and/or deduct money from the Affiliate account if any traffic is deemed to have been referred through fraudulent means or otherwise in breach of this Agreement.
6.4 If it is proved to Casumo’s satisfaction and at its sole and absolute discretion that any Commission and/or other compensation due to any Affiliate has been lost due to an incident of intellectual property theft, revenue generated by the offending Affiliate may be paid to the aggrieved Affiliate. Complaints regarding intellectual property theft shall be sent to email@example.com. It is at the sole and absolute discretion of Casumo to determine whether there is enough proof that the loss of earnings suffered by the aggrieved party resulted from an incident of intellectual property theft.
6.5 The Affiliate is to be aware that any operation from its end which runs counter to this Agreement may result in very serious consequences for the Affiliate itself, for Casumo and/or for any Casumo Group company, including without limitation, fines, penalties, breach of license conditions including the possibility of suspension, withdrawal or imposition of conditions thereon and its general ability to do business, as well as potential civil and criminal action against the Affiliate, Casumo and/or any Casumo Group company by the respective authorities. Without prejudice to any of Casumo’s rights herein and/or at law, Casumo may forthwith terminate this Agreement, either in part or in its entirety, and/or may suspend or terminate any Affiliate account should any Affiliate act in breach of any of the provisions of this Agreement and the Affiliate shall be held fully responsible and liable towards Casumo and/or any Casumo Group company for any such resulting fine, penalty, claim, action, suspension or loss or revocation or the imposition of new licence conditions which is caused to Casumo and/or to any Casumo Group Company as a result of any Affiliate’s acts or omissions as the case may be.
7.1 Subject to the Affiliate’s strict adherence with this Agreement, Casumo agrees to pay the Affiliate the Commission in return for the provision of the Affiliate Services in accordance with the Standard Commission Structure and/or any other structure as may be agreed to in writing by and between the Parties. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. In case of any change to the applicable VAT, the Commission shall be adjusted to reflect such change in such a way that the amount of Commission payable by Casumo shall not increase or otherwise change to the detriment of Casumo.
7.2 The Commission is calculated at the end of each month and payments shall be made by the 15th of the following calendar month, provided that the amount due exceeds €100 or a higher amount chosen by the Affiliate in his/her settings of the Affiliate account (the "Minimum Threshold"). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceed the Minimum Threshold.
7.3 In the calculation of Commission where Net Revenue is negative due to New Customer winnings and/or administration fees and/or cash items and/or progressive contributions, the balance due to the Affiliate will be set to zero. A negative balance due to fraud costs will however be carried over where applicable, especially but without limitation in cases such as costs resulting from fraudulent activity and/or from intellectual property theft as contemplated in Clause 6.4 and/or from financial sanctions incurred under Clause 6.5 hereinabove.
7.4 Payment of Commission shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Application Form. If an error is verified as having been made by Casumo at its sole and absolute discretion in the calculation of the Commission, Casumo reserves the right to correct such calculation at any time.
7.5 In case of overpayment in favour of the Affiliate, Casumo reserves the right, at its sole and absolute discretion and without prejudice to its other rights and remedies under this Agreement and/or at law, to summon the Affiliate to immediately refund the difference, or to deduct the corresponding amount of overpayment to the Affiliate from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
7.6 In case of underpayment, Casumo reserves the right, at its sole and absolute discretion and without prejudice to its other rights and remedies under this Agreement and/or at law, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following calendar month.
7.7 The Affiliate's acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
7.8 If the Affiliate disagrees with the balance due as reported, it shall notify Casumo within thirty (30) days from the date of payment and state the reasons of the disagreement as well as provide any and all relevant supporting documentation and evidence. Failure to notify Casumo within the prescribed time limit shall be deemed to be considered as an irrevocable acceptance of the balance due for the period indicated.
7.9 Casumo may at its sole and absolute discretion withhold the payment of any balance due to the Affiliate for up to one hundred-and-eighty (180) days for the purpose of investigating and verifying the lawfulness of the Affiliate’s Affiliate Services provided and the Affiliate’s compliance with the provisions of the Affiliate Agreement and/or its adherence with any and all laws and regulations.
7.10 No payment shall be due if Casumo has reason to believe, at its sole and absolute discretion, that the traffic generated by the Affiliate is illegal, artificial, generated in bad faith or is in breach of any of the provisions of the Affiliate Agreement or of any applicable laws and regulations.
7.11 You agree to return all Commission and any other compensation or payment received as a result of or based on fraudulent, falsified, artificially generated transactions and/or transactions achieved in bad faith and shall indemnify Casumo for all expenses, costs, penalties, damages and/or losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).
7.12 Casumo reserves the right to set limits for a minimum level of activity on Affiliate's accounts. Such minimum activity levels will be continuously reviewed and Casumo reserves the right to terminate any Affiliate not reaching the minimum level of activity. Such minimum shall be determined by Casumo at its sole and absolute discretion.
7.13 The Affiliate shall be wholly responsible and shall assume all risks, costs and expenses and shall pay any and all taxes, levies, fees, charges and any other dues payable or due in any jurisdiction in accordance with any and all applicable laws and regulations (if any) to any tax authority, department or other competent entity as a result of the Commission and compensation generated and/or the provision of the Affiliate Services under this Agreement. Casumo shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall fully indemnify Casumo for any and all such amounts in the event that Casumo has to disburse such amount.
8.1 The Affiliate expressly acknowledges and agrees that the use of the Internet, the provision of the Affiliate Services and compliance with the terms of this Agreement are at the Affiliate's own risk. Casumo makes no guarantee in relation to the accessibility of the Casumo Website at any particular time or any particular location. Casumo shall in no event be liable to the Affiliate or any other third party for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of, the Casumo Website.
8.2 During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between Casumo and the Affiliate.The Affiliate undertakes that it will display the Links to the Casumo Website at least as prominently as any other sales link on the Affiliate Website(s) and where descriptive information accompanies any competitors’ links, the Links shall be accompanied by a description which shall have been provided in writing by Casumo and/or approved in writing by Casumo prior to publication of the description.
8.3 Casumo has the right to monitor the Affiliate’s activity throughout the duration of the Affiliate Programme, including without limitation the Affiliate Website(s) in order to ensure the Affiliate's compliance with the terms and conditions of this Agreement and any and all applicable laws and regulations and the Affiliate shall provide Casumo with all data, information and documentation as may be requested by Casumo from time to time in order to perform such monitoring.
8.4 The Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the Intellectual Property Rights of Casumo and/or any Casumo Group company or which include the word "Casumo" or variations thereof or which in any way refer or relate to Casumo and/or any Casumo Group Company. The Affiliate shall not create any applications or Internet pages falsely representing Casumo or any Casumo Group company in any way, shape or form on any social media channels (including, but not limited to, Facebook, Google+, Twitter etc.).
8.5 The Affiliate shall not take any action which could cause any confusion as to Casumo's or the Casumo's Website's relationship with the Affiliate and the Affiliate Website(s).
8.6 The Affiliate shall ensure that the Affiliate Websites and any third party websites used by the Affiliate at all times comply with data protection and privacy regulations, legislation and subsidiary legislation as may be applicable from time to time, including without limitation the General Data Protection Regulation. Without limitation to the foregoing, the Affiliate shall always inform visitors to the Affiliate Website(s) and any third parties to whom it directs or targets its activities of the processing of their data and their rights as data subjects, including, without limitation, that tracking technology will be installed on the users’ hard drive when the user clicks on the Links and provide the user with an option to reject such installation.
8.7 The Affiliate Website(s) shall have at least an opt-in facility for visitors to subscribe to the receipt of Approved Marketing Material from the Affiliate via any means of communication, including without limitation SMS or email. This is preferably done on a double opt-in basis. Should this facility be missing from the Affiliate’s end, any marketing material sent by the Affiliate will be considered by Casumo as spam. Casumo may immediately terminate this Agreement upon receipt of any complaint from any individual, entity or authority concerning the Affiliate’s marketing activities and/or any Approved Marketing Material in which Casumo’s and/or any Casumo Group company or any of its products/services have been referred to
8.8 Any communications and/or Approved Marketing Material sent by the Affiliate shall always contain an unsubscribe facility whereby recipients may opt to stop receiving the Approved Marketing Material from the Affiliate.
8.9 The Affiliate shall ensure that any Approved Marketing Material and/or communication sent to recipients, shall only be received by individuals who are of legal age in the jurisdiction where they reside and who have actively consented to receive such communications.
9.1 This Agreement may be terminated by either Party by giving thirty (30) days written (by email) notice to the other Party, provided that this Agreement shall be automatically terminated in the event that Casumo and/or any Casumo Group company is precluded for any reason whatsoever from offering the online gaming services to customers through the Casumo Website.
9.2 This Agreement may be terminated immediately by Casumo by giving notice in writing (including by email) if the Affiliate is in material breach of any of its obligations under this Agreement and/or and/or of any applicable laws and regulations and/or if its conduct causes Casumo and/or any Casumo Group company to fall in breach of any of its licence conditions and/or any and all applicable laws and regulations.
9.3 This Agreement may also be terminated by either of the Parties by giving notice in writing (including by email) to the other Party if the other Party is declared bankrupt or insolvent by court order or if any bankruptcy or insolvency proceedings are commenced against the other Party or in the event of any similar situation indicating that the other Party is insolvent.
9.4 Casumo may also terminate this Agreement immediately by giving notice in writing (including by email) for business reasons or for any other reason in accordance with its internal policies, standards and controls. Where Casumo terminates this Agreement in accordance with this sub-clause 9.4, it shall endeavor to provide a minimum of thirty (30) days’ prior notice in writing of such termination, however, where this is not feasible, termination may be effected by Casumo at such earlier day and without the requirement of notice. In such case, the Affiliate shall nevertheless be entitled to compensation for a thirty (30) day period from the date of notice of effective termination.
9.5 The Parties hereby agree that on termination of this Agreement howsoever achieved:
(a) the Affiliate must remove all references to the Casumo Website from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise. The foregoing shall not apply to Casumo players’ complaints recorded on the Affiliate Website(s) which are recognised as Alternative Dispute Resolution bodies by accredited arbitrators’ institutions.;
(b) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any Intellectual Property Rights vested in Casumo and the Casumo Website;
(c) the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however provided that Casumo may withhold the Affiliate's final payment for a reasonable time for internal verification purposes to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Commissions after the effective termination date;
(d) if this Agreement is terminated by Casumo due to the Affiliate's breach of any terms and conditions of this Agreement and/or of any and all applicable laws and regulations and/or for any conduct which causes Casumo and/or any Casumo Group company to fall in breach of any of its licence conditions and/or any and all applicable laws and regulations, Casumo shall be entitled to withhold the Affiliate's earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach and it shall be at Casumo’s sole and absolute discretion whether to pay such earned but unpaid Commissions to the Affiliate;
(e) the Affiliate must return to Casumo any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control;
(f) the Affiliate will release Casumo from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement, and
(g) all right and licences enjoyed by the Affiliate under this Agreement and/or under the Affiliate Programme shall immediately terminate.
10.1 Casumo shall not be liable towards the Affiliate or any third party (in contract, tort, breach of statutory duty or in any other way) for:
(a) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings);
(b) any indirect or consequential losses; or
(c) any loss of goodwill or reputation.
10.2 Without prejudice to Casumo’s rights and remedies under this Agreement and/or at law, the Affiliate agrees to defend, indemnify and hold Casumo and any Casumo Group company, its affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, safe and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from:
(a) any breach of Affiliate's representations, warranties or obligations under this Agreement;
(b) save for the provisions of clause 6.4, the Affiliate's use (or misuse) of the Approved Marketing Material and Casumo's and/or any Casumo Group company’s Intellectual Property Rights;
(c) all conduct and activities occurring under or through the Affiliate's account;
(d) any defamatory, libellous, illegal, discriminatory, obscene, violent, pornographic, derogatory or otherwise inappropriate content or material;
(e) save for the provisions of clause 6.4, any claim or contention that the Affiliate Website(s) or the Affiliate's information and data infringes any third party rights, including without limitation any intellectual property rights or which violates any third party's rights of privacy or publicity;
(f) third party access or use of the Affiliate Website(s) or the Affiliate's information and data;
(g) any claim relating to the Affiliate Website(s) or the Links; and
(h) any violation of this Agreement or any applicable laws.
11.1 Throughout the duration of the Affiliate Programme, the Affiliate may from time to time be entrusted with confidential information relating to, without limitation, the business, operations, technology, customers, trade secrets, information technology applications of Casumo and/or any Casumo Group company which shall be treated as confidential. The Affiliate shall use the Confidential Information only for the purposes necessary to further the commitments of and honour its obligations under this Agreement. For the avoidance of doubt, the Affiliate must not use the Confidential Information for any own commercial purpose or any other purpose other than those in this Agreement.
11.2 The Affiliate agrees to avoid disclosure or unauthorised use of the Confidential Information to third persons or outside parties unless with Casumo’s prior written consent.
11.3 The Affiliate shall only use customer data provided by Casumo. Any Confidential Information (including but not limited to contact numbers and residential addresses) provided by customers to third parties shall not be used by the Affiliate to provide the Services to Casumo under this Agreement.
11.4 The Affiliate shall not issue any press release or any other communication to the public with respect to its participation in the Affiliate Programme without the prior consent in writing of Casumo.
11.5 This clause 11 shall survive the termination of this Agreement and shall continue to apply indefinitely.
12.1 Upon acceptance into the Affiliate Programme, Casumo grants to the Affiliate a limited, royalty-free, non-exclusive and non-transferable licence to use the Intellectual Property Rights of Casumo and/or Casumo Group companies which is incorporated in the Approved Marketing Material and/or which is otherwise approved in writing by Casumo, which licence shall terminate immediately upon termination of this Agreement howsoever achieved. Other than the licence granted by virtue of this sub-clause 12.1, nothing contained in this Agreement or otherwise will grant the Affiliate any right, title to or interest in the Intellectual Property Rights of Casumo and/or any Casumo Group company. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights.
12.2 All Intellectual Property Rights created by the Affiliate and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of Casumo without any rights to the Affiliate.
12.3 At no time during or after the term of this Agreement shall a Party attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.
Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party's group companies, employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.
14.1 In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail. Unless otherwise expressly agreed to in writing by and between the Parties, in case of any discrepancy between this Agreement and any informal or formal, verbal or written understanding, agreement, correspondence and or conversation by and between the Parties relating to the provision of the Affiliate Services by the Affiliate, this Agreement shall be taken to be the prevailing agreement reached by and between the Parties and shall supersede and replace any previous communications, understandings and arrangements previously in place by and between the Parties relating to the subject-matter thereof
14.2 Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.
14.3 No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.
14.4 Any notice given or made under this Agreement to Casumo shall be sent by email to and marked for the attention of the Affiliate Manager of the Casumo Website unless otherwise notified by Casumo. Casumo shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.
14.5 The Affiliate may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of Casumo. Casumo may assign this Agreement and all its rights hereunder to any Casumo Group company or to any other third party.
14.6 Casumo's failure to enforce the Affiliate's adherence to all terms outlined in the Affiliate Agreement shall not be construed to constitute a waiver of the right to enforce such right.
14.7 Casumo and the Affiliate will work in close cooperation at all times for the mutual benefit thereof and for the successful provision by the Affiliate of the Affiliate Services in accordance with this Agreement.
14.8 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate this Agreement with immediate effect by providing a written notice.
14.9 Unless otherwise expressly agreed, this Agreement shall constitute the entire agreement and understanding superseding any agreement between the Parties. In case of conflict between this Agreement and any other agreements entered into between Casumo and the Affiliate, the contents of this Agreement shall prevail.Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.
15.1 Casumo reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. When possible, a notice of the amendments will be sent to the Affiliate's registered email address and such notice will be deemed to be served once sent by Casumo. The Affiliate's continuing participation in the Affiliate Programme after any amendments or modifications have been made public will be deemed as the Affiliate's acceptance of the new terms and conditions.
15.2 It shall be the sole responsibility of the Affiliate to keep updated with the latest version of this Agreement.
The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. Each Party irrevocably submits to the jurisdiction of the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.
Casumo Commission Structure calculated on a monthly basis:
NDC/month Affiliate's Commission