Terms and Conditions
In order to apply for our affiliate program you will need to read, understand and accept these terms and conditions. If you do not agree with the terms and conditions do not continue with your application. Should you have any questions regarding our affiliate program please contact email@example.com for further information.
1.1 This document (the "Agreement") outlines the terms and conditions agreed between us, EveryMatrix N.V. (referred to herein as "Noxwin", "we" "us" or "our") and you (referred to herein as "you", "your" or “affiliate”), in respect to your application to join our affiliate program and to promote the www.noxwin.com website and our services.
1.2 Noxwin reserve the right to update or modify this Agreement by notice via message to your email address 5 days in prior to any changes being implemented and presented online at the site within the section of affiliate terms and conditions. Should you not agree to the changes you are required to terminate this Agreement in accordance with the terms within this agreement. Details of any changes to the terms and conditions will be published in clause 14 within this agreement available in updated version on www.noxwin.com. If you continue to participate in our affiliate program also after changes to the agreement has been posted this will be constituted as a binding acceptance of such changes by you.
1.3 In order to join our affiliate program you are required to accept our terms and conditions as well as submitting a completed online application form. Noxwin determines at its’ sole discretion whether or not to accept your application for our affiliate program. Our decision is final and no appeal will be granted. Once we have reached a decision in regards to your application we will notify you by email informing you of whether you have been accepted as our affiliate or not. Upon a successful application you will be bound by these terms and conditions set out in this agreement when marketing/promoting the Noxwin website and services. Noxwin will email you with further information upon acceptance of your application.
In this Agreement unless the context otherwise requires:
''Confidential Information'' means all information about us which is not publicly known and that is disclosed (by whatever means) by us to you.
''Net Generated Revenues (‘NGR’)'' means the sum of Noxwin’s net revenue generated by all your referrals in the space of a calendar month.
''Intellectual Property Rights'' means any and all patents, trademarks, service marks, designs, trade, business or domain names, goodwill associated with the foregoing, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements.
"Referred Customers" means Customers who have no prior account with Our Website, and have signed up for an account with us with your affiliate tracking code attached.
“Revenue Share” means the percentage share the affiliate will earn from the Net Generated Revenues created by his Referred Customers.
"Your Website" the website which you notify to us on the Affiliate Sign up Form.
3.1 The Links provided to you by Noxwin should be displayed and used by you in the manner agreed between you and us and you shall not change the form, location or operation of the Links without Noxwin’s prior written consent.
3.2 You shall ensure that you do not place any Links on pages of the Your Website aimed at persons under the age of 18 years.
3.3 In the event that you wish to place the Links on websites other than the Your Website, you must first obtain Noxwin’s written consent.
3.4 If we discover that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you and to immediately terminate this Agreement without notice to you (see 13.2).
4. REVENUE SHARE AND NET GENERATED REVENUE CALCULATIONS
4.1.1 Your revenue share is calculated according to the following structure:
NGR (Net Generated Revenue)
30% flat commission, NO NCO
30% flat commission, NO NCO
4.1.2 The Revenue Share model stipulated in 4.1.1 always applies for the Casino and Sports Betting products.
4.2 Net Generated Revenue is calculated according to the following terms for each of Noxwin’products:
a) NGR from Sports Betting is calculated as, the figure resulting from the calculation of the betting revenues generated by your referred Customers actually received by us less the winnings, less any credits, bonus or promotional amounts given to Referred Customers, processing charges, chargebacks, or any uncollectible revenue attributable to the Referred Customers.
b) NGR from Casino is calculated as, the sum total of all your referred Customers' gross bets less payouts (as calculated by Our Website), less any credits, bonus or promotional amounts given to Referred Customers, processing charges, chargebacks, or any uncollectible revenue attributable to the Referred Customers.
We retain the right to change the REVENUE SHARE AND NET GENERATED REVENUE percentage and method of calculation of Revenue Share as we wish in accordance with clause 1.2
5. FORBIDDEN PRACTICES
5.1 You may not in any way offer added rewards of any kind to your Referred Customers without Noxwin’s prior written consent. If Noxwin deems you to be in breach of this condition, Noxwin may terminate your affiliate agreement and seize to pay you any further Revenue Share from your Referred Customers (see Term 13.2).
5.2 Neither you nor your direct relatives (spouse, partner, parent, child or sibling), may under no circumstance receive any Revenue Share on your own or direct relatives’ customer account.
5.3 You are forbidden to in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Noxwin Site.
5.4 You are forbidden to attempt to artificially increase monies payable to you by Noxwin.
5.5 You shall at all times comply with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similarlegislation.
6. NOXWIN’S OBLIGATIONS
6.1 Noxwin shall supply you with the Links for inclusion on the Your Website and may update such Links from time to time.
6.2 Noxwin shall use its best endeavors to ensure that whenever a Referred Customer signs-up with Noxwin through your affiliate link with your tracking code attached the relevant Customer is identified as originating from the Your Website. However, Noxwin shall not be liable to you in any way if Noxwin is unable to identify a Customer as originating from the Your Website.
7.1 You will receive affiliate payments directly to your Noxwin player account.
7.2 Payment is made on the 15th of every calendar month.
7.3 The minimum sum for a monthly payment of affiliate payment is ˆ30. If a Revenue Share does not exceed ˆ30, Noxwin shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds ˆ30, at which time payment shall be made. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than ˆ30 in any given month.
7.4 If an Affiliate's Revenue Share for a particular calendar month is negative, such negative amounts will be reset to 0, at the beginning of next calendar month.
7.5 Your Noxwin account must have a minimum of 5 active referred Customers before you will be eligible for Referral Commission payment. Subject to clause 7.6, you are entitled to one payout per month, providing you have fulfilled the above Customer requirement at the end of the preceding month.
7.6 You are eligible for Referral Commissions based upon your continued promotion of Sport and Casino at Noxwin. We reserve the right to reduce Referral Commission percentages if you reduce your efforts to recruit new Customers. Your reduced or suspended promotion of our sites will be deemed to represent your termination of this Agreement.
7.7 Noxwin shall provide you with statements accessible through your personal affiliate page, www.noxwin.com , detailing the Referred Customers and your share of Net Generated Revenues.
8. INTELLECTUAL PROPERTY
8.1 Noxwin grants you a non-exclusive and worldwide license to display the Noxwin brand features and related content (the "Noxwin Content") during the Term solely for the purposes of the display of the Links by you on the Your Website as set out in this Agreement and in accordance with Noxwin’s guidelines as may be provided to you from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Noxwin to its customers from time to time shall remain the property of Noxwin. You are not permitted to alter or modify in any way the Noxwin Content without the express prior written consent of Noxwin.
8.2 You agree that the Your Website shall not resemble in any way the look and/or feel of the Noxwin Site, nor will you create the impression that the Your Website is the Noxwin Site (or any part thereof).
9.1 Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licenses granted in this Agreement and to perform all of its obligations under this Agreement.
9.2 You warrant that you have obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable you to fulfill your obligations under this Agreement.
We make no representation that the operation of the Noxwin Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.
You (the "Indemnifying Party") shall indemnify on demand and hold harmless Noxwin and each of Noxwin’s associates, officers, directors, employees, agents, shareholders and partners (the "IndemnifiedParty") 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 the Indemnified Party in consequence of any breach, non performance or non observance by the Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Agreement
12. EXCLUSION OF LIABILITY
12.1 Nothing in this clause 12.1 shall limit Noxwin’s liability for death or personal injury resulting from Noxwin’s negligence or for fraud.
12.2 Noxwin shall not be liable, in contract, tort (including without limitation negligence) or in any other way for: loss of revenues, profits, contracts, business or anticipated savings; or any loss of goodwill or reputation; or any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or any other matter under this Agreement.
12.3 The liability of Noxwin shall not, in any event, exceed the sum of the total monies paid by Noxwin to you over the 6 month period preceding the date on which such liability accrued.
13.1 This Agreement shall start on the date that we notify you that your application has been successful in accordance with clause 1. This Agreement shall continue thereafter unless and until terminated by either party upon 30 days written notice.
13.2 If you are in material breach of your obligations within this agreement, Noxwin may bring the term to an end with immediate effect; and seize to pay you any further Revenue Share on you Referred Customers, by written notice to you.
13.3 In the event that a referred customer has had no activity for a period exceeding 24 months, this customer will no longer be deemed as your referral and you will no longer be entitled to any further Revenue Share from any future revenues created by this player.
14.1 This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
14.2 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.
14.3 Any notice given or made under this Agreement to Noxwin shall be by email to the relevant email firstname.lastname@example.org . Noxwin shall send you any notices given or made under this Agreement to the email address supplied on your application form or such other email address as notified by you to Noxwin.
14.4 Nothing in this Agreement is intended to create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.
14.5 Neither party shall make any announcement relating to this Agreement nor its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
14.6 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 law of The Netherlands Antilles. Each party irrevocably submits to the exclusive jurisdiction of The Netherlands Antilles courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.
14.7 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.
15. CHANGES TO THIS AGREEMENT
This Agreement has not been varied or otherwise amended since 31st of December, 2012.