- Definitions and Interpretations
“Agreement” means these Terms and Conditions and the Application.
“Affiliate” or “you“ means the party applying to become part of the Affiliate Program.
“Affiliate Program” means the collaboration between Company and Affiliate, where Affiliate promotes the Hero Gaming Websites and, in this way, generate new players to Company.
“Affiliate Website(s)” means the channel (website/application/widget etc.) maintained and operated by the Affiliate from which traffic is generated into the Hero Gaming Websites.
“Application“ means the Affiliate’s application to join the Affiliate Program.
“Commission“ means payment due to Affiliate calculated based on the number of New Customers and the revenue generated from New Customers as set out in the commission structure communicated by Company to Affiliate.
“Company” means Heroic Promotions Limited, a company incorporated in Gibraltar, with registration number 111502 with its registered address at Suite C, Ground Floor, Neptune House, Marina Bay, Gibraltar. References to Company in this Agreement may include other companies within the same company group as Company.
“Confidential Information” means all sorts of information including but not limited to commercial, financial, technical, intellectual or essential for any of the Parties. For example, list of customers, records, financial reports and conditions, trade secrets, know-how, prices and sale information, business know-how, products, strategies, database, technology, marketing plans, manners of operation, market opportunities, designs, inventions, developments and personal data of Company.
“Hero Gaming Websites” means casinoheroes.com, speedybet.com, speedycasino.com and simplecasino.com including local versions of such sites operated by Hero Gaming Ltd, a company in the same group as Company.
“Intellectual Property Rights” means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, as well as design rights.
“Links” means the content of hypertext on the Affiliate Website(s) to the Hero Gaming Websites.
“Net Revenue” means: the number of real money bets on the Hero Gaming Websites from New Customers less (a) the money paid to New Customers as winnings, (b) bonuses and/or loyalty bonuses, (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes (g) duties or taxes (h) jackpot contribution and (i) any commissions/fees due to third parties for providing/licensing games and/or games software.
“New Customer” means a customer of the Hero Gaming Websites who (i) has opened a new player account after having been referred from the Affiliate Website(s) to the Hero Gaming Websites; and (ii) has made a first deposit on the Hero Gaming Websites according to the terms and conditions of the Hero Gaming Websites, but excluding Affiliate itself, its employees, relatives and/or friends; and (iii) is not already in the customer databases of the Hero Gaming Websites (for example if the customer has previously closed its account and opened a new one after referral from Affiliate).
“Party/Parties” means Company and Affiliate.
2.1 By completing the application, you accept and agree to these terms and conditions.
2.2 You further agree to comply with all rules and guidelines concerning marketing issued by the Company from time to time, including but not limited to the Marketing Guidelines, which among other things include mandatory market-specific terms.
2.3 This Agreement binds the Affiliate once the application has been submitted, but the Affiliate is not accepted to the Affiliate Program until the Company has approved the application.
- Qualifying Conditions – Affiliate warrants that:
3.1 It has full capacity and authority and all necessary licenses, permits, and consents to enter into this Agreement;
3.2 It is allowed according to both local and international legislation to perform the activities set out in this Agreement;
3.3 It fully understands and accepts the terms and conditions of this Agreement.
- Company’s Rights and Obligations
4.1 The Company will evaluate the application and send a written notification via email to the Affiliate regarding acceptance or rejection of the application. The Company reserves the right to refuse Applications for any reason or to require further information from the Affiliate.
4.2 After the acceptance of an Application, a unique player-tracking code will be assigned to the Affiliate, which the Affiliate can use to link to the Hero Gaming Websites.
4.3 The Company is solely responsible for the online gaming activities offered through the Hero Gaming Websites.
4.4 The Company will record the Net Revenue generated by New Customers, and the total amount of Commission earned to the Affiliate and provide the Affiliate with commission statistics.
4.5 The Company will pay the Commission to the Affiliate as described in this Agreement.
4.6 The Company reserves the right to cancel, alter, or close the Affiliate Program, and/or alter the provisions of the Agreement at any time as the Company considers appropriate at its sole discretion. Material changes will be notified to the Affiliate by pop-up message or email and take effect seven (7) days after such notice takes place. If the Affiliate does not agree to such changes, it may within the seven (7) days terminate this Agreement valid at the date the changes enter into force.
4.7 The Company reserves the rights to determine, in its sole and absolute discretion, whether potential New Customers shall be accepted or not. The Company shall also in its sole and absolute discretion be entitled to determine whether to close New Customer’s account if it, in the sole opinion of Company, is necessary to comply with national and international regulations, obey with Company’s policy and/or to protect the interest of the Company, its customers or any third party.
- Affiliate’s Obligations and Rights
5.1. The Affiliate hereby warrants and undertakes:
5.1.1 to, at its own expense, actively and effectively market and promote the Hero Gaming Websites as widely as possible to maximize the benefits of the Parties;
5.1.2 to use links, promotion, advertising or marketing material provided solely within the scope of the Affiliate Program, and to not use any other material unless specifically written authorized by Company;
5.1.3 that its activities are carried out professionally and lawfully and accordance with the terms of this Agreement;
5.1.4 That it shall always comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any similar or related legislation applicable to it. This includes, among other things, that the Affiliate shall inform its users about tracking technology used and provide the users with the opportunity to reject such technology;
5.1.5 to use only links provided by Company within the scope of the Affiliate Program;
5.1.6 to maintain and develop the Affiliate Website(s);
5.1.7 to conduct its business in a way that reflects favourably upon the Company;
5.1.8 that its marketing activities (including Affiliate Websites) neither do nor will contain any material, which is libellous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, or graphically violent material;
5.1.9 not to target players who are under the legal age for gambling, and shall, for example, not provide facilities for gambling which are meant to appeal particularly to children or young people;
5.1.10 Not to target any jurisdiction where gambling and/or promotion of gambling is illegal or subject to a license not held by Company. This currently includes, but is not limited to, the following jurisdictions: the U.S.A., Italy, France, Spain, Belgium, Denmark, Guyana (French Guiana), Réunion, Guadeloupe, Martinique, China or Hong Kong;
5.1.11 Not to generate traffic to the Hero Gaming Websites by illegal or fraudulent activity, particularly but not limited to sending spam and/or registering as a player or making deposits directly or indirectly to any player account. Therefore, neither you nor your immediate family or friends may become New Customers, and you shall not be entitled to any payment under this Agreement concerning such activity. Immediate family in this context means your spouse, partner, parent, child, or sibling. Violation of this provision shall be deemed to be fraud;
5.1.12 not to present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Hero Gaming Websites or convey the impression that the Affiliate Website is partly or wholly originated with/from the Hero Gaming Websites and/or the Company;
5.2 Except for the marketing material provided by the Company and/or made available online through the website www.heroaffiliates.com, the Affiliate may not use “casinoheroes.com”, “betser.com”, “speedycasino.com”, “speedybet.com”, “simplecasino.com” or other terms, trademarks and any Intellectual Property Rights of the Company unless the Company consents to such use in writing. This includes the registration and usage of domain names containing “casinoheroes”, “betser”, “speedy”, “speedycasino”, “speedybet”, “simplecasino” or misspelling of the same, as well as buying search traffic based on the search phrase “Casinoheroes”, “casino heroes”, “Betser”, “betser casino”, “speedycasino”, “speedy”, “speedy casino”, “speedybet”, “speedy bet” and “simplecasino”, “simple”, “simple casino”.
5.3 The Affiliate shall ensure that login details provided by the Company are kept confidential, safe, and always secure. Any unauthorized use of login details resulting from the Affiliate’s failure to protect the login information adequately shall be the Affiliate’s sole responsibility. The Affiliate remains solely responsible and liable for all activity and conduct occurring under its user ID and password. The Affiliate shall inform the Company immediately if the Affiliate suspects illegal or unauthorized use of its credentials.
5.4. The Company reserves the right to freeze the Affiliate’s account and/or deduct money from the Affiliate if any traffic is deemed to have been referred through fraudulent means or in breach of the terms and conditions of the Agreement.
6.1 The Company shall pay the Affiliate the Commission as specified below. The Commission is exclusively based on the number of New Customers and/or the revenue generated from New Customers and shall be deemed to be inclusive of value added tax or any other applicable tax. The Company reserves the right to change payment methods at its discretion.
6.2 The Commission payable by the Company to the Affiliate will be calculated at the end of each month and the payment(s) will take place in the first twenty (20) working days of the next calendar month. Payment will take place only when the Commission has reached the minimum of €100. If it has not reached the minimum amount of €100, it will be accumulated and carried over the following month(s) until the €100 is reached and/or exceeded and the Company can proceed with the payment. The Commission will be paid in Euro (€).
6.3 Payment of Commission shall be realized by the payment method chosen by the Affiliate in the application. 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 deduct the overpayment made to the Affiliate in the future commission payment.
6.4 If the Affiliate disagrees with the balance of the Commission reported, the Affiliate should notify Company within fifteen (15) working days, presenting the reasons for such dispute at the following email address: firstname.lastname@example.org. Failure to report within the time limit shall be considered as an irrevocable acceptance of the balance due for the period indicated.
6.5 The Affiliate’s acceptance of the payment of the Commission shall be assumed to constitute the full and final settlement of the balance due for the relevant period.
6.6 The Company may at its sole discretion withhold the payment of any balance to the Affiliate for up to one-hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
6.7 The Affiliate shall return the number of Commissions received based on fraudulent or otherwise invalid transactions. Such Commissions may be deducted from future commissions until the funds have been paid back in full.
6.8 The Affiliate takes full responsibility to pay any applicable social security contributions (taxes, levies, fees, charges and any other money payable both locally and abroad to any tax authority) on the remuneration received under this Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall reimburse the Company for any such cost incurred by the Company.
- Use of Marketing Material
7.1 The Affiliate is granted a revocable, limited, non-exclusive, non-transferable right to display the marketing material provided within the scope of the Affiliate Program on the Affiliate Website(s) for the duration of this Agreement. The Affiliate shall make no other use of the marketing material. The Affiliate shall not be entitled to sub-license or otherwise assign any right of use (in whole or in part) of the rights granted hereunder.
7.2 The Affiliate is not allowed to alter or modify any of the marketing material without the prior written permission of the Company.
7.3 During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) following what is agreed between the Company and the Affiliate.
7.4 The Company reserves the right to monitor the Affiliate Website to ensure the Affiliate’s compliance with the Terms and Conditions of this Agreement and the Affiliate accepts to provide the Company with all data reasonably requested to perform such monitoring.
7.5 The Affiliate should not take any action which could confuse the relationship of the Company and/or the Hero Gaming Website and the Affiliate.
8.1 This Agreement may be terminated without cause by either party with a thirty (30) days written notice via email to the other party. If the Company stops offering its online gaming services through the Hero Gaming Websites, this Agreement will terminate automatically.
8.2 The Company is entitled to terminate this Agreement with immediate effect by giving written notice of termination to the Affiliate if the Affiliate is in breach of the terms of this Agreement.
8.3 The Company reserves the right to terminate this Agreement with immediate effect by giving written notice of termination to the Affiliate in the following cases:
- The Company identifies suspicious betting patterns that suggest activity where New Customer(s), are benefiting, for instance, from incentives from Affiliate to recoup losses and/or other fraudulent activities. The Company also reserves the right to withhold any earnings accumulated from such gameplay.
- bankruptcy, insolvency or liquidation is instituted by or against the Affiliate, or if the Affiliate ceases to do business in the ordinary course.
8.4 On the termination of this Agreement the Parties agree that all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations of the Company. Mainly, the Affiliate must remove all references to the Hero Gaming Websites from the Affiliate Website(s) and close any promoting or marketing activity relating to the Hero Gaming Websites.
8.5 On the termination of this Agreement, the Affiliate will be entitled to already earned, and unpaid Commissions after the effective date of termination provided that the termination is not based on a breach by the Affiliate.
8.6 The Affiliate will not be entitled to any reimbursement for any advertising, market development, investments, leases, or other costs incurred before or after any termination of this Agreement.
8.7 If this Agreement is terminated due to the Affiliate’s breach of this Agreement, Company shall be entitled to keep on hold the Affiliate’s earned but unpaid Commissions as collateral for any claim arising from such breach.
8.8 Upon the termination of the Agreement, the Affiliate is obliged to return to the Company all sorts of Confidential Information and marketing materials.
8.9 Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred before termination.
8.10 Clauses by their nature intended to survive the termination of this Agreement, including but not limited to, Clauses 9 and 10 shall remain in force after termination.
9.1 Confidential Information shall be kept in strict confidence during the term of the Agreement and for five (5) years thereafter and may only be used for the purpose performance of this Agreement
9.2 All Confidential Information provided or made available by the Company under this Agreement shall remain the sole and exclusive property of the Company.
- Intellectual Property
10.1 This Agreement will not grant either party any right, title to or interest in the Intellectual Property Rights of the other Party. In other words, nothing in this Agreement shall constitute an assignment, transfer, or any other right to any Intellectual Property Rights except for the license expressly set out in this Agreement.
10.2 All Intellectual Property Rights and any goodwill arising in Links and all marketing material, products, associated systems and software relating to the Hero Gaming Websites shall remain the property of the Company (or its group companies).
10.3 The Affiliate shall use every effort to safeguard the intellectual property rights of the Company. The Affiliate shall not act in a way which is inconsistent with or undermines the Company’s ownership of any of the trademarks contained in the marketing material or the Company’s license therefrom. The Affiliate shall not use such trademarks as its trade name or company name, attempt to register or challenge any name, mark, design, logo, websites or other branding material that is similar to or may be confused with Hero Gaming Websites and/or of the Company’s intellectual property. Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the trademarks of the Company or which include the words “Casino Heroes”, “Betser”, “Speedy Casino”, “Speedy Bet”, “Simple Casino” or variations thereof.
10.4 The Affiliate shall immediately notify the Company if it becomes aware of any infringement or improper use of the Company’s intellectual property. The Company is not obliged to defend its Intellectual Property rights, but if the Company opts for defending its rights, the Affiliate shall at its own cost and to a reasonable extent assist the Company.
10.5 The Affiliate may not under any circumstances combine the Company’s intellectual property with third party intellectual property unless expressly permitted. As an example, images or logotypes which are not provided by the Company may not be used in conjunction with the advertisements.
- Indemnity and Limitation of Liability
11.1 The Affiliate shall indemnify on demand and hold harmless the Company and each of its associates, officers, directors, employees, agents, shareholders and partners from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Company resulting from any breach, non-performance or non-observance by the Affiliate of any of the obligations or warranties specified under this Agreement
11.2 The Company shall not be responsible for any indirect losses or damages incurred by the Affiliate, damages due to business interruption, or loss of information, even if such losses should arise from the inability of Company to operate its Affiliate Program as stipulated in this Agreement.
11.3 The Company makes no guarantee about the accessibility of the Hero Gaming Websites at any time or any location. The Company shall not be liable to the Affiliate or anyone else for any inaccuracy, error or omission, loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Hero Gaming Websites or the Affiliate Program.
- Relationship of the Parties
12.1 This Agreement shall not allow interpreting either party 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 offer to 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.
13. Disputes and Governing Law
13.1 This Agreement shall be construed in accordance with and be governed by the laws of Malta.
13.2 Each Party irrevocably submits to the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with this Agreement and/or its enforce-ability.
13.3 The Affiliate must unless otherwise agreed by the parties, or required by applicable law, treat all information disclosed during the arbitration by or on behalf of the parties and all matters relating to the arbitration (including the existence of the arbitration) and the award, as Confidential Information.
14.1 Any notice given or made under this Agreement to Company shall be sent by email to email@example.com. If an email is received after 5.00 pm on a Workday or occurs on any day which is not a Workday, the notice shall be deemed to have been received at 9.00 am on the next Workday. “Workday” shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Sweden and/or Malta.
14.2 The Company shall send all notices by email to the email address supplied by the Affiliate in the application.
14.3 The Company and the Affiliate will always work in close cooperation for the mutual benefit of making the Affiliate Program a successful collaboration.
14.4 The Affiliate may not assign this Agreement or any rights here-under, by operation of law or otherwise, without the prior written consent of the Company.
14.5 The Affiliate must adhere to all regulations, regardless of whether not explicitly expressed.
14.6 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 labour disputes, strikes, industrial disturbances, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force major event subsists for a period exceeding thirty (30) days, then either party may terminate this Agreement with immediate effect by providing a written notice.