AFFILIATE PROGRAM TERMS AND CONDITIONS
Last modified – April 27, 2020
The following is an agreement (this “Agreement”) by and between ourselves, the Company listed below, operating the Luck Friends Affiliate Program (“Luck Friends” or “We” or “us”), and you, which contains the terms and conditions that apply to all members of our Luck Friends Affiliate Program.
Please carefully read this Agreement in its entirety. By accepting this Agreement, you will be deemed to have agreed to join our Luck Friends Affiliate Program and to be bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you and us.
The following terms shall have the meaning as described hereunder:
“Banners and Text Links” are the graphical artwork or text that will be directed to Sites through your Tracker, to permit a User to hyperlink from your website to any Site.
“Casino Net Gaming” means the amount of Casino bets minus Casino winnings minus Casino bonuses, Chargebacks or any other revenue returns, credits, compensations or refunds given to Users, plus adjustments for Casino bonuses.
“Chargeback” or “Credit” are a credit card transaction which is not collectable by the credit card company as a result of customer non-payment or fraudulent credit card use, or other User payment transaction which is revoked and for which a credit is given.
“CPA Payment” is the one-time payment for every Qualifying User payable to you if you choose the CPA payment plan.
“Deposits” are the funds transferred by Users to their user accounts at the relevant Sites.
“Exit Traffic” means the traffic that you bring via an exit window, when Users leave a Site (using your unique Tracker).
“Company” means Luckfriends.com
“Fraud” / “Fraudulent” means an actual or attempted act by you or any User which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; abuse of the CPA commission structure; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; wagering through the use of a program or a software; and unauthorized use of any intellectual property rights (including third parties’ and any of our or the Sites’ rights).
“Frozen user/ Frozen account” means a User’s accounts that has been closed or put on temporary hold due to Fraudulent or other suspicious activity, due to the User’s request, or any other circumstances in which Luck Friends decided to freeze a User’s account.
“Marks” means any logo, trade mark, trade name, design, domain name or similar identifying material that are owned or licensed by us or by any Site.
“User” is a person that enters any Site via your Tracker(s), has opened a new account with such Site and is qualified and authorized to access and use the Site in accordance with the terms and conditions of use of such Site and with all applicable laws, rules and regulations.
“Privacy and Data Protection Requirements” means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), GDPR and all applicable laws and regulations relating to the processing of personal data, direct marketing and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.
“GDPR” refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).”
“Qualifying Users” is a User which deposit at least once, meet the minimum stake requirements and meet any other qualifications which We may add from time to time at our discretion.
“Promotion Mails” means graphical artwork or text regarding specific promotion campaigns, sent by us from time to time for dissemination by you.
“Sites” are the websites promoted by us and offered within the Luck Friends Affiliate Program, as they may be from time to time, and all of their related pages.
“Spam” means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address and/or you as sender of the email/ message, and/ or indicates or implies that the message is sent by us (including by way of example and without limitation by naming us as the sender of a Promotion Mail); (iv) does not contain an online and real time Remove/unsubscribe option, which is presented clearly in each communication; (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
“Sub-Affiliates” mean persons who were introduced to us by you and who join Luck Friends Affiliate Program as regular affiliates, and in respect of which We shall pay you certain commissions, as further described in this Agreement.
“Trackers” are the unique tracking URLs that We provide exclusively to you for the term of this Agreement, through which We track Users and calculate your Revenue Commission or CPA Payment, as applicable.
“Revenue Commission” Revenue Commission” is the percentage of Casino Net Gaming payable to you if you choose the Revenue Share payment plan. We shall be entitled to set off any costs related to the processing service provider, any third party license fee, royalties or any other applicable payments to third parties as well as any tax, including applicable gaming tax, charge, levy, tariff or any other similar mandatory payments levied or charged on gaming turnover.
Appointment and Proprietary Rights
By this Agreement We will consider accepting you as an affiliate in our Luck Friends Affiliate Program. If We decide, in our discretion, to accept you as an affiliate, this Agreement will become valid and binding as between you and us, and We will hereby grant you the non-exclusive, revocable and non-transferable right to direct potential Users to the Sites, in accordance with the terms and conditions of this Agreement.
This Agreement does not grant you an exclusive right to direct potential Users to the Sites or any other exclusive right in connection with the Sites or with the Luck Friends Affiliate Program. Except for the payment of the Revenue Commission or CPA Payment, as applicable, you will not have any rights with respect to any Users.
We may operate additional affiliate programs in connection with the Sites or any other sites, and you will have no right in connection with such other programs, other than those rights We may expressly grant to you.
License to Use Marks
We hereby grant you a non-exclusive, revocable, non-transferable sublicense, for the term of this Agreement, to use any Marks solely for the display of the Banners and Text Links on your sites.
This sublicense cannot be further sub-licensed, assigned or otherwise transferred by you, unless approved in writing by us. Your right to use the Marks is limited to and arises only out of the sublicense herein granted. We have the right to terminate this sublicense at any time by written notice to you. This sublicense will be terminated automatically upon the termination of this Agreement for any reason.
You shall not assert the invalidity or unenforceability, or otherwise 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 any of the Sites’ rights (as an owner or licensee) in or to the Marks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Marks.
Commercial Use Only
The marketing opportunity presented in our Affiliate Program is for commercial use only, and you, your family members, friends or associates may not make Deposits, directly or indirectly, through any of your Trackers for your or their own personal use or to increase the amounts payable to you under this Agreement by any act which involves Fraud.
If you wish to make test transactions to evaluate the system, including Deposits, please contact support@Luckfriends.com so We can refund the charges once you have completed your testing.
Transactions made in violation of this provision will be deemed Fraud traffic and We will deduct applicable Deposits or traffic from the amounts payable to you hereunder.
You will, at all times, observe all applicable Privacy and Data Protection Requirements and take all reasonable precautions to ensure that all user data is sourced, held, used and otherwise processed ethically and in full compliance with all Privacy and Data Protection Requirements. This shall include without limitation you ensuring that the individuals concerned have, where legally required, provided consent, been afforded the opportunity to opt in to receive, and the opportunity to unsubscribe from, any relevant marketing material. You accept and agree that you shall be solely responsible and liable for selecting the individuals to whom Promotion Mails will be sent or otherwise communicated, and for ensuring that such activities are carried out in compliance with all applicable Privacy and Data Protection Requirements, and that you will therefore be the person sending and instigating the sending of all such communications (notwithstanding that they are required to comply with all provisions of this Agreement). It is clarified that any and all data relating to the Users which Users provide to us shall be and remain our exclusive property.
Your Rights and Obligations
Promotion and Link to Sites
By joining our Luck Friends Affiliate Program, you agree to market, promote and refer potential Users to the Sites, by creating and maintaining a unique link from your site to the Sites and by disseminating Promotional Mails provided that you have obtained our advance written approval of the content which is used around such link, and the form of such Promotional Mails. Such link may be established with one or more of our Banners and Text Links. You will be solely liable for the content and manner of your marketing and promotion activities. All such activities must be conducted at all times in a professional and lawful manner and in compliance with all applicable laws and regulation, including without limitation with Privacy and Data Protection Requirements (including without limitation any and all requirements to obtain individuals’ consent prior to marketing).
No Other Marketing or Other Activity
The establishment and maintenance of the unique link from your site to the Sites using the Banners and Text Links, and the dissemination of Promotional Mails, are the only methods by which you may advertise, market and promote the Sites in compliance with the terms of this Agreement, unless We give you our prior written authorization for any other activity.
You will not at any time by yourself, nor will you allow, assist or encourage others to market and promote the Luck Friends Affiliate Program or any of the Sites, directly or indirectly within any environment that could reasonably be construed as itself operating illegally or in such a way that any association with such an environment may cause damage to the reputation of Luck Friends Affiliate Program or any of the Sites (by way of a non-exhaustive example only, file-sharing sites clearly supporting piracy activity).
You will use only our approved Banners and Text Links and Promotional Mails and will not alter their appearance, design or content, unless We give you our prior written authorization otherwise. At your request, We may provide you with a code that will enable you to post in your sites rotating banners from our banner farm.
You understand and acknowledge that the appearance and contents of our Banners and Text Links and Promotional Mails constitute the only authorized and permitted representation of the Sites.
You can only participate in our Affiliate Program if you are of the legal age determined by any applicable laws in your jurisdiction. In any event and under any circumstances, you cannot participate in our Affiliate Program if you are under 18 years of age. We reserve the right to ask for proof of age from you and your account may be suspended until a satisfactory proof of age is provided to us.
You will not by yourself, nor will you allow, assist or encourage others to, market and promote the Luck Friends Affiliate Program or any of the Sites, directly or indirectly, to persons that are less than 18 years of age or such higher age as may apply in the jurisdiction that you are targeting, or develop or implement marketing and promotion strategies in respect thereof.
Legality of Use
You accept sole responsibility for determining whether your participation in our Affiliate Program is legal under any laws or regulatory requirements that apply to you. You understand that We do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of your participation in our Affiliate Program or the receipt of any payments from us, under any applicable laws. It is your responsibility to remain abreast of all legal and regulatory developments within the jurisdictions you are located or in which (or into which) you conduct marketing activity to ensure that you fully comply with all applicable laws at all times. Notwithstanding the obligation to comply with laws and regulations in general, you must also ensure that all marketing and advertising you undertake through your involvement with the Luck Friends Affiliate Program is conducted in full compliance with any applicable advertising regulations (including, but not limited to, restrictions and/or requirements relating to content or location/positioning of material, ongoing compliance with the British Gambling Commission’s Licence Conditions and Codes of Practice (“LCCPs”) and related obligations, particularly in connection with any relevant social responsibility issues) and the Privacy and Data Protection Requirements.
We have zero tolerance for inappropriate conduct and Fraudulent activity. You will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will act at all times to refrain from, immediately stop and not allow and promptly inform us of any act or traffic that involves Fraud or that you believe or should reasonably believe to potentially involve Fraud, or any act or traffic that We inform you is suspected by us, in our discretion, to involve or potentially involve Fraud.
In addition, You will not direct to the Sites Users involved in Fraudulent activity. In the event that Luck Friends believes that a User is involved in Fraudulent activity, Luck Friends will immediately freeze such User’s account and You will not be entitled to any Revenue Commission or CPA payments due to You under this Agreement in relation to such User.
Excluded Territories and Other Territorial Restrictions
You will not market or promote any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by us and/or any Site in connection with Excluded Territories. “Excluded Territories” include the territories indicated in the list below, which may be changed by us from time to time. IT IS YOUR DUTY TO CONSULT AND CHECK REGULARLY THIS AGREEMENT REGARDING ANY CHANGES TO THIS LIST.
The Excluded Territories are as follows:
ANGUILLA, AUSTRALIA, BELGIUM, CZECH REPUBLIC, CYPRUS, ESTONIA, FRANCE AND ITS OVERSEAS TERRITORIES (FRENCH GUIANA, FRENCH POLYNESIA, MARTINIQUE, GUADELOUPE, REUNION, MAYOTTE, ST MARTIN, WALLIS AND FUTUNA, NEW CALEDONIA), ITALY, ISRAEL, LITHUANIA, SPAIN, SLOVAKIA, SLOVENIA, TURKEY, THE ISLE OF MAN, THE UNITED KINGDOM, THE USA AND ITS TERRITORIES (INCLUDING UNITED STATES MINOR OUTLYING ISLANDS).
Sole Responsibility for Your Site
You will be solely responsible for the operation and content of your site, including for ensuring that materials posted on your site are not libellous, obscene, sexually explicit, violent or otherwise illegal, objectionable or offensive, or, if notified by us in our discretion, otherwise unsuitable. You will be solely responsible that all the content of your site is original or otherwise is permitted to be published by the owner thereof.
You will not make any claims, representations or warranties in connection with us or any of the Sites, and you will not be authorized to make any commitment or assume any liability or obligation on our behalf or on behalf of any of the Sites.
During your participation in our Affiliate Program, We may disclose to you or you might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to us (herein referred to as “Confidential Information”). You shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public (provided that the relevant information was not made known to the public by you or any third party breaching a confidentiality obligation), or information required to be disclosed by applicable law or any legal agency having jurisdiction over you (in which case you will give us prompt notice of such requirement).
In addition and without derogating from any of the above, you will not at any time by yourself, nor will you allow, assist or encourage others to, do any of the following:
• Use or cause or instigate the sending or other communication of Spam or of other communications which breach the Privacy and Data Protection Requirements.
• Do any act that disparages us or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to our goodwill or to the goodwill of any Site.
• In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.
• Do any act which causes your site or any other site to copy or resemble the look and feel of any of the Sites or attempt to pass as any of the Sites or create the impression that any such sites are the Sites or otherwise confuse potential Users in connection therewith.
• Communicate, engage or become involved with any of the Sites, in any way, without our prior written consent; nor
• Undertake any marketing activities which might indicate or imply that you are part of us, or under direct or indirect common ownership with us.
Auditing and Proving Compliance with Privacy and Data Protection Requirements. You shall:
• keep at your normal place of business detailed, accurate and up-to-date records relating to compliance with all applicable Privacy and Data Protection Requirements (including without limitation all evidence of measures taken to comply with such requirements, and of the details of how and when and by whom consents were obtained from potential Users, and a copy or screenshot showing the form of consent given) (“Records”);
• provide copies of Records within 24 hours upon receipt of a written request for the same from us;
• permit us and our third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of Privacy and Data Protection Requirements, to:
(a) gain access to, and take copies of, the Records; and
(b) inspect all Records,
for the purpose of auditing your compliance with your obligations under this Agreement; and
• give all necessary assistance to the conduct of such audits.
We shall only use information provided under this clause for the purposes of determining whether you are complying with your obligations under this Agreement and taking any steps that we may deem appropriate in the event of non-compliance.
Our Rights and Obligations
Registering and Tracking Users
We will register your Users and track their play, and will calculate the amounts payable to you in accordance with the applicable payment plan.
We reserve the right to require the Sites to refuse new Users or to close the accounts of existing Users if necessary in our sole discretion in order to comply with any requirements We may periodically establish, including without limitation with regard to Fraud, unlawful activity, breach of the respective Site’s terms and conditions of use, or otherwise.
We will make payments to you in accordance with the applicable payment plan, as set forth in detail below. Due to Luck Friend’s identity verification process, first payment to a new affiliate and/or first payment made to a new bank account of a current affiliate could take up to 30 business days to process.
We will provide you with remote online access to reports regarding User activity and the Revenue Commission generated (if applicable). The form, content and frequency of the reports will be subject to change in our discretion. We will not be liable for the completeness or accuracy of any reports.
All telephone conversations between you and any of our staff may be recorded, and you hereby consent to such recording. Any recordings will be treated in the strictest confidence and may be used by us in events of misunderstanding or dispute.
We are committed at all time for secrecy and confidentiality of your identity and information. However, We shall be entitled to inform relevant authorities, online casino operators, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, Fraudulent or improper activity, and you will cooperate fully with us to investigate any such activity. We may also inform Users of your identity and contact details in the event that we (i) consider it appropriate to do so as a result of our belief you have been involved in illegal activity (including without limitation a potential breach of any Privacy and Data Protection Requirement); and/ or (ii) are obliged under law or ordered by a court or regulator to do so.
Identity Verification and Supporting Documentation
It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that We know the true identity of any of our affiliates.
You agree to provide us any supporting documents requested by us. You are aware that We have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from your bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.
Payments and Fees
Alternative Payment Plans
The payment due and payable to you at the end of each calendar month will be determined according to the payment plan you choose. Under the Revenue Share payment plan, We will pay you a commission on your Casino Net Gaming at a percentage that will be determined according to the number of Qualifying Users generated on your Trackers, as set forth in Tables A below. Under the CPA payment plan, you will receive a one-time payment for every new Qualifying User directed by you to any Site who pays the requisite minimum deposit, as set forth below.
The below sets forth the consideration that applies to the Revenue Share and to the CPA payment plans.
* Please note – the following relates only to Luck Friends products. For other products please contact your affiliate manager for details.
A. Revenue Share Plan:
No. of Qualified Users Casino Net Gaming percentage
1 to 10 25 %
11 to 25 30 %
26 to 40 35 %
41+ 40 %
Please note the following with regard to the Revenue Share plan:
In the event that you: (i) do not show the most updated links provided by us, on all of your websites’ pages according to the shape and location as agreed by the parties to this Agreement; or (ii) change the type, location, or suggestion on links without prior notice and our written approval; or (iii) reduced your efforts to recruit new Users; it will be considered as non-compliance with the terms of this Agreement and We reserve the right to modify the Revenue Commission rates immediately and without any prior notice.
B. CPA payment Plan:
The CPA commission structure offers a flat fee for every new depositing User you refer to Luck Friends Affiliate program.
To receive your exclusive CPA deal, please contact your affiliate manager directly or email us at: firstname.lastname@example.org
Please note the following with regard to the CPA payment plan:
In any event of a Chargeback, Credit or freezing of any account, such a User will not be considered for the purpose of the CPA plan, and any CPA Payment made to you in respect of such User shall be deducted from future payments to you.
A CPA Payment will be due and payable to you in respect of a Qualifying User only upon the first registration of such User in one of the Sites and the depositing of the minimum required amount of €10 or the amount agreed with the account manager and meets the minimum stake requirements of €20 or as agreed upon in writing with your affiliate manager.
A CPA Payment will be paid to you only once for each Qualifying User, regardless of the number of Sites and/or number or type of games played by that User.
Final and Binding Data and Calculations
All calculations in connection with the amount payable to you, whether under the Revenue Share or the CPA payment plans, will be made by us and based solely on our systems’ data and records, and our calculations will be final and binding. As part of the monthly payments process, We will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may take up to 7 business days and may include without limitation: a) the detection of Fraudulent User activity that will be excluded from the Affiliate’s payment; and b) failed transactions that will be credited to the Affiliate’s account. We shall begin the reconciliation process at the start of every calendar month.
Change of Payment Plan
We reserve the right to change your chosen payment plan upon notice to you. Any such change will take effect only from the date of such notice.
Business by Other Persons
You shall have no claims to Revenue Commission, CPA Payment or other compensation on business secured by or through persons or entities other than yourself.
Your Losses as a User
If you are also a User in one of the Sites, We reserve the right not to include your losses as a User in the Revenue Commission due to you.
Exit Traffic will be considered as regular traffic for the purpose of calculating your Revenue Commission (if applicable).
We will send you every month a statement of account showing any balance due to you, if any, and if We will not receive any comments as to the correctness of the statement within two weeks, the statement of account will be deemed to have been accepted and agreed by you. You will be paid on a monthly basis, provided the amount payable to you is not less than €250. If this minimum amount is not reached in a particular month, We will be entitled to withhold payment and carry the amount due to you to the next calendar month and so on, until the minimum amount is reached. All payments will be due and paid in Euro or in any other currency in our discretion.
We will transfer funds only to the designated account appearing in your application form. Third party wire transfer is prohibited by us.
Taxes and Other Charges
You are fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to you under this Agreement, including without limitation any processing fees. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which We may be subject in connection with making payments to you. We will be entitled to withhold or set-off any such amounts from the payments made to you.
The credit card processing fees applicable to Users, as well as other processing fees if any will be applicable in the future, will be deducted from the Casino Net Gaming from which your Revenue Commission is derived. Credit card current processing fees are 4%-6% of all credit card Deposits. Checks, wire transfer and Western Union payments do not presently charge any processing fees. Such fees, however, are subject to change at any time.
A rolling security reserve of 8% of all amounts due to you may be withheld for up to 6 months from the payment due date. The security reserve will serve to guarantee any debt or liability from you to us pursuant to this Agreement, such as in connection with Fraud, Chargebacks, Credits, etc.
Chargebacks and Credits
Chargeback and Credit fees will be paid to the credit card companies or other payment service providers, as applicable, and will be administered by us. If a Chargeback or Credit occurs during the fee payment-processing period (usually 12 business days), We reserve the right to deduct such amounts and the associated fees from the amounts due to you under the Revenue Share plan. Any Chargeback or Credit to a User in respect of which you have chosen the CPA payment plan will disqualify such User and you will not be entitled to any payment with respect to such User.
Right to Withhold Amounts
We reserve the right to withhold all amounts due and payable to you under this Agreement if We believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question. If We believe that a Fraud has taken place or is contemplated by any User without your knowledge, We will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud.
We do not support nor give hand to any kind of content stealing or copying (site scraping), and We reserve the right to close your account with us if you will be proven to use such methods, and/or to transfer the amounts payable to you to the original content creator.
We reserve the right to delay or withhold payments if any supporting documents are not provided to us upon request.
If We determine, in our sole discretion, that you have engaged in any activity forbidden in this Agreement, including without limitation activity that involves Excluded Territories, or that you have otherwise breached any of your representations, warranties or undertakings in this Agreement, We may (without limiting any other rights or remedies available to us) withhold any amounts due and payable to you hereunder, whether or not generated by such forbidden activity or breach.
Negative Balance Carry-Over (NCO)
A negative balance in your affiliate account with us is relevant only to the Casino Revenue Share payment plan, and means that the total of all bets generated on your Trackers is less than the total of all winnings plus bonuses generated on your Trackers (i.e., your Casino Net Revenue is negative).
Luck Friends has a negative carry-over policy, meaning that from the third month of this Agreement (after a two-month “grace period”), any negative balance in your affiliate account at the conclusion of a calendar month will be carried over to subsequent months and will be set-off against the payments due to you in the subsequent months, until the full negative balance is thus set-off against future positive amounts. In order to be qualified to the “grace period”, affiliate must have a minimum of 20 qualifying Users on a monthly basis during the grace period unless an alternative NCO policy has been specifically agreed with an affiliate account manager in advance.
In any given month, if an individual User generates a negative net win of at least $/£/€10,000 (‘high-roller’), and the aggregate net win in that month for the applicable affiliate is negative $/£/€2,000 or greater, then the following high-roller policy shall apply:
If both of the above criteria are met, then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by such high-roller. The negative balance carried forward cannot be set-off against other Users’ net win. The negative balance carried forward cannot be greater than the total aggregate negative net win for the affiliate, for that month. If there is more than one high-roller, the negative balance carried forward will be split proportionally between them. 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.
Any person who was introduced to us by you and joins the Luck Friends Affiliate Program as an affiliate thereof, by submitting to us the standard application form through the Sub-Affiliate link on the Luck Friends Affiliate Program site, will be considered to be your Sub-Affiliate and tracked as such. Any Sub-Affiliate will be treated as a regular affiliate in the Luck Friends Affiliate Program and will be bound by the terms and conditions of this Agreement, and you will be liable to us, jointly and severally with any Sub-Affiliate, for the performance of such Sub-Affiliate’s obligations under the Agreement.
To reward you for your Sub-Affiliates and to incentivise you to obtain additional Sub-Affiliates, in addition to paying the Sub-Affiliate (as an affiliate of ours) the commissions set forth in this Agreement, We will also pay you an additional commission in respect of the payments made to the Sub-Affiliate, as set forth in the table below.
Levels in Relation to You *
1st Tier – 2% Commission
2nd Tier – 1% Commission
3rd Tier –0.5% Commission
* All of your Sub-Affiliates are our affiliates and, as such, will be entitled to payments according to one of the payment plans described above. Being our affiliates who are party to this Agreement, they will also be entitled to introduce to us their own Sub-Affiliates, each of whom will automatically also be considered as your indirect Sub-Affiliate. As a result, you may have “under you” a chain of Sub-Affiliates, each constituting a certain “Tier” in relation to you. The commission table above shows the percentage you will be entitled to receive from us of the payments made by us to the relevant Sub-Affiliate. For example, if a User uses any of the Sites through a 3rd Tier Sub-Affiliate of yours (i.e. the User enters the Site through the unique link given by us to such Sub-Affiliate as an affiliate of ours), We will pay you, in addition to the payments made by us to that Sub-Affiliate in accordance with the applicable payment plan, a commission of 1% of all such payments.
Term and Termination
The term of this Agreement will begin when you submit your affiliate application form located here and will continue until either party notifies the other party that it wishes to terminate the Agreement, with or without cause, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON OR FOR NO REASON, BY EITHER PARTY.
For purposes of notification of termination, sending a notice via email is considered a written and immediate form of notification.
Without derogating from the termination at will provision above, We will immediately terminate this Agreement if We determine, in our sole discretion, that you or any of your Users are engaged in Fraud, or that you have paid any of your Users payments or financial incentives, that We have doubt in respect of your true identity, any of your activities pose any risk to the integrity of the Affiliate Program, you reduced or suspended the promotion of our Sites, or if your site is aimed at minors (below the age of 18 or a higher age as determined in any applicable jurisdiction); involves Excluded Territories; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violates intellectual property rights (of ours, any Sites’ or any third party’s); includes content which is libellous, obscene, sexually explicit or violent; promotes any unlawful activities; or is unsuitable or inappropriate in our discretion
Results of Termination
Immediately following the termination of this Agreement for any reason, you must remove all of our Text Links and Banners from your site, as well as any other marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by us and/or provided to you by us in connection with this Agreement. You must also immediately disable any links from your site to any Site, and immediately stop any activity relating to Promotion Mails. All rights and licenses given to you in this Agreement shall immediately terminate.
If you have failed to fulfil your obligations and responsibilities, We will not pay you the Revenue Commission otherwise owing to you on termination or thereafter, if applicable.
We may withhold your final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to us. We will be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to us, if any.
Any continued access and use by Users of any of the Sites following the termination of this Agreement, if any, shall not constitute continuation or renewal of this Agreement or a waiver of its termination.
Your Representations and Warranties
Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (2) you are not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not a resident of any of the Excluded Territories; (4) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; (5) you will not knowingly and deliberately direct to the Sites Users involved in Fraudulent activity; and (6) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.
You will defend, indemnify, and hold us and our affiliates, and our and their directors, officers, employees, representatives and agents, 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; and (c) any claim or demand relating to the development, operation, maintenance, or contents of your site.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE LUCK FRIENDS AFFILIATE PROGRAM OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. 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.
No Liability for Promoted Sites
We are not liable in any way, nor do We assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, contents or any other aspect related thereto.
Limitation of Liability
ANY LIABILITY TO YOU ARISING FROM THIS AGREEMENT AND THE LUCK FRIENDS AFFILIATE PROGRAM IS LIMITED TO DIRECT DAMAGES ONLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, OUR AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE LUCK FRIENDS AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF EITHER:
• THE AMOUNT OF €50,000 (FIFTY THOUSAND EUROS); OR
• THE TOTAL PAYMENTS MADE TO YOU UNDER THIS AGREEMENT OVER THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
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.
Relationship of Parties
We and you 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, representations or obligations on our behalf. You will not make any statement, whether on your site or otherwise, that could be reasonably construed to contradict the foregoing.
Independent Investigation and Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF 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 OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE.
YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN OUR AFFILIATE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
Amendments to Agreement
We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting the amended agreement on this “Terms & Conditions” page on our site. Any changes will take effect from the date specified at the head of the Agreement and you are solely responsible for learning of any such amended versions and changes. It is important, therefore, that you log in from time to time to this page on our site and check to see whether there is any amended version. Amendments may include, for example, changes in the commission amounts payable under this Agreement, payment procedures, restrictions on operation and any other Luck Friends Affiliate Program rules. None of our employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE LUCK FRIENDS AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY AMENDED AGREEMENT ON OUR SITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT YOU HAVE ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.
Governing Law and Jurisdiction
The construction, validity and performance of this Agreement will be governed by English law. The competent court in London will have exclusive jurisdiction in any matter arising from or related to this Agreement. This, however, shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. The English language version of this Agreement will prevail over any other language version issued by us.
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.
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.
You may not assign or transfer this Agreement or any part thereof without our prior written consent. We may freely assign or transfer this Agreement or any part thereof without your prior written consent.
Remedies and Injunctive Relief
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. 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 by you of any provision of this Agreement, our rights and obligations 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, contract 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.