WETTEN.COM Affiliate Programme
General Terms and Conditions
Please Read and Print these General Terms and Conditions for Future Reference.
By requesting to participate in the Wetten.com Affiliate Program you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition set out in this agreement.
These General terms and conditions, and other policies or additional provisions which we have provided to you by email or via our website www.wetten.com constitute the conditions that apply for your partnership with Wetten.com in their entirety. In the event that other additional provisions contravene these conditions, these General Conditions of Participation shall apply, unless these additional provisions are an express amendment of these General Conditions of Participation (e.g. Supplementary Affiliate Agreement).
For purposes of clarity, the terms "we" and "us" refer to WETTEN.COM and "you" and "Member" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The agreement provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the www.wetten.com website, in return for the payment of commissions and referral bonuses as specified in the Supplementary Affiliate Agreement which shall be entered into on acceptance of your request to participate in the Wetten.com Affiliate Programme by us.
On receipt of your request for participation, we will evaluate your request and notify you whether it was accepted. Your request will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
On acceptance by us, you will be provided with a Supplementary Affiliate Agreement setting out the performance-based commission for your implementation of the advertising materials.
During the term of this arrangement (which shall commence on the day on which your request to participate in the Wetten.com Affiliate Programme is accepted, and shall remain in force until the day on which you or WETTEN.COM informs the respective other party in writing that the Agreement will be terminated), you shall display a banner or banners provided by WETTEN.COM on your site (the "Member site") as a hyperlink to direct Visitors from the Member Site to WETTEN.COM?s site(s), using distinct URLs supplied by WETTEN.COM exclusively for linking (the "Supplied Banners").
WETTEN.COM?s banners shall be displayed at least as prominently as any other sales link on the Member site, and if the Member displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Member site, the Member shall, subject to WETTEN.COM's prior written approval of the content thereof, include similar descriptive information regarding the WETTEN.COM's Site(s).
The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Member shall be entitled to display the banners of, and provide links to, sites of other companies through the Member site, and WETTEN.COM shall be entitled to make the WETTEN.COM's banners available through online and other services than the Member site.
DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL
As a Member, you will have access through WETTEN.COM?s site to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".)
WETTEN.COM hereby grant to the Member the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly):
WETTEN.COM's banners, name, site name, and other related textual and graphic material are made available by WETTEN.COM to the Member for the express purpose of inclusion on the Member's site from time to time (collectively, WETTEN.COM's Material") and for the specific purposes authorized above. WETTEN.COM WETTEN.COM authorizes the Member to advertise and promote their respective promotional material. The copywriting of promotions may not be modified nor misrepresented by the Member. WETTEN.COM also authorizes the Member to refer, in the Member's advertising and promotions, to the fact that the WETTEN. WETTEN.COM's sites are accessible through the Member site, provided that any such statement:
(a) does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of WETTEN.COM other than WETTEN.COM's Site(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of WETTEN.COM's mark);
(b) does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the WETTEN.COM sponsors, authorizes, and/or is the source or origin of the Member site; and
(c) does not disparage WETTEN.COM, its products, services, or members. All use of WETTEN.COM's Materials hereunder shall inure to the benefit of WETTEN.COM and shall not create any rights, title or interest in them for the Member.
No other use of WETTEN.COM's names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Member for any purpose without the prior written approval of WETTEN.COM.
WETTEN.COM owns, and shall continue to own exclusively, all right title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to WETTEN.COM's Materials and all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in this Agreement.?
MAINTAINING THE LINKS
You agree to fully cooperate with us in order to establish and maintain the Links between Your Site WETTEN.COM's Site(s). The maintenance and updating of Your Site will be your responsibility. The graphics and/or text associated with the Links to WETTEN.COM's Sites will be updated periodically and it will be necessary for you to update the content of Your Site accordingly on a regular basis. Please be aware that we have the right to monitor Your Site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to Your Site that we feel should be made.
COMMUNICATION TO MEMBERS
By requesting to participate in the Wetten.com Affiliate Program you agree to receive a variety of material from WETTEN.COM.
If you choose to opt out of our communications WETTEN.COM will not be responsible for any damages that may occur from members opting out of communications.
SPAM - WE DO NOT CONDONE SPAM
Any form of spam will result in your account being closed and all funds due being withheld. You need to be aware thatWETTEN.COM is liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from your account should WETTEN.COM seek recourse. In this instance the amount determined by WETTEN.COM will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by you as fair and reasonable and as agreed to by registration as an affiliate of WETTEN.COM. Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts.
You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes WETTEN.COM harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to WETTEN.COM's site(s) via your link; we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.?
You shall be entitled to a performance-based commission for your implementation of the advertising materials as outlined in the? Supplementary Affiliate Agreement.
As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:
(a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or (b) may receive hereunder from the other.
Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:
(i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;
(ii) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and
(iii) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.
The foregoing restrictions shall not apply to information that:
(a) is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;
(b) the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;
(c) is received from a third party without restriction and without breach of this Agreement;
(d) was independently developed by the recipient as evidenced by its records; and
(e) the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section 4 shall survive the termination of this Agreement.
WETTEN.COM makes no express or implied warranties or representations (regardless of whether this is based on legal provisions or other foundations), in relation to the partner programme, the sites of WETTEN.COM or content, products or services which are available via the sites or associated with them, or in relation to the freedom from defects and uninterrupted continuity of the sites, websites, the system, the network, the software or the hardware of WETTEN.COM (including those supplied by third-party providers), or in relation to the quality, suitability for a specific purpose or suitability for the above (partly or completely). Unless otherwise stipulated in these General Terms and Conditions, all guarantees, responsibilities and implied conditions are hereby precluded to the maximum extent allowed by law. Furthermore, neither WETTEN.COM nor the provider is obligated to make redundant systems, networks, software or hardware available.
Liability for intent and gross negligence is restricted to the legal representatives of WETTEN.COM and their agents.
WETTEN.COM?s obligations in accordance with this Agreement do not give rise to any personal obligations whatsoever which are not part of these General Terms and Conditions on the part of employees, managers, managing directors, owners, providers of sites and services or representatives. Unless otherwise stipulated in these General Terms and Conditions, the WETTEN.COM is not liable for direct, indirect, special, accidental or consequential damage, compensation for damage, injuries or damage of any kind (regardless of whether WETTEN.COM has previously indicated the possibility of damage), including the loss of business, data or turnover. The liability arising from this Agreement in the event of breach of contract, unauthorized action (including negligence), a breach of legal provisions or other grounds shall be limited to direct damage, and shall not exceed the amount of revenue which you have attained, and which is payable to you, via the site(s) to which the dispute relates in the last six (6) months to the date of the event giving rise to the liability. No regulation of these General Terms and Conditions frees the contracting parties from their liability or limits this in the event of death or personal injury which is caused by the negligence of the appropriate party or by fraud. If the Agreement is terminated before six months have elapsed, the commission paid so far shall be decisive for the calculation of the damage.
You shall defend, indemnify, and hold us and our directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with your performance of your duties and obligations under these General Terms and Conditions, or any breach by you of these General Terms and Conditions or any warranty, representation, or agreement contained in these General Terms and Conditions.
In the event we are subject to any third party claim or investigation as a result of the activities of in connection with these General Terms and Conditions, we reserve the right to withhold any Commission, fee or other amount due, as an offset against any cost or liability which may attach as a result of such claim or investigation, in addition to any other remedy available to us.?
By registering for the Affiliate Programme you represent, warrant and undertake that:
a) your activities shall fully comply with these Terms;
b)you shall not solicit any potential customers by way of any offers except for the current offers made available through the Programme;
c)you have the ability, experience, expertise and resources to perform all of your obligations hereunder in accordance with these Terms;
d)you understand and agree that the marketing activity undertaken by you in connection with the Programme, and your conduct as an Affiliate has the potential to inflict substantial damage to WETTEN.COM?s reputation and goodwill, and as a result you shall at all times consider and act in the best interests of WETTEN.COM;
e)you shall not undertake any activities in violation of our intellectual property rights, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the WETTEN.COM Marks, copying the ?look and feel? of our sites or software, using any WETTEN.COM Marks, branding or logos except as expressly permitted by these Terms, or modifying any Marketing Materials we make available on the Programme Portal;
f) you have evaluated the applicable laws relating to your activities and obligations hereunder and you have independently concluded that you can participate in this Programme and fulfil your obligations hereunder without violating any applicable rule of law; and
g) you will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage. This includes but is not limited to you registering customer accounts or playing under your own Affiliate tracking links and or any other Fraudulent Activity. your site does not, and the reproduction, distribution, transmission, public performance and public display of the Member Materials as permitted herein, do not:
a.invade the right of privacy or publicity of any third person,
b.contain any libelous, obscene, indecent or otherwise unlawful material, or
c. infringe any patent, copyright or trademark right in any jurisdiction; and
h)you have not received no notice of such invasion, violation or infringement of rights.
TERM AND TERMINATION
The term of this Agreement will begin on the day on which your registration for the Affiliate Programme is accepted and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. Upon termination:
Provided that upon termination for reasons other than breach of these General Terms and Condtions and/or the Supplementary Affiliate Agreement by you, you shall continue to be entitled for a period of six months to receive Commissions on the terms and conditions as specified herein.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.
WETTEN.COM may from time to time review affiliates? participation in the programme. WETTEN.COM may choose to cancel an affiliate?s participation in the programme, at its absolute discretion, if it reasonably believes the affiliate to have behaved in such a manner contrary to the terms or intent of the programme.
Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
Except as otherwise provided herein, you may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of the other. Any purported assignment or delegation without such required consent should be null and void.
GOVERNING LAW AND JURISDICTION
This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with the laws of Malta.
You agree to submit to the exclusive jurisdiction of the Maltese Courts and Tribunals in relation to any dispute arising in relation to this Agreement.
As far as possible, all provisions in this Agreement shall be interpreted in such a way that they are effective and valid in accordance with the applicable law. Should it emerge that part of this Agreement is invalid, illegal or unenforceable in accordance with the applicable law, solely the corresponding part of the Agreement shall be ineffective. The validity and enforceability of the other parts of this Agreement shall not be affected.
The Member agrees to operate a single Member site with the WETTEN.COM's Site(s). If WETTEN.COM should discover, using information it deems appropriate in the circumstances, that the Member is operating more than one Member account, this Agreement shall terminate and the Member will forfeit all rights to commissions.. Several sites may be registered to the one account; however, the placement of any site banner on a new site, under the WETTEN.COM Affiliates Programme, MUST be reported by the Member and cleared by the WETTEN.COM beforehand, and failure to do so may result in the termination of the Member's account. The Member will also forfeit all rights to commissions.
WETTEN.COM and the Member are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between WETTEN.COM and the Member. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.
You shall ? also with respect to WETTEN.COM ?independently establish whether your activity as an Affiliate and the commission payments made for this represent an activity which is relevant under tax law and constitute taxable income on the basis of the regulations which apply to you individually. WETTEN.COM shall not be responsible for this and shall not make judgements on any restrictions or advice relating to tax or tax law, particularly in response to corresponding enquiries. You shall comply with all fiscal and tax regulations which pertain to you. This shall apply in particular, but not exclusively, to registration, notification, information and payment obligations.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral programme rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.