Affiliate Terms & Conditions
The Affiliate acknowledges that it has read this Affiliate Agreement and agrees to be bound by its terms and conditions.
Videoslots’ Affiliates website is owned and operated by Panda Media N.V. having its registered office situated at Schottegatweg Oost 29 D, P.O. Box 423, Curaçao.
These Affiliate Terms and Conditions apply to, and are binding upon You, if You participate at the Videoslots Affiliate Program.
Any references to “You” or “Your” shall be interpreted as references to you as an Affiliate together with any websites owned or operated by any Second-tier Affiliate, whereas any references to “Us”, “We” or “Our” shall be interpreted as references to Videoslots.
Date
Version
Description
24/10/2018
Version 2.7
Revision of this Document
19/08/2019
Version 2.8
Revision of this Document
1/05/2020
Version 2.9
Revision of this Document
2/02/2021
Version 3.0
Revision of this Document
2/08/2021
Version 3.1
Revision of this Document
Definitions
In this Agreement, the following words shall have the following meaning, unless the context otherwise requires:
1.1 To become an Affiliate with Us You will have to complete our Affiliate application form. We may request additional information in order to assess your application. We may reject your application at any time and for any reason at our sole discretion. An application will be rejected if any of the following apply:
1.2 You have no right to appeal to a decision by us to reject your application.
1.3. The Affiliate acknowledges that We hold a gambling licence in multiple countries and are subject to such countries’ local laws and regulations that relate to gambling and specifically marketing provision of services related to gambling.
1.4. The Affiliate acknowledges that it will respect the above objectives and agrees that it will act at all times in a manner that is consistent with these objectives during the Term of this Affiliate Agreement.
1.5. The Affiliate acknowledges that promoting the Approved Marketing Material is subject to legal restrictions in some countries and may even be prohibited. Such restrictions may vary from time to time. The Affiliate shall not enter into this Affiliate Agreement if it targets any markets where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. The Affiliate shall be exclusively liable for such actions and shall hold Us harmless and shall fully indemnify Us for any liability incurred by Us if it doesn’t comply with the provision above.
1.6 We will register the Affiliate Customer and will track their gaming activity. Videoslots reserves the right to refuse the Affiliate Customer (or to close their accounts) if necessary, to comply with any legal obligations, or with any requirements that they themselves may periodically establish.
1.7. With respect to the EU 5th AML Directive, laws on the prevention of money laundering and financing of terrorism and in line with Our policies on supplier due diligence, the Affiliate will be required to verify their identity by providing copies of personal and, where applicable, company identification and registration documents.
1.8. If the Affiliate sells its business, this Affiliate Agreement is automatically transferred to the purchasing company (“Purchasing Company”). The Affiliate account purchased and transferred will remain on the existing Affiliate Program that was in place at the time of the purchase. The Affiliate and/or Purchasing Company must inform the Company within 30 (thirty) calendar days of the purchase.
1.9. Affiliate Website(s)are forbidden to use spyware, adware, malware, robots, forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.
1.10. The Affiliate shall not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Videoslots trademarks or Intellectual Property belonging to Us, or variations thereof in the “domain name”, (i.e. after any prefixes but before the top level domain suffix), or include metatags on the Affiliate Website which are identical or similar to any of Videoslots trademarks. The Affiliate shall not create pages falsely representing any Videoslots trademark in any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.).
1.11. The Affiliate understands and accepts that its access to the Platform is subject to the highest obligations of confidentiality. Any misuse of such access, whether intentional or not, shall be considered as a breach under the Affiliate Agreement.
1.12. The Affiliate represents, warrants and undertakes that the Affiliate Website shall not contain, or link to, any material which is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights (including but not limited to IP infringing websites).
2.1 Financial reporting on player / customer activity
2.1.1 We will track Affiliate’s Customer gaming activity. The style, form, content and frequency of generated reports may, at our discretion, vary from time to time. You will be provided with remote online access to generated reports of the Affiliate’s Customer activity and the Commission attracted by that activity. To gain access to these online reports You will need to use your username and password as provided to You by Us. We will provide You with a unique tracking link, however it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track players referred by You if the links You use are incorrect, so it is vital that You make sure to copy the code exactly as presented in the Videoslots.com Affiliate Platform. We will not be liable to pay Commission on any Affiliate’s Customer who are not tracked due to modified tracking codes or broken links.
2.1.2. If the Affiliate is granted by Us the possibility to use the Platform in order to market about Us, the Affiliate guarantees not to communicate to any third party its username, password, key or any other identifiers enabling access to the Platform; enable any third party to access the Platform in any way; provide any feed from the Platform to any third party.
2.2 Modification of this Affiliate Agreement
2.2.1 We may amend, alter, delete, interline or add to any of the terms and conditions contained in this Affiliate Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral programme rules.
2.2.2 Any amendments, alterations, deletions, interlineations or additions to this Affiliate Agreement shall be effective immediately upon notice, by display on the Videoslots Website and/or given by email to the email address in the Affiliate’s account within our Platform and will be deemed to be served immediately when sent by Us or by pop-up message once the Affiliate logs into the Platform - whichever occurs sooner (hereinafter, "Notice"). Your use of the Videoslots Website and/ or continued marketing of Us or Our Products after such Notice is given to You shall be deemed to be an acceptance of such terms, amendments, alterations, deletions, interlineations or additions or the new Agreement should this Agreement be replaced in its entirety. Be sure to review this Affiliate Agreement periodically to ensure familiarity with its most current version. If the Affiliate does not agree to such changes, the Affiliate may terminate this Affiliate Agreement in accordance with its terms.
3.1 The Affiliate’s Warranties
3.1.1 During the Terms of the Affiliate Agreement, You warrant and undertake the following:
3.2 Spam
3.2.1 Please note that Affiliates to include Second-tier Affiliates of Videoslots undertaking activities that may be categorised as Spam, face severe consequences. In the giving of effect to this Affiliate Agreement You may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.
3.2.2 Any form of Spam whatsoever will result in your Affiliate Account being placed under review immediately and any commissions due to You will be withheld pending an investigation. If We incur any expenses and/ or damages in dealing with such Spam generated mail, including being blocked by third party Internet Service Providers, these same expenses and/ or damages will be deducted from Your Affiliate Account. If this occurs, the amount of such expenses and/ or damages will be deemed fair, final and acceptable to You. Should these expenses and/ or damages not be covered by funds in Your Affiliate Account, we have the right to investigate alternative means for obtaining payment from You. Should Your Affiliate Account not be active, nor be generating profit through commission payments, We shall have the right to demand payment directly from You.
3.2.3 Breach of this clause (3.2) may result in termination of your Affiliate account and Videoslots retains the right to withhold any monies due to you.
3.3 Marketing Material
3.3.1 Once successfully registered as an Affiliate with Us, Second-tier Affiliates are permitted provided that compliance with these terms is maintained. It is the responsibility of the Affiliate to ensure that compliance with these terms is maintained, You will have access to Approved Marketing Material, subject to Our approval. You may place said materials on Your Affiliate Website(s), and/ or utilise them via email and/ or direct marketing and/ or print media consistently with the applicable laws in which You publish or direct any marketing material or Affiliate Property. These are the designated methods by which You may market on behalf of Videoslots. You shall not alter any of the Approved Marketing Materials or make use of other marketing materials without Our prior written consent. Should You be in any doubt, please contact Us before publication. All Approved Marketing Material must be kept current and You shall utilise newly Approved Marketing Material forthwith after it is made available to You by Us. We may, at any time, impose special rules relating to marketing via emails, SMS, or direct mail), which may include the imposition of additional terms.
3.3.3. The Affiliate shall not attempt to intercept or redirect (including, without limitation to user-installed software) traffic from or on any other website that participates in the Affiliate Program.
3.3.4. The Affiliate cannot take any action that could reasonably cause any confusion as to the Our relationship with the Affiliate, or as to Videoslots Website on which any transactions are occurring.
3.3.5. The Affiliate cannot post or serve any advertisements or Approved Marketing Material on any website not owned by the Affiliate using framing techniques including but not limited to pop-up/pop-under windows, or assist, authorise or encourage any third party to take any such action without the Our prior written consent.
3.3.6. The Affiliate cannot incentivise or indicate how casino systems or similar could be used at the Videoslots that statistically prevent the spirit of the Affiliate partnership from being profitable for both Parties.
3.3.7. The Affiliate shall not use types of marketing that are likely to appeal particularly to those under 18, including but not limited to cartoons, comic book images and child and youth orientated language.
3.3.8. when marketing Videoslots, use anyone who is or appears to be under the age of 25;
3.3.9. The Affiliate cannot post or serve any advertisements or content promoting Our Approved Marketing Material or Videoslots Website in the Excluded Territories.
3.3.10. At all times the Affiliate agrees to be bound by and comply with Our Affiliates Marketing Guidelines which can be found in Annexes 1 – 5 of this Affiliates Agreement. For the avoidance of doubt, Annexes 1 – 5 form a part of this Affiliate Agreement.
3.3.111 Any suspected breach of the marketing rules whatsoever may result in Your Affiliate Account being placed under review immediately, and any commissions due to You being withheld pending an investigation. If We incur expenses and/ or damages in dealing with the breach these same expenses and/ or damages will be deducted from Your Affiliate Account. If this occurs the amount of such expenses and/ or damages will be deemed fair and final and acceptable to You. Should these expenses and/ or damages not be covered by funds in Your Affiliate Account we have the right to investigate other alternative means for obtaining payment from You. Should Your Affiliate Account not be active nor be generating profit through commission payments We shall have the right to demand payment from You.
3.3.12 Breach of this clause (3.3) may result in termination of your Affiliate account and Videoslots retains the right to withhold any monies due to you.
3.4 Good Faith / Ethical Conduct
3.4.1 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 to Us. Fraudulent activity will result in Us retaining commissions and Our decision in this regard will be final and no correspondence or negotiations of any sort will be entered or entertained. We reserve the right to retain all amounts due to You, either current or future, under this Affiliate Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if You have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such traffic.
3.5 Responsibility for Your Affiliate Website(s) and/or Marketing Methods and Activities
3.5.1 You will be solely responsible for the development, operation, and maintenance of Your Affiliate Website(s) and/or marketing methods and activities and for all materials that appear on Your Affiliate Website(s) and/or distributed via Your marketing methods and activities. For example, You will be solely responsible for ensuring, amongst other things, that materials posted on Your Affiliate Website(s) are not libellous or otherwise illegal. In the case of Approved Marketing Material You are required to ensure that all news, offers and promotions in relation to Videoslots are current and up to date.
3.5.2 Affiliates must, and should procure that all Second-tier Affiliates, conduct themselves as if they were bound by the same Licence Conditions and subject to the same codes of practice as Videoslots including but not limited to the UK Gambling Commissions Licence conditions, Swedish Gambling Act (2018:1138), Italian primary laws and regulations on gambling and Dignity Decree, AGCOM resolutions as well as codes of practice as amended from time to time.
3.6 Intellectual Property Rights
3.6.1 You shall not during the term of this Agreement nor at any time thereafter assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Our rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
3.6.2. We grant the Affiliate a non-exclusive and worldwide right to display the Approved Marketing Material on the Affiliate Website as set out in this Affiliate Agreement and in accordance with the Our Affiliate Marketing Guidelines as may be provided to the Affiliate from time to time.
3.6.3. The Affiliate shall not use the Approved Marketing Material in any way that is detrimental to Us or Our reputation and always consistently with the applicable laws in which You publish or direct any marketing material or Affiliate Property. The Affiliate shall not alter or modify, in any way, the Approved Marketing Material without Our prior written consent.
3.6.4. All Intellectual Property Rights created and/or deriving out of this Affiliate Agreement, including, without limitation, banners, advertising or informative material where applicable, the Platform and Personal Data, shall be or become the sole property of Ours, and the Affiliate shall have absolutely no rights therein.
3.6.5. Upon termination of the Affiliate Agreement between the Parties, each Party shall return to the other Party all proprietary material or information and, as the case may be, destroy in a manner acceptable to the other Party all remaining copies of the same. Notwithstanding any disposition contrary to this Affiliate Agreement, the Affiliate acknowledges that – upon such termination – it shall not keep a copy of the Approved Marketing Material, Personal Data or Confidential Information, and may not exploit, directly or indirectly, Our proprietary information, materials or work.
3.7 Restrictions
3.7.1 You are not permitted more than one Videoslots Affiliate Account.
3.7.2 You shall not earn Commission on the net win of any Second-tier Affiliate if, in the case that You are a juristic entity, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
3.7.3 You shall not earn Commission on the net win on Your own Customer Account nor on the Customer Account/s of Your employees or family members.
3.7.4 You or any of Your associated employees shall not sign up as Videoslots Customer.
3.7.5 It is forbidden to offer cashback to your players. Videoslots Affiliate program will not honour any commissions for any registrations or depositors that are generated by cashback or incentivized traffic.
3.7.6 You and/or any Second-tier Affiliate shall not send any direct marketing messages including e-mails, direct mail (post), telephone calls or SMS’s on behalf of Us to anyone in the United Kingdom, Denmark, Italy and Sweden.
3.7.7 Breach of this clause (3.7) may result in termination of your Affiliate Account and Videoslots retains the right to withhold any monies due to you.
3.8 Data Protection
3.8.1 If You are a natural person, then the Videoslots Affiliate Privacy Policy applies to You. The Videoslots Affiliate Privacy Policy, which may be accessed here, describes how and why Videoslots processes Your personal data, as an Affiliate of the Website, under the Videoslots Affiliate Program. Should you have any questions at all regarding data protection issues, please contact our Data Protection Officer directly on dpo@videoslots.com.
3.8.2 You shall comply with any relevant data protection laws in the jurisdiction in which You are domiciled and any jurisdictions in which You operate, in particular with the GDPR (“Applicable Data Protection Laws”).
3.8.3 We will never share any personal data or personally identifiable information relating to Our Players with You under the Videoslots Affiliate Program, even if the Players are sourced by You. We will also never instruct You, as an Affiliate, to process any personal data relating to our Players on Our behalf. Should this arrangement change at any time, We will enter into a separate agreement with You.
3.8.4 By accepting these Affiliate Agreement, you warrant that you are compliant with the Applicable Data Protection Laws. We shall have the right to, at any time during the term of our business relationship, request from you any and all proof as may be necessary to demonstrate Your compliance with the Applicable Data Protection Laws. Such proof shall be requested by Us by written Notice.
3.9 Money Laundering
3.9.1 You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.
3.9.2 It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Our Affiliate Program to facilitate criminal activity.
3.10 Request for information
3.10.1 Affiliates must provide, and procure that any Second-tier Affiliate provides, such information to Us as We may reasonably require in order to enable Us to comply with Our information reporting and other obligations to any Regulatory body to include but not limited to, the UK Gambling Commission or any Italian competent authority (such as ADM; AGCOM; etc.). Affiliates must and shall procure that any Second-tier Affiliate, complies at all time with any and all instructions (written or otherwise) from Us, including (without limitation) any request by Us for copies of any Affiliate Property.
4.1 Commissions
4.1.1 Based on income earned through the promotion of Our products and services and by players referred by You, We will facilitate payment of agreed Commissions. We reserve the right to change payment options and payment terms at any time and for any reason. We are also open to discussing the possibility of any bespoke commission plans with You. If You wish to discuss these with us directly, please contact affiliates@videoslots.com.
4.2 Commission Plan
4.2.1 You can choose between three different commission plans; CPA, Hybrid or Revenue Share. You can read more about each plan below and their different pay-outs. If You would like to discuss these direct with us, please contact affiliates@videoslots.com.
4.3 CPA
4.3.1 On a CPA commission plan You will earn a fixed amount of cash on each new Affiliate Customer You send who become a Videoslots Customer, makes its first deposit and is residing in one of the following countries, Sweden, Denmark, Finland, Norway, UK, Germany, Italy, India, New Zealand, Brazil, Canada and Japan. As You can see on the table below, sending 10 Affiliate Customer during one full month will make You a profit of €75 (5x €5 + 5x €10 = €75). For an Affiliate Customer to qualify as a Videoslots Customer under a CPA commission plan, the player needs to make a minimum deposit of €20 and wager minimum €2000 within 30 days of registration.
Number of new players per calendar month:
CPA payment for each new money player:
1 - 5
€ 5
6 - 10
€ 10
11 - 20
€ 15
21 - 40
€ 20
41+
€ 25
4.4 Hybrid
4.4.1 On a Hybrid commission plan You will earn one fixed amount of cash on each new Affiliate Customer You send who become a Videoslots Customer,makes its first deposit and is residing in one of the following countries: Sweden, Denmark, Finland, Norway, UK, Germany, Italy, New Zealand, India, Brazil, Canada and Japan. As You can see on the table below, sending 10 Affiliate Customers who become a Videoslots Customer during one full month will make You a profit of €125 (5x €10 + 5x €15 = €75). For an Affiliate Customer to qualify as a Videoslots Customer for CPA payment under a Hybrid commission plan, the player needs to make a minimum deposit of €20 and wager minimum €2000 within 30 days of registration. On top of this You will also earn commission on the player’s losses minus any operational costs. You get the percentage You reach for the specific month, on all your Videoslots Customers that have been active that month, regardless of when they signed up. So if You send 10 new Affiliate Customers becoming Videoslots Customers during a month, You will receive 10% revenue share on all your Videoslots Customers for that specific month.
Number of new players per calendar month:
Revenue Share for all active money player:
CPA payment for each new money player:
1 - 5
5 %
€ 10
6 - 10
10 %
€ 15
11 - 20
15 %
€ 20
21 - 40
20 %
€ 25
41+
25 %
€ 30
4.5 Revenue Share
4.5.1 On a Revenue Share plan You will earn commission on all your Affiliate Customer becoming Videoslots Customer’s losses minus any operational costs. The higher amount of new Videolots Customer You send per month; the higher revenue share percentage will be paid out to You for that specific month on all your Videoslots Customer’s losses. So if You send 10 new Affiliate Customers becoming Videoslots Customers during a month, You will receive 30% revenue share on all your Videoslots Customers for that specific month.
Number of new players per calendar month:
Revenue Share for all active money player:
0 - 5
25 %
6 - 10
30 %
11 - 20
35 %
21 - 40
40 %
41+
45 %
4.5.2 Neither You nor your relatives are eligible to become Affiliate Customer, Videoslots Customer, Leads or Money Players under any of your commission plans and should You or they do so You will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Leads per individual household computer is strictly limited to one. Our measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to You through the Affiliate information site that is located here. To permit accurate tracking, reporting, and commission accrual, You must ensure that the Links between your Affiliate Website(s) and the Sites are properly formatted throughout the term of this Agreement.
4.6 Calculation and Payment
4.6.1 During the Term of the Affiliate Agreement, we will pay You commission on a Revenue Share basis, based on Income generated by Your referred players and through the continued promotion of Our products and services. Your Revenue Share is calculated from the casino’s earnings of Your referred players minus Our game provider fee, bonuses (incl. paid loyalty), jackpot fees, regulator taxes, bank fees, chargebacks and 25% admin fees.
4.6.2 Income generated through Battle of Slots does not form part of the revenue share calculation and is therefore not part of the Affiliate earning program.
4.6.3 Payments are settled every month, always one month in arrears.
4.6.4 We do not enforce negative carryover from previous month.
4.6.5 The minimum commission pay-out that can be made to Your Affiliate Account is €100. In the case that your commission for the month is lower than €100, the amount is kept on account, and will be paid out once a minimum of €100 is achieved.
4.6.6. If you are deemed in breach of your obligations under Section 3 above then, subject to you proving to our satisfaction that you were not in breach, Videoslots has the right to withhold and retain any monies due to you until you are deemed to comply with your obligations, and/or to deduct costs, expenses and damages suffered by Videoslots in connection with the breach of your obligations, and/or to wholly or partially forfeit, cancel and confiscate any and all Commission which would otherwise have been due to you and for the avoidance of doubt this includes any Commission which would otherwise have been earned by you in the future in respect of Affiliate’s Customers referred by you prior to the breach of your obligations.
4.6.7 In the case of players being self-excluded with in the same month of the registration, no CPA and Hybrid (CPA part) commission will be paid for those particular players.
4.7 Fraud
4.7.1 Any conduct by You or any Second-tier Affiliate that Videoslots in its sole discretion determines to be fraudulent conduct which includes, but is not limited to:
4.7.2 We have and reserve the right to pass on any Fraud Costs to Your Affiliate Account and/or terminate this Affiliate Agreement at our discretion.
4.8 Payment Options
4.8.1 Payment shall be made by Us to You by bank transfer to your account.
5.1 Term
5.1.1 The term of this Agreement will commence on approval of Your registration to Videoslots.com and shall endure until terminated for any reason on notice by either Party.
5.2 Termination
5.2.1 Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
5.2.2 We may terminate this Affiliate Agreement with immediate effect if we determine (in Our sole discretion) that:
(1) Your Affiliate Website(s) to include any Second-tier Affiliate site is unsuitable (or you are misusing the site);
(2) You or any Second-tier Affiliate are conducting your operations in a manner that is not compliant with the applicable laws, regulations or guidance issued by any competent authority or regulator and you are not taking steps to rectify such non-compliance;
(3) You or any Second-tier Affiliate refuse to act upon our specific written instructions relating to unauthorised and unapproved content relating to our Intellectual Property;
(4) You or any Second-tier Affiliate are conducting your operations in a fraudulent manner;
(5) You or any Second-tier Affiliate are using marketing material in an incorrect and/or inappropriate manner
(6) You or any Second-tier Affiliate are in any way breaching any of the terms of the Affiliate Agreement; including, but not limited to, the terms of the bullet points listed in clause 1.1, which shall be interpreted as ongoing obligations on You for the duration of the Affiliate Agreement (and shall be enforced accordingly);
(7) Videoslots shall have the right to terminate if, in Our opinion, the Affiliate or any Second-tier Affiliate is in breach of Agreement (including, in particular, but not limited to clauses 3.3., 3.5 and 3.10 or if the Affiliate or any Second-tier Affiliate has otherwise acted in a manner which is inconsistent with the licensing objectives of any laws or regulations to include but not limited to the objectives set out at section 1 of the UK Gambling Act 2005 and/or Swedish Gambling Act (2018:1138) and/or the Italian gambling primary laws and regulations, article 9 par. 1 of Dignity Decree and any further AGCOM resolutions; Art 7 Balduzzi Decree; Art. 1, pp. 937 – 938 - 939 Stability Act for 2016; any Italian gambling regulation issued by the ADM; the GDPR and Data Protection Code no. 196/2003.
(8) The Affiliate becomes insolvent or is unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
(9) The Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner or in case the Purchasing Company’s (specified under article 1.8. of this Affiliate Agreement) activities are either in conflict with the Company’s (for example the Affiliate’s Website is purchased by companies providing the same or similar services) or if its practices falls within article 1.12 of this Affiliate Agreement;
(10) the legal and/or regulatory situation in the market has changed or is in the process of changing to such an extent that the objectives of the Affiliate Agreement can no longer be achieved and/or no longer correspond to the market reality.
(11) if the Affiliate does not generate any new Money Players for a period of 6 (six) months.
5.2.3 Videoslots retains the right to withhold and confiscate any monies due to you in the event of a breach of any term of this Affiliate Agreement.
5.2.4 Any form of traffic that is generated from any medium that is aimed at children, promotes violence, includes Pornographic or Narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates intellectual property rights, or are otherwise considered by Us to bring Us into disrepute or prejudice the interests of Us in any way is considered unsuitable and constitutes a breach of the Affiliate Agreement.
5.2.5 Any suspected breach of any term of this Affiliate Agreement by You or any Second-tier Affiliate of any term of the Affiliate Agreement whatsoever will result in Your Affiliate Account being placed under review immediately and any Commissions due to You being withheld pending an investigation. If Videoslots incurs expenses and/ or damages in dealing with the breach these same expenses and/ or damages will be deducted from Your Affiliate Account. If this occurs the amount of such expenses and/ or damages will be deemed fair and final and acceptable to You. Should these expenses and/ or damages not be covered by funds in Your Affiliate Account we have the right to investigate other alternative means for obtaining payment from You. Should Your Affiliate Account not be active nor be generating profit through commission payments We shall have the right to demand payment from You. In addition, if at the time of termination or notice thereof you are deemed in breach of your obligations under Section 3 above then Videoslots has the right to wholly or partially forfeit, cancel and confiscate any and all Commission which would otherwise have been due to you and for the avoidance of doubt this includes any Commission which would otherwise have been earned by you in the future in respect of the Affiliate Customers referred by you prior to the breach of your obligations.
5.2.6 If your Affiliate Websites or any related marketing materials or your communications are found to breach or infringe any of the above to include, but not limited to, any breach of the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing (CAP code) and the UK Code of Broadcast Advertising (BCAP code), Gambling Industry Code for Socially Responsible Gaming (as amended from time to time) and/or any breach in Sweden of Gambling Act (2018:1138), Gambling Ordinance (2018:1475), the Swedish Gaming Industry’s Guidelines for Marketing, BOS and SPER Guidelines, Review of marketing in the gambling Market issued by Consumer Agency and etc., and/or the Italian gambling primary laws and regulations, article 9 par. 1 of Dignity Decree and any further AGCOM resolutions; Art 7 Balduzzi Decree; Art. 1, pp. 937 – 938 - 939 Stability Act for 2016; any Italian gambling regulation issued by the ADM; the GDPR and Data Protection Code no. 196/2003, etc. we reserve the right to immediately terminate this Affiliate Agreement and/or your participation in the Affiliates Scheme immediately and withhold any past or future Commissions which have accrued or shall accrue to your benefit. If Videoslots incurs expenses and/ or damages in dealing with the breach these same expenses and/ or damages will be deducted from Your Affiliate Account. If this occurs the amount of such expenses and/ or damages will be deemed fair and final and acceptable to You. Should these expenses and/ or damages not be covered by funds in Your Affiliate Account we have the right to investigate other alternative means for obtaining payment from You. Should Your Affiliate Account not be active nor be generating profit through commission payments We shall have the right to demand payment from You.
5.2.7. The Affiliate may terminate this Agreement by giving 30 (thirty) calendar days written consent, if it does not agree with the changes made to the Affiliate Agreement and notified to them by Us. However, the Affiliate’s continued participation in the Affiliate Program will constitute binding acceptance to the changes mentioned above.
5.2.8. Notwithstanding articles 5.2.2-5.2.6. either Party may terminate the Agreement at any time by giving thirty (30) days written notice to the other Party. In this case, the Affiliate will only be entitled to receive the outstanding Commission due as of the effective termination date of this Affiliate Agreement. However, the Company may reasonably withhold the Affiliate’s final payment to ensure that the correct amount is paid. After such payment, the Affiliate will no longer be entitled to receive any other Commission.
5.2.9. For any and all termination notices, delivery via e-mail is considered a written and immediate form of notification.
6.1 Representation of Videoslots
6.1.1 You shall not, and you shall procure that no Second-tier Affiliate shall, make any claims, representations , or warranties in connection with Videoslots and You shall have no, and no Second-tier Affiliate shall have, authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by Us.
6.2 Indemnity
6.2.1 You shall defend, indemnify, and hold Us and our electronic cash providers, suppliers, contractors, agents, their 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:
6.2.2 You acknowledge and agree that You will be responsible, and liable to Us for the acts or omissions of any Second-tier Affiliates. You agree to indemnity Us for any loss/damages caused by the acts or omissions of any Second-tier Affiliate.
6.3 Disclaimers
6.3.1 We make no express or implied warranties or representations with respect to the Affiliate Program, Videoslots or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, Product ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of Our site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.
6.4 Limitation of Liability
6.4.1 We will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Affiliate Agreement or the Affiliate Program, even if We have been advised of the possibility of such damages. Further, Our aggregate liability arising with respect to this Affiliate Agreement and the Programme shall not exceed the total Commission paid or payable by Us to You under this Affiliate Agreement. Our obligations under this Affiliate Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Affiliate Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
6.5 The Company reserves the right to reduce the Affiliate’s Commission/change the Reward Plan or close your account, withholding / confiscating any funds if:
(1) The Affiliate substantially reduces its efforts to promote the Company, except in markets where affiliate activity is restricted (e.g. Netherlands), and/or
(2) the existing Reward Plan results in a financial loss to the Company, and/or
(3) the Affiliate does not generate a minimum of 6 New Depositing Affiliate Customers in a period of 3 months, except in markets where affiliate activity is restricted (e.g. Netherlands), and/or
(4) in the event of legal/regulatory changes to a market.
7.1 When You register as an Affiliate with Us You accept and acknowledge that the place of execution of this Affiliate Agreement is Malta and that the governing law is Maltese.
7.2 Nothing in this Affiliate Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Affiliate Agreement.
7.3. Nothing in this Agreement shall be construed so as to limit Videoslots in its rights to prevent and deter Affiliate activities deriving economic benefit from non-compliance with this Affiliate Agreement and/or the laws and regulations of any country and to enforce compliance.
7.4 If any of the provisions of this Affiliate Agreement shall be found by any authority to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Affiliate Agreement which shall remain in full force and effect.
7.5. Unless otherwise provided for, this Affiliate Agreement shall constitute the entire agreement and understanding superseding any previous agreement – between the Parties. Each Party acknowledges and agrees that by entering into this Affiliate 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 Affiliate Agreement or not) other than as expressly set out in this Affiliate Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.
7.6 The Affiliate shall not, without Our prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-licences or deals related to this Affiliate Agreement or any other rights under it, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this article shall confer no rights on the purported assignee.
7.7. Nothing in this Affiliate Agreement is intended to or shall operate to create a partnership between the Parties, or to authorise either Party to act as an agent or employee for the other. Neither Party shall have the authority to act in the name or on behalf of the other Party or otherwise to bind the other Party in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
7.8. Each Party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other Party or of any member of the group of companies to which the other Party belongs which may have or may in future come to its knowledge. Each of the Parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
Annex 1 - General Marketing Guidelines
If space is limited, significant terms of the promotion (point mentioned above) must always be displayed in the offer and the term “T&Cs apply” must be displayed in the offer as a link to additional terms and T&Cs of the promotion one click away. The link should refer to either the Affiliate’s page where the T&Cs are displayed or the Videoslots Website where the full set of T&Cs of the promotional offer must be visible.
In addition to it, the Affiliates shall ensure that all marketing, advertising and promotions targeted at potential Videoslots’ Customers under MGA license, except the below mentioned, shall include the following wording set out as below:
The Company is excluded from this requirements if the above information is otherwise displayed on our Website.
ANNEX 2 – Advertisement Marketing Guidelines in UK
Annex 3 - Advertisement Guidelines in Sweden
Please read and comply with the following guidelines:
https://www.bankid.com/assets/bankid/logo/BankID-varumarkesguide-v10-SE-2019-06-11.pdf
https://www.getswish.se/content/uploads/2019/02/Guidelines_gambling.pdf
Annex 4 - Advertisement Guidelines in Denmark
For example: ”Receive a DKK 1000 welcome bonus! Deposit DKK 100 or more and receive a 100 % bonus up to a maximum of DKK 1000. Only valid for the following games: […]. A [10] times playthrough requirement to minimum odds of [1,7] applies. Time restrictions of [60] apply, from when the bonus is received.”
ANNEX 5 – Gambling Information Guidelines in Italy
You shall refrain from informing about Videoslots Website in any way which does not comply with this Agreement or which breaches any applicable laws and regulations, including but not limited to the advertising ban and restrictions stated under art. 9 par. 1 of the Law Decree 12 July 2018 n. 87 converted into Law 9 August 2018 n. 96 (Dignity Decree) and following Italian communications authority Autorità per le Garanzie nelle Comunicazioni (AGCOM) which provides implementation guidelines with respect to such legislation;
By way of example, your providing information about the Videoslots Website shall be carried out: