Terms and Conditions
Roxy Affiliates Partner Program
Enrolment as an Affiliate in the Roxy Affiliates Program will require you to
register as an Affiliate by completing the online form or if requested, to
submit your details via e-mail directly to Roxy Affiliates. By downloading a
banner and placing it on your website/s, you are deemed to have agreed to be
bound by all the terms and conditions set out in this agreement. This agreement
details all the terms and conditions of membership to the Roxy Affiliates
program, designed to reward website owners (hereinafter referred to as "the
Affiliate") for directing new customers to the participating casino merchants,
(hereinafter referred to as "the Merchants" or "the Clients" as the case may
be) through its Affiliates Program agent Roxy Affiliates (hereinafter referred
to as "Roxy Affiliates" or "RA").
1. Responsibilities of the Affiliate
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1.1 |
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As Affiliates you are responsible for promoting the merchant by implementing
the advertising, banners and tracking URL's on your websites, e-mails or other
communications. |
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1.2 |
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You will present only approved content and topics on your site. Content that is
deemed unsuitable will result in the Affiliates agreement being terminated.
Unsuitable content is defined as any content we believe to be unsuitable as
defined in 10.2.9. |
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1.3 |
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Restrictions – You:
• are restricted to one Affiliate account only.
• shall not earn Commission on the Net Win and/ or Net Rake on Your own Customer Account nor on the Customer Account/s of Your employees or immediate family members.
If You or Your employees sign up as a Customer at one of Our Casino Merchants We shall have the right to terminate this Agreement.
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2. Affiliation Guidelines
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2.1 |
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Only approved and properly tagged creative materials, supplied by us from time
to time, may be used to promote the merchant. Advertorials and personal
endorsements are allowed but all materials not designed by the merchants must
be approved in writing by RA; such approval shall not be unreasonably withheld. |
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2.2 |
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You may not modify any banners or other creative material supplied by RA
without its prior written prior consent. |
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2.3 |
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By agreeing to participate in the Affiliates program, you are agreeing to
download banners, text or promotional material and place it on your site,
utilize it within e-mail or print. These methods are by which you may advertise
on the merchants' behalf. |
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2.4 |
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Banners and links may not be placed within unsolicited e-mail, unauthorized
newsgroup postings, or chat rooms or through the use of "bots". Traffic
generated illegally will not be counted. |
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2.5 |
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We will terminate this agreement immediately if there is any form of spamming
or if you discredit the merchants or Roxy Affiliates through false advertising,
written or uttered words. |
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2.6 |
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You shall not make any claims, representations, or warranties in connection
with us or the merchants and you shall have no authority to and shall not bind
us or the merchants to any obligations |
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2.7 |
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Without our prior written approval, you will only use our approved banners and
links and will not alter their appearance nor refer to us in any promotional
materials. The appearance and syntax of the hypertext transfer links are
designed and designated by us and constitute the only authorized and permitted
representation of our merchants sites. |
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2.8 |
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You will not knowingly benefit from known or suspected traffic not generated in
good faith whether or not it actually causes Roxy Affiliates or the Merchants
damage. Should fraudulent activity arise through a person directed to a site
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. Even if you have not knowingly generated such
traffic, we reserve the right to withhold referral fees with respect to such. |
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2.9 |
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No payments will be made for less than $100. In the event that an amount due to
the Affiliate is less than $100, then this amount will be carried over to the
next month.
| 2.9.1 |
For security purposes, prior to changing your payment method details, Roxy Affiliates may require you to furnish Roxy Affiliates with information such as proof of identity or other appropriate documentation as Roxy Affiliates, in its sole discretion, deems necessary. |
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3. Reporting and measurement
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3.1 |
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We will provide online reporting to each Affiliate detailing Registrations, New
Real Wagering Players, Total Number of Players, Revenue generated and
commission payable. |
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3.2 |
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We will, from time to time, make available such statistics as we deem to be
necessary to enable affiliates to better promote the merchant. |
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3.3 |
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We will enable affiliates to access this information online. Should this not be
possible at any stage, we will provide reports via e-mail detailing the
information mentioned above. It is understood that access to the system is not
a precondition for membership to the Affiliates program. |
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3.4 |
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We will provide affiliates with special promotional material and resources from
time to time, in order to assist affiliates to better market our merchants
sites. |
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4. Tagging of customers
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4.1 |
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You are only responsible for directing customers to the casino site. |
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4.2 |
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Only properly tagged customers can be assigned to an affiliate. Should an
Affiliate tag be improperly inserted into the Affiliate site or not properly
received by the casino server the resulting customer registration and purchases
will not be assigned to the affiliate. Therefore it is the responsibility of
the Affiliate to ensure that all links are properly tagged. |
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5. Revenue Sharing & Payment
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5.1 |
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Roxy Affiliates, as agent for the Merchants, will pay out a revenue share on
the Commissionable earnings generated by each customer, as defined by the
merchant. |
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5.2 |
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Commissionable earnings are calculated as the merchants casino gross win (total
wagers less payouts less progressive contributions on progressive games only),
less complimentary money, free money offers and other incentives offered to the
customer (Net Casino Revenue), less charge-backs and / or the merchants poker
rake (total rake) less complimentary money, poker processing fees, free money
offers and other incentives offered to the customer less charge-backs.
| 5.2.1 |
Charge-back example: A credit card holder discovers irregular transactions made
on his/her Credit/Debit Card, which were not authorized by him. The credit card
holder then requests his/her bank to reverse these charges. Charge backs relate
to fraudulent use by a third party of the credit card holder’s card or card
number. The processor reverses this amount from amounts due to the Merchant. |
| 5.2.2 |
Should the player process a charge back, the dispute or charged-back revenue
generated by yourself will be forfeited and therefore deducted from the total
balance due to you for the current month. |
| 5.2.3 |
Should this deduction of the accumulated revenue exceed your current amount
due, your balance will revert to a negative balance, and you will have to earn
revenue to cover the charge-back before you can start earning revenue again. |
| 5.2.4 |
Unlike with a player making a big win, which only lasts one month, a charge
back will stay due until the revenue generated by your other players has
covered the amount due. |
| 5.2.5 |
Please understand that the Merchant can only pay out a percentage of its
commissionable earnings, not fraudulent revenue.
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| 5.2.6 |
Complimentary Money, Free Money and Other incentives refer to those amounts
credited to the account of customers. As these customers/players have not
purchased such amounts we cannot pay commissions on these amounts. |
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5.3 |
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Commissionable earnings will be subject to commissions as calculated using the
tiered commission tables in force from time to time. We retain the right to
change the fee schedule and method of calculation of fees.
| 5.3.1 |
If in a calendar month, the number of new purchasing casino players referred by
you is greater than or equal to 1 and the Casino Commissionable Earnings
generated by you, in the calendar month, is greater than US $30,000 you will
earn 35% Commission on the Casino Commissionable Earnings. |
| 5.3.2 |
If in a calendar month, the number of new purchasing casino players referred by
you is greater than or equal to 1 and the Casino Commissionable Earnings
generated by you, in the calendar month, is greater than US $15,000 but less
than or equal to US $30,000 you will earn 30% Commission on the Casino
Commissionable Earnings. |
| 5.3.3 |
If in a calendar month, the number of new purchasing casino players referred by
you is greater than or equal to 1 and the Casino Commissionable Earnings
generated by you, in the calendar month, is less than or equal to US $15,000
you will earn 25% Commission on the Casino Commissionable Earnings. |
| 5.3.4 |
If in a calendar month, the number of new purchasing casino players referred by
you is equal to 0 (zero) you will earn 25% Commission on the aggregate Casino
Commissionable Earnings generated by your existing Casino players. This is
effective from 1 June 2005. |
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5.4 |
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Should the Affiliates close the month with a positive balance, commissions will be paid on the positive balance. Should the Affiliates close the month with a negative balance, this balance will NOT be carried forward to the next month, unless the negative balance is a result of a charge-back as described above or in the case of the high roller policy application (see point 5.7)
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5.5 |
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Commissionable earnings will be earned for the life of the customer, on all
transactions the customer undertakes at the merchant, for as long as the
Affiliate remains a member of this Affiliates program. |
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5.6 |
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Payments are made 7 days after the close of the preceding month. Payments are
effected by Check, Bank wire, ACH or other methods that may be available in the
future. Unless otherwise stipulated all payments will be made by Check. Should
the method be in the form of Check via courier or via a wire transfer if
available, these will be subject to a $40 processing fee, which will be
subtracted from any payments made. |
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5.7 |
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High roller Policy
| a. |
In any given month, if an individual player generates a negative net win of at least $10,000 ('high-roller'), and the aggregate net win in that month (for the casino) for that affiliate is negative $2,000 or greater, then the high-roller policy will apply. |
| b. |
If both of the above criteria are met (see point a) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller. |
| c. |
The negative balance carried forward cannot be set-off against other players' net win. |
| d. |
The negative balance carried forward cannot be greater than the total aggregate negative net win for the affiliate, for that month. |
| e. |
If there is more than one high-roller, the negative balance carried forward will be split proportionally between them. |
| f. |
The negative balance of a high-roller will be reduced by future positive net win that they generate in subsequent months. A negative balance will not be increased by future negative net win unless the high-roller meets the qualifying criteria in subsequent months. (see point a) |
| g. |
High Roller carry over when applicable will be clearly displayed within the financial report of the affiliate account. |
This policy will only apply to affiliates who have registered with roxyaffiliates after the 1st of July 2009.
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6. Policies & Confidentiality
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6.1 |
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The merchants assume ownership of the customer at point of first contact with
the visitor. You, as affiliate, act as a referring agent for the merchants. We
reserve the right to refuse customers (or to close their accounts) if necessary
to comply with any requirements we may periodically establish.
In the event that any Players' account/s are suspended or closed by us and
subsequently reactivated at a later stage, such Player/s will be
reassigned/retagged to You and You will be entitled to earn referral fees in
respect of such Player in accordance with the then prevailing commission model
applicable to your account.
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6.2 |
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By opening an account with a customer, that person or entity will become our
Customer and, accordingly, all Client rules, policies, and operating procedures
will apply to them. |
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6.3 |
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During the term of this Agreement, you may be entrusted with confidential
information relating to the business, operations, or underlying technology of
our Clients and/or the Affiliates program (including, for example, referral
fees earned by you under the program). You agree to avoid disclosure or
unauthorized use of the confidential information to third persons or outside
parties unless you have our prior written consent and that you will use the
confidential information only for purposes necessary to further the purposes of
this Agreement. Your obligations with respect to confidential information shall
survive the termination of this Agreement. |
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7. Limited License
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7.1 |
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We hereby grant to you a non-exclusive, non-transferable license, during the
term of this Agreement, to use our Clients' intellectual-property marks
(licensed, in turn by us, from their owner) solely in connection with the
display of the banners on your site. |
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7.2 |
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By this Agreement, we grant you the non-exclusive right to direct customers to
our Clients' sites and services, in accordance with the terms and conditions of
this Agreement. This Agreement does not grant you an exclusive right or
privilege to assist us in the provision of services arising from your
referrals, and we reserve the right to contract with and obtain the assistance
from other parties at any time to perform services of the same or similar
nature as yours. You shall have no claims to referral fees or other
compensation on business secured by or through persons or entities other than
you. |
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7.3 |
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This license cannot be sub-licensed, assigned or otherwise transferred by you.
Your right to use the marks is limited to and arises only out of this license
to use the banners. You shall not assert the invalidity, unenforceability, or
contest the ownership of the marks in any action or proceeding of whatever kind
or nature, and shall not take any action that may prejudice our or our
licensor's rights in the marks, render the same generic, or otherwise weaken
their validity or diminish their associated goodwill. |
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7.4 |
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We reserve the right to revoke this license at any time and it shall have been
deemed revoked at the termination of this agreement, for whatsoever reason. |
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8. Legal Responsibility
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8.1 |
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Ownership and content of our and our clients sites remain our respective
properties and shall not be deemed to have been transferred to the Affiliate
through any act or omission in respect of the affiliation agreement. |
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8.2 |
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Ownership, content and liability for Affiliates sites are the sole
responsibility of the affiliate. You will be solely responsible for the
development, operation, and maintenance of your site and for all materials that
appear on your site. |
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8.3 |
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You will indemnify and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to the development,
operation, maintenance, and contents of your site. |
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8.4 |
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It is the affiliates responsibility to follow the correct linking and tagging
procedure to ensure new customer tracking and payment. |
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8.5 |
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Presentation of our banners & content on affiliate's site is the
responsibility of affiliate. The Affiliates must ensure that our content is
presented in accordance with our prescriptions. |
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8.6 |
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Affiliates must ensure that any material posted on their site is legal and does
not infringe copyright or violate any rights. |
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8.7 |
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We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our site. You will be notified of any modification via e-mail
should the site not be operational for any reason. Modifications may include,
for example, changes in the scope of available referral fees, fee schedules,
payment procedures, and referral program rules. IF ANY MODIFICATION IS
UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE
OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. |
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8.8 |
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Spam - We do not condone Spam.
| 8.8.1 |
Any form of Spam will result in your account being placed under review and all
funds due being withheld pending an investigation into your account. You need
to be aware that our clients are liable to incur expenses in dealing with Spam
generated mail and these same expenses will be deducted from your account
should our client seek recourse. In this instance the amount determined by the
relative client 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 yourself as fair and reasonable and as agreed to by registration as
an Affiliates of Roxy Affiliates. |
| 8.8.2 |
Should these expenses not be covered by funds in your account we reserve the
right to investigate other alternative means for obtaining payment for example:
should your account have generated purchasing accounts we will hold payment of
commission for these accounts until such a time as the account for damages has
been cleared. Should your account not be active and be generating profit
through commission payments we reserve the right to demand payment from the
account holder. |
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8.9 |
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You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. You will have no authority to
make or accept any offers or representations on our behalf. You will not make
any statement, whether on your site or otherwise, that reasonably would
contradict anything in this paragraph. |
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9. Miscellaneous
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9.1 |
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Governing Law & Jurisdiction
This Agreement will be governed by the laws of Belize without reference to
rules governing choice of laws. Any action relating to this Agreement must be
brought in Belize and you irrevocably consent to the jurisdiction of its
courts. |
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9.2 |
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Assignability and Enurement
You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this Agreement will be
binding on, inure to the benefit of, and enforceable against you and us and our
respective successors and assigns. |
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9.3 |
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Non-Waiver
Our failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement. NO MODIFICATIONS,
ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL
BE RECOGNIZED BY US. None of our employees, officers or agents may verbally
alter, modify or waive any provision of this Agreement. |
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9.4 |
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Remedies
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the
exercise of one or more of the provisions of this Agreement shall not preclude
the exercise of any other provision. You acknowledge, confirm, and agree that
damages may be inadequate for a breach or a threatened breach of this Agreement
and, in the event of a breach or threatened breach of any provision of this
Agreement, the respective rights and obligations of the parties may be
enforceable by specific performance, injunction, or other equitable remedy.
Nothing contained in this Agreement shall limit or affect any of our rights at
law, or otherwise, for a breach or threatened breach of any provision of this
Agreement, it being the intent of this provision to make clear that our
respective rights and obligations shall be enforceable in equity as well as at
law or otherwise. |
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9.5 |
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Severability / Waiver
Whenever possible, each provision of this Agreement shall 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 effective. |
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10. Term & Termination
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10.1 |
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The term of this Agreement will begin when you download a merchant banner and
link it to our site 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. |
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10.2 |
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Upon termination:
| 10.2.1 |
You must remove our Clients' banner/s from your site and disable any links from
your site to theirs and ours.
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| 10.2.2 |
All rights and licenses given to you in this Agreement shall immediately
terminate. |
| 10.2.3 |
You will be entitled only to those unpaid referral fees, if any, earned by you
on or prior to the date of termination. You will not be entitled to referral
fees occurring after the date of termination.
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| 10.2.4 |
If you have failed to fulfill your obligations and responsibilities, we will
not pay you the referral fees otherwise owing to you on termination. |
| 10.2.5 |
We may withhold your final payment for a reasonable time to ensure that the
correct amount is paid. |
| 10.2.6 |
If we continue to permit activity (generation of revenue) from customers after
termination, this will not constitute a continuation or renewal of this
Agreement or a waiver of termination. |
| 10.2.7 |
You will return to us any confidential information, and all copies of it in
your possession, custody and control and will cease all uses of any trade
names, trademarks, service marks, logos and other designations of the
merchants. |
| 10.2.8 |
You and we will be released from all obligations and liabilities to each other
occurring or arising after the date of such termination, except with respect to
those obligations that by their nature are designed to survive termination, as
set out in this Agreement. Termination will not relieve you from any liability
arising from any breach of this Agreement, which occurred prior to termination. |
| 10.2.9 |
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT
YOUR SITE IS UNSUITABLE. 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. |
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11. Relationship of Parties
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11.1 |
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Indemnity
You shall defend, indemnify, and hold our Clients and their electronic cash
providers, their 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 (a) any breach by you of any warranty, representation, or
agreement contained in this Agreement, (b) the performance of your duties and
obligations under this Agreement, (c) your negligence or (d) any injury caused
directly or indirectly by your negligent or intentional acts or omissions, or
the unauthorized use of our banners and link or this referral program. |
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11.2 |
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Disclaimers
We make no express or implied warranties or representations with respect to the
referral program or referral fee payment arrangements (including, without
limitation, their functionality, warranties of fitness, merchantability,
legality, non-infringement, or any implied warranties arising out of a course
of performance, dealing, or trade usage). In addition, we make no
representation that the operation of our site will be uninterrupted or
error-free and will not be liable for the consequences of any interruptions or
errors. |
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11.3 |
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Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this Agreement or
the referral program, even if we have been advised of the possibility of such
damages. Further, our aggregate liability arising with respect to this
Agreement and the Program will not exceed the total referral fees paid or
payable to you under this Agreement. Nothing in this Agreement shall be
construed to provide any rights, remedies or benefits to any person or entity
not a party to this Agreement. Our obligations under this Agreement do not
constitute personal obligations of our directors, officers or shareholders. Any
liability arising under this Agreement shall be satisfied solely from the
referral fee generated and is limited to direct damages. |
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12 |
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Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND
AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO
OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THIS REFERRAL PROGRAM AND ARE NOT RELYING ON
ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT |
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IN WITNESS WHEREOF, by having read, the terms and conditions, and acknowledging
such in the Affiliates sign-up form or via e-mail acknowledgement should the
Affiliates website not be operational, you agree to all the terms and
conditions contained herein. Roxy Affiliates reserves the right to withhold
payment from any Affiliate that violates any of the terms and conditions
contained herein. |
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Last updated: Monday, June 1, 2009
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