Terms And Conditions
Referral Agreement for ACROPOLISCASINOS.COM Online Casino.
Stanley Entertainment NV, (a company incorporated under
the laws of Curacao in the Netherlands Antilles), trading
as Acropoliscasinos.com ("THE COMPANY") is in the business
of producing, marketing, and promoting online casino services
(the "Service"), which are accessed on the Internet through
the use of a personal computer, modem and/or direct Internet
access.
The Referral Company or person ("Referral Company") desires
to obtain from THE COMPANY, and THE COMPANY agrees to grant
the Referral Company, the non-exclusive right and license
to advertise, market and promote the Service. THE COMPANY
shall reimburse the Referral Company for these promotional
services, in accordance with the following terms and conditions:
1. Grant of Promotion and Distribution License
1.1. THE COMPANY grants the Referral Company the non-exclusive,
non-transferable right and license to advertise, market
and promote the Service ("Promotion Rights"), in accordance
with the terms and conditions hereof. All other rights and
licenses not expressly granted to the Referral Company herein
are reserved by THE COMPANY.
2. Rights and Obligations of THE COMPANY
2.1. THE COMPANY shall retain the right to provide the
Service in any form THE COMPANY deems appropriate; and retains
the right to change any part of the Service, at any time
and in any manner THE COMPANY deems appropriate, without
prior notice to the Referral Company. However, any strategic
change of policy towards Referral such as cancel any part
of the Service at any time, shall be made with prior notice
to the Referral Company.
2.2. THE COMPANY shall retain the right to cancel any part
of the Service at any time and in any manner THE COMPANY
deems appropriate. However, should THE COMPANY want to cancel
any part of the Service, and /or any Promotional Rights,
because of any failure or breach of these Terms and Conditions
on behalf of the Referral Company, THE COMPANY shall give
the Referral Company notice of this fact in order to give
the Referral Company the possibility to correct the matter
and overcome the failure. Cancellation shall be effective
seven (7) days after notice of default to the Referral Company
if the default has not been cured within such seven-day
period.
2.3. Notwithstanding the terms of these Terms and Conditions,
THE COMPANY shall not be held responsible or liable for
any loss of income, or loss of the ability to produce income,
incurred by the Referral Company; even if such losses should
arise from the inability of THE COMPANY to deliver the Services
stipulated in these Terms and Conditions for any reason
whatsoever, whether THE COMPANY is at fault or whether a
third party is at fault.
3. Obligations of The Referral Company
3.1. The Referral Company shall use its best efforts to
actively and effectively advertise, market and promote the
Service as widely as possible so as to maximize the benefit
to the Referral Company and to THE COMPANY.
3.2. The Referral Company shall only engage in advertising,
marketing and promotional efforts which do not violate any
law, and which reflect positively upon the business reputation
of THE COMPANY. In particular, the Referral Company agrees
to market the Service in a manner that is consistent with
the content and style of the Service. In connection therewith,
THE COMPANY shall have the right to review and approve (approval
shall not be unreasonably withheld) the manner and methods
of advertising, marketing and promotion used by the Referral
Company in connection with the Service.
3.3. Approval of the manner and methods of advertising,
marketing and promotion as referred to in clause 3.2 may
be withheld if THE COMPANY determines, in its sole discretion,
that the activities of the Referral Company would tend to
impair or reduce the value of THE COMPANY goodwill and business
reputation, or would expose THE COMPANY to legal liability.
3.4. Notwithstanding the approval by THE COMPANY given
in accordance with section 3.2 of these Terms and Conditions,
THE COMPANY shall under no circumstances be held liable
for--and the Referral Company shall indemnify, defend and
hold THE COMPANY harmless against--any and all claims asserted
against THE COMPANY by reason of the Referral Company's
marketing and promotional efforts. The Referral Company
shall bear all costs and expenses incurred in connection
with the advertising, marketing and promotion of the Service;
including without limitation, all costs directly related
to marketing.
4. Compensation
4.1. As used herein, the Referral Company's percentage
("Referral Percentage") shall be defined as the compensation
paid to the Referral Company, based on the percentage of
actual Net Revenue received from customers (the "Users"),
who utilize the Service after being referred to the Service
by the Referral Company. The actual Referral Percentage
shall be defined as:
USD
| Players Monthly Revenue |
Commission Level |
| $0 - $18,000 |
25% |
| $18,001 - $46,000 |
30% |
| $46,001 + |
35% |
GBP
| Players Monthly Revenue |
Commission Level |
| £0 - £10,000 |
25% |
| £10,001 - £25,000 |
30% |
| £25,001+ |
35% |
EURO
| Players Monthly Revenue |
Commission Level |
| €0 - €14,500 |
25% |
| €14,501 - €36,000 |
30% |
| €36,001+ |
35% |
based on net monthly revenue as defined in clause 4.2.
4.2. Net revenue shall be calculated as being the Users
net losses after the deduction of winnings, bonuses, chargebacks,
and any other financial charges as may be applied from time
to time ("Net Revenue").
4.3. 4.3. THE COMPANY shall pay the Referral Company the
Referral Percentage monthly in arrears each month for services
rendered during the preceding calendar month. Payment shall
be initiated by the 15th day of the calendar month following
the calendar month in which the Referral Percentage accrued
by making the funds available by cheque, NETeller, Wire
Transfer (if monthly commission exceeds $750) or the THE
COMPANY Online Casinos account of the Referral Company.
4.4. THE COMPANY shall have the right to withhold any and
all payments to the Referral Company if the Referral Company
is in breach of this these Terms and Conditions.
4.5. THE COMPANY shall pay only where players have completed
such wagering and purchasing requirements as may be specified
on THE COMPANY's affiliate website.
5. Term of Duration and Cancellation
5.1. THE COMPANY has the right to cancel the Promotion
Rights with immediate effect if with the Referral Company
is in material breach of these Terms and Conditions. Such
breach includes, but is not limited to, situations when
the Referral Company engages in advertising, marketing,
distribution and promotional efforts that would impair THE
COMPANY goodwill and business reputation, or would, in the
opinion of THE COMPANY, expose THE COMPANY to legal liability.
5.2. Upon the cancellation of the Promotion Rights, the
Referral Company shall immediately return to THE COMPANY
any and all materials, over which THE COMPANY has a proprietary
right, that are in the Referral Company's possession and/or
in the possession of the Referral Company's agents, servants
and employees. The Referral Company shall also immediately
remove any hyperlinks and materials, over which THE COMPANY
has a proprietary right, from the Referral Company's web
site and/or the web sites of the Referral Company's agents.
5.3. If the Promotion Rights are cancelled, and the Referral
Company is not in default of these Terms and Conditions,
the Referral Company shall have the right to continue to
receive a Referral Percentage on referred Users who continues
to utilize the Service after being referred to the Service
by the Referral Company during one month after the day of
the cancellation.
5.4. Users that utilize THE COMPANY facilities and services
and all information relating to such Users shall remain
the property of THE COMPANY at all times.
6. Statement
6.1. Payments to the Referral Company under clause 4.2
above shall be accompanied by a written statement that specifies
the calculation of the sum to be paid to the Referral Company.
In addition, statements may be adjusted by THE COMPANY from
time to time to reflect overpayments, consumer chargebacks
and/or credits or underpayments to consumers by THE COMPANY.
7. Exclusivity, Non-Competition and Ownership of the
Service.
7.1. The Referral Company agrees, understands and acknowledges
that THE COMPANY may enter into Agreements of this type
with third parties to promote the Service or a similar version
thereof.
7.2. The Referral Company has not paid consideration for
the use of the trademarks, logos, copyrights, trade names,
or designations belonging to THE COMPANY, and nothing contained
in these Terms and Conditions shall give the Referral Company
any right, title or interest in or to any of them.
7.3. The Referral Company acknowledges that THE COMPANY
own and retain all copyrights and other proprietary rights,
as well as any software supplied by THE COMPANY, in all
of the foregoing. The Referral Company shall not assert
any claim or interest in or to any trademark, trade name,
copyright, servicemark or logo belonging or licensed to
THE COMPANY, or do anything to adversely affect their validity
or enforceability. This includes any act or assistance to
any act that may infringe, or lead to the infringement of,
any software copyright.
7.4. Without limiting the generality of the foregoing terms,
the Referral Company shall not itself attempt, or assist
any third party in attempting, to register any domain name,
trademark, trade name or other proprietary right with any
governmental agency (federal, provincial, local or otherwise)
or with any other entity or authority, without the express,
unequivocal and unambiguous prior written consent of THE
COMPANY. The Referral Company shall not attach any additional
trademarks, logos or trade designations to the Software;
and shall ensure that none of the trademarks (or any variations
thereof) appear in any portion of the Referral Company's
name, or any name under which the Referral Company conducts
business. The Referral Company shall not affix a trademark,
logo or trade name of THE COMPANY to any non-THE COMPANY
product. The Referral Company shall not alter, erase, deface
or overprint any notice of proprietary rights on anything
provided by THE COMPANY.
8. Confidentiality and Non-Disclosure
8.1. The Referral Company and THE COMPANY each agree that
each may have access to, and become acquainted with, Confidential
Information of the other. The Referral Company and THE COMPANY
each specifically agree not to misuse, misappropriate or
disclose any such Confidential Information, directly or
indirectly, to any third party.
9. Representations, Warranties and Indemnity
9.1. The Referral Company warrants, represents and covenants
to THE COMPANY that that it has all necessary rights, licenses,
permissions and business permits; and will comply with all
applicable laws, rules and regulations in connection with
promoting the Service to Users.
9.2. The Referral Company agrees to indemnify and render
THE COMPANY harmless against claims, liabilities, causes
of action, damages, judgments, costs and expenses arising
out of, or in any way connected with, any breach or alleged
breach by the Referral Company of any representation, warranty
or agreement contained in this Section 9, or elsewhere in
these Terms and Conditions.
10. Disclaimer
10.1 THE COMPANY make no express or implied warranties
or representations with respect to the affiliate programme
or affiliate 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.
11. Governing Law
This Agreement shall be governed by and construed in accordance
with the English Law.
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