Affiliate Agreement
Terms & Conditions RockStars Partners
INTRODUCTORY PROVISIONS
Affiliate Agreement Acceptance
By registering an account on the website https://rockstars.partners/ and by clicking a checkbox with the text “I have read and agree to the Terms & Conditions, and Privacy Policy” when registering your account, you hereby signify that you have read, understood and agree to be bound by this Affiliate Agreement (“Agreement”). This Agreement is a legal agreement by and between RockStars Partners, (“RockStars Partners”) and you (“Affiliate”). RockStars Partners and the Affiliate are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
Changes to this Agreement
RockStars Partners can change, amend, or modify this Agreement for any reason. In case RockStars Partners changes, amends, or modifies this Agreement, RockStars Partners will publish the new version of the Agreement on the website https://rockstars.partners/, change its effective date and notify active Affiliates (by e-mail notification) about the new version of the Agreement no later than 3 days before prior to the entry into force of the new version of the Agreement. If the Affiliate does not agree with the new version of the Agreement, this Affiliate shall terminate this Agreement. The Affiliate’s continuing participation in the Affiliate Program after the new version of the Agreement has become effective will be interpreted as the Affiliate’s acceptance of the new version of the Agreement.
Definitions and Interpretation
“Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.
“Affiliate`s Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by the Company.
“Affiliate Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of the Company and/or Websites made known to the Affiliate from time to time.
“Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.
“Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other third party website to Company Websites.
“Affiliate Program” means collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company’s websites and creates Affiliate Links from the Affiliate Website(s) to Company’s websites. For such services, the Affiliate is paid a commission depending on the generated traffic to the Company’s websites, subject to terms within this Affiliate Agreement and to the applicable product-specific Commission Structure.
“Affiliate Wallet” means an online wallet in the name of the Affiliate into which the Company pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw by the Affiliate Agreement.
“Affiliate Website” means any website which is maintained, operated, or otherwise controlled by the Affiliate.
“Baseline” shall mean a minimum deposit amount that triggers the CPA.
“Brands” shall mean any brands (whether registered or unregistered) owned and/or licensed to RockStars Partners.
“Commission” shall mean the monetary consideration to be paid by RockStars Partners to the Affiliate for the provision of Services by this Agreement.
“Commission Structures” means any specific reward structures expressly agreed between Company and the Affiliate
“Company” shall mean RockStars Partners or https://rockstars.partners/ and any other company within our group of, including our parent companies, their parent companies, and all of the subsidiaries of these respective companies.
“Company Websites” means the websites www.duospin.com and www.winhero.com or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time.
“Confidential Information” means any information of commercial or essential value relating to Company such as, but not limited to, financial reports, trade secrets, know-how, prices, and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of Company Websites, marketing plans and manners of operation.
“Cost Per Action” or “CPA” shall mean a particular type of the Affiliate Program according to which RockStars Partners pay for each specified action linked to the Advertisement.
“Cost Per Lead” or “CPL” shall mean a particular type of the Affiliate Program according to which RockStars Partners pay for each Referred Customer registered on the Website via Single Opt-In/Double Opt-In.
“Fraud” shall mean an intentional act by a Qualified Customer and/or the Affiliate to obtain money from RockStars Partners and/or the Website Owner (i) by deliberate deception; and/or (ii) in violation of the Rules of the Website (including, without limitation, Terms and Conditions, and other applicable documents).
“GEO” shall mean the agreed territories from which a Referred Customer is referred by the Affiliate. The list of GEO is specified by RockStars Partners.
“Good Industry Practice” shall mean using such standards, practices, methods, and procedures and exercising such degree of skill and care, diligence, prudence, and foresight, which would in each case reasonably and ordinarily be expected from a skilled and experienced professional provider of digital marketing and traffic acquisition services in the same or similar circumstances.
“Hybrid Affiliate Program” shall mean a particular type of Affiliate Program that combines peculiarities of Revenue Share and CPA.
“Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, and registrations of the aforesaid and/or any other similar rights of this nature.
“Material breach” shall mean any violation of the terms and conditions of this Agreement and/or an act of gross negligence or willful misconduct of either Party.
“New Customer” means a new, first-time customer of the Company who made a first deposit amounting to at least the applicable minimum deposit at Company Websites’ player account, in accordance with the applicable terms and conditions of Company Websites. This excludes the Affiliate, its employees, relatives, and friends.
“Net Gaming Revenue” or “NGR” means all monies received by Company from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks. For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to Company Websites by the Affiliate Website(s).
“Net Revenue” shall mean RockStars Partners’ revenue generated from Referred Customers during the Settlement Period net of bonuses, royalties to the Website(s) owner(s), and cash backs, discounts, returns, and taxes, if any are applicable.
“Personal Data” means any information relating to any person, whether individual or legal, that is or may be identified, directly or indirectly.
“Purpose” shall mean the promotion and advertisement of the Website, designed to attract potential Referred Customers via the Link(s) to the Website(s).
“Qualified Customer” means a Referred Customer, who makes a deposit, agreed within the particular Affiliate Program, on the Website within an agreed period and keeps this deposit on the Website, but excluding the Affiliate, its employees, friends, immediate family members, spouses, partners and housemates to the Website(s) promoted via RockStars Partners. For the avoidance of doubt, the User shall not qualify as a Qualified Customer for a Website if that user has previously registered an account on that Website.
“Referred Customer” shall mean a user, who accesses the Website via clicking a Link, registering on the Website, and who does not have and has never had an account on the Website.
“Revenue Share” shall mean a particular type of the Affiliate Program according to which Net Revenues generated from Referred Customers in the Settlement Period are distributed between RockStars Partners and the Affiliate based on the percentage agreed by Parties in the process of communication.
“SPAM” or “Unsolicited Advertisement” shall mean Advertisement, such as (but not limited to) Advertisement containing contents (i) derogating or distorting a nation or race or of derogatory or distorting nature of any kind, e.g., based on a person’s sex, sexual orientation, race or nation; and/or (ii) of pornographic, indecent, immoral or otherwise offensive nature; and/or (iii) of defamatory or libelous or slanderous nature; and/or (iv) promoting ethnic or religious hostility or intolerance; and/or promoting violence, political unrest or war; and/or (v) endangering national or international security, national integrity or the constitutional order of any country; and/or that falsely expresses or implies that such content is sponsored or endorsed by RockStars Partners; and/or (vi) that may be deemed malicious or harmful to or may be able to damage any electronic system or network, containing viruses, Trojans, spy programs, steal-ware, cookie-stuffing, any form of click-fraud or generally malware of any kind; and/or (vii) that is sent to Referred Customer without Referred Customer’s prior due consent, if the provision of such consent is required under applicable laws, in case of email or SMS marketing.
INTRODUCTORY PROVISIONS
Registering as Affiliate
After registering on the RockStars Partners we will, at our sole discretion, determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful.
You will provide any documentation required by the Company to verify the Affiliate Application and to verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.
It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.
Affiliate login details
It is your sole obligation and responsibility to ensure that login details for your Affiliate Account are kept confidential and secure at all times.
Any unauthorized use of your Affiliate Account resulting from your failure to adequately guard your login information shall be your sole responsibility, and you remain solely responsible and liable for all such activity occurring under your Affiliate Account user ID and password (whether such activity was undertaken by you or not). It is your obligation to inform us immediately if you suspect illegal or unauthorized use of your Affiliate Account.
Affiliate Program participation
By agreeing to participate in the Affiliate Program, you agree to use your best efforts to actively advertise, market, and promote the Company Websites in accordance with the Affiliate Agreement and Company’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Company’s best interest and will in no way harm the Company’s reputation or goodwill.
You may link to the Company Website’s using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.
Affiliate Website
You will not present the Affiliate Website in such a way so that it may confuse with the Company Websites, or so that it may give the impression that it is owned or operated by Company.
The Affiliate Website will not contain any defamatory, libelous, discriminatory, or otherwise unsuitable content (including, but not limited to, violent, obscene, derogatory, or pornographic materials or content which would be unlawful in the target country).
Valid traffic and good faith
You will not generate traffic to Company Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members, or other third parties). Such behavior shall be deemed as fraud.
You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred to by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.
You hereby recognize that any New Customer found to be a bonus abuser, money launderer, or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.
You hereby recognize that in case a big winning takes place in the end of the current month (from 20 till 30/ 31) and a balance of a respective player remains unspent or is lost during the next month, such funds will not be included in commission fees of a partner in accordance with the terms of the Revenue Share or Hybrid deals.
You hereby recognize that if 40% or more of New Customers of your total traffic volume made only a minimum first deposit during the current month, then such traffic shall be considered as motivated under the Affiliate Agreement, and thereby any Commission in relation to such New Customers can be frozen or no payable upon Company decision.
You hereby recognize that if more than 50% of New Customers of your total traffic volume made only a minimum first deposit during the current month, then the whole traffic volume shall be considered as motivated. In this case, the Company has a right not to pay the Commission for such traffic.
You hereby recognize that if 20% or more of New Customers of your total traffic volume are found to be bonus abusers, money launderers, or fraudsters or assist in any form of affiliate fraud (whether notified by you or later discovered by us) do not count as a valid New Customers under the Affiliate Agreement, and thereby no Commission shall be payable in relation to whole your traffic.
The Company has a right to ask you by sending the email or notifying via other instant messengers (Skype, telegrams, WhatsApp, etc.) to suspend your traffic to check the quality of your traffic, as well as to check your traffic for fraud. You hereby recognize that by receiving suspension notification from the Company you will stop the traffic and all New Customers who registered after this notification will not count as a valid New Customer and thereby any Commission in relation to such New Customers can be frozen or no payable upon Company decision.
The Company has a right to cancel the partner’s current deal and set a new deal unilaterally notifying the Partner one (1) bank day in advance. Reasons for cancellation may include:
- low-quality traffic;
- low conversion that may lead to a negative balance.
You hereby recognize that after the cancellation of a current deal and setting of the one with unilateral notification one (1) bank day beforehand all subsequent traffic that will be brought by the Partner (registrations, first deposits, and subsequent deposits) will be paid under conditions of a new deal.
Unsuitable websites
You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise).
Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.
Unsuitable websites
You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise).
Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.
Affiliate Links
The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website.
You will only use Affiliate Links provided by the Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to the Company’s Websites) is also prohibited.
Use of Company Intellectual Property Rights
Any use of the Company’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in the clause below.
You will not register domain names, as well as search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service, or other referral service which are identical to any of the Company’s trademarks or otherwise include the Company trademarks.
Approved creative
You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company or (if advertising layouts are created by you) without the advance written approval of Company. You will not modify the appearance of any advertising that has been provided to you or for which approval was granted.
It is your responsibility to seek approval from Company in time for the launch of any advertising campaign or creative, to ensure you have written approval from the Company in relation to advertising, and to be able to evidence such approval upon request.
Loyalty Programs
Responsible Gaming
Illegal activity
Data Protection and Cookies
Cost and expense
Company monitoring of Affiliate activity
Commissions paid incorrectly
The Affiliate agrees to immediately upon request by Company, return all Commissions received based on New Customers referred to Company in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.
AFFILIATE RIGHTS
Right to direct New Customers
We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to such Company Websites as we have agreed with you in strict accordance with the terms of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by persons or entities other than you.
Licence to use Company Intellectual Property Rights
Players’ Personal Data
COMPANY OBLIGATIONS
Support for Affiliate Link Implementation
New Customer Registration and Tracking
Affiliate Monitoring Tools and Commission Tracking
Processing of Affiliate Personal Data
Commission Payment Terms
COMPANY RIGHTS AND REMEDIES
In the case of your breach (or, where relevant, suspected breach) of this Agreement or your negligence in performance under the Affiliate Program, or failure to meet your obligations hereunder, the Company shall have the following remedies available:
Right to Suspend Participation and Payments
Right to Withhold Payments for Breach
Right to Withhold Funds for Indemnity or Liability
Right to Immediate Termination
Withholding Funds After Agreement Termination
the right to withhold money held in the Affiliate Wallet if they are not withdrawn within 3 (three) months from the date of the termination of the Affiliate Agreement under clause 9.1.
COMMISSION AND PAYMENT
Earning and Adjustment of Commission
Subject to your adherence to the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure. We retain the right to change the Commission percentage and method of calculation of Commission in accordance with this clause.
Monthly Commission Calculation and Payment
Affiliate Wallet Payments and Verification
Minimum Withdrawal Limits
Right to Adjust Commission Calculations
If an error is made in the calculation of the Commission, the Company has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
Commission Structure Restructuring
Acceptance and Dispute of Commission Payments
Tax Responsibilities on Commission
Hybrid and CPA Partnership Terms
In the case of partnership on a Hybrid and CPA basis several stipulations should be taken into account:
Negative Revenue Share will be deducted from the CPA part of the commission. This stipulation takes effect unless otherwise agreed with the affiliate manager beforehand.
Duplicate accounts and self-excluded players will be deducted from the CPA part of the Commission. This stipulation takes effect unless an alternative was discussed with the affiliate manager beforehand.
In cases certain CAP was negotiated with a partner commission will be paid only for the negotiated number of FTDs.
A first-time deposit (lead) that is being generated from FB, e-mail, SMS, UAC sources are paid if a deposit was made within 30 days since a lead had made a registration. A lead who made a first-time deposit after a specified period of time (30 days) is not paid.
A first-time deposit (lead) that is being generated from a PPC source is paid if a deposit was made within 45 days since a lead had made a registration. A lead who made a first-time deposit after a specified period of time (45 days) is not paid.
A first-time deposit (lead) that is being generated from an SEO or ASO source is paid if a deposit was made within 60 days since a lead had made a registration. A lead who made a first-time deposit after a specified period of time (60 days) is not paid.
Available Payment Methods
STANDARD COMMISSION STRUCTURES
STANDARD COMMISSION STRUCTURES
During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program).
You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of this Agreement.
In addition, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company (with approval of the exact content to also be approved by the Company).
TERM AND TERMINATION
Term
The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous unless and until either Party notifies the other in writing that it wishes to terminate the Agreement. In this case, the Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
For the avoidance of doubt, Company may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliate’s failure to meet their obligations under the Agreement or otherwise for the Affiliate’s negligence.
Affiliate actions upon termination
Upon termination, you must immediately remove all of Company banners or creatives from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Company Websites.
All rights and licenses given to you in the Affiliate Agreement shall immediately terminate.
You will return to Company any confidential information and all copies of it in your possession and control and will cease all uses of all Company Intellectual Property Rights.
Commission
ANTI-CORRUPTION CLAUSE
Awareness of Anti-Corruption Laws
Prohibition of Corrupt Practices
- any Public official or any Political Party (Person);
- any director, official, employee, representative of other Party or to their close relatives;
- any other private person or legal entity, knowing that any part of such payments or transfers will be offered, executed, or promised, directly or indirectly, to the persons specified in paragraphs (і) and (іі) stated above.
Commitment Against Undue Advantage
Material Breach for Anti-Corruption Violations
MISCELLANEOUS
Disclaimer
Indemnity and Limitation of Liability
You shall indemnify and hold Company, our directors, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including legal fees, resulting from or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate 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 creatives and links or this Affiliate Program.
The Company shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
Non-Waiver
Relationship of Parties
Force Majeure
Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate 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 casualty. 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) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
Assignability
Severability
English language
The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between the English language version and any other language, the English version shall prevail.
Modification of Terms & Conditions
We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and other casualtiesour sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules.
If any modification is unacceptable to you, your need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the modification or the new agreement.
