Affiliate Terms and Conditions

Before you can proceed with registration, please read these terms and conditions (the “Terms and Conditions” or the “Agreement”). If you do not accept these Terms and Conditions then please exit this website.

ACCEPTANCE

If you wish to participate in our Affiliate program, indicate your agreement to these do so by clicking the "I Agree" button when registering. Additionally, by accessing and utilising any of the Matchbook Affiliates' Marketing Tools or accepting of any reward, bonus or commission whether contained in this Agreement or elsewhere on our website (the “Matchbook Affiliates’ Site”), you are deemed to have agreed to be bound by all the terms and conditions set out in this Agreement. For purposes of clarity, the terms "we" and "us" refer to Matchbook Affiliates and "you" and "Member" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The term "Merchant" is defined as any company that has contracted Matchbook Affiliates to promote their website(s) and or products. This Agreement provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the Merchant's Websites, in return for the payment of commissions and referral bonuses as specified below.

“With respect to any Visitors located in the UK, you acknowledge the licensing objectives of the Gambling Commission and understand that the Merchant is bound by these objectives. These licensing objectives are:

·         prevent gambling from being a source of crime and/or disorder, or from being associated with crime or disorder and/or from being used to support crime.

·         ensure that gambling is conducted in a fair and open way.

·         protect children and other vulnerable persons from being harmed and/or exploited by gambling.

We are further obligated to terminate this Agreement should you be in breach of any relevant provisions of the Licensing Conditions and Codes of Practice (‘LCCP’) including but not limited to i)  having your user interface complying with the Gambling Commission’s technical standards for remote gambling systems; and/or ii) acting in compliance with all advertising codes of practice.

ENROLLMENT

To enrol please read this Agreement and then submit a complete Matchbook Affiliates Member Account application to us via our website: https://www.matchbook.com/partners/affiliates/ . We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.

MEMBER AGREEMENT

During the term of this Agreement, you shall be entitled to display banners or links provided by Matchbook Affiliates on your site(s) (the "Member Site") as a hyperlink to direct Visitors from the Member Site to the Merchant's Sites, using distinct URLs supplied by Matchbook Affiliates exclusively for linking (the "Supplied Banners").

The Merchant's banners shall be displayed at least as prominently as any other sales link on the Member site, and if the Member displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Member Site, the Member shall, subject to Matchbook Affiliates’ prior written approval of the content thereof, include similar descriptive information regarding the Merchant's Site.

The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Member shall be entitled to display the banners of, and provide links to, sites of other companies through the Member Site, and Matchbook Affiliates shall be entitled to make the Merchant's banners available through online and other services than the Member Site.

DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL

As a Member, you will have access through Matchbook Affiliates’ Site to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".) Matchbook Affiliates and the Merchant hereby grants to the Member the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly) Matchbook Affiliates' and the Merchant's banners, name, site name, and other related textual and graphic material which are made available by Matchbook Affiliates and/or the Merchant to the Member for the express purpose of inclusion on the Member's Site from time to time (collectively, the "Merchant's Material") and for the specific purposes authorised above.

Matchbook Affiliates and the Merchant authorise the Member to advertise and promote their respective promotional material. The copywriting of promotions may not be modified nor misrepresented by the Member. Matchbook Affiliates and the Merchant also authorises the Member to refer, in the Member's advertising and promotions, to the fact that the Matchbook Affiliates and Merchant's Site are accessible through the Member Site, provided that any such statement:

(a) does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of Matchbook Affiliates or the Merchant other than Matchbook Affiliates or the Merchant's Site(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of Matchbook Affiliates' or the Merchant's mark)

(b) does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the Merchant sponsors, authorises, and/or is the source or origin of the Member site; and

(c) does not disparage or criticise Matchbook Affiliates or the Merchant, its products, services, or members.

All use of the Matchbook Affiliates’ or Merchant's Materials hereunder shall inure to the benefit of the Merchant and shall not create any rights, title or interest in them for the Member. No other use of the Matchbook Affiliates or Merchant's names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Member for any purpose without the prior written approval of Matchbook Affiliates or the Merchant.

As between the Merchant and the Member, the Merchant 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 Merchant'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.

MAINTAINING THE LINKS

You agree to fully cooperate with us in order to establish and maintain the Links between the Member Site and the Matchbook Affiliates Site or the Merchant's Site(s). The maintenance and updating of the Member Site will be your responsibility. The graphics and/or text associated with the Links to the Matchbook Affiliates Site or the Merchant's Sites will be updated periodically and it will be necessary for you to update the content of the Member Site accordingly on a regular basis. Please be aware that we have the right to monitor the Member Site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to the Member Site that we feel should be made.

COMMUNICATION TO MEMBERS

By signing up to Matchbook Affiliates you agree to receive a variety of material from Matchbook Affiliates. If you choose to opt out of our communications, Matchbook Affiliates and its Merchants will not be responsible for any damages that may occur from members opting out of communications.

SPAM - WE DO NOT CONDONE SPAM

Any form of spam will result in your account being closed and we reserve the right to withhold all funds held by us or due to you. You need to be aware that our Merchants are liable to incur expenses in dealing with spam-generated mail and these same expenses will be deducted from your account should our Merchant seek recourse. In this instance the amount determined by the relative Merchant will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by you as fair and reasonable and as agreed to by registration as an affiliate of Matchbook Affiliates. Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts.

HONEST MARKETING PRACTICES

You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes Matchbook Affiliates or the Merchant harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to Merchant's Site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.

COMMISSION AND REFERRAL BONUS

You understand and accept that the Merchant may refuse to accept any potential customer and may close any player’s account if, in its sole discretion, it deems it necessary to do so in order to comply with its internal policies or the rules of its regulatory authority or any other applicable law and/or in order to protect its reputation and commercial interests.

Members shall be entitled to a commission as outlined in Schedule 1 of this Agreement.

CONFIDENTIAL INFORMATION

In this Agreement, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party (a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or (b) may receive hereunder from the other.

Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:

(i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;

(ii) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and

(iii) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.

The foregoing restrictions shall not apply to information that:

(a) is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;

(b) the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;

(c) is received from a third party without restriction and without breach of this Agreement;

(d) was independently developed by the recipient as evidenced by its records; and

(e) the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party (unless it is expressly unlawful to give such notice), and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this Clause 11 shall survive the termination of this Agreement.

LIABILITY

The Member acknowledges that Matchbook Affiliates does not advocate or endorse the purchase or the use of any services offered by the Merchant through the Merchant'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 Merchant represents and warrants that:

(a) The Merchant has the right to enter into this Agreement and to grant the rights and licenses granted herein; and

(b) The Merchant's software, and the reproduction, distribution, transmission, public performance and public display of the Merchant's Material in connection with the Member site, do not:

(i) invade the right of privacy or publicity of any third person; or

(ii) contain any libellous, obscene, indecent or otherwise unlawful material.

The Member represents and warrants that:

(a) The Merchant has the right to enter into this Agreement and to grant the rights and licenses granted herein; and

(b) The Merchant's software, and the reproduction, distribution, transmission, public performance and public display of the Merchant's Material in connection with the Member site, do not:

(i) invade the right of privacy or publicity of any third person; or

(ii) contain any libellous, obscene, indecent or otherwise unlawful material.

The Member represents and warrants that:

(a) the Member has the right to enter into this Agreement;

(b) the Member Site does not, and the reproduction, distribution, transmission, public performance and public display of the Member Materials as permitted herein, do not (i) invade the right of privacy or publicity of any third person, (ii) contain any libellous, obscene, indecent or otherwise unlawful material, or (iii) infringe any patent, copyright or trademark right in any jurisdiction and the Member has received no notice of such invasion, violation or infringement of rights.

(c) the Member and the Member Site shall not actively target any person who is under the legal age for online gambling in any given jurisdiction where the person resides.

(d) the Member and the Member Site shall not actively target any person resident in a jurisdiction in which the Merchant does not operate (“Prohibited Jurisdictions”). Unless notified otherwise, the Prohibited Jurisdictions are the United States of America, Canada, France and Spain.

(e) the Member shall use its best endeavours to only provide the Merchant and the Merchant Site with genuine, bona fide, individual customers.

TERM, TERMINATION AND CONSEQUENCES OF TERMINATION

The term of this Agreement will commence when you indicate your acceptance in the manner specified in Clause 1 above and will be continuous unless and until either party, without prejudice to any other rights, notifies the other in writing that it wishes to terminate the Agreement for any reason whatsoever, in which case this Agreement may be terminated with immediate effect.

Without prejudice to the aforementioned right of either Party to terminate this Agreement for any reason, Matchbook Affiliates may choose to cancel an affiliate’s participation if we reasonably believe the affiliate to have behaved in such a manner contrary to the terms or intent of the affiliate program, for example through operating an unsuitable site. 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.

For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. Upon termination:

·       - You must remove the Matchbook Affiliates or Merchant's banner/s from the Merchant’s Site and disable any links from the Merchant’s Site to ours and theirs.

·       - All rights and licenses given to you in this Agreement shall immediately terminate.

·       - You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.

·       - If you have failed to fulfil your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.

·       - We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

·       - If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

·       - You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of our Merchants.

·       - You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.

RISK ALLOCATION

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.

ACKNOWLEDGEMENT OF NO WARRANTY

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.

ASSIGNMENT

Except as otherwise provided herein, neither Matchbook Affiliates nor the Member may assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of the other such consent not to be unreasonably withheld or denied. Any purported assignment or delegation without such required consent shall be null and void.

SINGLE ACCOUNT

If Matchbook Affiliates should discover, using information it deems appropriate in the circumstances, that the Member is operating more than one Member account, this Agreement shall terminate and the Member will forfeit all rights to commissions and referral bonuses. Several sites may be registered to the one account; however, the placement of any site banner on a new site, under the Matchbook Affiliates Members Program, MUST be reported by the Member and cleared by the Matchbook Affiliates Support Team beforehand, and failure to do so may result in the termination of the Member's account. The Member will also forfeit all rights to commissions and referral bonuses.

INDEPENDENT CONTRACTORS

Matchbook Affiliates and the Member are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between Matchbook Affiliates and the Member. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.

DISCLAIMER

It is the Member's responsibility to declare taxes from their Member's profits, according to their country's regulations. It is the merchant’s responsibility to pay its members and Matchbook Affiliates will not be held responsible for the actions of its merchants in regards to the payment of its members.

Matchbook Affiliates is also not responsible for the way cookies are notified to users of the Merchant’s Site or of the Member’s Site, nor for the way cookies are tracked on the Merchant’s Site or on the Member’s Site. The maintenance of the cookie/tracking code is the responsibility of the Merchant. Matchbook Affiliates is strictly a housing-software that displays the results of the tracking for its members.

WAIVER

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 authorised representative of the waiving party.

MODIFICATIONS

Matchbook Affiliates may modify any of the Terms and Conditions set forth in this Agreement by posting the modified Terms and Conditions at: https://www.matchbook.com/partners/affiliates/affiliates-t-and-c/ or at another site it chooses, and by notifying the Member of the modifications via email.

Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the programme following our posting of a change notice or new agreement on our sire will constitute binding acceptance of the change.

GOVERNING LAW

This Agreement shall be governed by the laws of Alderney, excluding its conflicts of laws rules. Any legal proceedings brought by either Party against the other Party shall be litigated in the courts of Guernsey.

SCHEDULE 1 – THE COMMISSION PAYMENT

In this Schedule 1, the following definitions are used:

“Net Betting Commission” means total commission generated by Matchbook from Referred Customers’ exchange betting activities less adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, the cost of any promotional offers (including any sign up bonuses “Bonus Costs”), payments to any sporting bodies (including any football governing bodies or any similar body in any jurisdiction) and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;

“Referred Customers” means genuine, bona fide, individual customers referred to the Merchant by the Member’s Site and whose contribution towards Net Revenue will commence at the point where the customer first generates revenue for the Merchant and shall continue for the lifetime of that customer.Affiliates are not permitted to sign up for a Matchbook account via their own affiliate links/banners.

Matchbook Affiliates does not process your payments for commissions; this is the responsibility of the Merchant

The Merchant will pay sums due to the Member, within the industry standard 30 days. For example, Net Betting Commission earned throughout September 2012 will be paid by the end of October 2012.

A Member must generate a minimum of $50 in Net Betting Commission before they will be eligible for a payment via e-wallets Moneybookers(Skrill) and Neteller. A member must generate a minimum of $200 in Net Betting Commission before they will be eligible for a payment via Electronic Transfer. Members will be paid monthly, provided the minimum net commission level is reached. If the minimum level is not reached, the Net Betting Commission that has been earned will carry over into the following month(s) until the point at which the minimum criteria has been fulfilled.

The affiliate acknowledges and agrees that:

·       For new affiliates the commission structure will begin from the date the account has been approved by the Affiliate manager;

·       The affiliate must actively promote Matchbook Casino and/or the Exchange to be eligible to receive revshare across Casino and/or Exchange revenue.

·       In the event the affiliate does not refer 6 or more new depositing players during a period of 6 consecutive months their revshare will decrease to an amount of 5% Net Gaming revenue until such time when they begin to refer 6 or more players in any subsequent month.

·       In the event that the Amount Due for a calendar month is a negative amount, Matchbook may (at its sole discretion), carry and set off such negative amount against Amounts Due for subsequent months that would be payable to you.

APPENDIX

If applicable, the percentage of Net Revenue Share which each Affiliate shall receive in relation to each product is as follows:

Commission structure on Exchange and Casino products:

7 Months +:

Exchange:

Casino: