Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask for the same consideration from you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at firstname.lastname@example.org.
AFFILIATE AGREEMENT – Clover Bingo (www.cloverbingo.com)
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN (“Traffic Label LTD”, “THE COMPANY”, ”WE”, “US” OR “OUR”) AND OUR AFFILIATES ("AFFILIATE," "YOU," "YOUR," "YOURS," OR "YOURSELF,") .
BY BECOMING OUR AFFILIATE PARTNER, 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.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in www.cloverbingo.com Affiliate Programme. The purpose of this Agreement is to allow linking between your web site and www.cloverbingo.com web site.
'Marketing Partner' means the owner of the brand Clover Bingo, often referred to as the white label owner. This is the person or entity who negotiates the affiliate Agreement with you and is explicitly not the Merchant.
“Merchant” means Jumpman Gaming Limited and any of its Associated Companies. For the avoidance of doubt, this does not include the Marketing Partner.
- Affiliate Obligations
2.1. To begin the enrolment process, you will complete and submit the online application at http://www.cloverbingo.com/affiliates/login/. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Programme, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our programme.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are www.cloverbingo.com or any other affiliated business.
2.2. As a member of www.cloverbingo.com Affiliate Programme, you will have access to Affiliate Account Manager. Here you will be able to review our Programme’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Merchant.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. The Company reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be entirely your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should be made to enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be in writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
- Rights and Obligations
3.1. The Company has the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the www.cloverbingo.com Affiliate Program.
3.2. The Company reserves the right to terminate this Agreement and your participation in the www.cloverbingo.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the www.cloverbingo.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, www.cloverbingo.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless and until terminated.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will be deemed to have terminated immediately upon any breach of this Agreement by you. In the event of our Termination of this agreement unless otherwise stated it will take immediate effect and commission earned (unless deemed fraudulent) will only be paid up to and until the date of written Termination is sent by us.
No further commission will be deemed to have been earned by you after the date of Termination.
No further commission will be payable to you after the date of Termination.
Upon Termination you will immediately remove all materials and links on your websites relating to www.cloverbingo.com.
Any Termination is without prejudice.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the Company’s payment procedures and www.cloverbingo.com Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in www.cloverbingo.com Affiliate Programme following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
- Payment Terms
The onus to claim affiliate commission payments is on The Affiliate.
Payments can be made via BAC’s or Paypal. Affiliates are responsible for any Paypal transaction fees or banking or international transfer charges.
We have a Zero payment threshold.
Payment requests must be made in GBP, with both the Affiliates contact details and address and our company details. Invoices should be made out to the following - Traffic Label Limited, Tumbleweed, Hook Hill Lane, Mayford, Woking, Surrey GU22 0PS. Invoices must be emailed to us at email@example.com.
Invoices received before the 20th of the month, will be paid within the same month. Any invoices received after the 20th will be paid on the following month’s payment run.
We will not pay backdated affiliate commission of more than 90 days from the date the affiliates invoice is received.
For the avoidance of doubt The Company will not pay invoices received for commission earned during any period more than 90 days prior to the receipt of the invoice.
It is strongly recommended that you invoice us on a monthly basis.
We reserve the right to withhold / or recover any affiliate commission payments or referral fees if we deem an affiliate has sent traffic not using any of our accepted marketing practices or if fraudulent activity is linked to any player/players who have been referred.
In the event of any affiliate commission payment disagreement, our decision is final.
- Access to Affiliate Account Interface
You will create a password so that you may enter www.cloverbingo.com secure affiliate account interface. From our affiliate site you will be able to receive your reports that will describe our calculation of the commissions due to you.
- Promotion Restrictions
8.1. You are free to promote your own web sites, but any promotion that mentions www.cloverbingo.com in a way that could be perceived by the public or the press as a joint effort is prohibited. You should know that certain forms of advertising are always prohibited by www.cloverbingo.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote www.cloverbingo.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote www.cloverbingo.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from www.cloverbingo.com. If it comes to our attention that you are spamming, we will consider that cause for immediate Termination of this Agreement and your participation in the www.cloverbingo.com Affiliate Programme. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. We strictly forbid any keyword bidding / PPC (Pay-Per-Click campaigns) on keywords such as cloverbingo.com, cloverbingo, www.cloverbingo, www.cloverbingo.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords. These will be considered trademark violations and you will be banned from www.cloverbingo.com Affiliate Programme.
8.3. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice.
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited www.cloverbingo.com (i.e., no page from our site or any www.cloverbingo.com content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open www.cloverbingo.com site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
- Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of www.cloverbingo.com Affiliate Programme. You agree that all uses of the Licensed Materials will be on behalf of www.cloverbingo.com and the good will associated therewith will inure to the sole benefit of www.cloverbingo.com.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
- Affiliate Commission
We will pay the following percentage of Total Net Revenue dependent upon how many new FTD (First Time Depositing) players you send each month. Net Revenue percentage of Commission is paid on your referred players and is derived as follows – Deposits, Less withdrawals, plus any adjustments. Where adjustments occur, these could include negative amounts due to chargebacks.
10.1 – 0 FTD Players per month – Earn 20% of Total Net Revenue
10.2 – From 1 player to 20 players – Earn 25% of Total Net Revenue
10.3 – From 21 players + per month – Earn 30% of Total Net Revenue
10.4 CPA (Cost Per Acquisition) Hybrid/Increased Revenue Share Deals will only be valid when confirmed in writing via email by you the affiliate. The onus is not on us to confirm any CPA/hybrid or increase revenue share deals. Please ensure any CPA / Hybrid or increased revenue share deals are confirmed via email with our affiliate manager at firstname.lastname@example.org. Failure to do so will make any deal null and void.
10.5 We will deduct 15% POC Tax from the Affiliate share of Total Net Revenue affiliate commission before payment. You can view POC deductions on your affiliate reports each month.
Traffic Label LIMITED MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING www.cloverbingo.com SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF www.cloverbingo.com ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations and Warranties
You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL www.cloverbingo.com CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Traffic Label Limited, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
- You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Traffic Label Limited or www.cloverbingo.com. 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 web site or any other of your web sites or otherwise, that reasonably would contradict anything in this Section.
16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
16.3. This Agreement shall be governed by and interpreted in accordance with all United Kingdom laws.
16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
16.7 Good Faith. You will act towards www.cloverbingo.com with good faith at all times.