GENERAL DEFINITIONS AND INTERPRETATIONS
1.1 In completing
the Affiliate Sign Up Form, and, subsequently marketing and referring Customers
to any website owned, operated or powered by Harry?s Partners and its wholly
owned subsidiary Ragnar Commercial Inc which on the Affiliate Sign Up Form you
elect to promote ("Our Website"), you agree to be bound by all the
terms and conditions set out in this agreement.
1.2 In this
Agreement unless the context otherwise requires:
Sign Up Form" means the form which you complete and submit to become a
Harry?s Partners affiliate;
means display banners taking the form of hyperlinks which appear on Website
Information" means all information about us which is not publicly known
and that is disclosed (by whatever means) by us to you;
means individuals who:
(1) have had no
prior account with Our Website;
(2) we have no
previous record of their personal email address or other details that we deem
to show connection between accounts;
(3) access Our
Website solely through clicking links to Our Website on Your Website;
(a) open an
account with Our Website; and
(b) make a
deposit and game and/or place bets with Our Website,
with both (a) and
(b) occurring within thirty (30) days of accessing Our Website pursuant to (3)
in this definition above.
Property Rights" means any and all patents, trademarks, service marks,
rights in designs (including semi-conductor topography design rights and
circuit layout rights), get-up, trade, business or domain names, goodwill
associated with the foregoing, e-mail address names,? copyright including
rights in computer software (in both source and object code) and rights in
databases (in each case whether registered or not and any applications to
register and rights to apply for registration of any of the foregoing), rights
in inventions and web-formatting scripts (including HTML and XML scripts),
know-how, trade secrets and other intellectual property rights which may now or
in the future subsist in any part of the world including all rights of
reversion and the right to sue for and recover damages for past infringements;
Revenue" means the following:
In relation to
sports betting, the figure resulting from the calculation of the betting
revenues generated by Customers actually received by us less the winnings, less
any credits, bonus or promotional amounts given to Customers, administration
percentage fees, processing charges, chargebacks or any uncollectible revenue
attributable to the Customers;
In relation to
casino and games, the sum total of all Customers' gross bets less payouts (as
calculated by Our Website), less any credits, bonus or promotional amounts
given to Customers, administration percentage fees, processing charges,
chargebacks or any uncollectible revenue attributable to the Customers;
Code" means a code used to link Customers to a specific affiliate account;
Website" the website which you notify to us on the Affiliate Sign Up Form.
means all existing and future brands that are belong to the Harry?s Partners
PROGRAM APPLICATION AND ENROLMENT
2.1 By providing
us with a completed Affiliate Sign Up Form, you agree to abide by these Terms
and Conditions ("Application"). We will evaluate your Application and
notify you in writing of whether you have been accepted into the Affiliate
Program or not. We may reject your Application if we determine that Your
Website is not suitable for the Affiliate Program for any reason.
2.2 Identity and
Disclosure. You must provide true and complete information to us at all times;
including but not limited to, your identity, contact information, payment
instructions, nationality, residency, location and nature of your marketing
activities, and any other information that we may reasonably request in
relation to your Application.
MARKETING ACTIVITIES AND RESPONSIBILITIES AND OTHER AFFILIATE OBLIGATIONS
3.1 Solely at
your own cost and expense, you shall market and refer potential Customers to
Our Website and you shall also promote our brands on Your Website, promotions
and marketing campaigns.
3.2 You shall
consistently provide us each month during the term of this Agreement with a
number of Funded Sign-Up's, to be determined by us, acting reasonably. These
accounts will be owned by Harry?s Partners as soon as they sign up to our
3.3 You will be
solely responsible for the content and manner of your marketing activities.
3.4 You will not
actively target your marketing to minors, including any persons who are less
than 18 years of age in the U.K., Europe, Russia, South America and 19 years in
Canada, regardless of the age of majority in the location you are marketing.
3.5 We will make
available to you, banner advertisements, button links, text links, poker tools,
and other appropriate links or advertising material to place on Your Website
which shall all relate to and/or link to Our Website (collectively referred to
hereinafter as a "Link"), Such Links are provided to you on the basis
of a non-exclusive, limited, non-transferable, "terminable on demand"
license, which you may display on Your Website.
3.6 You shall not
commercialize the Links other than on Your Website, display data from the Links
via any electronically accessible medium other than Your Website without our
express written consent or use the Links in any way which proves or is likely
to prove detrimental to us. You cannot open a social media account (Facebook,
Twitter, YouTube etc.) on behalf of us and mislead people or claim that your
website is our official partner site. If you are aiming to promote us through
social media, you must get our written approval and you must report us your
activities regularly. You shall ensure that all advertising or promotional
activity made through any media (including social media) and on any format is
made in compliance with the applicable laws and any applicable rules of the
media chosen for the respective activity. You agree to indemnify us and holds
us harmless for any claims, fines, penalties or damages we may have to pay as a
result of the activities performed by you, irrespective of their nature.
3.7 You may not
advertise Our Website in any other way including, without limitation, the use
of spam e-mails. If we find that you have participated in such activities, we
have the right to close your account immediately and withhold all earnings. You
may not advertise Our Website on copyright infringing websites (for example,
file sharing and streaming sites). If we discover such infringement made by
you, we are entitled to terminate your Affiliate account immediately and
withhold all earnings due to you from the date the activity first took place
until the date of termination.
3.8 In the event
that you desire to offer certain incentives to potential Customers you are
required to receive our prior written approval for such incentives prior to
your commencement of such activity. In the event that you do not receive such
approval and offer such incentives, we have the right to cancel your
participation in the program, and not pay you any commissions due and payable
3.9 You will only
use the Banners and any other marketing materials that have been provided by us
and/or pre-approved by us (collectively the "Marketing Materials").
You can only use the materials we provide to you. Also, it is your
responsibility to use up to date materials and up to date information on your
site. If we notice the usage of unauthorized materials, we will expect you to
remove those materials in 72 hours after our warning to you. Any promotion of
unauthorized bonus codes will result in revenues received with these bonus
codes being deducted from your monthly commissions.
3.10 You will
only redirect traffic to your own affiliate landing page. Any traffic to our
websites, whether or not in connection with our brands, shall empower us, at
our own discretion to block your Affiliate account as well as any incoming
traffic with immediate effect, without any prior formality. We also reserve the
right to suspend/ terminate this Agreement with immediate effect and to stop
any payments of commission towards you.
3.11 During the
term of this Agreement, we grant you a terminable, non-exclusive,
non-transferable right to use the Marketing Materials we provide for the sole
purpose of marketing to and referring potential Customers to Our Website.
Generally, we will provide you, without charge, the guidelines, graphical
artwork and permitted text to use in promotional materials.
3.12. You can
only have a single Affiliate account. In case you have more than one account,
we reserve the right, at our own discretion to block any one of them, and no
payment of any commission in relation to any accounts connected to this
account, without any financial or other type of liability on our side towards
MARKETING ACTIVITIES AND RESPONSIBILITIES, SEARCH ENGINE OPTIMIZATION, AND
OTHER AFFILIATE OBLIGATIONS.
employing a Search Engine Optimization strategy for any search engine you shall
adhere to the following obligations:
(a) You shall NOT
bid on the brands of Harry's Partners;
(b) You must NOT
display the brands or brands name of Harry's Partners in your display URL;
(c) You must NOT
claim that you are Harry's Partners brands' official site;
(d) You must NOT
use the brands or the brands' name of Harry's Partners, or claim to be the
official site of, in your meta information on any page of your site;
(e) You must NOT
use the brands or brands, name or misspelling or variation of the Harry's
Partners sites in your display URL. Harry's Partners has the right not to pay
your commission in the event of noticing these sites. If we notice such action
you must immediately transfer these domain names to Harry's Partners.
(f) You cannot
index your affiliate Tracking Code to the search engines. It is your
responsibility to monitor it.
(g) You MAY
include "brands" or brands' name of Harry's Partners in the sub
folders of the display URL's in your Search Engine Adverts.
(h) You MAY NOT
use meta refreshes to redirect traffic from your PPC advert
(i) You MUST use
no follows on all links taking customers from your site to brands or to the brands'
names of Harry's Partners. This includes link shortening as well.
(j) You MAY NOT
copy and/or replicate any brand code or content on any other website;
(k) You must NOT
modify or change the Tracking Code you are using for any Harry's Partners brands'
; Any custom modification may cause tracking issues and errors for which
Harry's Partners has no responsibility.
(l) You must NOT
open social media (Facebook, Twitter etc.) accounts on the Harry's Partners
brands names and you must NOT make announcement or run promotions through these
accounts. In the event of noticing these accounts you must immediately transfer
them to Harry's Partners usage;
(m) You must NOT
use a similar design concept of?Harry's Partners brands on your web site.
You warrant and undertake that:
(a) You have full
authority and capacity and all necessary permits, consents and licences to
enter into this Agreement and the Affiliate Sign Up Form;
(b) You will at
all times conduct yourself with all due skill, care and diligence;
(c) You will
comply with any security guidelines and requirements as may be issued by
Harry's Partners from time to time;
information you provide to us is correct and you will notify us immediately of
(e) You have
obtained and will maintain in force all necessary registrations,
authorizations, consents and licenses to enable you to fulfil your obligations
to us under this Agreement and you will comply with all applicable laws and
(f) Your Website
will not contain any material which is defamatory, violent, unlawful,
threatening, obscene or racially, ethnically, or otherwise discriminatory or in
breach of any third-party rights and shall not link to any such material;
(g) We may
monitor Your Website to ensure you are complying with the terms of this
(h) Neither you
nor your immediate family may become Customers at Harry's Partners brands and
you shall not be entitled to any payment under this Agreement in relation to
such family. Immediate family for the purposes of this clause shall mean your
spouse, parent, partner, child or sibling.
(i) When informed
via email, telephone, or fax of changes to the primary acquisition or any other
customer bonus you will update all website content, banners and other
promotional material to correctly represent the stated changes within 48 hours.
Any Customers referred to Our Website via a link or banner displaying incorrect
bonus information after this period, we hold the right, acting reasonably, to
withhold due commissions that have originated under from these customers.
(j) you must not
engage in any form of misleading/deceptive marketing.
5. OBLIGATIONS ON AN AFFILIATE
5.1?Harry's Partners will require all its
5.1.1 To source
all databases legitimately;
communicate with all data subjects lawfully;
5.1.3 To comply
with the privacy statement of Ragnar Commercial Inc as set out on the website
5.2 To ensure
that content is not unlawful and/or that it will not expose any entity
disseminating it to legal action. Affiliate marketing content must not contain
or include text or images that may be reasonably considered to:
5.2.1 be obscene;
5.2.2 be racially
specific appeal to minors or other categories of vulnerable persons;
participation to fate or similar;
5.2.7 create any
superstitions or religious connection with participating in gambling;
5.2.8 make any
association with sexual prowess or similar;
unreasonably or unnecessarily provocative or offensive, either generally having
regard to local practices, customs or sensitivities;
third party requirements including but not limited to, not obtaining consent,
not paying a royalty or copyright fee for use of data or images without
consents or approvals;
gambling as taking precedence over normal life;
5.2.12 appeal to
data subjects under 18 years old.
REPORTS & PAYMENTS
6.1 We will track
the number of Customers you have brought to us on a month by month basis.
6.2 Neither you
nor your relatives are eligible to become Customers via your Links and should
you or they do so you will not be eligible to receive the relevant commission.
Our measurements and calculations in relation to the number of Customers and
the relevant Net Revenue figures shall be the sole and authoritative tool and
shall not be open to review or appeal.
6.3 Once your
Application has been approved, we shall pay you a set commission calculated as
being a percentage of Net Revenue ("Commission"), such Commission
shall be payable in accordance with the terms of the Affiliate Sign Up Form.
Commissions shall only be paid in respect to bets placed by Customers
associated with your Affiliate Account. This does not include those Customers
that were once associated with your Affiliate Account but have since been removed
from your Affiliate Account pursuant to this Agreement. Such Commission is set
- 1 - 10.000
- 10.001 - 20.000
- 20.001 - 30.000
- 30.001 +
The above rates
are the standard default commission rates. However, we may at own discretion,
agree in writing different rates on a case by case basis with each Affiliate.
6.4 Reports. We
will track and report Customer activity for purposes of calculating your
Fees. All Affiliates shall be paid monthly, in arrears, provided they reach the
minimum commission levels and send and invoice (no payment can be done without
an invoice issued). Any Affiliates who have not reached the minimum
requirements, will have this amount carried forward until such time that their
commission has reached the minimum. Each month?s stats are closed within the
first week of next month for the previous one. After stats are closed, partners
that have commissions shall send invoice for the respective month through email
in order for Harry's Partners to process the payments. All fees will be paid
within thirty (30) days from the date that the invoice was received. The
minimum amount for commissions to be paid is 500EUR.
*In case there is
an argument referring to the final amount earned by an affiliate in the end of
the month (and after any bonus calculation is done and stats are closed) this
should be sent by email within 20 days.
Balances: NO Negative Balances carryover only applies on pre-agreed cooperation
models between the affiliate manager and the affiliate partner and is examined
on a case to case basis. In case this applies when the Net Revenue in respect
of any calendar month is a negative figure, such figure shall not be carried
forward to any following calendar month and for the avoidance of doubt shall
not be offset against the Net Revenue for any following calendar month (or part
thereof). Total Net Revenue will be calculated on a cumulative basis between
all products resulting in the total Net Revenue derived from the sum of both
positive and or negative Net Revenue from each product for any calendar month
(or part thereof).
Sub-Affiliates. Sub-affiliate commission is offered upon request and after
discussion with the affiliate manager.
6.8 Method of
Payment. All payments will be due and payable in Euros. Affiliates can be paid
on international bank transfer or Skrill, Neteller e-wallets (payment on
e-wallets is upon Accounting department discretion and examined case by case).
Payment method details can be filled in the affiliate account details.
Tracking. You understand and agree that potential Customers must link through a
Tracking Code for you to receive Affiliate Fees in relation to such Customers.
In no event are we liable for your failure to use the right Tracking Code.
Verification. Affiliate Fees in relation to Customers will be dispatched only
following our verification and checks concerning all Customers. We have the
right to check all commissions for possible fraud or abuse. If any fraud or
abuse has been or, in our reasonable opinion, has allegedly occurred, we will
freeze your Commissions until such time you can prove no fraud or abuse has
6.11 At any time,
for any reason, we have the right to amend the commission structure as we see
fit and we will notify you of the same. We may withdraw a commission option at
any time by giving notice to you. You may request to change your commission
option no more than once every calendar month, which may be accepted or
rejected by us at our absolute discretion.
6.12 If you in
any way breach any of your obligations to us regarding the provision to us of
Funded Sign-Ups under clause 3.2, to be determined in each case by us, acting
reasonably, then we shall be entitled to warn you that we are placing this Agreement
under review with a review, or give notice of closure of your account.
Partners and its wholly owned subsidiary Ragnar Commercial Inc reserves the
right to permanently withhold any commissions that are unable to be paid within
12 months of becoming due and payable due to a failure by you to provide
correct bank account information.
commissions shall be payable lifetime from the date of first registration of
6.15 CPA deals.
CPA deals are offered upon request and contact with your affiliate manager. CPA
deals are subject to the below performance terms:
6.16 If the ratio
(CPA commission/Deposits) after the first 45 days is:
- over 100% to
120% we will give a warning to the partner in order to improve performance. If
this performance continues in the upcoming month(s) then the CPA trigger will
be set to higher level in order to improve ratio.
- from 120% to
180% the CPA trigger will be set to higher level than initial deal in order to
improve ratio. If this continues for upcoming month(s) then the monthly
commission will be deducted to 50% for the 2nd month and CPA trigger will be
set to higher level. If this performance continues then cooperation may stop or
switch to %RS.
- over 180% the
monthly commission will be set to higher level than initial deal and monthly
commission will be set to ON HOLD. If this continues for upcoming month(s) then
cooperation will be stopped or switched to %RS. The payment of any ON HOLD
amount (due to poor performance) is upon top management?s discretion.
6.17 For CPA
and/or Revenue Share to be paid the traffic must not come from bonus seekers
and there should be no personal relationship whatsoever between the affiliate
and the players. An affiliate can under no circumstances deposit and play under
his own affiliate CPA or Revenue Share account. The use of one's own affiliate
tracker to deposit and play is strictly forbidden.
with regard to any CPA deals that show abnormal player behaviour or activity
and/or very low player value, we reserve the right to cancel the CPA
arrangement and place the account on revenue share. However, if CPA abuse/fraud
is suspected/discovered the affiliate account will be closed, no payment will
be made, and we hold the right to withhold any information regarding the
specific abnormal activity and/or CPA abuse.
6.18.1 CPA abuse
includes, but is not limited to the following definitions:
- Staking or incentivizing players in an attempt to get CPA paid as a result
- Having multiple players that deposit once to trigger CPA level, and play and
lose with the deposited amount, with no further play activity.
must to have at least 3 FTDs per month in order to be considered as active. If
an affiliate has less than 3 FTDs for 3 consecutive months his account will be
considered as inactive and no commissions shall be paid. The partner will need
to be active (more than 3FTDs) for 2 consecutive months in order for his
account to be considered as active again and start again claiming commissions.
Each case shall be examined separately and will be evaluated at our company?s
6.20 CPA or Hybrid commission structure will not apply to
Sportsbook or Racing products. For these products, all commissions will be
calculated on a revenue share basis only. Should a referred customer to a
casino product places their first wager on a Sportsbook or Racing product, the
commission for this referred customer will be calculated as 30% revenue share.
6.21 Should the commission
structure agreed with the affiliate manager be Hybrid or Revenue Share based,
if no new traffic is generated for a continuous period of 30 days for whichever
reason, which may include market closures, your agreement will be reduced to
10% Revenue Share on all players and the master affiliate structure will become
dormant should there be such. We will issue a warning advising that the funds
remaining in your account will be removed and if no new traffic is sent within
the following 90 days funds remaining in your account will be removed and your
TERM AND TERMINATION
7.1 Term and
Termination. This Agreement will take effect when we accept your Application
under Clause 2 and will continue unless and until terminated by either you or
us in accordance with this Agreement.
7.2 Either Party
may terminate this Agreement at any time, with our without cause, by giving the
other Party 20 days written notice of termination, where such notice may be
served via fax or e-mail.
7.3 We may
additionally terminate this Agreement immediately upon notice to you if: (i)
you in any way breach any of your obligations to us regarding the provision to
us of Funded Sign-Up's under clause 3.2, to be determined in each case by us,
acting reasonably, or (ii) you in any way breach any of your other obligations
to us under this Agreement, to be determined in each case by us, acting
reasonably, or (iii) in our reasonable opinion you are in breach of the terms
of any applicable advertising code of practice, or (iv) you breach any other
term of this Agreement which, in the case of a breach capable of remedy, to be
determined by us, acting reasonably, has not been remedied within 48 hours of a
notice from us specifying the breach and requiring its remedy.
7.4 We reserve
the right to withhold your final payment for a reasonable time to ensure that
the correct amount is paid.
7.5 Upon the
termination of this Agreement for any reason, you will immediately remove from
Your Website all Links and Marketing Materials and any marks, logos or other
Intellectual Property Rights associated with Our Website. All Intellectual
Property Rights in the Links and Marketing Materials belong to us.
7.6 Following the
termination of this Agreement and, subject to the terms of this Agreement, our
payment to you of all commissions due at such time of termination, we shall
have no obligation to make any further payments of commissions to you.
LIABILITIES AND WARRANTIES
Warranties. We do not warrant that our system, network, software or hardware
(or that provided to us by third parties) will be error-free or uninterrupted
and we will not be liable to you for any direct or indirect consequences of the
Limitations. Our obligations under this Agreement do not constitute personal
obligations of the directors, officers, employees or shareholders of our
owners. Any liability arising under this Agreement will be satisfied solely
from the revenues generated hereunder. Any liability arising under this
Agreement for us will be limited to the amount paid in Commissions to you over
the 6 months prior to your claim arising. Our liability is limited to direct
damages, and in no event will we be liable for any indirect, special,
incidental, consequential or punitive loss, injury or damage of any kind
(regardless of whether we have been advised of the possibility of such loss).
Indemnification. You will defend, indemnify and hold us and our officers,
directors, employees and representative harmless from and against any and all
liabilities, losses, damages and costs, resulting from or arising from, your
breach of this Agreement.
8.4 You warrant
that you have all the requisite data protection licenses or registrations in
the relevant jurisdictions to collect and deal with Your Website visitors,
personal information and that you will obtain the necessary consents from Your
Website to enable personal information and data to be dealt with in accordance
with this Agreement. In particular, but without limitation, you warrant that
you will at all times comply with the provisions of the Data Protection Act
1998 and the Electronic Communications (EC Directive) Regulations 2003 and any
equivalent or replacement legislation in the jurisdiction in which you operate.
8.5 Save as
expressly provided in the Agreement, all warranties, conditions, or other terms
implied by statute, common law or otherwise are excluded to the fullest extent
permitted by law.
8.6 Nothing in
this agreement shall exclude or limit liability for death or personal injury
resulting from negligence of either party or their servants, agents or
employees. Further, neither party shall be liable to the other for any
indirect, consequential, or special damages arising out of or in connection
with the Agreement.
8.7 During the
term of this Agreement and after its expiry or termination, you will not use
any Confidential Information for any purpose other than strictly in pursuance
of your rights and obligations under this Agreement nor shall you disclose any
Confidential Information to any person without our prior written consent. On
expiry or termination of this Agreement, you shall deliver up to us all copies
of any Confidential Information in your possession and destroy copies of all
electronically held Confidential Information if so requested to do so by us.
8.8 You shall not
make any announcement about the existence of this Agreement or any relationship
between us whatsoever without our prior written consent.
Investigation. You acknowledge that you have read this agreement and agree to
all its terms and conditions.
Research. You understand that gambling laws may vary from city to city, state
to state and country to country. You have independently evaluated the laws in
your locale which apply to your activities and believe that you may participate
in our affiliate program without violating any applicable rules or laws.
10.1 Notices. All
notices pertaining to this Agreement will be given by email as follows
firstname.lastname@example.org and, to you at address provided on the Affiliate
Sign Up Form.
of Parties. There is no relationship of exclusivity, partnership, joint
venture, employment, agency or franchise between you or us under this
Agreement. Neither party has the authority to bind the other nor to incur any
obligation on the other?s behalf, except as expressly provided herein. Nothing
in this Agreement will be construed to provide any rights, remedies or benefits
to any person or entity not a party to this Agreement.
You understand that we may at any time (directly or indirectly), enter into
marketing terms with other Affiliates on the same or different terms as those
provided to you herein and that such Affiliates may be similar, and even
competitive, to you.
10.4 Press. You
may not issue any announcement with respect to this Agreement or your
participation in this Affiliate Program without our prior written consent.
This Agreement and the rights and obligations hereunder may not be assigned by you
without our express written consent. We may assign this agreement to any other
wholly owned subsidiary of Ragnar Commercial Inc to any website owned.
Law. The validity of this Agreement, its construction, interpretation, and
enforcement, and the rights of the parties hereto will be determined under,
governed by, and construed in accordance with the laws of Panama and the
parties submit to the exclusive jurisdiction of the Panamanian Courts.
Severability/Waiver. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be effective and valid under applicable
law but, if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such provision will be ineffective only to the
extent of such invalidity, or unenforceability, without invalidating the
remainder of this Agreement or any provision hereof. No waiver will be implied
from conduct or failure to enforce any rights and must be in writing to be
Modification. We may modify any of the terms of this Agreement at any time, in
our sole discretion, by either (i) E-mailing you a change notice or (ii) by
posting the new version of the Agreement on our Website. It is your
responsibility to visit the Website frequently to make sure you are up to date
with the latest version of the Agreement and its provisions. If any
modification is unacceptable to you, your only recourse is to terminate this
agreement. Your continued participation in the Affiliate Program following
posting or notice of change will be deemed binding acceptance of the
Agreement. This Agreement embodies the complete agreement and understanding of
the parties hereto with respect to the subject matter hereof and supersedes and
pre-empts any prior understandings or agreements between the parties, written
or oral, which may be related to the subject matter hereof. The headings in
this Agreement are for convenience only and will have no effect on the
construction of this Agreement.
10.10 A person
who is not a party to this agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of this Agreement.
WITNESS WHERE OF, you expressly agree to the terms and conditions of this
Agreement by submitting the Affiliate Sign Up Form.