GENERAL AFFILIATE PARTNERSHIP AGREEMENT

Effective date: 1st January 2024

IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING AS AN AFFILIATE PARTNER.

This Agreement together with your Affiliate Sign Up Form and any other guidelines or additional terms we provide to you via email or on our Website (together with the “Agreement”) contains the complete terms and conditions that apply to your participation in this affiliate program (the “Affiliate Program”). Whenever the provisions of the Affiliate Sign Up Form conflict with the provisions of this Agreement, the provisions of this Agreement prevail. Where used in this Agreement, references to:

(a) “You” “Your” and/or “Affiliate” mean the individual or entity which applied as an affiliate via the Affiliate Sign Up Form as submitted through the Website (the “Affiliate Sign Up Form”), 

(b) “We”, “Our”, “Us”, the “Company” means FenikssCasino.lv and – where the context applies – also any of its shareholders, officers, directors, employees, advisors, consultants, and any of its associated and/or affiliated legal and natural persons.

 

DEFINITION

Agreement – These Terms and Conditions, together with, where applicable, any other contractual instrument concluded between the Parties in relation to the Affiliate Programme. To the extent that the said contractual instrument is governed by these Terms and Conditions, any reference to the “Agreement” as included therein shall also mean a reference to these Terms and Conditions. Further, any reference to this “Agreement” in these Terms and Conditions shall also include and refer to such other contractual instruments. For the avoidance of doubt, these Terms and Conditions shall supersede any other terms and conditions applicable to such contractual instruments concluded between the Parties.

Affiliate – You, the person (whether an individual or a company/corporate entity/organization) who has registered and been accepted by Fenikss Affiliates as an Affiliate participating in the Affiliate Programme.

Affiliate Account – An account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Programme and approved by Fenikss Affiliates.

Affiliate Link/s – Internet hyperlinks used by the Affiliate to link from the Affiliate Website/s or any other third-party website to the Fenikss Affiliates Websites.

Affiliate Network – An individual and/or entity which You have a business relationship with and who operates for You with the intention of driving traffic to the Websites, or that You direct in any appropriate manner to the Websites and who does not have an Affiliate Account directly with Fenikss Affiliates but is connected to Your Affiliate Account.

Affiliate Programme – The Affiliate Programme is operated by Fenikss Affiliates whereby the Affiliate promotes the Websites via Affiliate Links.

Affiliate Website/s – Any website/s on the world wide web which is/are maintained, operated, or otherwise controlled (whether directly, indirectly, or through an Affiliate Network) by the Affiliate.

Applicable Law – All laws, statutes, regulations, edicts, bye-laws, mandatory codes of conduct, and mandatory guidelines, whether local, national, international, or otherwise existing from time to time, which are legally binding on either Party and which are applicable to that Party’s rights or obligations under this Agreement.

Applicable data privacy laws – All applicable data protection and privacy legislation in force from time to time, including without limitation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), guidance and codes of practice issued by the relevant data protection authorities, and all other legislation and regulatory requirements in force from time to time which is legally binding on either Party in relation to the processing of personal data under this Affiliate Partner Agreement.

Balances Carried Over – In the calculation of commission where Net Win is negative due to Customer winnings and/or Admin Fees and/or Cash Items and/or Progressive Contributions the said balance will be set to zero except “High-Roller Policy”. A negative balance due to Fraud costs will however be carried over where applicable.

Brand – This includes, but is not limited to, the FenikssCasino.lv and the Company’s brands, and further includes without limitation any and all of the trademark registrations/applications of the Company, any taglines or slogans used by the Company, as well as any other brands (whether registered or unregistered) owned and/or used by the Company, as may be indicated by the Company from time to time.

Chargeback – The reversal of a payment made previously to Us by a Referred Player or the credit card-issuing bank or any other third party payments solution provider. Chargebacks are regarded as Fraud for the purposes of calculating Net Revenues (NetMargin).

Commission – The percentage of the Net Revenue (NetMargin) as set out in the Commission Structures for each particular product.

Commission Structure – The commission structures or any specific commission structure expressly agreed between Fenikss Affiliates and the Affiliate.

Company – Mean Fenikss Affiliates, which operates under the Fenikss Affiliates Program. 

Confidential Information – Any information of commercial or essential value relating to Fenikss Affiliates such as but without limitation, financial reports and conditions, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers, and users of Fenikss Affiliates Websites as well as Partners and Affiliate Program partners, technology, plans and manners of operation.

CPA Deal – “Cost-Per Acquisition” deal is a remuneration model, whereby Fenikss Affiliates pay and the Affiliate receives a fixed amount per Customer referred by the Affiliate, provided within 30 days from the registration as a Customer and makes an initial minimum deposit with the Brand and wager at least minimum amount.

Customer/Referred Player – Any Person who has, for the first time and in an appropriate manner, registered for an account with Us directly through one of our partner Affiliate Links. For the avoidance of doubt, players which are already Our customers shall not be considered “Referred Players”. By opening an account with Us, any Referred Player will become Our customer and must comply with all Our applicable rules, policies, terms and conditions, and operating procedures.

Fees – The amounts due to You by Fenikss Affiliates in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the profit-share model, cost-per-acquisition-model, or hybrid model, as the case may be.

Fraud – Any form of fraud committed by an Affiliate and/or a Referred Player, which in Our sole opinion, is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair, or unlawful gain, including but not limited to:

• Chargebacks;
• Bonus abuse by a Referred Player or group of Referred Players;
• Your (or a third party’s) encouragement to a Referred Player to abuse Our bonus offers;
• Collusion on the part of the Referred Player with any other Referred Player;
• Your (or a third party’s) offering or providing unauthorized incentives (financial or otherwise) to potential Referred Players to encourage them to sign up;
• Dropping or stuffing cookies;
• Creating mirror, URL’s or similar type activities to encourage Referred Players to Sign Up and deposit;
• A Referred Player holding multiple accounts;
• And other activities that give a sign of fraud.

Fraud Costs – The costs incurred (financial or otherwise) by Us as a direct or indirect result of Fraud committed by You, Your employees, business partners, Referred Players, and/or third parties linked to Your Affiliate Account to whom You, as an Affiliate Partner, have introduced the Products.

Gross Win – The total revenue generated by all Products as a result of all bets and/or deposits by Referred Players introduced to Us by You.

High-Roller Policy

1. In any given month, if an individual player generates a negative net win of at least €10,000 (‘high-roller’), and the aggregate net win in that month for that affiliate is negative €2,000 or greater, then the high-roller policy will apply.
2. If both of the above criteria are met (see DEFINITION “High-Roller” Clause 1. then the negative net win generated by the high-roller will be carried forward and offset against the future net win generated by that high-roller.
3. The negative balance carried forward cannot be set off against other players’ net wins.
4. The negative balance carried forward cannot be greater than the total aggregate negative net win for the affiliate, for that month.
5. If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.
6. The negative balance of a high-roller will be reduced by the future positive net win that they generate in subsequent months. A negative balance will not be increased by a future negative net win unless the high-roller meets the qualifying criteria in subsequent months (see DEFINITION “High-Roller” Clause 1).

Intellectual Property – Any and all intellectual property rights associated with Fenikss Affiliates and any and all of the Brands, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trademarks, wordmarks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.

Branded Informative Materials – Banners, logos, landing pages, videos, text links (which include Trackers), content, and other kinds of materials that You may use to connect Prospective Customers to the Website and any other branded informative materials that You use in connection with this Agreement.

Markets – All markets in which the Fenikss Affiliates operates.

Net Revenue (NetMargin) – In relation to the casino, all monies received by the Brand from New Customers in relation to casino activities less (a) monies paid out to New Customers as winnings, (b) bonuses and/or loyalty bonuses, (c) administration fees, (d) fraud costs, (e) chargebacks, (f) returned stakes (g) monies paid out as duties or taxes (h) jackpot contribution and (i) any commissions/fees due to third parties for providing/licensing games and/or games software; and For the avoidance of doubt, all amounts referred to above are only in relation amounts generated from New Customers referred to the Brand(s) by the Affiliate Website(s). Net Revenue (NetMargin) is calculated daily and combined into monthly Net Revenue (NetMargin).

New Customer – A new first-time customer of the Company whom (i) has created and verified a new player account, registering directly after having been referred from the Affiliate Website(s) or platforms to the Brand(s); (ii) has made a first deposit amounting to at least the applicable minimum deposit at the Brand(s) in the Brand(s) betting account and placed a bet in accordance with the applicable terms and conditions of the Brand(s), but excluding the Affiliate, its employees, relatives and/or friends; and (iii) is not already in Company’s customer database.

No-Negative Carryover (NNCO)  – In case your balance under a Revenue Share Payment Plan in any given month is negative due to Customer winnings and/or Non-Cash Items and/or Cash Items and/or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will be carried over (see High Roller Policy for additional information). In the event that the total Net Revenue (NetMargin) from your referred New Customers is negative for any given calendar month, the negative balance will be carried over from month to month, until a positive balance is achieved.

Parties – Means Fenikss Affiliates and Affiliate/Partner (each a “Party”)

Personal Data – Any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Customers/Referred Players and/or Affiliates.

Potential Customer – Is any person to whom You promote the Website but who has not yet opened an Account and, therefore, has not yet become a Customer on the Website.

Profit Share Deal / Revenue Share – A revenue-share deal where You receive payment through a profit-share model that is tracked on the Affiliate Programme.

Referral Commission – Any Customers referred by an affiliate participating in the Affiliate Program that You referred to the Affiliate Program, You shall receive a Revenue Share of the Net Revenue (NetMargin) generated by those Customers, subject to the Terms and Conditions of this Agreement.

Restricted Countries – Any territory except the Republic of Latvia.

Spam – Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.

Terms and Conditions – These Terms and Conditions are titled the “Fenikss Affiliates Partner Agreement”.

Website/s – Any website belonging to, operated by, or associated with the Company or Brand, and any other website as may be added by Us from time to time.

Us/ We/ Our – The Company and all related Brands.

You/ Your/ Member – You in Your capacity as an Affiliate which You may engage pursuant to this Agreement.

 

1. INTRODUCTION

1.1. The Affiliate maintains and operates the Affiliate Website(s) and/or platform(s).

1.2. This Agreement sets out the general terms and conditions of the Affiliate Program and is entered into between the Company and the Affiliate.

1.3. By completing and accepting the Affiliate Application the Affiliate accepts and agrees to abide by all the terms and conditions of the Agreement.

1.4. This Agreement shall be binding on the Affiliate once the Affiliate Application has been submitted but shall not be binding or enter into effect in relation to the Company until the Company approves the Affiliate Application.

1.5. The Company reserve the right to amend or change the Terms and Conditions from time to time and notify the Affiliate by e-mail and/or notification on the system. The Affiliate shall check the terms and Conditions from time to time to get familiar with the amendments and changes thereto.

 

2. RELATIONSHIP OF THE PARTIES

2.1. Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) as an employee, agent, or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.

 

3. AFFILIATE QUALIFICATION PROCEDURE

3.1. The Company shall evaluate the Affiliate Application hereby submitted and shall notify the Affiliate in writing (via email) whether the Affiliate Application is accepted or not. The Company reserves the right to refuse any registration at its discretion

3.2. The Company may refuse any applicant Affiliate and/or may close any Affiliate’s account(s) if, in the sole opinion of the Company, it deems it is necessary to comply with the Brand’s policy and/or to protect the interests of the Brand. If the Affiliate is in breach of this Agreement the Company may take any additional steps to close the Affiliate’s account(s) under the law to protect its interest.

3.3. Prior to the Company executing any payments to any Affiliate, the Company shall conduct due diligence of the Affiliate to the Company’s satisfaction. Furthermore, the Company may repeat due diligence at any time as the Company deems required during the term of this Agreement.

3.4. The Affiliate shall in all respects cooperate with the Company in performing such due diligence.

3.5. The Affiliate shall forthwith give the Company written notice of any change of the conditions relevant for the due diligence at any time during the term of this Agreement. If such change would have caused the Company, acting reasonably, not to approve due diligence if the change had existed at the original due diligence, then the Company has the right to terminate this Agreement in accordance with Clause 11.

3.6. The Affiliate agrees and understands that further detailed due diligence will be undertaken for those Affiliates whose domiciliation or country is categorized as “High Risk”.

3.7. If an Affiliate or a person associated with an Affiliate is discovered to be a sanctioned person, the Company reserves the right to refuse any and all payments to such Affiliate or sanctioned person and cancel the Agreement.

 

4. AFFILIATE RIGHTS

4.1. License to direct potential Referred Customers to the Website. Upon acceptance as aforesaid, We grant You a non-exclusive, non-transferable, revocable license, during the term of this Agreement, to direct potential Referred Customers to the Website, in accordance with the terms of this Agreement and jurisdiction where the Brand operates.

4.2. License to use certain Intellectual Property. During the term of this Agreement and jurisdiction where the Brand operates, You are granted a non-exclusive, non-transferable, revocable right and license to use the Approved Branded Informative Material as defined below (hereinafter referred to as “Licensed IP”). The license in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:

4.2.1. The Licensed IP may be used solely and strictly as required for You to fulfill Your obligations under this Agreement;

4.2.2. The Licensed IP may not be sub-licensed, assigned, or otherwise transferred by You to any third party without Our prior written permission;

4.2.3. You may not in any manner whatsoever, modify, alter, adjust, remove, crop, manipulate and create any derivative works of the Licensed IP;

4.2.4. You shall not, during the term of this Agreement or at any time thereafter, assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property rights in any action or proceeding of whatever kind or nature, and further You 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;

4.2.5. You may not use the Licensed IP or any Intellectual Property in a manner that would create confusion to customers, notably without limitation as to the origin of the marketed goods and services, portray Affiliate as forming part of the Fenikss Affiliates, or impersonate the Company or the Brand;

4.2.6. You shall, at all times, fully comply with all the terms of this Agreement (including any restrictions contained herein) and jurisdiction where the Brand operates;

4.2.7. All rights not expressly granted herein shall remain strictly with Us;

4.2.8. Your use of any other Intellectual Property of the Company or Brand shall be strictly subject to prior written approval;

4.2.9. We shall have a right to revoke the Licensed IP as provided herein at any time and without cause.

Notwithstanding anything to the contrary, Fenikss Affiliates retains the right to request a written agreement signed by both Parties detailing any other terms which Fenikss Affiliates at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Licensed IP provided You abide by the terms set forth by Fenikss Affiliates which shall be clearly stated within the such agreement.

 

5. AFFILIATE WARRANTIES

By applying to be registered as an Affiliate, You warrant the following:

5.1. The information You provide Us with upon registration is complete, valid, and truthful, as is any other information You provide thereafter during the term of this Agreement;

5.2. In the event that You are not an individual, the person submitting the application has the full right, power, and authority to enter into this Agreement on behalf of such company/corporate entity/organization;

5.3. The execution of this Agreement by such individual, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound;

5.4. That You have all requisites, legal and authoritative, to enter into this Agreement and to carry out and perform Your obligations under the terms of this Agreement;

5.5. You shall comply with all Applicable Laws and regulations (including Data Protection Laws) related to the performance contemplated under this Agreement;

5.6. Your performance of this Agreement shall not infringe the intellectual property rights or any other rights of any third party, including without limitation, right of privacy, right of publicity, contractual or other rights of any person, or constitute any libel or slander of any person.

5.7. To provide, at any given point, both before Your appointment as an Affiliate as well as at any point during the duration of the Agreement, whether You are a company/corporate entity/organization or an individual, upon Our request, any due diligence information, including but not limited to: proof of identity; proof of address; incorporation documents; company and/or group structure; verification documents regarding board members, directors, shareholders and beneficiaries; confirmation or otherwise of any political connections, sanctions, and adverse media; and any other corporate documents and/or certificates;

5.8. To provide, at any given point during the duration of the Agreement, any 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 relevant supervisory authorities;

5.9.   By placing any informative materials that consist of our Brand and its identity, you assume a full warranty for ensuring that everything complies with the regulations under the jurisdiction where the Brand operates.

 

6. AFFILIATE OBLIGATIONS

6.1. Solely where it is necessary for Us to ensure compliance with this Agreement or any Applicable Laws, You shall permit Fenikss Affiliates (or a person on Fenikss Affiliates behalf) to reasonable audit Your books, records, systems, data, brand communication consents, and other informative materials.

6.2. You shall take reasonable steps to ensure the reliability and proper training of Your employees, officers, and representatives and that such employees, officers, and representatives understand the data protection and marketing requirements applicable to both the Affiliate and to Us.

6.3. You are not allowed to register for the Affiliate Programme if Your Affiliate Website is considered unsuitable.

6.4. To consider You as an Active Partner, shall refer a minimum of 10 NDC per each and every month. If not delivered any traffic activity due the past 3 months, the Agreement is considered suspended.

6.5. You shall not, and shall not authorize, assist or encourage any third party to:

6.5.1. Use any Branded Informative Material or place Branded Informative Materials on any online site or another medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, at Our sole discretion, otherwise unsuitable or not suitable for the law of the jurisdiction where the Brand operates;

6.5.2. Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of the Website to any person who is less than 18 years of age (or such higher age of legal consent as may apply in the relevant jurisdiction);

6.5.3. Use Branded Informative Materials in a manner that may potentially confuse a Customer or Potential Customer (including, but not limited to, using incorrect, inaccurate, and/or fraudulent materials);

6.5.4. Place Branded Informative Materials on any online site or another medium, where the content and/or material on such online site or medium: (i) infringes any third party’s intellectual property rights; (ii) copies or resembles any Website in whole or in part; or (iii) disparages Us or otherwise damages Our goodwill or reputation in any way;

6.5.5. Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Us by any person;

6.5.6. Alter, redirect, or in any way interfere with the operation or accessibility of the Websites or any page thereof;

6.5.7. Register as a Customer on behalf of any third party, or authorize or assist (save by promoting the Website in accordance with this Agreement) any other person to register as a Customer;

6.5.8. Take any action that could reasonably cause any person confusion as to Our relationship with You or any third party, or as to the ownership or operation of the Website or service on which any functions or transactions are occurring;

6.5.9. Cause the Website (or any parts or pages thereof) to open in a visitor’s browser other than as a result of the visitor clicking on branded informative materials or text links contained in or as part of any Branded Informative Materials;

6.5.10. Attempt to intercept or redirect (including via user-installed software) traffic from or on any website or other place that participates in Our Affiliate Program;

6.5.11. Violate the terms of use and any applicable policies of any search engines;

6.5.12. Affiliates may not register domain names, or bid on keywords or search terms related to our brands, for example:

• http://www.Yoursite.com/OurSiteName.html – Allowed
• http://www.OurSiteName.Yoursite.com – Not Allowed
• http://www.YoursiteOurSiteName.com/ – Not Allowed

6.5.13. Without Our prior consent – attempt to market or drive traffic to any of the Websites within territories which are Restricted Territories, attempt to circumvent any restriction which We have put in place to prevent Potential Customers from Restricted Territories from signing up as Customers, or attempt to disguise the geographical location of a Customer.

6.6. You shall not use or modify the branded informative materials in any way unless you have obtained Our prior written consent. You shall only use the branded informative materials in accordance with the terms of this Agreement, any guidelines We provide to You on the Website or otherwise from time to time and any applicable laws and other customized promotional materials provided to You will be at Your cost and deducted from Affiliate Fees. During the term of this Agreement, and subject to Your adherence to all provisions of this Agreement, We grant You a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Your obligations under this Agreement. You may use the Branded Informative Materials only as long as this Agreement is in effect. The use of the branded informative materials is only to deliver traffic to the Website and is not allowed to be used by any other 3rd parties or any other websites.

 

7. BRANDED INFORMATIVE MATERIAL USE

7.1. Once successfully registered as an Affiliate, You will have access to Our banners, text and/or other online and offline promotional materials and certain Intellectual Property (collectively “Approved Marketing Material”). You may place said Approved Marketing Material on Your site, and/or utilize them via e-mail and/or direct marketing and/or social media and/or print media but You may not use any Intellectual Property of the Company (notably without limitation related to the Brand or related trademarked material) with respect to mobile applications, notably without limitation as keywords for any mobile application or to impersonate the Company or the Brands, or create confusion as to the origin and/or nature of the goods and services provided within the scope mobile application. These are the designated methods by which You may advertise the Products and the Company and/or Brands.

7.2. It will be Your responsibility to ensure that the use of such Approved Marketing Materials is strictly in accordance with any specifications, obligations and/or limitations in these Terms and Conditions and any Applicable Law. Fenikss Affiliates reserves the right to request You to take down any form of use of the Approved Marketing Material which it deems to be non-compliant with this Agreement or Applicable Law or infringing Intellectual Property of the Company.

7.3. Should You be in any doubt, please contact affiliates@fenikssaffiliates.com  or your Account manager before publication. All Approved Marketing Material must be kept current and You shall utilize new Approved Marketing Material forthwith after it is made available to You by Us.

 

8. DIRECT COMMUNICATION

8.1. For any promotion of the Website You carry out through email, SMS, or similar direct channel marketing, You undertake and warrant that every such email, SMS, and other direct channel marketing communication and all Your Direct Marketing Channels practice shall comply with the provisions of this Clause 8. If an Affiliate is planning to send any kind of direct communication, You must first obtain specific and explicit permission from Us to send such direct marketing communications.

8.2. If such permission is granted by Us, you must ensure that:

8.2.1. You shall not send any Direct Marketing Communication to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications.

8.2.2. All marketing communications sent to individuals shall clearly identify the sender of such communications as well as the Company or Brand and shall contain simple, free, and appropriate means for the recipient to unsubscribe from future marketing communications.

8.2.3. You shall comply with (and ensure that its performance under this Agreement does not put You and/or the Company in breach of) all applicable Data Protection Laws, privacy, marketing, and electronic marketing legislation, both within or outside the EU as may be applicable, including, without limitation, the EU General Data Protection Regulation (EU2016/679) and national laws supplementing its direct application or otherwise ensuring equivalent protection Directive 2002/58/EC, as transposed or modeled under national legislation, the jurisdiction where the Brand operates and all subsidiary legislation under such Act, and any other applicable legislation., Any form of processing (as defined under the GDPR) and/or storing of personal data (including without limitation any e-mail addresses, IP addresses, or opt-in record information) on the Company’s behalf shall be covered by a separate and relevant data protection agreement.

8.2.4. Make sure to provide any and all necessary assistance to Us in order to enable Us to 

comply with Our data protection and marketing obligations in respect of this Agreement.8.2.5. Upon Our request, you shall provide all documents, information, data or other materials required by Us to evidence compliance with this Agreement and with any data protection and electronic marketing communications requirements (including, without prejudice, evidence of all opt-in consent received by individuals in respect of receiving marketing for the Products and/or services, when and how such opt-in consents were achieved, and the language provided to individuals to obtain such opt-in consent).

8.2.6. Make sure to immediately notify Us in the event that You receive, or have a reason to believe You could receive, a complaint from an individual or a competent regulator in respect of data protection and Your marketing practices.

8.2.7.You shall, upon the termination of this Agreement or following receipt of notice from Fenikss Affiliates, immediately cease sending any communications to any individuals in respect of the Products and/or services.

8.2.8. You warrant that every Direct Marketing Communication sent by You or on Your behalf shall comply with the following requirements:

8.2.8.1. The communication makes it clear and unambiguous that it is driving traffic to the Website;

8.2.8.2. If such communication includes any promotional offers (for example, the payment of free tickets to Potential Customers) or any promotional competitions or games, that the promotion, competition, or game is clearly identified as such and that any conditions which the Potential Customer must meet in order to qualify for the promotion, competition or game are set out clearly and unambiguously in the communication;

8.2.8.3. You shall not send any such communications to persons under the age of 18 or under the age of legal consent (whichever is higher) in the country of the proposed recipient(s) of any such communication;

8.2.8.4. Any such communications shall only promote the Website (and not any third parties, third-party services, and/or third-party sites) and shall not include any content other than Our Marketing Materials;

8.2.8.5. You shall include a true name in the communication in the “From” line of any email or in the ‘From’ phone number and not a sales pitch or marketing message. Any such communication must clearly identify You as the sender of the communication and You shall not falsify or otherwise attempt to hide Your identity. For the avoidance of doubt, you shall not represent or attempt to give an impression that such communication is sent from Us or on Our behalf;

8.2.8.6. You do not mislead the recipient(s) with regard to the content and purpose of the communication;

8.2.8.7. You provide an adequate, functioning, and conspicuous “opt-out” or “unsubscribe” option in every communication;

8.2.8.8. The communication must include a valid address to which the recipient can respond to opt-out/unsubscribe of future marketing communications. The reply address must be active for at least thirty days after sending the communication. You also include a physical business address in any such communication;

8.2.8.9. You honor expeditiously any opt-out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any person who indicates (by whatever means) that he does not wish to receive any further marketing communications;

8.2.8.10. You include a link to Your privacy policy in any such communication.

8.2.9. You have to ensure that you have performed suppression of your mailing lists to exclude any individuals that are self-excluded from our gambling platform or any other individuals who should not receive our Brand/s informative materials after our notice. You, as the Affiliate, need to make sure that a player who has self-excluded from any of our brands, does not get targeted after the self-exclusion and you are solely held responsible for the content and manner of the activities that are carried out there on after.

8.2.10. Any form of breach of Clause 8.2. will result in Your account immediately being placed under review and any Fees due to You being withheld pending an investigation. We shall be entitled to enforce a Penalty pursuant to Clause 13.1, which will be deducted from Your account. If this occurs, the amount of the Penalty will be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us in accordance with Clause 13.1 (including without limitation expenses and/or damages in dealing with such breach of this Clause, or being blocked by third party Internet Service Providers) not be covered by funds in Your account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You at the first instance.

8.3. You shall make sure that all campaigns comply with all advertising guidelines and legislation in the relevant Markets for the term of this Agreement, including but not limited to:

Should You require more information regarding this Clause or wish to report any incidences of breach of this Clause, please contact us at affiliates@fenikssaffiliates.com

 

9. PAYMENT

9.1. The Company agrees to pay the Affiliate the Commission. The Commission shall be deemed to be inclusive of value-added tax (“VAT”) or any other applicable tax. The Affiliate shall be entitled to receive the Commission exclusively in respect of New Customers.

9.2. The default Commission shall be set at twenty percent (20%) revenue share of Net Revenue unless otherwise agreed between the Parties in writing.

9.3. Payment of Commissions shall be made via Bank Transfer to the Affiliate’s personal/Company’s account. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

9.4. All taxes due in connection with any payments to You are Your sole liability. You are solely responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes, including, but not limited to, VAT, levies, duties, income taxes, and other charges in respect of Your income from or in relation to this Agreement and for collecting and paying the income tax and social security contributions in respect of Yourself and Your staff, if You have any staff. For the avoidance of doubt, it is hereby clarified that We will not increase the fees payable as Affiliate Fees due to any tax, levy, duty or charge (including, but not limited to, VAT) imposed on the payment of the Affiliate Fees, and all Affiliate Fees are inclusive of any such tax, charge, duty and/or levy (including, but not limited to, VAT).

9.5. The Commission is calculated on the first day of each month by the system. Till the fifth (5th) of each calendar month, you should send us an Invoice, and payments shall be made once per month till the fifteenth (15th) of each calendar month.  Every deal shall be bespoke to suit the individual affiliate, but if no minimum threshold has been agreed upon in writing prior, the standard minimum threshold for payments shall be Five Hundred Euros (€500) on SEPA Bank Wire Transfer If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commission collectively exceeds the Minimum Threshold.

9.6. All payments will be due and payable in Euros. Any charges in connection with transferring the Affiliate Fees to You will be covered by You and deducted from Your Affiliate Fees. For the avoidance of doubt, We have no liability to pay any currency conversion charges or any charges associated with the transfer of money to Your bank account. You might be asked to forward an invoice for the payment received.

9.7. Should You fail to send us an invoice, or otherwise fail to claim any amount due to You within twenty-four (24) months from when the such amount becomes due, such amount shall be written off and will no longer be due to You.

9.8. If the Affiliate disagrees with the balance due as reported, it shall notify the Company within fourteen (14) days from the date of payment and state the reasons for the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered an irrevocable acknowledgment of the balance due for the period indicated.

9.9. The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to ninety (90) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.

9.10. No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.

9.11. For the avoidance of doubt, wherever We suspect that You or a Referred Player has committed fraud, We reserve the right to deny You payment related to the same without providing You with a detailed report or explanation thereto.

9.12. The Affiliate agrees to immediately return all Commission received based on fraudulent or falsified transactions and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees, and costs).

9.13. For the markets where there is a tax and/or VAT applicable, the tax will be deducted from the player’s Gross Gaming Revenue (GGR). If this does not happen automatically by the system, the Company shall deduct the tax and/or VAT manually by the end of the month. The Commission may be reduced due to the above-mentioned reasons.

9.14. The Company reserve the right to review the Affiliate activity, set up a limit for a minimum level of the activity as well as change a Commission Plan accordingly and terminate an agreement if limits are not reached.

 

10. ADDITIONAL PAYMENT RULES

10.1. Affiliate Deal models:

10.1.1. Profit Share Deals or Revenue Share (RS) Deal – You will receive a payment based on income generated by Your Referred Players, based on the model outlined below. We reserve the right to change such a model at any time and without notice;

10.1.2. Hybrid Deal – Combination of Profit Share Deals and CPA. For the avoidance of doubt, the terms applicable to Profit Share Deals are as outlined in Clause 10.2. and the terms applicable to the CPA Deals as outlined in Clause 10.4. shall also apply to Hybrid Deals;

 

10.2. Calculation of profit share

• Earnings between €0.01 and €999.99 – 20% Net Win across all Products by Referred Players.
• Earnings between €1,000 and €9,999.99 – 25% Net Win across all Products by Referred Players.
• Earnings between €10,000 and €19,999 – 30% Net Win across all Products by Referred Players.
• Earnings between €20,000 and €34,999.99 – 35% Net Win across all Products by Referred Players.
• Earnings over €35,000 –  40% Net Win across all products by Referred Players.

10.3. Unless agreed otherwise between the Parties in writing, the first twenty (20) Referred Players under the CPA Deal are to be considered as a test phase in which We will assess the quality of the Referred Players. After the test phase has been completed, We shall, in Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.

10.4. You will not knowingly benefit from known or suspected traffic which, in Our reasonable opinion, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Company (notably without limitation the Brand) in conjunction with mobile applications or contrary to this Agreement, whether or not this actually causes damage to the Company or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like hybrid part Cost-Per-Acquisition (‘CPA’), referring players which We deem low-value.

 

11. TERMINATION

11.1. The terms of this Agreement will commence on the date of approval by Fenikss Affiliates of Your registration in accordance with Clause 3 and shall continue until terminated on notice by either Party.

11.2. Fenikss Affiliates may terminate this Agreement at any given time, without assigning any reason thereto, with such termination being effective immediately. 

11.3. You may terminate this Agreement, with or without cause, immediately upon written notice to Us that You may send by email marked “Termination” to affiliates@fenikssaffiliates.com. For the avoidance of doubt, termination of the Agreement will end Your participation in the Affiliate Program as a whole.

11.4. For the purposes of notification of termination, either Party shall notify the other in writing, and notification via e-mail will be considered as a written form of notification and the Agreement shall terminate accordingly. 

11.5. Upon termination you must immediately remove all of Fenikss Affiliates banners/icons from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Fenikss Affiliates Websites. All rights given to you in the Affiliate Agreement shall immediately terminate. You will return to Fenikss Affiliates any confidential information and all copies of it in your possession, custody, and control and will cease all uses of all Fenikss Affiliates Intellectual Property Rights.

11.6. Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to Fenikss Affiliates during the term shall not be payable to the Affiliate as from the date of termination. All monies earned by Fenikss Affiliates from such New Customers shall, as from the date of termination, be retained solely by Fenikss Affiliates.

11.7. In the event of termination of this Agreement for any reason: 

11.7.1. You will take immediate steps to transfer ownership to Us of any derivative URL established by You, at a cost to Us not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. 

11.7.2. You and Fenikss Affiliates and Our electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall 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 that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination and shall not affect or limit in any way Our rights. 

11.7.3. You will only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Agreement, You shall not be entitled to any unpaid Fees generated after the breach occurred, irrespective of whether this Agreement has been terminated or otherwise until such breach is remedied. Upon termination of the Agreement, You will not be entitled to any Fees generated relating to any Referred Players directed to the Company, and all money earned by the Company from such Referred Player shall be retained in whole by the Company. 

11.7.4. Fenikss Affiliates may withhold the final payment for up to three (3) months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Referred Customers after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.

 

12. LIABILITY

12.1. Your liability, whether under contract, tort, or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by Fenikss Affiliates or the Company including loss of profits, revenue, business, contracts, anticipated savings.

12.2. For the avoidance of doubt, You shall also be solely liable towards Us for breaches of this Agreement by Your Affiliate Networks or any subcontractors or third parties You engage.

12.3. We will not be liable for any damages whatsoever, including direct, indirect, special, punitive, or consequential damages, or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Programme, or any other matter which cannot be excluded or limited by Laws.

12.4. Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, employees, representatives, consultants, agents, or shareholders.

12.5. Parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, sales representative, or employment relationship between the Parties.

12.6. Affiliates have no authority to make or accept any offers, representations, or obligations on our behalf. As well as you will not make any statement, whether on your Site or otherwise.

 

13. MISCELLANEOUS

13.1. Contractual penalty. Notwithstanding anything to the contrary, in case of Your breach or threatened breach of any of the provisions of this Agreement as well as any direct violation thereof, You shall be liable to pay a penalty of fifty thousand Euro (€50,000) to Us for each such individual breach or threatened breach of this Agreement as provided herein (hereinafter referred to as “Penalty”). The payment of the Penalty to Fenikss Affiliates shall be without prejudice to Fenikss Affiliates’ right to claim compensation for any damage (including without limitation any indirect or consequential damage, loss of profits, or any expenses incurred in relation to the breach or threatened breach) that exceeds the Penalty, which right shall not be affected nor limited by the payment of the Penalty. Furthermore, without prejudice to the Penalty, We shall be entitled to seek any equitable relief as a remedy for such breach, including injunctive relief concerning any threatened or actual breach of any of the provisions of this Agreement as well as any direct violation thereof. The Penalty becomes due as of the moment of the occurrence of the breach or the moment of threatened breach, and if this is not paid on the first demand, the late payment interest in the maximum amount allowed by the Laws of the Republic of Latvia shall accrue.

13.2. Disclaimer. We make no express or implied warranties or representations with respect to the Affiliate Programme, about Fenikss Affiliates, or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality, or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Fenikss Affiliates Affiliate Account system and the Fenikss Affiliates database, the database shall be deemed accurate. 

13.3. Relationship of Parties. Fenikss Affiliates and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.

13.4. Mutual Support. Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose, and object of this Agreement. You shall comply with, inter alia, all legislation, obligations, and requests, as required by Us or by any authority in accordance with applicable legislation in the jurisdiction in which You or We are domiciled or operate in. You warrant that You will co-operate with Us fully and promptly in the event the We request information on Your practices and You agree that We may reasonably monitor such practices to ensure compliance with applicable legislation. Should Fenikss Affiliates discover non-compliance with any applicable legislation, Fenikss Affiliates reserves the right to take any action which it deems necessary, including but not limited to terminating this Agreement with immediate effect, immediate closure of Your Affiliate Account, and withholding funds due to You. You agree to indemnify Fenikss Affiliates for any damages suffered as a result of a breach of this Clause and this Agreement and Fenikss Affiliates further reserves the right to take any action to which it may be entitled, in the event that it suffers any damage whatsoever due to Your non-compliance with this Clause or this Agreement.

13.5. Non-Waiver. Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement. No modifications, additions, deletions, or interlineations of the Affiliate Agreement are permitted or will be recognized by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to the Affiliate Agreement or its terms.

13.6.  Confidentiality. All Parties hereby acknowledge that all data and information, including, but not limited to terms of any additional agreement entered into between Parties, shall remain strictly confidential and shall not be utilized directly or indirectly. Furthermore, the Affiliate shall not during the Agreement or at any time after the termination of the Agreement, use any such confidential information as indicated herein for himself or for any other third party whosoever, for any reason or purpose whatsoever.

13.7. Assignability. Fenikss Affiliates may, without Your prior written consent, assign this Agreement to any company forming part of the Group or otherwise. You may not assign this Agreement, by operation of law or otherwise, in whole or in part, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.

13.8. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to, labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, war, floods, lightning, utility or communications failures, earthquakes or another casualty as well as the impact of a pandemic. If such an event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented, provided that when the force majeure event ceases, such non-performing Party shall inform the other and resume its obligations pursuant to this Agreement.