Terms & Conditions for GrandX Affiliate Programme
1.1 OÜ Alpache, (as specified in Clause 2.1.14 below), is a gaming company, established and successfully operating under the laws of the Republic of Estonia since 1997. We hold an Activity license number TH-42 for organising gambling and Operating permit no HKL000072 for organising remote gambling.
1.2 Upon completing and submitting the Affiliate Registration Form you acknowledge, agree and accept the exclusive validity of the Agreement and agree to be bound by all the terms and conditions thereof (as amended or modified from time to time by us).
2.1. The Subject matter of this contractual relationship shall be the promoting of the Online Casino GrandX Site at address http://www.grandx.com to players and directing new players to the Site according to the provisions of this Agreement for increasing the business of the Operator through the website of the affiliate. You shall be rewarded for your efforts by the Operator.
2.2. This Agreement will stay in effect for so long as we make our services available to Players on our Sites, unless this Agreement is terminated prior thereto.
3.1.1. For joining the GXAP as an Affiliate you must complete the Affiliate Registration Form. We shall evaluate the application submitted by you and inform you in writing Such decision shall be at our sole discretion and final and not subject to any right of appeal.
3.1.2. Upon approval of the application this Agreement will become binding on both parties.
Upon conclusion of the Agreement, we shall provide you on the Affiliate Area for implementation on the your sites a selection of our Banners, Player Invitation Links or other Marketing Materials with assigned tracker IDs that provide the opportunity to directly access our Sites as well as identify and track your referrals.
Upon conclusion of the Agreement, the Operator grants the Affiliate a non-exclusive, non-transferable, revocable licence to display the Banners, Text Links or other Marketing Materials on the Affiliate’s Sites during the Term of this Agreement for the purpose of referring potential players to the Operator’s Sites, as set out in this Agreement and in accordance with our guidelines as may be provided to you from time to time. All other rights and licences not expressly granted to the Affiliate herein are reserved by the Operator. Ownership and content of our Sites remain our respective properties and shall not be deemed to have been transferred to you through any act or omission in respect of the Agreement. The affiliate shall be rewarded only for the redirections from his website to the website of the Operator.
4.1. The Operator shall provide the Affiliate with proper Marketing Materials for implementation of the relative links on the Affiliate’s Site. The Operator shall be entitled to modify, limit, or provide new Marketing Materials at any time.
4.2. The Operator reserves the right to manage the Sites and operate its affiliate programme in any way the Operator deems appropriate.
4.3. The Operator shall register and administer the Own Players of the Affiliate generated via the links and identified as originating from the Affiliate’s Site and track their gaming activity, record and calculate the net revenues and the total amount of commissions payable to the Affiliate and handle all customer services related to the business. However, the Operator shall not be liable to pay commission on any players or their performance if the links are not tracked to the Affiliate due to its use of incorrect or modified tracking ID or Link.
Only Authorized by the Operator Marketing Material can be used.
5.2.1. Ownership, content costs of construction and maintenance of the Affiliate Sites are the sole responsibility of the Affiliate.
5.2.2. You shall be responsible for the proper technical incorporation of the Link and for the technical operation of your site to ensure proper tracking and payment.
5.2.3. You are permitted only one GXAP Affiliate account.
5.2.4. Affiliate shall not assign or sub-license (as appropriate) the Tracker ID or any Commissions to any third party without the Operator's prior written consent.
5.2.5. You shall promote on your site only licensed games of chance.
5.3.1. The Affiliate shall not directly, indirectly, nor shall the Affiliate authorise, assist or encourage any third party to attempt to communicate with any Player whether directly or indirectly on the Operator's Site to solicit them to move to any online site not owned by the Operator or for any other purposes by any means whatsoever including, but not limited to, via email, chat boards, etc. without the Operator's prior approval.
5.3.2. The Affiliate shall not place, purchase or register 'pre-click' bids, keywords (including meta-tag keywords), search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical, are similar or otherwise resemble any of the Marks.
5.3.3. The Affiliate shall not, at no time during or after the term of this Agreement, purchase, register or attempt to register or assist or allow others to purchase or to register or to attempt to register domain names which are similar or confusingly similar to the Marks or Sites including the Operator's name, or any other associated brands or companies, including (for the avoidance of doubt) any misspellings or any phonetics.
8.1.1. During the term of the agreement, we will pay you commission on a revenue share basis, based upon our good faith calculation on the revenue generated by your referred players through your website and through the continued promotion of our site.
8.1.2. Commission is calculated from Gross Gaming Revenue (GGR) after deduction of the applicable Taxes, Bonuses, Fees, Transaction Costs, fraud costs and handling charges.
8.1.3. The Affiliate gets a certain percentage of the share base as agreed by the Parties.
8.1.4. We reserve the right to change such Affiliate Commission Structure at any time at our sole discretion in accordance with Section 13 below.
8.1.5. Any Commission paid to you by us hereunder shall represent your sole remuneration for your activities under the Agreement. Hence, except as otherwise expressly agreed in writing, all expenses incurred by you while carrying out the rights and obligations under this Agreement shall be deemed to be covered by the paid Commission.
8.2.1. All transactions are calculated and carried out in Euros.
8.2.2. All payouts are processed within 14 days after accepting Invoice in affiliate area by way of the preferred payment method indicated on the Registration Form, or on the Affiliate account, or where the method is amended / updated by the Affiliate before the Commission due is processed. We will use reasonable endeavours to accommodate your preferred payment method. However, the Operator shall not be held liable for any delay due to technical reasons and events which are beyond the Operator's reasonable control.
8.2.3. We reserve the right to change payment methods and payment terms at any time at our sole discretion in accordance with Section 13 below.
Affiliates will only be paid Commission once they have a balance of one hundred Euro (€ 100,-) or more owing to them. If the balance due is less than such minimum amount of one hundred Euro (€ 100,-), it shall be carried forward to the following month until a total of one hundred Euro (EUR 100.00,-) has accumulated.
8.4.1. Should the Affiliate close the month with a negative balance, this balance will not be carried forward to the following month and the commission will be reset to zero (0) at the 1st of every month.
8.4.2. The Operator has the right to withhold any and/or all payments to the Affiliate if the Affiliate is in breach of any of the provisions of this Agreement.
8.4.3. We have the right to pass on any Fraud Costs to your account and/or terminate this Agreement at our discretion.
8.4.4. Notwithstanding any other clause in this Agreement, in the event that, in our sole discretion, we have reasonable suspicion of any Fraud Traffic or any breach of this Agreement, we may delay payment of the Commission to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions,
8.5.1. If you disagree with the monthly reports or amount payable, do NOT accept preliminary invoice and/or payment for such amount and send us by email, at email@example.com or such other email address as notified in writing by the Operator, a notice of your dispute within thirty (30) days of our making available your monthly report.
8.5.2. If any overpayment is made in the calculation of your Commission we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
8.6.1. The commission shall be deemed to be inclusive of value added tax or any other tax if applicable The Affiliate is responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of its income from this Agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.
8.6.2. The Affiliate will indemnify and reimburse the Operator for any costs, expenses or losses that may be caused to it as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which the Operator may be subject in connection with making payments to the Affiliate. We will be entitled to withhold or set-off any such amounts from the payments made to you.
We reserve the right to set minimum activity levels on your net revenues or transactions or your Own Players activities applicable within certain periods.
9.1. The Operator reserves the right to vary, amend, delete and/or supplement all or any part of this Agreement at any time and at its sole discretion, giving you a two weeks’ notice by email and by posting the new version of the Agreement on the Affiliate Site.
9.2. If any modification is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this Agreement. The Affiliate’s continued participation in the GXAP, after the Operator has posted the new version of the Agreement on the Site will be deemed binding acceptance of such changes.
The term of this Agreement will come into force upon approval of your registration to GXAP and shall continue thereafter in force until terminated in accordance with the terms of this Agreement.
Termination is at will, for any reason, by either Party upon two weeks’ notice.
The delivery via email is considered a written and immediate form of notification.
11.1. Neither Party will be held liable for, or will be considered to be in breach of or default under this Agreements on account of any delay or failure to perform as required under this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and are not the fault of such Party, including but not limited to acts of God; war, riots, acts of terrorism; strikes, labour disputes; government sanctions, failures of the telecommunications or information services infrastructure; fibre cuts; fire, flood, earthquake, storm, hurricane or other natural disasters. Upon occurrence of such events the affected Party will give prompt written notice to the other Party. Each Party is obligated to take all reasonable steps to minimize te effects of Force Majeure.
11.2. If a force majeure event occurs, the non-performing Party is excused from whatever performance is rendered impossible by the force majeure event to the extent prevented. Should the force majeure event exceed thirty (30) day period, either Party is entitled to terminate the Agreement by providing notice to the other Party.
12.1. Governing Law and Jurisdiction Is that of the Republic of Estonia. Any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability must be brought in the Republic of Estonia and you irrevocably consent to the jurisdiction of its courts. However, nothing in this clause shall limit the right of us to bring any action against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.12.2. Language. This Agreement is drafted in the English language. In case of any discrepancy between any translated versions of this agreement, the English version shall prevail over any other language.