These are the full terms and conditions agreed between Galaxy Group Ltd, Intershore Chambers, Road Town, Tortola, British Virgin Islands, who will be processing payments and Paysafe payments for Noxwin.com
Galaxy Group Ltd. is licensed and regulated by the Government of Curacao, license #365/ JAZ. and You (hereinafter the "Affiliate"), regarding the promotion of the Noxwin.com
Brand by publishing text links (including sub-affiliate links), banners and advertising material (hereinafter the "Noxwin.com Content" as defined in clause "Definition and Interpretation" below).
Accepting these terms and conditions, upon joining, acts as an agreement.
Noxwin.com may change all or any part of these terms and conditions at any time. Notice will be sent by message to the contracting party’s email address and will be deemed to be served immediately when sent by Noxwin.com or by pop-up message when the affiliate logs into the Technical Platform – whichever occurs sooner. If the Affiliate does not agree with the changes, the Affiliate should not join the Affiliate Network or, if the Affiliate has already joined, it should email Noxwin.com at [email protected] to terminate this agreement. The Affiliate’s continued participation in the Noxwin.com Affiliates program after Noxwin.com has posted the changes will constitute binding acceptance of such changes.
1. "Affiliate" means that after having accepted these terms and conditions and entered into this Agreement, you make space on your website
or other media platform ("Affiliate Site" or "Advertising Space") available for Noxwin.com Content and the acquisition of Existing
and New Customers.
2. "Bonuses" means any so-called "free money", "free bets", "free spins", "money back", and/or similar; and/or vouchers, rebates, discounts, and/or similar that the New Customer can utilize as payment for stakes (bets).
3. "Calendar Days" means any day of the week, month or year including bank holidays and weekends.
4. "Commission": means the compensation to be paid to the Affiliate based on the agreed percentage of Net Revenue or other reward plans.
5. "Confidential Information" means any information of a commercial value, essential for any of the Parties, such as, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Customer lists, prospect and New Customer data, supplier lists, marketing plans, product development, manner of operation or financial condition, or prospects.
6. "Database" means the database regarding Affiliates and New Customers, containing any Noxwin.com proprietary New Customer data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other Noxwin.com databases, as it stands as of the date of this Agreement, and as it stands until the date of this Agreement being terminated. The Databases are assets of a financial value belonging to Noxwin.com and represent a substantial investment made by Noxwin.com.
7. "Goodwill" means the benefit of a business having a good reputation under its name and regular patronage.
8. "Gross Revenue" means the value of the revenues generated by all players referred by the Affiliate across all products; e.g. in sportsbook or casino, the Gross Revenue would be equal to all (settled) bets less wins and in poker the Gross Revenue would be the "rake" (i.e. the amount that is charged on each qualified pot in cash ring games and/or the fees charged to players to compete in poker tournaments). For the avoidance of doubt; any bet that is not accepted for a legitimate reason, in the sole discretion of Noxwin.com, (e.g. player’s bad debts) shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue.
9. "Intellectual Property Rights" or "IPR" means any rights in computer software (including source codes), databases, know-how, design, topography, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.
10. "Net Revenue", calculated on a monthly basis, means the monthly Gross Revenue less costs, which includes but is not limited to: taxes, betting duties, third party commissions/fees for providing games and game software etc, financial transaction fees, bonuses, "loyalty rewards", rakeback, cashbacks and charge backs.
11. "New Customer" means any Noxwin.com Brand customer who registers directly after clicking on the Noxwin.com Content provided to the Affiliate by Noxwin.com. A customer will be tagged to the last Affiliate who referred him to Noxwin.com.
The New Customer shall not be in Noxwin.com’s customer Database, even if the customer has previously closed his Noxwin.com account and opened a new one through the Affiliate.
12. "New Depositing Customer" means a New Customer who has made a first minimum deposit with Noxwin.com where this latter is used for bona fide transactions
with an ultimate aim to establish and enter into a normal commercial relationship with Noxwin.com within the framework of the
The customer registration and the first deposit do not have to be simultaneous.
13. "Parties" means the Company and the Affiliate (each a "Party").
14. "Payment Agent" means the individual or company appointed by Noxwin.com to carry out on its behalf and name payments to the Affiliates;
15. "Personal Data" means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Depositors and/or Affiliates.
16. "Reward Plan" means any financial model agreed between the Parties to compensate the Affiliate for its marketing activities.
17. "Services" means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized homepages combined with call center staff having the relevant language skills.
18. "Sub-Affiliate" means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on its website or other media platform available for Noxwin.com Content and the acquisition of New Customers
19. "Technical Platform" means a technical tool, back office modules, functionalities and data, as for instance Income Access, to record, register and monitor the relevant Affiliate activities, Business and other activities between Noxwin.com and New Depositors, which materialize via the advertising space of the Affiliate concerned, ultimately allowing the management of Affiliate's New Depositor accounts opened at Noxwin.com.
20. "Term" means the period from the date that you acknowledge and accept this Agreement until the agreement is terminated for one of the reasons set forth in clause 13.
21. "Noxwin.com" means Noxwin.com and any of the subsidiaries of Noxwin.com. The contractual party in this Agreement, notably for payment, invoicing and other financial purposes, is and remains solely Noxwin.com.
22. "Noxwin.com Brand" means any relevant brand operated by Galaxy Group Ltd under which products are offered including but not limited to online
23. "Noxwin.com Content" means all Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, text links (including sub-affiliate links), banners, advertising material, the Database and Personal Data.
24. "Working Day" means every day from Monday to Friday inclusive, excluding public holidays and weekends.
II. GENERAL SCOPE AND OBJECT
1. Noxwin.com requires third party advertising space to promote its Brand and increase its business, notably via increasing the number of New Depositors, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Noxwin.com uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical Platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Noxwin.com Services Ltd is and remains exclusively responsible for the proper execution of the Agreement.
2. Noxwin.com expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary from time to time. Thus, the Affiliate acknowledges that - should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met - it may not enter into this agreement and shall, consequently, also not be entitled to post the link on its website. Should any harm or loss whatsoever arise for Noxwin.com or the Affiliate due to the Affiliate’s disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable for such disadvantages and shall hold Noxwin.com harmless and full indemnify it for any such liability incurred by Noxwin.com.
3. The Affiliate further confirms that it operates the website, where the affiliate link will be placed, under its own name and that it is fully and without restrictions authorized to dispose thereof. The Affiliate’s website can be any site, except for websites that advertise or contain child porn, weapons, or illegal substances.
4. Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of this Agreement and will have no right of recourse against the other Party in respect thereof.
III. THE AFFILIATE’S INTEGRATION IN THE Noxwin.com'S AFFILIATES NETWORK
1. The Affiliate has no access to the network before approval. The approval process takes up to five (5) business days.
2. Upon conclusion of the Agreement, a unique tracking code (often in the form of a URL) is assigned to the Affiliate, and the Affiliate is integrated in the Technical Platform. By means of the tracking code, New Customers and New Depositors acquired via the Noxwin.com Content on the Affiliate's website and the bets placed during such sessions are registered and/or can be further tracked.
3. The tracking system shall track only the player account; therefore, if a New Depositor creates a new player account by signing up to:
- a different brand operated by the Noxwin.com Group, or;
- a new domain due to licensed market regulations, provided that Noxwin.com was not authorised to "migrate" the players accounts to the new domain, the new player account will not necessarily be linked to the Affiliate.
4. Any additional Advertising material (of any kind whatsoever) created by the Affiliate and related to Noxwin.com shall require Noxwin.com's prior written approval.
5. A change to the URL of the Affiliate Site shall not constitute a change to the Agreement and shall not affect the rights and obligations of the Affiliate arising from this agreement.
6. It is the responsibility of the Affiliate to ensure that any tracking code pulled from the Affiliate Platform is used correctly.
7. The duration of tracking cookies shall be 30 days. Cookies overwritten: YES.
IV. Noxwin.com CONTENT
1. Throughout the Term, the Affiliate shall prominently incorporate and continuously display the most up to date Noxwin.com Content provided by Noxwin.com, on all pages of the Affiliate Site in a manner and location agreed between the Affiliate and Noxwin.com. The Affiliate shall not alter the form, location, or operation of the Noxwin.com Content without Noxwin.com 's prior written consent.
2. The Affiliate agrees to give Noxwin.com its reasonable assistance in respect of the display, access to, transmission, and maintenance of the Noxwin.com Content.
3. The Affiliate shall ensure that it does not place any Noxwin.com Content on pages of the Affiliate Site aimed at persons under the age of 18 years.
4. In the event that the Affiliate wishes to place the Noxwin.com Content on websites other than the Affiliate Site, the Affiliate must first obtain Noxwin.com's written consent.
5. Noxwin.com has the right to monitor the Affiliate Site to ensure that the Affiliate is complying with the terms of this Agreement. The Affiliate shall provide Noxwin.com with all data and information (including passwords) to enable Noxwin.com to perform such monitoring, at no charge.
6. The Affiliate may not purchase or register keywords, search terms, or other identifiers for use in any search engine, portal, sponsored advertising service, or other search or referral service, which are identical or similar to any of Noxwin.com's trademarks or otherwise include the word "Noxwin.com" or variations thereof in the "domain name", (i.e. after any prefixes but before the top-level domain suffix) or include metatags on the Affiliate Site, which are identical or similar to any of Noxwin.com's trademarks.
7. Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of Net Revenue or any Fees (or any other remuneration from Noxwin.com) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child, or sibling.
8. The Affiliate shall not:
- directly or indirectly offer any person or entity any incentive (including but not limited to money) to use the Noxwin.com Content on the Affiliate Site to access the Noxwin.com Site (e.g. by implementing any "rewards" program for persons or entities who use the Noxwin.com Content on the Affiliate Site to access the Noxwin.com Site);
- read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Noxwin.com by any person or entity;
- in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Noxwin.com Site;
- engage in transactions of any kind on the Noxwin.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
- take any action that could reasonably cause any end user confusion as to Noxwin.com's relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
- promote Noxwin.com Brands in any way other than by using Noxwin.com Content on the Affiliate Site in accordance with this Agreement without Noxwin.com's prior written consent;
- post or serve any advertisements or promotional content, promoting the Noxwin.com Site, or otherwise around or in conjunction with the display of the Noxwin.com Site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorize, or encourage any third party to take any such action without Noxwin.com's prior written consent;
- attempt to artificially increase the amount payable to the Affiliate by Noxwin.com;
- cause the Noxwin.com Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Noxwin.com Affiliates Program;
- register more than one Affiliate account with the Noxwin.com Affiliate program. If any exception is to be made, it must be confirmed in writing by the Head of Performance Marketing;
- use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Depositors to the Noxwin.com Site;
- be under eighteen (18) years of age and must be able to provide Noxwin.com upon request - at any time, a copy of his/her ID, billing address and/or other documents. Refusal to do so may be considered, at Noxwin.com's sole discretion, as fraudulent activity that will be subject to all of the consequences listed above;
- fail to keep the Affiliate Site content compliant with any content and phrasing obligations and/or restrictions imposed on Noxwin.com by third party suppliers. In the event that the Affiliate, for any reason, does not have knowledge of any such obligations, the Affiliate must update its website within 2 business days of notification to the email listed in its Affiliate account;
- apply for a new Affiliate account if it previously had an account closed due to breach of the Noxwin.com Affiliates Agreement;
- incentivize or indicate how sports betting arbitrage, "sure betting", "safe betting", casino systems or similar could be used at Noxwin.com and/or other betting options that statistically prevent the spirit of the Affiliate partnership from being profitable for both parties. If 50% or more of an Affiliate’s referred customers are betting on a single outcome in relation to Sportsbook or Live Casino, this shall be considered as a breach of this Agreement.
- allow, assist, benefit from, encourage, engage in, or promote, directly or indirectly, any actions or traffic that includes Fraud. At all times, the Affiliate will act to refrain from, instantly stop, and not permit any actions or traffic that include Fraud or that it considers or should reasonably consider to potentially contain Fraud, or any actions or traffic that Noxwin.com informs the Affiliate is suspected by it, at its discretion, to contain or potentially include Fraud.
- offer any kind of rake-back or so-called rake-back schemes in any way, or any similar schemes which provide or let a part of the Customer’s rake to be returned to the Customer in any form.
- advertise or be in any form of engagement with any site that offers rake-backs. Noxwin.com reserves the right to withhold any payments due to the Affiliate if the former believes the latter was a part of any rake-back activities.
- promote Noxwin.com and/or create pages using Noxwin.com Brands on any social media (such as, but not limited to, Facebook, Google +, Twitter, Instagram, Medium, etc.).
9. If Noxwin.com determines, at its sole discretion, that the Affiliate has engaged in any of the foregoing activities, or Noxwin.com detects a breach of any obligation of the Affiliate under this Agreement, Noxwin.com shall:
- have the right to suspend any payment due to the Affiliate while Noxwin.com investigates any suspected breach, and/or;
- have the right to alter the Reward Plan structure (notably by imposing negative revenue carryover), and/or;
- have the right to withhold payment of any Commission due to the Affiliate that has been derived from the purported breach, and/or;
- have the right to retain the Commission until the debt is settled or invoice the cost incurred by a breach to clause IV.9. by the Affiliate, and/or;
- have the right to terminate the contract immediately;
If the investigation made by Noxwin.com leads to the conclusion that no breach of the Agreement has occurred, Noxwin.com shall pay to the Affiliate all suspended or withheld payments.
The bringing into play of one or several of the above measures will be without prejudice to any other rights, remedies, legal actions, or compensations available to Noxwin.com.
Upon communication of any changes to the Reward Plan as a result of any suspected breach, the Affiliate will have the possibility to terminate the Agreement within 7 days. If the Affiliate does not terminate the Agreement within this period, it will be deemed to have accepted the changes.
10. If the Affiliate attempts, with Noxwin.com's prior written consent, to promote Noxwin.com Brands using methods such as but not limited to email, SMS etc., it shall make clear in the body of any such communication that they have been sent by the Affiliate, and any complaints made as a result of this communication should be directed to the Affiliate and not to Noxwin.com.
11. The Affiliate shall at all times comply with the provisions set forth in the Data Protection Act (Chapter 440 of the Laws of Malta) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related/relevant legislation.
V. Noxwin.com'S OBLIGATIONS AND RIGHTS
1. Noxwin.com shall supply the Affiliate with the Noxwin.com Content for inclusion on the Affiliate Site and may update such Content from time to time.
2. The Affiliate shall comply with Noxwin.com 's instructions to track New Customer accessing the websites of Noxwin.com Brands via the Noxwin.com Content on the Affiliate Site. Noxwin.com shall use its reasonable endeavors to ensure that whenever a New Customer is directed to the websites of Noxwin.com Brands through the Noxwin.com Content on the Affiliate Site and registers an account the relevant New Customer is identified as originating from the Affiliate Site. However, Noxwin.com shall not be held liable if it is unable to identify a New Customer as originating from the Affiliate Site.
3. Noxwin.com shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including, without limitation, its payment obligations pursuant to clause 6 through any Noxwin.com Group Plc subsidiary company).
4. Noxwin.com shall develop and make available to the Affiliate Noxwin.com Content to be used on the Affiliate Site.
VI. COMMISSION, PAYMENT AND PAYMENT TERMS
1. The Affiliate network shall be entitled to receive, on a monthly basis, a Commission based on the activities of its referred customers.
2. The Affiliate shall be entitled to receive a Commission exclusively for Affiliate's Existing Active Customers and New Customers. The revenue share consists of several tiers. The maximum revenue share shall be reserved only for specific partner/deals. The Commission tiers are as follows:
- 0-5 customers – 20%
- 5-10 customers – 25%
- 10-20 customers – 30%
- 20-50 customers – 35%
- 50+ customers – 40%
In the case of other reward plans, including but not limited to Cost Per Acquisition, the Commission shall depend on a separate agreement between the Parties.
3. The Affiliate shall be entitled to receive the Commission, in the case of a Net Revenue share model, for each New Customer for a lifetime value from the date of its registration. In case the Affiliate fails to bring any new players in a period of six (6) months, Noxwin.com shall deem the players the Affiliate has generated up to this point eligible for generating a commission for another two (2) years. If the Affiliate starts bringing players again, it shall be eligible for receiving lifetime revenue only for them.
4. In order to receive an additional Commission based on a percentage of the Commission earned by its Sub-Affiliate(s), the Affiliate shall refer the Sub-affiliate to the Noxwin.com Affiliate Program through the Noxwin.com Content. The Affiliate cannot claim a Commission on a new Affiliate account created by an Affiliate who simultaneously has another Noxwin.com Affiliates account. The Affiliate shall ensure that the Sub-Affiliate complies with the conditions of tis Agreement by making it aware of them before it enters into any arrangement with the Sub-Affiliate in relation to this agreement. The Affiliate is not allowed to register itself as a Sub-Affiliate. Unless otherwise agreed between the Parties, the Affiliate is entitled to receive 5% of its Sub-Affiliates’ commission.
5. Noxwin.com will pay the Affiliate the agreed commission for bringing customers from global territories, except for the following countries: Australia, Bulgaria, Denmark, the United Kingdom, and the United States of America. The only traffic that counts is from the U.S.A. when there’s an explicit explanation that players can bet solely in case they choose Bitcoin (BTC) as a deposit method.
6. Noxwin.com shall impose an inactivity fee on the Affiliate if the latter hasn’t attracted any customers for three (3) consecutive months. The 10% revenue share is due until at least three (3) new customers are brought in the following three (3) months.
7. Noxwin.com stops paying commission for active players if your don't bring new users (at least 5) with deposit / betting activity 2 months in a row.
8. If you bring us less than 15 users in past 3 months we have the right to review your RS plan.
7. Noxwin.com shall not impose a negative revenue carryover on the Affiliate in case the latter has at least five (5) active players, even if the Affiliate’s balance is negative. However, if the Affiliate has fewer than five (5) active players, the negative balance shall be carried over.
8. At the sole discretion of Noxwin.com, the Head of Performance Marketing may, without prejudice to any other rights or remedies available to Noxwin.com, choose to deal with an Affiliate and/or Sub-Affiliate account fraud, i.e. failure to comply with the foregoing rules, by:
- merging duplicate accounts, and/or;
- applying the original reward plan to the players from the secondary Affiliate account, and/or;
- severing the link between the master Affiliate & Sub-Affiliate, and/or;
- terminating the Affiliate agreement for the Affiliate and/or the Sub-Affiliate.
9. Noxwin.com shall provide the Affiliate with statements accessible through its Noxwin.com Affiliates account at https://Affiliate.Noxwin.com.com detailing the number of New Customers, New Depositors, Net Revenue and the Affiliate’s Commission, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the beginning of a Calendar Month, Noxwin.com shall record the Affiliate’s total Commission, if any, during the previous Calendar Month. If the Affiliate’s Commission does not exceed 10 Euros, Noxwin.com shall be entitled to withhold and carry forward the Commission until the total accrued Commission exceeds 10 Euros.
10. Noxwin.com reserves the right to terminate the Agreement if the Affiliate does not generate any clicks on the Noxwin.com Content for three consecutive months.
11. Noxwin.com reserves the right to reduce the Affiliate’s Commission/change the Affiliate’s Reward Plan if the Affiliate substantially reduces its efforts to promote Noxwin.com.
12. The Affiliate shall, at any time, have secure access to the Technical Platform, unless Noxwin.com has a duly motivated reason – including but not limited to network and IT maintenance and/or security threats – to block such access.
13. The Affiliate understands and accepts that the real time data in the Technical Platform are merely approximate. At the beginning of the following calendar month, Noxwin.com shall provide the Affiliate with a consolidated statement for the previous calendar month containing the aggregated and accurate data related to the Affiliate’s Commission.
14. The Affiliate understands and accepts that its access to the Noxwin.com Technical Platform is subject to the highest confidentiality obligation. Any misuse of such access, whether intentionally or not, shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).
15. All payments to the Affiliate shall be made by a Payment Agent appointed by Noxwin.com. Both Parties agree and acknowledge that Noxwin.com may change, from time to time, and at its sole discretion, the payment method and/or Payment Agent. Noxwin.com Media Ltd remains exclusively responsible for the payment of any amounts due.
16. Payments shall be made approximately 10 to 15 Calendar Days following the end of the month in which the Affiliate’s Commission was earned. Commissions of Affiliates who are not registered for VAT are processed automatically through the Noxwin.com Technical Platform, without the need for the Affiliate to raise an invoice. Affiliate’s balance is kept in EUR. The minimum withdrawable amount is 250 EUR (or the equivalent in other currencies) for a wire transfer and 50 EUR (or equivalent) for a player transfer.
17. The Affiliate is responsible to ensure the accuracy of the payment details in its Affiliate account. Any payment made to accounts listed in the Affiliate account will be considered as payment made by Noxwin.com. Any cost incurred by Noxwin.com owing to incorrect payment details provided by the Affiliate will be deducted from the Commission due to the Affiliate in the next monthly payment cycle in which there is a payment owing to the Affiliate.
18. Noxwin.com shall make sensible efforts to make any payments due to the Affiliate in a timely manner. Nonetheless, Noxwin.com shall not be liable for occasionally infrequent delays or delays that are outside of its control. For example, any changes in the banking or contact details provided by the Affiliate may result in a delay in making any payments due. Where the Affiliate becomes aware of any overdue payments, it has to contact us Noxwin.com immediately. The latter will seek to deal with the issue as soon as possible.
19. If for any reason the Affiliate has been overpaid, then without prejudice to any other rights, Noxwin.com reserves the right to deduct the corresponding amount of overpayment to the Affiliate from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
20. If for any reason the Affiliate has been underpaid, then without prejudice to any other rights, Noxwin.com reserves the right to add the corresponding amount of underpayment to the Affiliate’s Commission in a proceeding Calendar Month.
21. If there is a pending payment due to an Affiliate for a period of five years or more as a result of any or all of the following - incorrect payment details, missing payment details, invalid or no-longer valid payment details, and the Affiliate has not responded to all reasonable contact attempts made by Noxwin.com, the payment will be cancelled.
VII. INTELLECTUAL PROPERTY
1. Nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of this Agreement.
2. All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Noxwin.com, and the Affiliate shall have absolutely no rights therein.
3. Noxwin.com grants the Affiliate a non-exclusive and worldwide right to display the Noxwin.com Content during the Term on the Affiliate Site as set out in this Agreement and in accordance with Noxwin.com 's guidelines as may be provided to the Affiliate from time to time. All Intellectual Property Rights and any Goodwill arising in the Noxwin.com Content and in all betting products, associated systems and software relating to the services provided by Noxwin.com to its customers from time to time shall remain the property of Noxwin.com. The Affiliate is not permitted to use the Noxwin.com Content in any way that is detrimental to Noxwin.com or the reputation or Goodwill of Noxwin.com. The Affiliate is not permitted to alter or modify, in any way, the Noxwin.com Content without Noxwin.com's prior written consent.
4. In particular, unless given Noxwin.com's written approval, the Affiliate may not purchase or register domain names which are identical or similar to any of Noxwin.com 's trademarks. In particular, the Affiliate shall not include in its domain name the words "Noxwin.com" or their variations. A full list of Noxwin.com's trademarks can be provided upon request.
5. The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Noxwin.com Site, nor will the Affiliate create the impression that the Affiliate Site is the Noxwin.com Site (or any part thereof).
6. Upon termination of the Agreement between the Parties, each Party shall hand over to the other Party all proprietary material or information and, as the case may be, destroy in a secure manner all remaining copies of the same. Notwithstanding any disposition to the contrary in this Agreement, the Affiliate acknowledges that - upon termination - it will not be allowed to keep a copy of the Noxwin.com Content, the Databases, Personal Data or Confidential Information, and may not exploit, directly or indirectly, Noxwin.com proprietary information, materials or works.
1. Each Party represents and warrants to the other that it has and will retain, throughout the Term, all rights, title and authority to accept this Agreement. Each Party grants to the other Party all relevant means to perform the obligations underlined in this Agreement.
2. Each Party to this Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfil its obligations and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3 and all applicable laws and regulations.
3. The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights and shall not link to any such material.
4. The Affiliate shall indemnify on demand and hold harmless Noxwin.com from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Noxwin.com in consequence of any breach of this Agreement by the Affiliate.
5. The Affiliate shall prevent the access to its Affiliate Site to minors. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to minors, for example by reflecting or being associated with youth culture.
Noxwin.com makes no representation that the operation of the Noxwin.com Site will be uninterrupted or error-free and Noxwin.com will not be liable for the consequences of any interruptions or errors.
The Affiliate shall indemnify on demand and hold harmless Noxwin.com and each of its associates, officers, directors, employees, agents, shareholders, and partners from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable), and liabilities suffered or incurred, directly or indirectly, by Noxwin.com in consequence of any breach, non-performance, or non-observance by the Affiliate of any of the obligations or warranties contained in this Agreement.
XI. LIMITATION OF LIABILITY
1. Neither Party should be liable to the other for any loss of actual or anticipated income or profits, for any special, indirect or consequential loss or damage or any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
2. Noxwin.com's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not, in any event, exceed the sum of the total monies paid by Noxwin.com to the Affiliate over the 12-month period preceding the date on which such liability accrued.
XII. CLOSURE OF A MARKET
This Agreement shall be considered no longer applicable if Noxwin.com has to re-enter a market with a different platform / URL extension and cannot migrate its existing database of customers.
1. This Agreement applies from the date that both parties sign the agreement in accordance with Clause III and shall continue thereafter unless and until terminated according to this clause XIII.
2. Notwithstanding Clause XIII.1, Noxwin.com may bring the Term to an end with immediate effect by written notice to the Affiliate if:
- the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
- the Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
- the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner.
3. Notwithstanding Clause XIII.1, if Noxwin.com suspects – and has reasonable proof - that the Affiliate is engaging in illegal activities or has been in repeated breach of this Agreement, Noxwin.com may unilaterally terminate this Agreement on delivery of two weeks' prior written notice to the other Party.
4. Noxwin.com shall forthwith give notice in writing to the other Party of any event within clause 13.2 which occurs during the Term and which would entitle Noxwin.com to bring the Term to an end.
1. Unless otherwise provided for, this Agreement shall constitute the entire agreement and understanding - superseding any previous agreement - between the Parties. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
2. It is Noxwin.com’s policy to actively thwart, to the extent within its control, money-laundering and any activities that facilitate funding or money-laundering of criminal or terrorist activities. Noxwin.com reserves the right to attempt to verify the Affiliate’s identity via the information it has provided by collecting additional information from public sources or by similar means as it rationally considers necessary.
3. Noxwin.com may ask the Affiliate to provide supplementary documents for verification purposes. The type of documents (e.g. valid passport copy; valid driving licence copy; a copy of a utility bill; a bank statement, or in the case of a corporation: a copy of the company’s certificate of incorporation; constitutional documentation; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company) will be specified additionally in the request sent to the Affiliate partner. Failure to provide the required documents may result in delays of payments or termination of the agreement.
4. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim, or remedy conferred by or arising under this Agreement or by the law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim, or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim, or remedy, in any other instance at any time or times subsequently.
5. The Affiliate shall not, without Noxwin.com's prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-licenses or deals related to this Agreement or any other rights under it, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
6. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
7. Any notice given or made to Noxwin.com under this Agreement shall be sent via email to [email protected] and marked for the attention of the Head of Marketing (or as otherwise notified by Noxwin.com hereunder). Noxwin.com shall send the Affiliate any notices given or made under this Agreement to the email address supplied in the Affiliate’s account within the Technical Platform or such other email address as notified by the Affiliate to Noxwin.com. Any notice shall be deemed to have been received within 24 hours of delivery. If the receipt occurs before 9.00 a.m. CET on a Working Day, such notice shall be deemed to have been received on that specific day. If such receipt occurs after 5.00 p.m. CET on a Working Day, or on any day which is not a Working Day, the notice shall be deemed to have been received at 9.00 a.m. on the following Working Day.
8. Each party undertakes that it will not at any time hereafter use, divulge, or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other Party or of any member of the group of companies to which the other Party belongs which may have or may in future come to its knowledge. Each of the Parties shall use its reasonable endeavors to prevent the publication or disclosure of any confidential information concerning such matters.
9. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or to authorize either Party to act as agent for the other. Neither Party shall have the authority to act in the name or on behalf of the other Party or otherwise to bind the other Party in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
10. Neither Party shall make any announcement relating to this Agreement nor its subject matter without the other Party’s prior written approval, except as required by law or by any legal or regulatory authority.
11. The validity, construction, and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of British Virgin Islands.
XV. AMENDMENSTS TO THE AGREEMENT
1. Noxwin.com may, at any time and at its sole discretion, amend any of the terms and conditions included in this Agreement by posting the amended agreement on the "Terms & Conditions" page on the Noxwin.com Affiliates Website. Any amendments shall take effect from the date specified at the top of the Agreement. The Affiliate is solely responsible for informing itself of any such changes. Thus, it is important that the Affiliate logs in from time to time to the section of the Noxwin.com Affiliates Website relating to ‘Affiliates’ to check out whether an amended version has been posted on the Noxwin.com Affiliates Website, or perform such checks in any other relevant way. Amendments may include, for instance, changes in the reward amounts payable under this Affiliate Agreement, payment procedures and restrictions on certain operations, as well as any other rules. None of Noxwin.com’ employees may orally amend, modify, or waive any provision of this Agreement.
2. If any amendment is unacceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliate’s continual partaking in the Noxwin.com Affiliate Program, following Noxwin.com posting of any amended agreement on its website will constitute a binding acceptance of the amended agreement, regardless of whether the Affiliate has actually read or learned the relevant amendments.