Referspot Terms & Conditions
Last Updated March 17, 2003
TERMS AND CONDITIONS FOR THE REFERSPOT AFFILIATES PROGRAM
The term "Client" is defined as any company that has contracted ReferSpot to promote their Casino(s).
The contract provides Webmasters (Affiliates) with the non-exclusive right to direct users ("Visitors") from various sites to ReferSpot's Client's websites, in return for the payment of commissions and referral bonuses as specified below.
REFERSPOT WEBMASTER (AFFILIATE) AGREEMENT
Every application will be evaluated and the applicant notified as to whether such application was accepted. An application may be rejected if ReferSpot determines, in it's sole discretion, that an applicant's site is unsuitable.
For an affiliate account to be considered "active", it must have generated new, paying customers for ReferSpot Clients within the previous 90 days. If an affiliate account does not meet this requirement, an ReferSpot Account Manager will contact that affiliate and assist in developing an action plan to improve performance.
ReferSpot does not advocate spamming. Any form of spamming will result in the responsible Webmaster's (Affiliate's) account being immediately terminated and all funds due being withheld.
Webmasters (Affiliates) will not knowingly benefit from known or suspected traffic not generated using accepted marketing practices whether or not it causes ReferSpot Client's harm. Should such activity occur, knowingly or otherwise, ReferSpot retains the right to retract the commissions and referral fees paid to that Webmaster (Affiliate) at any time. ReferSpot's decision in this regard will be final and no correspondence will be entered into.
In the event of detection of any sort of mechanism that falsely generates hits to the website, ReferSpot will invalidate all previous traffic, negate all commissions and referral bonuses, and will prosecute the responsible Webmaster (Affiliate). Even if the Webmaster (Affiliate) may have not knowingly generated such traffic ReferSpot reserves the right to withhold commissions and referral fees with respect to such traffic.
No affiliate can profit from an account generated by themselves or by a party related to themselves. If an affiliate is found to be profiting from an account generated by a related party or themselves, that affiliate will forfeit all commissions and referral bonuses and this agreement shall terminate.
ReferSpot may modify any of the Terms and Conditions set forth in this Agreement by posting the modified Terms and Conditions at: http://www.ReferSpot.com and by notifying the Webmaster of the modifications via email notice. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral program rules. Should any modification not be acceptable to any Webmaster (Affiliate) the only recourse is termination. Any continued participation in the program following a posting of a change or a notice or the introduction of a new agreement will be a binding acceptance of the change.
All use of the ReferSpot or Client's Materials shall accrue to the benefit of the Client and shall not create any rights, title or interest in them for the Webmaster (Affiliate). No unauthorized use of the ReferSpot or Client'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 Webmaster for any purpose without the prior written approval of ReferSpot or the Client.
The Client 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 the Client'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.
COMMISSION, REFERRAL BONUS AND PAYMENT
Commission is calculated using the applicable percentage of Net Revenue, derived from any transaction from Visitors who used the Client's software, who first linked to the Client's sites from the Webmaster site ("Linking Visitors") during the term of this Agreement.
"Net Revenue" is defined as gross bets less payout (calculated using the Client's software), derived from any real transaction with a Linking Visitor in which revenue is paid or credited to the Client, less: (i) charge backs and discretionary returns; (ii) sign up bonuses; and (iii) promotion bonuses.
"Applicable Percentage" is defined as the percentage, calculated monthly, set forth below for the service during the month from which the Net Revenues were derived:
On Net Revenue in the month up to and including $25,000 - 25%
On Net Revenue in the month over and including $25,001 - 35%
Webmasters (Affiliates) shall be entitled to a further 3% referral bonus calculated as set out below, with respect to monthly Net Revenue generated by Visitors who arrive from other Webmasters that are referred directly to ReferSpot.
Amounts are expressed in the Webmaster's (Affiliate's) chosen currency - U.S. dollars, Euros or GB Pounds.
ReferSpot shall pay the Webmaster (Affiliate) all amounts due by the 10th of each month, and a statement providing in reasonable detail the basis for such payment shall be posted on the ReferSpot website ("http://www.ReferSpot.com/"). No check or transfer for less than $250 will be issued and such amounts will be carried over to the next payment period
ReferSpot's tracking system shall be the sole method for determining the basis of the calculation of commissions and referral bonuses hereunder, and ReferSpot's calculations shall be final and binding.
The Webmaster (Affiliate) acknowledges that ReferSpot does not advocate or endorse the purchase or the use of any services offered by the Client through the Client's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Webmaster (Affiliate) further represents and warrants that:
a. The Webmaster (Affiliate) has the right to enter into this Agreement;
b. The Webmaster (Afiliate) site does not and the reproduction, distribution, transmission, public performance and public display of the Webmaster Materials as permitted herein, does not:
(i) Invade the right of privacy or publicity of any third person,
(ii) Contain any libelous, obscene, indecent or otherwise unlawful material, or
(iii) Infringe any patent, copyright or trademark right in any jurisdiction; and
(iv)The Webmaster (Affiliate) has received no notice of such invasion, violation or infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin when the applicant completes an application form and accepts the terms and conditions herein and will continue until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, 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.
ReferSpot may terminate this agreement if ReferSpot determines in its sole discretion that the affiliate site is unsuitable. 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.
All rights and licenses given to the Webmaster (Affiliate) in this Agreement shall immediately terminate.
The Webmaster (Affiliate) will be entitled only to those unpaid referral fees, if any, earned by the Webmaster (Affiliate) on or prior to the date of termination. The Webmaster (Affiliate) will not be entitled to referral fees occurring after the date of termination.
If the Webmaster (Affiliate) has failed to fulfill its obligations and responsibilities, ReferSpot will not pay the Webmaster (Affiliate)) any referral fees otherwise owing to the Webmaster (Affiliate) on termination.
ReferSpot may withhold the Webmaster's (Affiliate's) final payment for a reasonable time to ensure that the correct amount is paid.
If ReferSpot continue(s) 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.
The Webmaster (Affiliate) and ReferSpot 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 the Webmaster (Affiliate) from any liability arising from any breach of this Agreement, which occurred prior to termination.
Neither party will be liable to the other party (nor to any person claiming rights derived from the other party's rights) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including lost revenue or profits, loss of business, or loss of data, arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof.
Except as expressly provided herein, neither party warrants that their respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly set forth in this agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.
All disputes between the parties arising from this agreement, including non contractual disputes and disputes as to the validity or existence of this agreement, shall be referred to and finally determined by arbitration before a sole arbitrator, conducted in the English language, and in accordance with the law of Curacao, Netherlands Antilles and the Expedited Arbitration Rules of the World Intellectual Property Organisation ('WIPO'). Each party consents to the award being made an order of any court of competent jurisdiction. If the parties fail to appoint an arbitrator, the arbitrator shall be selected by the Chairman or Acting Chairman of the Chamber of Commerce in Curacao, Netherlands Antilles or if any arbitrator is not selected by this means then an arbitrator shall be appointed by a mutually agreed independent firm of Auditors established in Curacao, Netherlands Antilles.
ReferSpot and the Webmaster are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between ReferSpot and the Webmaster. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.
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.