Blackjack Heaven Affiliate Program Agreement
Blackjack Heaven ("BJH") is in the business of
producing, marketing and promoting online gaming services (the "Service"),
which are accessed on the Internet through the use of a personal computer,
modem and/or direct Internet access.
The Referral Company or person ("Referral
Company") desires to obtain
from BJH and BJH agrees to grant the Referral
Company, the non-exclusive right and license to advertise, market and promote
the Service and the BJH Affiliate Program. BJH
shall reimburse the Referral Company for these promotional services in accordance
with the following terms and conditions:
1. Grant of Promotion and Distribution License
1.1. BJH grants the Referral Company the non-exclusive, non-transferable
right and license to advertise, market and promote the Service ("Promotion
Rights") in accordance with the terms and conditions hereof. All other
rights and licenses not expressly granted to the Referral Company herein are
reserved by BJH.
2. Obligations of BJH
2.1. BJH shall retain the right to provide the Service and
operate its Affiliate Program in any form BJH deems appropriate;
and retains the right to change any part of the Service, at any time and in
any manner BJH deems appropriate, and make alterations to its
Affiliate Program without prior notice to the Referral Company. However, any
strategic change of policy towards the Referral Company, such as the cancellation
of any part of the Service at any time, shall be made with prior notice to
the Referral Company.
2.2. BJH shall retain the right to cancel
any part of the Service or alter and/or close its Affiliate Program at any
time and in any manner BJH
deems appropriate. However, should BJH wish to cancel any
Promotion Rights because of any failure or breach of these Terms and Conditions
on behalf
of the Referral Company, BJH shall give the Referral Company
notice of this fact in order to give the Referral Company the opportunity
to make desired modifications. Cancellation shall be effective seven (7) days
after notice of cancellation to the Referral Company unless the desired modifications
have been made and/or other terms have been agreed upon within this seven-day
period.
2.3. Notwithstanding the terms of these Terms and Conditions, BJH
shall not be held responsible or liable for any loss of income, or loss of
the ability to produce income, incurred by the Referral Company; even if
such losses should arise from the inability of BJH to deliver
the
Service and/or operate its Affiliate Program as stipulated in these Terms
and Conditions for any reason whatsoever, whether BJH is at
fault
or whether a third party is at fault.
3. Obligations of The Referral Company
3.1. The Referral Company shall use its best efforts to actively and effectively
advertise, market and promote the Service and, optionally, the BJH
Affiliate Program as widely as possible so as to maximize the benefit to the
Referral Company and to BJH.
3.2. The Referral Company shall
engage only in advertising, marketing and promotional efforts which do not
violate any law, and which reflect positively upon the
business reputation of BJH. In particular, the Referral Company
agrees to market the Service and, optionally, the BJH Affiliate
Program in a manner that is consistent with the content and style of the
Service. In connection therewith, BJH shall have the right
to review
and approve the manner and methods of advertising, marketing and promotion
used by the Referral Company in connection with the Service and the BJH
Affiliate Program. Approval shall not be unreasonably withheld.
3.3. Approval
may be withheld if BJH determines, in its sole discretion,
that the activities of the Referral Company would tend to impair
or reduce the value of the goodwill and business reputation of BJH
and/or would expose BJH to legal liability.
3.4. Notwithstanding
the approval by BJH given in accordance with section 3.2
of these Terms and Conditions, BJH shall
under no circumstances be held liable for--and the Referral Company shall
indemnify,
defend and hold BJH harmless against--any and all claims
asserted against BJH by reason of the Referral Company's
marketing and
promotional efforts.
The Referral Company shall bear all costs and expenses
incurred in connection with the advertising, marketing and promotion of the
Service and/or the
BJH Affiliate Program; including without limitation,
all costs directly related
to marketing.
4. Compensation
4.1. As used herein, the Referral Company's compensation ("Referral Percentage")
shall be defined as the compensation due to the Referral Company, based on
(1) a percentage of actual monthly gross revenue ("Net Gaming") generated
by the customers ("Users"), who have been identified as having utilized
the Service as a result of having first been referred to the Service by the
Referral Company and (2) a percentage of the Net Gaming-based commission earned
by each BJH Affiliate Program participant, who has been identified
as having been first referred to join the BJH Affiliate Program by
the Referral Company.
For Casino, the monthly gross revenue or "Net Gaming" is calculated
as the monthly account deposit sum of referred customers minus the sum of referred
customers' current account balances minus referred customers' total account
withdrawal sum.
For Poker, the monthly gross revenue or "Net Gaming" shall mean the
total monthly amount of rake collected from referred customers. (A detailed
calculation of the rake can be obtained from BJH.)
The Referral Company who refers others to join the BJH Affiliate Program
shall be defined as the "Parent Partner." Each referred program participant
shall be defined as a "Sub-Partner" of the "Parent Partner." The
BJH Affiliate Program allows the Referral Company, in the capacity
of acting as a "Parent Partner," to earn compensation based on a
percentage of the commission earned by each Sub-Partner on no more than five
(5) "Sub-Levels" (wherein Sub-Partners on "Sub-Level 1" are
those directly referred to the affiliate program through the links on the Parent
Partner's web site and Sub-Partners on "Sub-Level 2" are those referred
to the affiliate program through a link on a web site belonging to a Sub-Partner
on Sub-Level 1 and so forth.)
The actual Referral Percentage
shall be equal to:
(1) 30% of gross monthly revenue ("Net Gaming") up to USD 100,000
generated by Users who utilize the Service after first having been referred
to the Service by the Referral Company. The actual percentage on any and all
gross revenue in excess of USD 100,000/month (received from Users who utilize
the Service after having first been referred to the Service by the Referral
Company) shall be subject to a separate agreement between the parties, plus
(2) 10%-1% of the monthly Net Gaming-based commission sums earned by the Referral
Company's Sub-Partners on Sub-Levels 1-5. The actual percentages for each Sub-Level
applied in the calculation of the Referral Percentage payable to the Referral
Company are specified in the table below:
Sub-Level
|
Applied Percentage
|
1
|
10%
|
2
|
8%
|
3
|
5%
|
4
|
2.5%
|
5
|
1%
|
4.2. Boss Casinos shall, upon the request of the Referral Company, pay the
Referral Company each month for services rendered during and/or before the
preceding calendar month. Payments that have been requested and approved shall
be made prior to the 20th day of each month by making the funds payable to
the Referral Company. If the total payable amount of compensation to the Referral
Company in any given month is less than USD 50, the amount shall be made payable
a succeeding month, when the accumulated amount is greater than or equal to
USD 50.
4.3. For the Poker product, the affiliate is responsible for their commission structure of the bonus cost. (ie 30% bonus cost if on 30% commission)
4.4. BJH shall have the right to withhold any and all
payments to the Referral Company if the Referral Company is in breach of
these Terms
and Conditions.
5. Term of Duration and Cancellation
5.1. BJH has the right to cancel Promotion Rights with immediate
effect if the Referral Company is in material breach of these Terms and Conditions.
Such breach includes, but is not limited to, situations when the Referral Company
engages in advertising, marketing, distribution and promotional efforts that
would impair the goodwill and business reputation of BJH or
would expose BJH to legal liability.
5.2. Upon the cancellation
of Promotion Rights, the Referral Company shall immediately return to BJH
any and all materials, over which
BJH has a proprietary right, that are in the Referral Company's
possession and/or in the possession of the Referral Company's agents, servants
and employees. The Referral Company shall also immediately remove any hyperlinks
and materials, over which BJH has a proprietary right, from
the Referral Company's web site and/or the web sites of the Referral Company's
agents.
5.3. If Promotion Rights are canceled, and the Referral Company is
not in default of these Terms and Conditions, the Referral Company shall
have the
right to
continue to receive a Referral Percentage as defined in Section 4.1 for
four months after the day Promotion Rights are cancelled.
5.4. Users that utilize
the facilities and services of BJH, and all information relating
to such Users, shall remain the property of
BJH at all times.
6. Account Statements
6.1. All payments due to the Referral Company shall be made on or before the
twentieth (20th) day of each month, and will reflect payment for services rendered
during and/or before the preceding month. Payment shall be accompanied by a
written statement that specifies the calculation of the sum to be paid to the
Referral Company based on the terms defined in Section 4.1. In addition, statements
may be adjusted by BJH from time to time to reflect overpayments,
customer chargebacks and/or credits or underpayments to customers by BJH
6.2.
The Referral Company shall have the ability to monitor the Referral Percentage
and payments in real time on a secure web site through the use of an online
monitoring system.
7. Exclusivity, Non-Competition and Ownership of Servicename
7.1. The Referral Company agrees, understands and acknowledges that BJH
may enter into agreements of this type with third parties to promote the Service
or a similar version thereof.
7.2. The Referral Company has not paid for the
use of the trademarks, logos, copyrights, trade names or designations belonging
to BJH, and
nothing contained in these Terms and Conditions shall give the Referral Company
any right to, title to or interest in any of them.
7.3. The Referral Company
acknowledges that BJH owns and retains all copyrights and
other proprietary rights, as well as any software
supplied
by BJH, in all of the foregoing. The Referral Company shall
not assert any claim or interest in any trademark, trade name, copyright,
service mark or logo belonging or licensed to BJH, or do
anything to
adversely affect their validity or enforceability. This includes any act
or assistance in any act that may infringe upon, or lead to the infringement
of,
any software copyright.
7.4. Without limiting the generality of the foregoing
terms, the Referral Company shall not itself attempt, or assist any third
party in attempting,
to register
any trademark, trade name or other proprietary right with any governmental
agency (federal, provincial, local or otherwise) or with any other entity
or authority without the express, unequivocal and unambiguous prior written
consent
of BJH. The Referral Company shall not attach any additional
trademarks, logos or trade designations to the Software; and shall ensure
that none of the trademarks (or any variations thereof) appear in any
portion of
the Referral Company's name or any name under which the Referral Company
conducts business. The Referral Company shall not affix a trademark,
logo or trade name
of BJH to any non-BJH product. The Referral
Company shall not alter, erase, deface or overprint any notice of proprietary
rights on anything provided by BJH.
8. Confidentiality and Non-Disclosure
The Referral Company and BJH each agree that each may have
access to, and become acquainted with, confidential information of the other.
The Referral Company and BJH each specifically agree not to
misuse, misappropriate or disclose any such confidential information, directly
or indirectly, to any third party.
9. Representations, Warranties and Indemnity
9.1. The Referral Company warrants, represents and covenants to BJH
that that it has all necessary rights, licenses, permissions and business permits;
and will comply with all applicable laws, rules and regulations in connection
with promoting the Service and/or the BJH Affiliate Program
to Users and others.
9.2. The Referral Company agrees to indemnify and render
BJH harmless against claims, liabilities, causes of action,
damages, judgments,
costs and expenses arising out of, or in any way connected with, any breach
or alleged breach by the Referral Company of any representation, warranty
or agreement contained in this Section 9 or elsewhere in these Terms and Conditions.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws
Of Curacao.
