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GrandBilliards.com Affiliate Agreement
This Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to an individual or entity's participation in the www.GrandBilliards.com (the "Website") affiliate program ("Affiliate Program"). As used in this Agreement, "we", "us" and "GrandBilliards.com" means the website www.GrandBilliards.com and its operator, 3D Revolutions Ltd. (the "Operator"), and "you" and "Affiliate" mean the individual or entity which applies for affiliate payment in accordance with the terms and conditions herein.
1. General
This is the most recent version of the Agreement, as released and posted as of April 1, 2008. This version modifies, replaces and supersedes all prior versions of this Agreement.
By marketing for and referring new Users to the Website through a Tracker, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. On your acceptance of this Agreement online, we will automatically become counter-parties to this Agreement.
IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT THE WEBSITE.
2. Definitions
2.1. "Account" is the uniquely assigned account that is created for a User when he/she opens an account at the Website.
2.2. "Affiliate Number" means the numeric code you are assigned when you sign up as a participant in the Affiliate Program.
2.3. "Affiliate Fee" is the amount due and payable to you, based solely on the Website's System's data, in accordance with the payment plan you selected on the Affiliate Tracker Sign Up Form, when signing up and/or activating additional Trackers.
2.4. "Banners and Text Links" means the graphical artwork or text that you use to hyperlink Users from your website to the Website.
2.5. "Revenue" is calculated as the sum total of all Users' participation fees and payments paid in connection with User's participation in any Skill Games, less any and all winnings, prizes and other payments made or due to the User, less any credits, bonuses or promotional amounts given to the User, less any charge-backs (including amounts paid as a result of credit card abuse or fraud, or paid to the User to settle claims involving the allegation of credit card or other abuse or fraud), or any uncollectible revenue attributable to the User, and less any and all licenses, taxes, duties, compulsory payments which may be due with respect to such revenues.
2.6. "Revenue Sharing Plan" means payments to you based on a percentage of the Revenue generated from Users.
2.7. "Fraud Traffic" means deposits, Revenue or traffic generated through illegal means or in bad faith to defraud us, regardless of whether or not it actually causes harm. Fraud Traffic includes but is not limited to Spam, false advertising, deposits generated on stolen credit cards, collusion, manipulation of service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Users, and any other unauthorized use of any third party accounts, copyrights or trademarks.
2.8. "Monthly Revenue" means Revenue as calculated following the end of each calendar month for calculation of your Affiliate Fee.
2.9. "CPA Plan" means payments to you based on the number of joining and new Real Money Users.
2.10. "Real Money User" or "User" means any person who has been referred to the Website by you via a Tracker assigned to you and who has no prior Account with the Operator and who shall open a new Account with the Operator and make the minimum required deposit within 30 days of opening the Account. Currently, the minimum required deposit is 25 US$. An updated amount may be set by us at any time at our sole discretion.
2.11. "Real Money User's Account" means the Account(s) opened at GrandBilliards.com by Real Money Users via a Tracker assigned to you.
2.12. "Special Fun User" means any person who has been referred to the Website by you via a Tracker assigned to you and who has no prior Account with the Operator and who shall open a new Account with the Operator and play the minimum required games within 30 days of opening the Account, must be from specific country group and from specific age group as long as there are allowed to participate in skill games from their respective jurisdictions. Currently, the minimum play through requirement for a Special Fun User to be considered valid is 1 fun game on fun points. Currently, the country group includes following countries; USA, United Kingdom, Germany, Spain, Italy, Canada, France. Currently the age group includes all users between 18-34 years of age. An updated amount, play through requirement, country group and age group may be set by us at any time at our sole discretion.
2.13. "Special Fun Users Account" means the Account(s) opened at GrandBilliards.com by Special Fun User(s) via a tracker assigned to you.
2.14. "Fun User" means any person who has been referred to the Website by you via a Tracker assigned to you and who has no prior Account with the Operator and who shall open a new Account with the Operator and play the minimum required games within 30 days of opening the Account, can be from any country and age group as long as they are allowed to participate in skill games from their respective jurisdictions. Currently, the minimum play through requirement for a Fun User to be considered valid is 1 fun game on fun points. An updated amount, play through requirement, country group and age group may be set by us at any time at our sole discretion.
2.15. "Fun Users Account" means the Account(s) opened at GrandBilliards.com by Fun User(s) via a tracker assigned to you.
2.16. "Spam" or "Unsolicited Promotions" means emails or any other messages that are circulated, directly or indirectly, including messages that are posted on newsgroups, chat boards and other types of Online forums and which: (a) are directed at people who have not consented to receiving promotional messages, (b) contain false or misleading statements, (c) do not truthfully identify the source or the originating IP Address, or (d) do not provide the recipient with an option to easily "Remove" them from receiving future mailings or promotions.
2.17. "Tracker(s)" means the unique Tracking Codes that we provide exclusively to you, through which we track and calculate Affiliate Fees.
2.18. "Tracking Code" means a unique hyperlink (URL) to the Website through which you refer potential Users from your website. When the User opens his/her Account, the System automatically logs the Tracking Code and records you as the Affiliate.
2.19. "Sub-Affiliate" means a person that you have referred to (and that has successfully joined) the Affiliate Program in accordance with the terms of this Agreement.
2.20. "Sub-Affiliate Accruals" means the Affiliate Accruals due to any Sub-Affiliate as set out in their chosen payment plan.
2.21. "Skill Games" means internet on-line skill games, such as and including snooker and billiard, based, among other aspects, on mental and/or physical skill.
2.22. "System" " means the computer system platform for the Skill Games, which includes, inter alia, hardware, software, database, hosting, payment gateways, communications network, User support, and other equipment and services, as necessary to enable users to use Operator's services.
3. Terms & Conditions
3.1. Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location and nature of your marketing activities, and any other information that we may request from time to time.
3.2. Marketing Activities and Responsibilities. You will, at your own cost and expense, market to and refer potential Users to the Website. You will be solely responsible for the content and manner of your marketing activities. All marketing activities must be professional, proper and lawful under applicable rules or laws. You represent and warrant that you will not place Banners or Text Links to us on any website, or use any media or medium, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials. You will not actively target your marketing to any persons who are less than 18 years of age, regardless of the age of majority in the location you are marketing. You will not use Spam, Adware or Spyware in your marketing attempts. In case of violation of this provision, we reserve the right to immediately terminate this Agreement, render the Tracking Code(s) assigned to you inoperative, and forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time. We reserve the right to modify, from time to time and at our sole discretion, the rules regarding marketing activities and responsibilities, as set forth in this Agreement. All marketing activities must be pre-approved by us, to the extent determined by us, and at our sole discretion.
3.3. Approved Marketing Materials. You will only use the Banners and Text Links and any other marketing materials that have been provided by us and/or pre-approved by us (collectively the "Marketing Materials"). You will not modify the Marketing Materials without our prior written consent. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of marketing to and referring potential Users to the Website. Generally, we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials. However, in the event that CDs and other customized promotional materials are provided to you, they will be AT COST and deducted from Affiliate Fees payable to you. Under no circumstance are you allowed to use the Marketing Materials and any other promotional materials provided by us in a manner that may potentially confuse a potential User. In case of violation of this provision, we reserve the right to immediately terminate this Agreement, render the Tracking Code(s) assigned to you inoperative, and forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time.
3.4. Competitive Marketing. For the avoidance of doubt, it is hereby clarified that you shall not be entitled to market to potential Users on any Internet site on which we promote the Website; or in any other manner, which results in you competing with us in relation to the promotion of the Website. In the event that you are in breach of the foregoing provisions, we reserve the right to immediately terminate this Agreement, render the Tracking Code(s) assigned to you inoperative, and forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time.
3.5. Non-Assignment. Trackers are for your sole use and are not to be assigned to others without our prior written consent.
3.6. Commercial Use Only. This marketing opportunity is for commercial use only, and you may not sign up or make deposits to any Account, directly or indirectly, through your Tracker(s) for your own personal use, to fraudulently increase the Affiliate Fees payable to you or to otherwise defraud us. In no event are you to receive Affiliate Fees on Revenue generated on your own User Account. In case of violation of this provision we reserve the right to immediately terminate this Agreement, render the Tracking Code(s) assigned to you inoperative, and forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time.
3.7. Good Faith Marketing. You will not knowingly or unknowingly benefit from any known, unknown, suspected or unsuspected Fraud Traffic. For clarity, we reserve the right to withhold or back out amounts generated by Fraud Traffic from Affiliate Fees, regardless of whether you participated in or knew about the Fraud Traffic, until the issue is properly investigated by or on behalf of us, to our full satisfaction and at our sole discretion. In the event that we determine that you have knowingly or negligently participated in, or knowingly negligently benefited from, Fraud Traffic with the intent to defraud us, then we reserve the right to immediately terminate this Agreement, render the Tracking Code(s) assigned to you inoperative, and forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time.
3.8. User Information and Exclusivity. By opening an Account at the Website, Users will be subject to all of our rules, conditions, policies and operating procedures that govern their activity at the Website. We reserve the right to refuse service to any potential User and to close the Account of any User, at any time, in our sole discretion. All data relating to the Users will remain our sole and exclusive property and you acquire no right to such information, except as expressly stated herein. Any and all Users shall be considered at all times to be our players and customers for any and all purposes, and are in no way considered, directly or indirectly, under any circumstances, to be your users or customers.
3.9. Sub-Affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Program. If any such person successfully joins our Affiliate Program we will pay you in respect of the activities of such Sub-Affiliate in accordance with the Payment Plan, provided that you register them through the "Register Sub-Affiliate" function within the Affiliate Area of the Website. You will only receive credit for Sub-Affiliates which comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not: (a) register yourself or any person controlled by you as your own Sub-Affiliate, (b) use fictitious or alias names for the registration of Sub-Affiliates, (c) offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us, (d) attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate, or (e) receive payment on behalf of your Sub-Affiliate(s) and for the avoidance of doubt, the payment and contractual relationship in regard to the Affiliate Program shall remain between the Sub-Affiliate and us.
4. Reports and Payments
4.1. Reports. We will track and report User activity, among other purposes, for purposes of calculating your Affiliate Fees. The form, content and frequency of the reports may vary from time to time at our sole discretion. At a minimum, you will receive a monthly report with your payment indicating the total amount of Monthly Revenue collected from Users that month.
4.2. Affiliate Fees. Depending on which payment plan you signed up for, you will be paid in accordance with the amounts and/or percentages on the tracker plan chosen by you during tracker creation. Notwithstanding the foregoing, we may elect to not accept your preferred payment plan and we shall notify you of such decision within ten (10) days of your application to join the Affiliate Program.
4.3. Time and Minimum Amount of Payment. Affiliate Fees will be paid and sent out to you within fifteen (15) days of the close of each calendar month, except that, if the total amount due is less than US$100, the balance will be carried over and added to the next month's Affiliate Fees until the total amount is more than US$100. In the event the balance amount carried over does not total US$100 within a consecutive three (3) month period, then the amount due will be voided and cancelled, and we may terminate this Agreement and forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time.
4.4. Holdover for Fraud Traffic. In the event of any activity deemed suspicious by us, we may delay payment of the Affiliate Fees to you to verify the relevant transactions and in the event that we determine the activity to constitute Fraud Traffic, we shall be entitled to recalculate or withhold your Affiliate Fees accordingly and in our sole discretion.
4.5. Method of Payment. All payments to you will be due and payable in U.S. Dollars or in any other currency determined by us from time to time at our discretion. Payments may be made by crediting your GrandBilliard.com account or any of the following methods as requested by you on the Affiliate Sign Up Form and approved by us, such as: pay-pal, direct wiring to your bank account (in accordance with the details as provided by you), or delivery of checks via mail. Notwithstanding the foregoing, we may elect to not accept your preferred payment method or elect at any time in the future to employ a different payment method, and at that time we may accommodate other methods of payment as we deem appropriate. Any charges incurred for methods of payment will be covered by you and deducted from your Affiliate Fee.
4.6. User Tracking. You understand and agree that potential Users must link through a Tracking Code when they sign up in order for you to receive Affiliate Fees in relation to such potential Users. In no event are we liable for your failure to use the right Trackers, or for System malfunctions that cause Trackers, or hyperlinks to be deleted, corrupted or unusable.
4.7. Disputes. Deposit of payment, acceptance of payment transfer or acceptance of other payment by you will be deemed full and final settlement of Affiliate Fees due for the month indicated. Hence, if you disagree with the reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be in writing received within twenty one (21) days of the date of payment by us, or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard.
4.8. User Verification. Affiliate Fees in relation to new Users will be dispatched only following our verification and investigations concerning all new Users.
4.9. Negative Revenue. In the event that the Revenue quotient is a negative amount during any given period(s), such negative amount shall be carried forward and deducted from the Revenue amount of the relevant subsequent period of time. In the event that the Revenue quotient is a negative amount for three (3) consecutive calendar months, we shall be entitled to terminate this Agreement.
4.10. Sub-Affiliate Accruals. Subject to Section 3.9, you will receive, in accordance with the Payment Plan, your commission on the Affiliate Accruals due and payable to your Sub-Affiliate(s) for Real Money Users they refer to the Website.
5. Term and Termination
5.1. Term and Termination. This Agreement will take effect when you receive your Trackers from us and when you start promoting the Website. This Agreement will be continuous until terminated. Notwithstanding the foregoing, and during a period of twenty one (21) days following your receipt from us of your Trackers, we reserve the right to refuse your application to join the Affiliate Program. In the event that we elect to refuse your application subsequent to your receipt of the Trackers, we shall notify you of the same and we shall be entitled to render the Trackers inoperative.
5.2. Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us. In addition, you may cease marketing the Website any time you want.
5.3. Termination By Us. We may terminate this Agreement, with or without cause, upon twenty one (21) days written notice to you. Further, we may terminate this Agreement immediately, without notice, in the following events: (a) you materially breach this Agreement or you otherwise breach this Agreement and do not remedy such breach within fourteen (14) of our notice, (b) the total cumulative balance of Affiliate Fees due to you is less than US$50 for three (3) consecutive months, or (c) The total number of new Users introduced by you in a 60 (sixty) day period is less than 75.
5.4. Effect of Termination. The following will apply upon the effective date of termination:
(a) You will immediately cease promotional activities and all rights and licenses given to you under this Agreement will terminate immediately, except as expressly stated herein;
(b) You will immediately return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of the Website;
(c) You shall render permanently inoperative any URLs which were used by you under this Agreement where such URLs contain any combination of the words GrandBilliards, Grand, Billiard and Billiards;
(d) We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you on new Users who come in or would have come in on those Trackers; and
(e) We will continue to pay you Affiliate Fees for all existing Users who signed up through the effective date of termination and on any Revenue generated by these Users for as long as they continue to play in accordance with this Agreement. However, if this Agreement is terminated due to your breach of the terms and conditions herein, then we will forfeit all Affiliate Fees that you have earned or to which you may be entitled at any time.
6. Liabilities
6.1. No Warranties. WE DO NOT WARRANT THAT THE SKILL GAMES, OUR SYSTEM, INCLUDING BUT NOT LIMITED TO OUR COMMUNICATIONS NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF THE SKILL GAMES, OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.
6.2. Billing and Collection Limitations. We may in our sole discretion, with or without notice, use any available means to block or restrict certain Users, sign ups, deposits or play patterns so as to reduce the number of fraudulent, unprofitable transactions or for any reason whatsoever, including but not limited to daily or monthly purchase limits, address verification or negative and positive credit card databases. We do not guarantee or warrant the success of such fraud prevention efforts. 6.3. Liability Limitations. OUR OBLIGATIONS UNDER THIS AGREEMENT DO NOT CONSTITUTE PERSONAL OBLIGATIONS OF THE DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS OF THE WEBSITE OR THE OPERATOR. ANY LIABILITY ARISING UNDER THIS AGREEMENT WILL BE SATISFIED SOLELY FROM THE REVENUES GENERATED HEREUNDER. OUR LIABILITY IS LIMITED TO DIRECT DAMAGES, AND IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS, INJURY OR DAMAGE OF ANY KIND (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS). OUR LIABILITY IS LIMITED TO PAYMNET OF AFFILIATE FEES DUE.
6.4. Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
7. Independent Investigation
7.1. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE WEBSITE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7.2. Independent Research. You understand that gambling laws may vary from city to city, state to state and country to country. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8. Miscellaneous
8.1. Notices. All notices pertaining to this Agreement will be given by email as set forth in the Website and, to you at the address provided by you on the Affiliate Sign up Form (or as subsequently updated by you to us in the event of change).
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
8.3. Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other affiliates, partners and service providers, on the same or different terms as those provided to you herein and that such persons and entities may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Website to any other website that we deem appropriate in our sole discretion, without any additional compensation to you.
8.4. Confidentiality and Non Disclosure. As a marketer of the Website you will receive confidential information from us as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. Therefore, you will not disclose this information to third parties without our express written consent. 8.5. Publication. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
8.6. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent. We may freely assign this Agreement and/or any rights and obligations hereunder.
8.7. Governing Law and Jurisdiction. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of England. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will be settled by binding arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be one arbitrator, mutually agreeable to you and us, or if we/you cannot agree on an arbitrator, then one will be appointed by a court of competent jurisdiction. The losing party will pay all the expenses of the arbitration, including attorney's fees.
8.8. Force Majeure. The parties' obligations under this Agreement are subject to and neither party will be liable for, failure to perform, damage, or malfunction of any equipment, or any consequences thereof occasioned by or due to fire, flood, water, the elements, labor disputes, power failures, explosions, governmental actions, unavailability of transportation, acts or omission of third-parties, or any other causes beyond the party's reasonable control.
8.9. Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
8.10. Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFLIATE PROGRAM FOLLOWING POSTING OR NOTICE OF CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
8.11. Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this Agreement are for convenience only and will have no effect on the construction of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the terms and conditions of this Agreement by submitting the Affiliate Sign Up Form.
Sincerely Yours,
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