Affiliate program Terms and Conditions.
1. Definitions
“Agreement” means all the terms and conditions set out in this document, the Privacy Policy, and any other rules of the Client made known to the Affiliate.
“Affiliate” means the person or entity, who applies to participate in the Affiliate Program.
“Affiliate Program” means the collaboration between the Client and the Affiliate whereby the Affiliate will promote the Client Website and create the Links from the Affiliate Website(s) to the Client Website and thereby be paid a Commission as defined under this Agreement depending on the traffic generated to the Client Website subject to the terms and conditions of this Agreement.
“Affiliate Website(s)” means one or more websites on the Internet that are maintained and operated by the Affiliate.
Client - ZINTREX LIMITED, a company registered in accordance with Costa Rican Law with registration № 3102802943. Registered office and Physical address: WWM3+W72, ASG office center, San Francisco, San José Province, San José, Costa Rica.
“Client Website” means astrajam.com.
“Commission” means the Revenue Share, Hybrid or any other commission that may be offered to the Affiliate within the Affiliate Program.
“Revenue Share” - Commission that is calculated as the percentage of Net Revenue referred by the Affiliate in the past thirty (30) days.
“Net Revenue” means in relation to the casino: all monies received by Client`s Websitesfrom New Customers in relation to casino activities except monies paid out to New Customers as winnings, bonuses and/or loyalty bonuses, administration fees, fraud costs, charge-backs, returned stakes, monies paid out as duties or taxes, jackpot contribution, and any commissions/fees due to third parties for providing/licensing games and/or games software.
“Links” means Internet hyperlinks from the Affiliate Website(s) to the Client`s Website.
“New Customer” means a new first-time customer of the Client who has created a new player account, registered directly after having been referred from the Affiliate Website(s) to the Client`s Website; has made a first deposit amounting to at least the applicable minimum deposit at the Client`s Website in accordance with the applicable terms and conditions of the Client`s Website, but excluding the Affiliate, its employees, relatives and/or friends; and is not already in the Client customer database (where the customer has previously closed his player account and opened a new one through the Affiliate, such condition shall be deemed not to be satisfied).
“Confidential Information” means any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and conditions, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Client`s Website, technology, marketing plans and manners of operation.
“Parties” means the Client and the Affiliate (each a “Party”).
2. Introduction
2.1 The Client is responsible for the marketing services of the online gaming activities offered through the Client`s Websites.
2.2 The Affiliate maintains and operates the Affiliate Website(s).
2.3 This Agreement sets out the general terms and conditions of the Affiliate Program and is entered into between the Client and the Affiliate.
2.4 By completing and accepting the application the Affiliate accepts and agrees to abide by, all the terms and conditions of the Agreement.
3. Qualifying Conditions
The Affiliate hereby represents and warrants that:
(a) it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement;
(b) it has obtained and will maintain in force all necessary registrations, authorizations, consents, and licenses necessary to fulfill its obligations under this Agreement; and
(c) it fully understands and accepts the terms and conditions of this Agreement.
4. Responsibilities and Obligations of the Client
4.1 Upon conclusion of the Agreement, a unique player-tracking code is assigned to the Affiliate, and the Affiliate is integrated into the technical platform of this Website. By means of the player tracking code, New Customers are acquired via the Link(s) on the Affiliate Website, and the bets placed during such sessions are registered and/or can be tracked.
4.2 The Client shall provide the Affiliate with all information and marketing material necessary for the implementation of the Links.
4.3 The Client shall administrate the turnover generated via the Links, record the net revenues and the total amount of commission earned via the Links, provide the Affiliate with commission statistics, and handle all customer services related to the business of the Client. A unique tracking identification code will be assigned to all New Customers.
4.4 The Client shall pay the Affiliate its compensation depending on the traffic generated subject to the terms and conditions of this Agreement.
5. Clients’s Rights to refuse or close accounts and applicants
5.1 The Client may refuse any applicant New Customer or close a New Customer’s account if it in the sole opinion of the Client is necessary to comply with the Client`s policy and/or to protect the interest of the Client.
5.2 The Client may refuse any applicant Affiliate and/or may close any Affiliate’s account if it in the sole opinion of the Client is necessary to comply with Client’s policy and/or to protect the interest of the Client. If the Affiliate is in breach of this Agreement the Client may besides closing the Affiliate’s account take any other steps at law to protect its interest.
6. Responsibilities and Obligations of the Affiliate
6.1 The Affiliate hereby warrants and undertakes:
(a) to use its best efforts to actively and effectively advertise, market, and promote the Client`s Website as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Client as may be forwarded from time to time and/or accessible online;
(b) to market and refer potential players to the Client`s Website at its own risk, cost, and expense. The Affiliate will be solely responsible for the distribution, content, legality, and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper, and lawful under applicable laws and regulations and in accordance with this Agreement;
(c) to use only links provided within the scope of the Affiliate Program; and
(d) to be responsible for the development, operation, and maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s).
6.2 The Affiliate hereby undertakes, represents, and warrants that:
(a) it will not perform any act, and that the Affiliate Website(s) neither does nor will contain any material, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
(b) it will not target any person who is 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;
(c) it will not target any jurisdiction where gambling and the promotion thereof is illegal;
(d) it acknowledges the Client’s ongoing commitment for the prevention of gambling addiction and that the Affiliate will co-operate with the Client to actively reduce gambling addictions by, for example, placing links provided by the Client on the Affiliate Website(s) that direct traffic to websites involved in the business of preventing gambling addictions;
(e) that it will not generate traffic to the Client`s Website by illegal or fraudulent activity, particularly but not limited to by:
(i) sending spam;
(ii) registering as a player or making deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees, or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud Client. Violation of this provision shall be deemed to be fraud;
(iii) that it will not present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Client Website and/or the Client or convey the impression that the Affiliate Website(s) is partly or fully originated with/from the Client Website and/or the Client.
(f) Affiliate may not use intellectual property rights of the Client unless the Client consents to such use in writing or marketing material forwarded by the Client.
6.3 The Client reserves the right to freeze the Affiliates 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.
7. Payment
7.1 The Client agrees to pay the Affiliate the Commission. The Commission shall be deemed to be inclusive of value-added tax or any other applicable tax. The Affiliate shall be entitled to receive the Commission exclusively in respect of New Customers.
7.2 The Commission is calculated at the end of each month and payments shall be made by the 15th of the following calendar month, provided that the amount due exceeds 100 (one hundred) euros (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceed the Minimum Threshold.
7.3 Payment of Commissions shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Application. If an error is made in the calculation of the Commission, the Client reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
7.4 The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
7.5 If the Affiliate disagrees with the balance due as reported, it shall notify the Client within thirty (30) days from the date of payment and state the reasons for the disagreement. Failure to notify the Client within the prescribed time limit shall be deemed to be considered an irrevocable acknowledgment of the balance due for the period indicated.
7.6 The Client may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Client needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
7.7 No payment shall be due if the Client has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.
7.8 The Affiliate agrees to return all Commissions received based on fraudulent or falsified transactions and indemnify the Client for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees, and costs).
7.9 The Client reserves the right to set limits for a minimum activity level on the Affiliate’s accounts. Such minimum activity levels will be continuously reviewed and the Client reserves the right to terminate any agreement not reaching the limit. Such limit shall not be unreasonably high and basically reflect the intention of avoiding accounts where the revenue does not cover the Client’s internal costs for maintaining the account and the pay-out procedure.
7.10 The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges, and any other money payable or due both locally and abroad (if any) to any tax authority, department, or other competent entity as a result of the compensation generated under this Agreement. The Client 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 indemnify the Client in that regard.
8. Affiliate Website(s) and the Links
8.1 The Affiliate expressly acknowledges and agrees that the use of the Internet and the Affiliate Program is at the Affiliate’s own risk. The Client makes no guarantee concerning the accessibility of the Client`s Website at any particular time or location. The Client shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error, or omission in, or loss, injury, or damage caused in whole or in part by failures, delays, or interruptions of, the Client`s Website or the Affiliate Program.
8.2 During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between the Client and the Affiliate.
8.3 The Client has the right to monitor the Affiliate Website(s) in order to ensure the Affiliate’s compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Client with all data reasonably requested in order to perform such monitoring.
8.4 The Affiliate shall not register or purchase domain names, keywords, search terms, or other identifiers for use in advertising or search or referral services that are similar or identical with the trademarks of the Client.
8.5 The Affiliate shall not take any action which could cause any confusion as to the Client`s Website’s relationship with the Affiliate and the Affiliate Website(s).
8.6 The Affiliate shall at all times comply with the relevant data protection legislation.
9. Termination
9.1 This Agreement may be terminated by either Party by giving thirty (30) days written (by email) notice to the other Party. Provided that the Client is precluded from offering the online gaming services to customers this Agreement shall be automatically terminated.
9.2 The Parties hereby agree that on termination of this Agreement:
(a) the Affiliate must remove all references to the Client Website from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;
(b) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any and all trademarks, service marks, logos, and other designations vested in the Client`s Website;
(c) the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however, provided that the Client may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Commissions after the effective termination date;
(d) if this Agreement is terminated by the Client due to the Affiliate’s breach of any terms and conditions of this Agreement, the Client shall be entitled to withhold the Affiliate’s earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach;
(e) the Affiliate must return to the Client any and all Confidential Information (and all copies and derivations thereof) in the Affiliate’s possession, custody, and control;
(f) the Affiliate will release the Client from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.
10. Liabilities and Indemnification
10.1 The Client shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for:
(a) any economic losses, including but without limitation, loss of profits, revenues, business, contracts, or anticipated savings);
(b) any indirect or consequential losses; or
(c) any loss of goodwill or reputation.
10.2 The Affiliate agrees to defend, indemnify and hold the Client and its group companies/affiliates successors, officers, employees, agents, directors, shareholders, and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from:
(a) any breach of Affiliate’s representations, warranties, or obligations under this Agreement;
(b) Affiliate’s use (or misuse) of the marketing material and the Client’s and/or its group companies Intellectual Property Rights;
(c) all conduct and activities occurring under Affiliate’s user ID and password;
(d) any defamatory, libelous, or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data;
(e) any claim or contention that the Affiliate Website(s) or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity;
(f) third-party access or use of the Affiliate Website(s) or the Affiliate’s information and data;
(g) any claim related to Affiliate Website(s) or the Links; and
(h) any violation of this Agreement or any applicable laws.
10.3 The Client and its group companies reserve the rights to participate, at its own expense, in the defense of any matter or claim in relation to the above.
11. Confidentiality
11.1 All Confidential Information shall be treated confidentially and must not be used for own commercial or other purposes or shared with any person or third party neither direct nor indirectly without the prior explicit and written consent of the Client.
11.2 The Affiliate shall not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
11.3 This clause 11 shall survive the termination of this Agreement.
12. Intellectual Property
12.1 Nothing contained in this Agreement will grant either Party any right, title to, or interest in the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer, or any other right to any Intellectual Property Rights.
12.2 All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases, and personal data) shall be and become the sole property of the Client without any rights to the Affiliate.
12.3 At no time during or after the term of this Agreement shall a Party attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.
13. Relationship of the Parties
13.1 Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) 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 confer on 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.
14. Miscellaneous
14.1 In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail.
14.2 Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.
14.3 No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.
14.4 Any notice given or made under this Agreement to the Client shall be sent by email to and marked for the attention of the Affiliate Manager unless otherwise notified by the Client.
14.5 The Affiliate may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of the Client. The Client may assign this Agreement and all its rights hereunder to any group company or third party.
14.6 The Client’s failure to enforce the Affiliate’s adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.
14.7 The Client and the Affiliate will work in close cooperation at all times for the mutual benefit of making the Affiliate Program a successful collaboration.
14.8 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 labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualties. 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 majeure event subsists for a period exceeding thirty (30) days then either Party may terminate this Agreement with immediate effect by providing a written notice.
15. Amendments to this Agreemen
The Client reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, a written notice of the amendments will be sent to the Affiliate’s registered email address and such notice will be deemed to be served once sent by the Client. The Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.
16. Governing Law & Jurisdictions
The validity, construction, and performance of this Agreement and any claim, dispute, or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Costa Rica.