Last Update: 19-12-2022
General Terms and Conditions
Purpose of the Affiliate Program
This affiliate agreement (the “Agreement”) sets out the complete terms and conditions between COE Services Limited, whose principal place of business is situated at Sovereign Place, 117 Main Street, GX1 11AA Gibraltar (“COE Services Ltd”), and on the second part, the individual or entity stated in the Affiliate Sign up Form (an “Affiliate”) for the ComeOn Connect affiliate program (the “Affiliate Program”).
Whereas COE Services Ltd has, further to its agreement with Co-Gaming Ltd, Playcherry Ltd and Bunchberry Limited, set up an affiliate program known as Comeon Connect located at www.comeonconnect.com.
It is important that you read and understand this Agreement. By completing an application to join the Affiliate Program you are – subject to COE Services Ltd’ approval of your application – agreeing to the terms and conditions of this Agreement. If you do not agree to the following terms and conditions you should discontinue your application.
This Agreement replaces all previous terms and conditions relating to the Affiliate Program or any previous affiliate program offered by COE Services Ltd or any Group Company (as defined below). Notices to the Affiliate concerning any such alteration in the Affiliate Program and/or this Agreement shall be made in writing and will take effect fourteen (14) days’ after such notice in writing is deemed to have been received under this Agreement. The Affiliate’s continued participation in the Affiliate Program, including but not limited to acceptance of any commissions from the Company, after such change notice is deemed to have been received under this Agreement, will always be deemed as a binding irrevocable accept of the new terms and conditions and/or other changes in the Affiliate Program.
This set of terms does not allow you to advertise or send traffic to comeon.nl. Comeon.nl is operated by Tulipa Ent Limited. Should you wish to promote The Netherlands market, you will need to contact the Affiliate Program.
If you have any queries or questions in relation to this Agreement, or wish to notify COE Services Ltd of any matter related hereto, you may contact us at [email protected]
1.1 In this Agreement, the following expressions shall have the following meanings:
“Admin Fee” includes jackpot contribution, game licenses, game royalties, finance fees and applicable taxes;
“Affiliate” means you; the individual or entity stated in the Affiliate Sign up Form who has signed up to the ComeOn Connect program in order to promote ComeOn Connect brands through Affiliate’s links;
“Affiliate Payment” means any Revenue Share, Hybrid Payments and/or CPA Payments;
“Affiliate Program” means an Internet marketing practice that connects businesses selling products online with websites related to those products. The websites are run by third parties who sell products and services for the Internet company and in return receive a commission;
“Application” means your application to join the Affiliate Program via the Affiliate Program Site;
“ComeOn Connect” means together, or individually as the context requires COE Services Ltd and/or the website at http://ComeOnConnect.com and its advertised program;
– ComeOn (and all its variations for different jurisdictions including Germany, Denmark, Sweden and Ontario)
– Mobilebet (and all its variations for different jurisdictions including Germany)
– Lyllo Casino
These Brands are the names, concepts or identities that are generally, and from time to time, recognized in the public domain worldwide and remain the sole property of ComeOn Connect or its Group Company or of those third parties who, by virtue of a marketing agreement with COE Services Ltd, markets the Group Company’s services under their own brand name.
“Business Day” means any day (excluding Saturdays and Sundays) which is not an official public holiday in Gibraltar;
“CPA Payments” means the CPA reward payments described in clause 4.5;
“Commencement Date” means the date on which ComeOn Connect confirms that your application to join the Affiliate Program has been accepted;
“Confidential Information” means all information in any form relating to a party (and any Group Company in the case of COE Services Ltd) (the “Disclosing Party”) that is directly or indirectly disclosed to the other party (the “Receiving Party), including any personal data and/or customer data, by any of the Disclosing Party’s employees, professional advisers or contractors before or after the Commencement Date;
“Customers” refers to a user who satisfies each of the following: (1) is a new end user who originates from your Tracking Code via your website, email newsletter or other method acknowledged and approved by us; (ii) uses the tracking mechanism connected to a Property site and registers with that Property site; and (iii) opens a player account as a result of registering with the Property site;
“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith;
“Group Company” means COE Services Ltd and any corporate entity which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company and shall include any company in which a Group Company has a shareholding of 50% or more;
“Hybrid Payment” means the hybrid payments described in clause 4.6;
“Immediate family” means your spouse, partner, parent, child or sibling;
“Internet Site” means your website or websites located at the web address(es) provided to ComeOn Connect in your Application or subsequently changed from time to time and notified to ComeOn Connect via the Affiliate Program Site;
“IPR” means any and all patents, trademarks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), get-up, 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;
“Property Sites” The following properties participate in the ComeOn Connect Program. As part of ComeOn Connect’s efforts to maintain the integrity of the Properties’ Sites, all websites deemed a copy of any of the Properties’ Sites, including and not limited to the sites below, will be asked to remove all suspect/plagiarized content.
https://www.comeon.com (including comeonwetten.de and comeon.com/on and comeon.com/sv)
A website will be classed as having enough similar content to jeopardize a Property’s Sites in any of the search engines if there is as little as 15% copied content. Should the copy not be updated within 5 working days, your Affiliate Account and all Affiliate payments will be suspended pending review of the situation.
“Tracking Code” means codes downloaded from the Affiliate Program Site that link to the property sites webpages or any other site owned or controlled by COE Services Ltd or any Group Company;
“Tracking Links” means hypertext links (either a banner or text link) downloaded from the Affiliate Program Site that link to the property sites webpages or any other site owned or controlled by COE Services Ltd or any Group Company;
“Pzbuk.pl General Terms and Conditions” mean guidelines in Appendix 1 of this agreement pertaining to any affiliate sponsorship of Pzbuk.pl brand
“Net Casino Winnings” means total winnings from Customers (stakes received less winnings paid out) made by the casino product accessible via the brands that fall under the ComeOn Connect program less any payments to third party software providers, the cost of any promotional offers (including any sign up bonuses), any jackpot contributions, adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
“Net Sports Winnings” means total winnings from Customers (stakes received less winnings paid out) made by the Sports product accessible via the brands that fall under the ComeOn Connect program website less any payments to third party software providers, the cost of any promotional offers (including any sign up bonuses), adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
“Lottery Sales” means total lottery tickets bought by customers
“Parties” means the parties to this Agreement;
“Revenue Share” means the revenue share payments described in Clause 4.3;
Our Default Revenue Share (unless otherwise agreed) is as follows:
Net Revenue Reward
€ 0 – €10 000 25%
€ 10 001 – €20 000 30%
€ 20 001 – €30 000 35%
€ 30 001 – €50 000 40%
€ 50 001 + 45%
Net Revenue Reward
€0 – €10,000 20%
€10,001 – €20,000 25%
€20,001 – €30,000 30%
€30,001 + 35%
NB: please refer to Appendix 1 for Pzbuk.pl specific revenue share.
No Revenue Share deals are given for German brands: comeonwetten.de, sunmaker.de, sunnyplayer-slots.de, mobilebet.de.
1.2 In this Agreement (except where the context requires otherwise)
(a) any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(b) the singular includes the plural and vice versa; and
(c) reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.
1.3 In consideration of you making the Tracking Links available on the Internet Site and subject to the terms and conditions of this Agreement, ComeOn Connect will procure that you are granted a non-exclusive, non-transferable, terminable licence to use the Tracking Links on the Internet Site solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.
2.1 It is a condition of this Agreement that you will not do any of the following:
(a) display the Tracking Links other than on the Internet Site;
(b) display the Tracking Code in any offline media without ComeOn Connect’ prior written approval;
(c) display data from the Tracking Links via any electronically accessible medium other than the Internet Site without the express written consent of ComeOn Connect;
(d) do anything that would cause ComeOn Connect to believe that a Customer has clicked through the Tracking Links to register for an account when that is not the case, sometimes known as ‘cookie stuffing’; and/or
(e) use the Tracking Links or Code in a way which proves or is likely to prove detrimental to ComeOn Connect such as purposefully hiding referral URL’s for customers referred to ComeOn Connect brands.
3.1 You warrant and undertake that:
(a) you have full capacity and authority to enter into this Agreement and any other documents executed by you that may be associated with this Agreement;
(b) you will at all times conduct yourself with all due skill, care and diligence, including Good Industry Practice, and in accordance with your own established procedures and all applicable laws, enactments, orders, regulations and other similar instruments;
(c) you will comply with ComeOn Connect’ security guidelines and requirements as may be issued by ComeOn Connect from time to time whether in writing or otherwise;
(d) all information you provided in your Application is correct and that you will notify ComeOn Connect promptly of any changes;
(e) you will promptly change the address of the Internet Site on request by ComeOn Connect;
(f) you will keep secret and not allow anyone else to use your login and password details for the Affiliate Programme Site;
(g) the Tracking Links will not be placed on any part of the Internet Site which may be aimed at people under 18 years of age;
(h) you will not directly or indirectly offer any potential Affiliate or Sub-Affiliate any incentive (including payment of money or other benefits) to use the Tracking Links or Code;
(i) you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement and that you will fully comply with all applicable laws and regulations including any advertising codes;
(j) the Internet Site will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;
(k) you will not seek to challenge the validity of IPR belonging to ComeOn Connect or any Group Company;
(l) you will use all reasonable endeavours to display the Tracking Links and Code on the Internet Site without interruption for the duration of this Agreement;
(m) you will ensure that all communications originating from you relating to ComeOn Connect or our properties make it clear that such communications are sent by and on behalf of you (and not from or on behalf of ComeOn Connect or our properties);
(n) you will not edit, alter or amend any marketing, promotional and/or creative materials which have been produced by or on behalf of ComeOn Connect;
(o) you will not encourage or assist any Affiliates to breach any terms and conditions agreed to when opening an account with ComeOn Connect or a Group Company;
(p) you will not, and you will not encourage or assist any Affiliates to, engage in behaviour which in ComeOn Connect’ reasonable opinion breaches the terms or abuses the spirit of a promotion, competition, tournament or offer operated by ComeOn Connect or a Group Company; and
(q) The Affiliate shall not utilise and shall not allow any third party to utilise any website having a domain name that contains any of the Brands or their variations or misspellings without the relevant owners’ permission, whether by way of linking, redirecting traffic or otherwise.
(r) For Affiliates approved to offer services in Ontario:
The Affiliate are not to engage in direct-to-consumer marketing, direct-to-consumer promotion, or player referral services for Ontario’s www.comeon.com/on under this agreement, and also undertake affiliate activities related to online gaming sites that facilitate or accept wagers from players in Ontario without an AGCO registration. For avoidance of doubt, if the Affiliate is servicing us on Ontario, then the Affiliate undertakes that s/he will not also provide their services to operators in Ontario which are not registered with the AGCO.
The Affiliate understands that if a breach of the preceding paragraph occurs, this agreement is immediately terminated and any referral remuneration is forfeited.
The Affiliate understands that unless approved specifically for Ontario by the ComeOn Connect team in writing, s/he shall not redirect any traffic to comeon.com/on. Should this happen, this agreement is terminated immediately and remuneration generated through such referrals is forfeited.
The affiliate for Ontario is 19 years or older.
The Affiliate shall not engage in any marketing by way of PPC (pay-per-click), sponsored links, search engines’ keywords, AdWords or similar promotion which utilizes any of the Brands or which are identical or similar to any of the trademarks or trade names from time to time or include the keywords ComeOn, Suomikasino, Folkeriket, Mobilebet, Casinostugan, Galaksino, Getlucky, Mobilautomaten, Norgesspill, Snabbare, Nopeampi, Hajper, Pzbuk or any other variation or include meta tag keywords in PPC advertising which are identical or similar to any of the Brands’ trademarks or trade names from time to time or include the keywords ComeOn, Suomikasino, Folkeriket, Mobilebet, Casinostugan, Galaksino, Getlucky, Mobilautomaten, Norgesspill, Snabbare, Nopeampi, Hajper, Pzbuk, Sunmaker, Lyllo Casino or any other variation such as but not limited to:
Comeon; Come on; Comeon!; Come on!; C’mon; Comeone; Come one;
Folkeautomaten; Folke automaten; Folkeauto maten; Folkeautomatten;
Casinostugan; Casino stugan; Casinos tugan; Casinosstugan;
Galaksino; Galakcasino; Galak sino
Getlucky; Get lucky; Getluck; Get luck;
Mobilautomaten; mobil automaten, mobilauto, mobil auto
Norgesspill; Norges spill; Norgespill
Sunmaker, sun maker, sunmakercasino
Lyllocasino, Lyllo, Lyllo Casino
in combination to, but not limited to, any of the following:
Casino, and any synonyms or possible local language variations;
Poker, and any synonyms or possible local language variations;
Sport, and any synonyms or possible local language variations;
Bonus, and any synonyms or possible local language variations;
Free, and any synonyms or possible local language variations;
Offers, promotion, and any other synonyms or possible local language variations;
Betting, gambling, and any other synonyms or possible local language variations;
Games, slots, pokies, and any other synonyms or possible local language variations;
Voucher, bonus code, and any synonyms or possible local language variations;
Deposit, payment, and any other synonyms or possible local language variations;
Free spins, and any synonyms or possible local language variations.
The Affiliate is required to use as negative keywords the following keywords in all online paid advertising (PPC, CPC, etc.):
Comeon; Come on; Comeon!; Come on!; C’mon; Comeone; Come one;
Folkeautomaten; Folke automaten; Folkeauto maten; Folkeautomatten;
Casinostugan; Casino stugan; Casinos tugan; Casinosstugan;
Galaksino; Galakcasino; Galak sino
Getlucky; Get lucky; Getluck; Get luck;
Mobilautomaten; mobil automaten, mobilauto, mobil auto
Norgesspill; Norges spill; Norgespill
Sunmaker, sunmaker, sunmakercasino
Lyllocasino, Lyllo, Lyllo Casino
The Affiliate shall not assert the invalidity, enforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action which may prejudice the relevant owner’s rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
If we discover that any Affiliate has breached these guidelines and referred Customers by inappropriate usage of the relevant Intellectual Property, reasonable adjustments may be made to the Customers’ accounts or the partnership between COE and the relative Affiliate may be terminated if COE do not approve the marketing methods, or cannot come to a reasonable agreement for the compensation of breaching these terms.
You shall not engage in spamming and must at all times practice “Netiquette”, this includes any attempt to spam a user through the chat functionality in the participating Property’s chat facility. We consider any unsolicited, unexpected or unwanted SMS sent to a user in order to extort their valuables, mislead them or any message originating from someone the user has not specifically authorized to have their mobile number to be spam. The Affiliate must NOT send SMS messages containing any reference to, or in any way connected with, a Property or a Property Site, without the express consent of ComeOn Connect. Once such consent has been granted by ComeOn Connect, SMS messages may only be sent provided they comply with commonly accepted opt-in rules, meaning the user has consented to receive SMS from you and is given the option to opt-out in each SMS. In addition, all email marketing must be based on commonly accepted opt-in rules, meaning the user has consented to receive the email from you and is given the option to opt-out in each email. You shall not be entitled to, earn Affiliate Payments from Customers generated in bad faith, or arising from unauthorized advertising or promotion. In the event that we determine that you have engaged in any form of unauthorized advertising or promotion, or engaged in any unlawful or bad faith activities (regardless of whether you had knowledge of the same), we reserve the right to take various actions including, but not limited to, withholding and forfeiting of Affiliate Payments and/or immediately terminating this Agreement.
The Affiliate shall not be under eighteen (18) years of age (19 years of age for Ontario, Canada) and must be able to provide copies of identification documents, proof of billing address and any other documents as may be requested by ComeOn Connect at its sole discretion. ComeOn Connect may terminate this Agreement immediately upon notice if you refuse to provide the required documents or if you are found to have provided false or misleading information.
3.2 You agree that:
(a) you or your Immediate Family may not become Customers and you shall not be entitled to any payment under this Agreement in relation to such persons;
(b) ComeOn Connect may monitor the Internet Site to ensure you are complying with the terms of this Agreement and you will provide ComeOn Connect with all data and information – including passwords – to enable ComeOn Connect to perform such monitoring at no cost to ComeOn Connect;
(c) the Electronic Commerce (EC Directive) Regulations 2002 will not apply to this Agreement; and
(d) all Customer data and information shall belong exclusively to ComeOn Connect
3.3 You warrant that:
(a) you are not and have never been engaged in any activity, practice or conduct which would constitute an offence; and
(b) you have not been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
3.4 The appearance and syntax of the hypertext transfer link constitute the only authorised and permitted representation of the Property Sites. You may only use banners retrieved from the ‘ComeOn Connect’ back office and you may not alter their appearance.
3.5 You will not benefit from known or suspected traffic generated in bad faith whether or not it actually causes the Property Sites damage. All amounts due to you under this Agreement may be retained if we have reasonable cause to believe that such traffic has been caused with your knowledge. You shall not in any way incentivize or indicate how sports betting arbitrage, “sure betting”, “safe betting”, casino systems or similar can be used and/or other betting options that prevent the partnership from being profitable for both Parties. Even if you have not knowingly generated such traffic, your Affiliate Payments with respect to such traffic may be withheld.
4.1 In consideration of the display of the Tracking Links and Code and introducing Customers, you will be entitled to payment on the following terms.
4.2 You will be able to indicate your initial preferred payment option (“Commission Option) upon having been approved to join the program. The chosen option will be confirmed by ComeOn Connect once ComeOn Connect accepts your Application.
4.3 Subject to these terms, if you select a “Revenue Share”, ComeOn Connect shall pay you in respect of each Customer:
(a) the applicable percentages of Net Casino, Sports & Lottery Winnings for as long as a Customer has an account with ComeOn Connect brands or a Group Company.
4.4 If you select a CPA Payment ComeOn Connect shall pay you the selected payment or current standard payment which is payable in accordance with the terms on the Affiliate Programme Site.
(a) You will be entitled to a one-off commission based on criteria which are set, and subject to change with prior written notice, at the sole discretion of Comeon Connect. You will be entitled to a one-off commission based on the number of new depositing players directed to our brands and that would have wagered a minimum of one euro from their total deposits (bonus money is therefore excluded) Comeon Connect reserves the right to also set other criteria including but not limited to a minimum depositing amount requirement. Such criteria shall apply over an above the requirements to have players directed to our brands wagering a minimum of one Euro.
(b) All CPA deals are subject to a 24 Hour termination policy.
(c) ComeOn Connect decision with regards to this will be considered final and no further correspondence will be entered into. Right of admission to the CPA programme will be reserved at all times and for any reason. If we determine, in our sole discretion, that you are enrolled in the CPA programme to benefit from it by referring players that we deem not legitimately interested in our products or services or of a similar average value to our current players, we reserve the right to terminate your participation in the programme with immediate effect. Should this occur, from the moment of your notification, your CPA payment generated on existing or new referred players will be forfeited and considered null and void with no further correspondence entered into.
4.5 If you select a Hybrid Payment ComeOn Connect shall pay you:
(a) the selected hybrid CPA payments payable in accordance with the terms on the Affiliate Programme Site;
(b) the selected “Revenue Share” percentages of Net Casino, Sports & Lottery Winnings for as long as each Customer has an account with ComeOn Connect brands or a Group Company.
4.6 ComeOn Connect may withdraw a Commission Option at any time by giving notice to you. You will then be required to select another Commission Option via the Affiliate Programme Site which will apply to any Customers whose date of first registration is on or after your date of selection.
4.7 You will be able to review statements showing the number of Customers introduced by you via the Tracking Links or using the Code and Affiliate Payments, if any, which have accrued over the course of the calendar month, using the Affiliate Program Site. Such statements are for information purposes only. ComeOn Connect will endeavour to ensure that such statements will be updated daily but is under no obligation to do so. Provided that you have reached the threshold set out in clause 4.10, ComeOn Connect will, at the first day of the calendar month, inform you of the amount of the Affiliate Payments, if any, for the preceding calendar month (the “Amount Due”).
4.8 In the event that the Amount Due for a calendar month is a negative amount, ComeOn Connect will not carry forward or set off such negative amount against Amounts Due for future months which would otherwise be payable to you. If the Amount Due for a particular calendar month does not exceed 50 EUR, ComeOn Connect will be entitled to withhold and carry forward such amount to the end of the next calendar month in which the Amount Due (including any sums carried forward in this way) exceeds 50 EUR, at which time payment shall be made in accordance with clause 4.11.
4.9 All payments made to you by ComeOn Connect under this Agreement are
(a) deemed exclusive of any VAT or other tax payable
(b) will be paid in Euros
(c ) Affiliate payments will be made on a monthly basis approximately between the 15th and the end of each month for the amount due for the preceding calendar month, providing the payment exceed the agreed minimum monthly amount, -or this balance will remain on the account until such month minimum amount has been reached.
(d) Affiliate is responsible for providing the correct payment details.
4.10 Unless agreed in writing by the Company’s Head of Affiliates, any changes to an Affiliate’s Commission Option will only be applicable to New Customers and not previously referred customers.
4.11 You shall incorporate and prominently and continually display the most up-to-date links provided by ComeOn Connect on all pages of your website in a manner and location agreed by ComeOn Connect and you shall not alter the form, location or operation of the links without our prior written consent.
4.12 In the event that a Customer:
(a) has been introduced in breach of any term of this Agreement;
(b) makes an initial deposit which is subject to a chargeback or which is reversed for any other reason;
(c) uses your code or that of a member of your Immediate Family (or the code relating to any similar or replacement ComeOn Connect customer referral scheme) when signing up for an account;
(d) fails any identity or credit checks carried out by ComeOn Connect or on its behalf;
(e) is located in a territory from which the ComeOn Connect and its Group Companies does not accept customers; or
(f) has their account closed within 25 Business Days of the account opening (for any of the reasons above) you will not be entitled to receive any Affiliate Payments in respect of such Customer. The company is obliged to communicate this promptly and the affiliate can request evidence of such closure if applicable. In the event that any such payment has already been made to you in respect of such Customer you will promptly repay the amount paid on receiving notice from Comeon! Connect. Comeon! Connect will be entitled, but not obliged, to set-off any amount owed as a result against future Affiliate Payments.
4.13 Large Winners Policy (applicable to all affiliates registered up until 31st March 2018 promoting the following brands through “EarnAffiliates” ComeOn!, MobileBet, Casinostugan, Folkeriket, Mobilautomaten, GetLucky, SuomiKasino
During any calendar month, if one specific player generates accumulated winnings of at least €50,000, then this player will be considered a large winner and will be covered by the Large Winners policy.
The player will be isolated from the Affiliate pool of players and the negative revenue from this specific player will not affect the overall commissions from the other players during that given calendar month.
The negative revenue created by this large winner will separately be carried forward and counted against the future revenue generated by this large winner for a limited period of up to 12 months.
The player will remain separated, and the negative balance will be adjusted by potential future positive revenue generated by the same player until the full amount of the negative balance has been satisfied and/or fulfilled during the limited period of 12 months. In such a case the player will then be returned to the Affiliate pool of players to continue to generate future commission for the Affiliate.
No negative carry over generated by the separated player will be taken into account after the 12 month period in the calculation of the Commission due to the Affiliate.
The Affiliate will be notified of any large winner player at latest five (5) working days in the following month. The information about the negative balance generated by the separated player(s) will be traceable by the Affiliate in the Affiliate platform or via monthly reports from the Brands.
Each large winner occurrence will be treated individually.
Progressive wins do not fall into this category as this payout is taken from a progressive funds pool.
4.14 Large Winners Policy (applicable to all newly registered affiliates after 1st April 2018)
The following Large Winners Policy shall apply under the Affiliate Program. Negative Commissionable revenue generated in any given month by any Customers who ComeOn Connect, in its sole discretion, determine to be “High Rollers” will be carried forward and offset against future commissionable revenue generated by Customers referred by an Affiliate until such negative commissionable revenue is cleared. The determination of the criteria to categorize a Customer as “High Roller” shall be in ComeOn Connect’s sole discretion, and ComeOn Connect’s sole responsibility in this regard shall be to advise the Affiliate of the categorisation of any Customers referred by the Affiliate as the same by way of amendment to these terms and conditions. Current criteria for determining High Roller policy is:
4.14.1. if in any given month a Customer generates negative commissionable revenue of at least €10,000, and the aggregate commissionable revenue in that month (for the brand) for that Affiliate is negative, then such Customer shall be deemed to be a High Roller;
4.14.2. if both of the above criteria are met (4.14.1) then the negative commissionable revenue generated by the High Roller will be carried forward and offset against future commissionable revenue generated by that High Roller;
4.14.3. the negative balance carried forward cannot be set-off against other Customers’ positive commissionable revenue;
4.14.4. the negative balance carried forward cannot be greater than the total aggregate negative commissionable revenue for the Affiliate, for that month;
4.14.5. if there is more than one High Roller, the negative balance carried forward will be split proportionally between them; and
4.14.6. The negative balance of a High Roller will be reduced by future positive commissionable revenue that they generate in subsequent months.
4.14.7. Progressive wins do not fall into this category as this payout is taken from a progressive funds pool.
5.1 In addition to payments to be made under clause 4 above, where a new affiliate registers for the Affiliate Programme for the first time via the Tracking Links (a “Sub-Affiliate) you will be entitled to a payment equivalent to the percentage notified to you via the Affiliate Programme Site, of any payments made to such Sub-Affiliate under its affiliate agreement with ComeOn Connect.
5.2 Sub-Affiliates may not be directly or indirectly owned or controlled by you or your Immediate Family and you shall not be entitled to any payment under this Agreement in relation to such a Sub-Affiliate.
5.3 In the event that any Affiliate Payment to a Sub-Affiliate is reclaimed under the terms of its agreement with ComeOn Connect or payments are made to you in breach of clause 5.2 above you will promptly repay the amount paid on receiving notice from ComeOn Connect. ComeOn Connect will be entitled, but not obliged, to set-off any amount owed as a result against future payments under this Agreement.
5.4 All payments under clause 5 will terminate when payments to the relevant Sub-Affiliate end for whatever reason.
5.5 ComeOn Connect may change the level of any payment due under clause 5.2 above in respect of future Sub-Affiliates you refer at any time by giving notice to you.
5.6 Payments under clause 5 will be made in accordance with clauses 4.9 to 4.13above.
6.1 ComeOn Connect makes no representation that any of its services, or those provided by any Group Company, will be uninterrupted or error-free and, to the fullest extent permissible by law, it will not be liable for the consequences of any such interruptions or errors.
6.2 If there is a pending payment due to an Affiliate for a period of one (1) year or more as a result of 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 the Company, the payment will be cancelled.
7.1 All IPR in the Tracking Links belongs to COE Services Ltd or its Group Companies. All IPR in any third-party materials shall belong to the third party owner thereof.
7.2 Nothing in this Agreement purports to grant a licence, provide any warranty or offer any indemnity in respect of any data that is not owned by ComeOn Connect or a Group Company. In the event that you require access to any such data, you agree that you will give ComeOn Connect an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a licence to the same from the relevant third party data owner or either party may terminate this Agreement immediately.
7.3 Each party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Tracking Links.
8.1 You acknowledge that the security of ComeOn Connect data and its systems is fundamental to the business of ComeOn Connect and its Group Companies, and if you become aware of a breach or potential breach of security relating to the Tracking Links, you will immediately notify ComeOn Connect of such breach or potential breach and use your best endeavours to ensure that any potential breach does not become an actual breach and/or to remedy any actual breach and its consequences.
8.2 You warrant that for the purpose of processing personal data, you will at all times comply with the provisions of the General Data Protection Regulation, Regulation (EU) 2016/679 as well as the provisions of the Data Processing Agreement attached as Appendix 3 to these Terms. .
9.1 During the term of this Agreement and after termination or expiration of this Agreement, each party shall not use any Confidential Information belonging to the other party for any purpose other than in pursuance of its rights and obligations under this Agreement nor disclose any of the other party’s Confidential Information to any person except with the prior written consent of the other party and shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information. This obligation will not apply to any Confidential Information that
(a) has come into the public domain other than by breach of this Agreement, or any other duty of confidence;
(b) is obtained from a third party without breach of this clause or any other duty of confidence;
(c) has been disclosed to a party by a third party, other than a company within its Group not in breach of any duty of confidence;
(d) is trivial or obvious;
(e) is required to be disclosed by law or other regulatory requirement provided notice is given to the other party prior to disclosure where legal to do so; or
(f) is in the possession of the Party at the time the Confidential Information was disclosed to it by any other party or which is independently developed without reference to any Confidential Information of the other party.
9.2 Each party may disclose any Confidential Information to its directors, other officers, employees, advisers and sub-contractors and to those of any company in its Group to the extent that such disclosure is reasonably necessary in order to comply with its obligations under this Agreement and provided that they are subject to equivalent confidentiality obligations as those set out in this clause.
9.3 On termination of this Agreement each party shall (on request) deliver up to the other party or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically except to the extent that it is obliged to retain such information under any law, regulation or licence condition applicable to that party or any company in its Group.
9.4 The parties shall together determine the content of any communications concerning the relationship between the parties. Such communications shall be issued at a time and in a manner agreed by the parties. You will indemnify and hold harmless ComeOn Connect, and its Group Companies 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 ComeOn Connect or its Group Companies in consequence of any breach by you of your obligations under this Agreement.
10.1 Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of ComeOn Connect, and its Group Companies (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:
(a) you acknowledge and agree that (except as expressly provided in this Agreement) the Tracking Links, Affiliate Program Site and all ComeOn Connect and its Group Companies products are provided “AS IS” without warranties of any kind (whether express or implied);
(b) all conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Tracking Links or the Affiliate Programme Site are hereby excluded; and
(c) neither ComeOn Connect nor its Group Companies will be liable to you for any losses relating to your use of the Links or the Affiliate Programme Site or any breach of this Agreement by ComeOn Connect including loss of profits (whether direct or indirect), revenues, goodwill, anticipated savings, data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or ComeOn Connect or its Group Companies had been advised of the possibility of you incurring such loss.
10.2 No exclusion or limitation set out in this Agreement shall apply in the case of:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors; and/or
10.3 The time limit within which you must commence proceedings against ComeOn Connect to recover on any claim shall be 6 months from the date you become aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.
11.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 15 Business Days, the party not affected may terminate this Agreement immediately by giving notice to other party.
11.2 This Agreement shall commence on the Commencement Date and, subject to clause 11.2, shall continue until either party serves 20 Business Days’ written notice of an intention to terminate.
11.3 ComeOn Connect may terminate this Agreement immediately in the event that:
(a) the Affiliate breaches any of the terms of this Agreement which, in the case of a breach capable of remedy, has not been remedied within five (5) Business Days of receipt of a notice from ComeOn Connect specifying the breach and requiring its remedy;
(b) the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);
(c) the Affiliate is made the subject of a bankruptcy petition or order;
(d) the Affiliate ceases or threatens to cease carrying on its business;
(e) the Affiliate, in ComeOn Connect’ opinion, is in breach of the terms of any applicable advertising code of practice including but not limited to the CAP code and any voluntary codes ComeOn Connect has agreed to abide by;
(f) ComeOn Connect ceases to accept Customers from or to advertise in any jurisdiction which is targeted by the Internet Site; or
(g) fails to change the web address of the Internet Site on ComeOn Connect’ request in accordance with clause 3.1(e).
11.4 Clauses 11.2(b) and (c) will apply if any event occurs, or proceeding is taken, with respect to the Affiliate in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in those clauses.
12.1 Except as set out in clause 12.3 below, termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.
12.2 On termination of this Agreement all licences granted to the Affiliate pursuant to this Agreement will immediately terminate.
12.3 If ComeOn Connect terminates this Agreement under clause 11.2 or you terminate this Agreement under clause 11.1 (except when you do so following a material variation to the terms of the Agreement as provided herein) you will not be entitled to receive any further payments pursuant to clauses 4 and 5 following such termination.
12.4 Clause 9 together with any other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement will survive termination of this Agreement for whatever reason.
13.1 You will not assign, novate, declare a trust of or otherwise dispose of this Agreement, or any part thereof, without the prior written approval of ComeOn Connect.
13.2 ComeOn Connect may assign or sub-contract any of its rights and obligations under this Agreement to a Group Company at any time without giving notice to you.
14.1 This Agreement constitutes the entire and only Agreement between the parties with regards to its subject matter and the parties confirm that they have not been induced to enter into this Agreement in reliance upon, nor has it been given, any warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.
15.1 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute:
(a) the parties as a partnership, association, joint venture or other co-operative entity; or
(b) any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
16.1 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties.
16.2 No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.
16.3 ComeOn Connect reserves the right to modify this Agreement in whole or in part at any time at its sole discretion. ComeOn Connect will notify you of any such changes which will become effective immediately upon your acceptance of the Agreement or in continuing to use the Affiliate Program. You shall have the right to decline to accept the amended Agreement however if you choose to do so you will no longer be able to participate in the Affiliate Program. Alternatively, you may terminate the Agreement within seven (7) business days from your acceptance of the modified Agreement. For the avoidance of any doubt, you agree that if you continue to participate in the Affiliate Program, you are deemed to have approved the changes made to the Agreement.
17.1 Notices and communications from ComeOn Connect will be made by e-mail to the address provided by you on your application to join the Affiliate Programme.
17.2 You should send all notices and communications to the following email address [email protected] or such other e-mail address as notified to you via the Affiliate Programme Site from time to time.
17.3 Notices and communications will be deemed received 4 hours after being sent provided that if such notice would then be deemed to have been received outside the hours of 09:00 to 18:00 (CET time) it will be deemed to have been received at 09:00 on the next Business Day.
18.1 Except for any Group Company no third party may enforce any rights granted to it under this Agreement.
19.1 the Affiliate shall, upon request from the ComeOn Connect, do and execute, or procure that there shall be done and executed, all such documents, deeds, matters, acts or things as that other may at any time require to give it the full benefit of this Agreement.
20.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with the laws of Gibraltar and the parties hereby irrevocably submit to the jurisdiction of the courts of Gibraltar.
PZBUK.PL GENERAL TERMS FOR AFFILIATION
General Terms for Affiliation (hereinafter referred to as “GTA”) govern the specific principles and terms of cooperation between COE Services on behalf and for the benefit of Cherry Online Polska Sp. z o. o. (Cherry Online Polska or Sponsor), hereinafter referred to as “COE Services” and the Sponsored Party, with respect to the provision of affiliation services by the Sponsored Party. The provision of affiliation services involves specifically: running of an informational campaign to the benefit of COE Services by the Sponsored Party in an internet service owned by the Sponsored Party and derivative media managed by the Sponsored Party in connection with the sponsoring of the Sponsored Party’s activity by COE Services.
These GTA supersede all previous agreements between the Parties in relation to the mutual cooperation between the Parties with respect to the provision of affiliation services.
These GTA specifically take into consideration the provisions of the following:
Act on Games of Chance of 19 November 2009 (Journal of Laws 2019, item 847, as amended), hereinafter referred to as the “Gambling Act”;
The Civil Code Act of 23 April 1964 as amended (Journal of Laws 2019, item 1145, as amended).
Cherry Online Polska hereby represents that it conducts business activity in the scope of organizing mutual wagers through the internet based on a Decision no. PS4.6831.26.2017 issued by the Minister of Finance dated 28 June 2018 and in accordance with the Gambling Act. It further represents that is possesses all necessary and legally required permissions, permits, licenses and authorizations to conduct such activity.
As a Party to the GTA, the Sponsored Party hereby represents that it is authorized to run an internet service at the domain address specified by the Sponsored Party and all derivative media, which it will use to run an informational campaign to the benefit of COE Services in connection with the provision of affiliation services pursuant to these GTA. The Sponsored Party represents that it familiarized itself with art. 29-29b of the Gambling Act and that it is aware of restrictions with respect to advertising of betting and the ban on promotion of betting and that it hereby undertakes to take those restrictions into consideration when providing affiliation services.
Services involving communication of sponsoring shall be related to the sponsoring itself.
Obligations of the Sponsored Party
The Sponsored Party hereby agrees to communicate the fact that it is being sponsored by Cherry Online Polska , for example by placing banners containing solely the name or a different marking that identifies Cherry Online Polska used by Cherry Online Polska , paired with a designator “sponsor” or “service sponsor” or other mutually agreed upon and approved graphic, containing appropriate annotations as stipulated by relevant regulations, specifically on the home page of the internet service owned by the Sponsored Party, as well as within derivative internet accounts and media.
Contents, form, method and time of publication, as well as final drafts of sponsoring materials (sponsoring communication) shall be agreed upon with Cherry Online Polska on behalf of COE Services each time and delivered via e-mail within 14 days from day of receipt. All designs of sponsoring materials shall comply with the regulations set forth in the Gambling Act. The final drafts of informational materials shall be delivered by the Sponsored Party via e-mail to the address pzbuk.pl within 14 days from the receipt of the first drafts.
In the course of providing affiliation services as part of the GTA, the Sponsored Party undertakes to protect Cherry Online Polska and COE Services’s good name and present the image of the Sponsor in a due manner.
The Sponsored Party shall delete each and every publication pertaining to Cherry Online Polska from the service immediately after receiving a deletion request from COE Services, even if the publication was priorly agreed upon between the Parties and regardless of the reason for such a request.
The Sponsored Party agrees to publish informational banners containing the trademarks or graphic symbols used by Cherry Online Polska and other markings related to them, as well as the name and logos of Cherry Online Polska , and the Tracking Link leading to the website where mutual wagers are organized by Cherry Online Polska, or to different websites specified by Cherry Online Polska in case of individual campaigns.
The Sponsored Party shall undertake informational activities and shall only disseminate information which:
will not be targeted at minors, present minors, nor involve minors in any way;
will not associate organization of or participation in games of chance with fitness, attractiveness, intellectual prowess or the chance to get an easy reward;
will not include statements that participation in gambling has relaxing or calming effects, nor that it is a method of resolving personal or financial problems;
will not present abstaining from gambling or moderate participation in games of chance in a negative light;
will not encourage viewers to bet larger amounts as a way of increasing the chance of winning;
will not evoke associations with: sexual attractiveness, relaxation and leisure, studying and work, or professional, personal or financial success.
The Sponsored Party shall be obliged to ensure that no activities will be specifically targeted at minors and involve minors in any way, and that they will be directed exclusively to persons over the age of 18.
Whenever the Sponsored Party presents any informational contents, it shall complement them with a notice, which reads as follows: “Cherry Online Polska sp. z o.o. operates on the basis of a permission no. PS4.6831.26.2017 issued by the Minister of Finance. Gambling involves risk. Participation in illegal games of chance is a criminal offense.”
In the event that a regulation governing specific terms, contents, methods and principles of giving the notice mentioned above comes into force, the Parties shall agree via e-mail upon the contents, method and principles of providing the notice in compliance with the new regulation.
The Sponsored Party shall provide to COE Services up-to-date tax residence certificates, valid for 12 months from the day of issuance. The Sponsored Party shall be obliged to update the certificate once the certificate previously provided to COE Services has expired. Should the Sponsored Party fail to provide an up-to-date tax residence certificate, the remuneration payable to the Sponsored Party may be reduced by income tax, in accordance with Polish tax regulations.
The Sponsored Party shall be fully liable for all actions in breach of the GTA, any agreements and arrangements with COE Services, or the Gambling Act. The Sponsored Party further undertakes to promptly delete any published materials upon request by COE Services.
The Sponsored Party shall agree upon the graphic designs of all materials containing trademarks with Cherry Online Polska on behalf of COE Services each time, via e-mail. Such designs may be published only after receiving approval from Cherry Online Polska.
Consent of the Sponsor
Cherry Online Polska hereby represents that it uses a Cherry Online Polska Visual Identification System, which governs the rules of displaying trademarks (such as logos, names, or other markings) of Cherry Online Polska , used to carry out the subject matter of the GTA on various media, and the Sponsored Party represents that it is familiar with this System
Cherry Online Polska hereby consents to the use of aforementioned trademarks by the Sponsored Party solely for the purpose of providing affiliation services under these GTA and for marketing purposes, specifically as part of providing information about Cherry. sponsorship. In all other cases, a separate prior approval by Cherry Online Polska shall be required.
On account of providing affiliation services in accordance with these GTA, the Sponsored Party shall receive remuneration in accordance with the table below:
Number of First Time Depositors Commission on the total Net Revenue for a given settlement month
0 – 99 25%
100 and above 30%
unless the Parties agree upon other individual terms in document form (by way of electronic communication, and specifically in text, audio, or audi-visual form) otherwise.
All changes to the principles of settlement shall require the same document form.
Basic Principles of Providing Affiliation Services
The Parties represent that they are familiar with the contents of the Gambling Act and therefore neither the Sponsored Party or COE Services or Cherry Online Polska shall undertake any actions intended to result in illegal advertising or promoting of mutual wagers organized by Cherry Online Polska in the territory of the Republic of Poland in the course of performance hereof.
The Parties hereby agree that in the course of performing these GTA, they will act in compliance with all applicable laws and specifically with the provisions of the Gambling Act with respect to advertising, promoting and sponsoring mutual wagers, and all restrictions stipulated by the Gambling Act.
The Parties mutually undertake to respect and acknowledge each other’s interests and inform each other of all circumstances which may be relevant to the performance of these GTA. The Sponsored Party undertakes to protect Cherry Online Polska and COE Services’s good name and fulfil its obligations under these GTA in a due manner and in accordance with best practices.
Each of the Parties undertakes to refrain from any actions which could potentially harm the other Party’s reputation during the term of these GTA.
The Sponsored Party shall not engage in marketing involving PPC (pay-per-click), sponsored links, search engines, keywords, AdWords or other such forms of promotion which use any of the brands or trademarks similar or identical to any of the trademarks or trade names of Pzbuk, contain the same keywords as Pzbuk or any other type, or contain PPC meta tag keywords, which from time to time may be identical or similar to trademarks or trade names used by the Sponsor, and specifically: COE Services, Cherry Online Polska, Cherry Polska, Pzbuk, Polskie Zakłady Bukmacherskie.
It is prohibited to send e-mail or SMS messages to Players without obtaining their prior explicit consent that has been recorded on a read only data medium.
It is prohibited to run informational campaigns in bad faith and specifically campaigns which encourage engaging in arbitrage, exploiting software bugs or terms and conditions of promotions. Should suspicions of such activity arise, remuneration resulting from such activities may be withheld or cancelled by COE Services or be subject to return, and these GTA shall be terminated with immediate effect, and COE Services shall have no obligation to pay any further remuneration.
The Parties shall appoint their representatives for the purpose of coordinating and supervising the performance of these GTA and inform the other Party about their appointed representatives via e-mail.
A change of representatives tasked with coordinating and supervising the performance hereof shall not constitute an amendment to these GTA. Such changes shall require notifying the other Party by e-mail to be effective and they shall come into effect on the day of receipt of such a notification by the other Party.
Term of the GTA and Termination
These GTA are entered into for an indefinite period of time.
These GTA shall expire in the event that the Sponsored Party ceases its business activity or Cherry Online Polska or COE Services ceases its business activity in the scope of organizing mutual wagers.
The Sponsored Party shall be obliged to communicate the sponsorship and to run an informational campaign during the terms of these GTA.
COE Services may terminate these GTA without notice and with immediate effect in the following circumstances:
if the GTA are not performed by the Sponsored Party in due manner and the Sponsored Party fails to amend the breach of these GTA within 2 days from receiving a notification from the Sponsor;
if the actions of the Sponsored Party damaged, may have damaged or may damage Cherry Online Polska or COE Services’s reputation;
if government agencies, the police, or the prosecutor’s office inform COE Services that the Sponsored Party may have violated the provision of the law, which caused or may have caused damage to Cherry Online Polska or COE Services’s reputation;
if the Sponsored Party fails to procure for COE Services at least 5 (five) New Depositing Customers within a month from the execution of these GTA or 5 (five) Players in each of the following settlement months of the term of these GTA;
if it is determined that the Sponsored Party has entered into these GTA solely for the purpose of collecting remuneration for procuring First Time Depositors who are not interested in legally using the Sponsor’s products. In such an event, the commission-based remuneration generated by existing and recommended First Time Depositors after the Sponsored Party has received notice of termination shall be cancelled.
if it is determined that Affiliate has breached clause 3.1 (r) of these terms.
The Sponsored Party may terminate these GTA without notice and with immediate effect in the following circumstances:
if the GTA are not performed by COE Services in due manner
in the event of default in payment longer than 2 months and after an additional 14 days’ period from the date of notifying COE Services;
in other circumstances – 14 days’ from the date of requesting that COE Services amends all established violations;
if the actions of COE Services damaged, may have damaged or may damage the Sponsored Party’s reputation.
Each of the Parties may terminate these GTA with a 1 month notice, effective as of the end of a calendar month. The termination notice shall be submitted in document form.
The Parties undertake to keep any specific terms of their cooperation confidential.
The aforementioned obligation shall remain binding after the term of the GTA.
The confidentiality obligation stipulated in this section does not apply if the other Party of these GTA consents to the disclosure of information or if such disclosure is required by authorized government agencies.
Should any of the provision hereof be deemed illegal, invalid or unenforceable, such provision shall not affect the legality, validity or enforceability of the remaining provisions hereof, provided that the purpose of these GTA can still be achieved by the Parties.
In the event that any of the provisions hereof is deemed invalid or unenforceable, and it would remain valid and enforceable if a part of the remaining provisions were to be deleted, such provision shall remain in force and changes shall be made to these GTA in order to maintain the validity of the provision.
The Parties hereby declare their intent to settle all disputes that may arise amicably. Should the Parties fail to settle any dispute through negotiations, all disputes arising from these GTA shall be settled by a Polish and materially competent court. These GTA shall be governed by Polish law.
All changes or modifications to these GTA shall require a document form, unless otherwise specified in the GTA.
The Sponsored Party has the right to transfer its rights and obligations arising from the GTA only upon prior approval of COE Services, unless the transfer is made to entities or persons linked to the Sponsored Party by equity or personally related to the Sponsored Party.
Generally applicable laws of Poland as well as the General Terms for Affiliation under the name ComeOn Connect shall apply to these GTA. In case of any discrepancies between these GTA and ComeOn Connect, the provisions of these GTA shall apply.
The GTA are effective from the date of their publication on COE Services’ website.
The lifetime of a Customer is the period during which there is an active, ongoing relationship between the active Affiliate (through the respective active Affiliate account) and COE Services Ltd pursuant to the Affiliate Program.
An “Active” Affiliate account is defined as an Affiliate sending through to ComeOn Connect a minimum of six (6) new active Customer accounts in each and every three (3) month period and maintaining an active website with active banners/promotions promoting the ComeOn Connect Brands.
A new “Active” Customer is defined as a Customer who has cumulatively (i) registered on any Property Sites(ii) made at least one deposit of any value, and (iii) placed at least one (1) wager during the preceding three (3) month period;
ComeOn Connect reserves the right to reduce or change the Affiliate Payment (including but not limited to any commission and/or Reward (as may be applicable) at its sole discretion provided that in the case of a commission, the percentage shall not be lower than 5% net revenue commission as set out in this Agreement):
the Affiliate reduces its efforts to promote ComeOn Connect Brands, except in markets where affiliate activity is restricted; and/or
the existing Affiliate Payment results in a financial loss to ComeOn Connect, and/or
the Affiliate does not generate a minimum of six (6) new Active Customers (as defined in these terms and conditions) in a period of three (3) months, except in markets where affiliate activity is restricted; and/or
in the event of any legal and/or regulatory changes in the relevant market.
Appendix 3 – Data Processing Agreement
The Terms Controller / Data Controller, Processor / Data Processor, Personal Data, Process / Processing, Personal Data Breach, Data Protection Impact Assessment, Data Subject, Data Subject Access Request shall all have the same meaning as that provided for in the General Data Protection Regulation (EU) 2016/679 (GDPR).
Data Protection Legislation shall mean (i) the General Data Protection Regulation (EU) 2016/679 (GDPR), on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (ii) the Data Protection Act 2018 (Cap 586 of the Laws of Malta) and (iii) any other applicable laws and regulations regulating the processing of personal data and / or privacy which apply to any party to this Agreement and (iv) if applicable, any guidance and code of practices issued by the relevant competent supervisory authorities.
Purpose / Business Purpose means the purpose/s defined in Annex I
Service means the service to be provided by the Processor to the Controller detailed in Annex I (Purpose) and the Terms and conditions to which this Data Processing Agreement is being attached.
Sub-Processor means any Third Party appointed by the Processor to assist it in the Processing of Personal Data on behalf of the Controller.
SCOPE AND APPLICATION
The Parties agree that the terms and conditions defined in this Agreement shall regulate the transfer of Personal Data from the Controller to the Processor.
The Parties hereby acknowledge and agree that in relation to the processing of Personal Data the Affiliate shall be the Processor wherein it carries out its operations solely to drive traffic towards the Controller.
Provided that the Affiliate shall be deemed a Controller in its own right where it manages data subjects for the purpose of providing customers to the Controller and up to the point before it directs the data subjects to the Controller.
DATA PROTECTION OBLIGATIONS
The Parties hereby undertake to comply with all applicable Data Protection Legislation requirements. This provisions in this Agreement are in addition to, and do not relieve, remove or replace, either Party’s obligations or rights under Data Protection Legislation.
The Parties acknowledge that where the Processor is required to Process Personal Data on behalf of the Controller, it shall do subject to the following conditions that:
The processing of Personal Data is undertaken solely for the purpose and to the extent detailed in Annex I and subject to the security measures detailed in Annex II, both respectively attached to this Data Processing Agreement. The Processor shall not otherwise process Personal Data for any other purpose or without any specific written instruction from the Controller.
The Processor shall maintain a record of its processing activities as provided for in Article 30 of the GDPR.
The Processor shall handle the Personal Data with the same care and scrutiny as if the Personal Data being processed were its own.
The Processor shall assist in ensuring compliance with Article 32 to 36 of the General Data Protection Regulation (Security of the Personal Data and Data Protection Impact Assessments and Prior Consultation) taking into account the nature of the processing and the information available to the Processor.
The Processor also undertakes to notify the Controller in writing where it deems that an instruction of the Controller infringes Data Protection Legislation.
Where the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the Processor shall apply specific restrictions and/or additional safeguards.
The Processor shall ensure that access to Personal Data is restricted to such individuals, parties or entities requiring access for the purpose detailed in Annex I and strictly necessary for the individual, party or entity concerned to perform its duties.
The Processor shall also ensure that individuals, parties or entities requiring access pursuant to the preceding clause are informed of the confidential nature of the Personal Data; are subject to legally binding confidentiality obligations in relation to Personal Data and have received appropriate training on Data Protection Legislation and the handling Personal Data.
RETURN / DESTRUCTION OF DATA
On termination or expiry of this Agreement, the Processor shall, at the choice of the Controller, either (a) delete securely or (b) return all Personal Data to the Controller and delete all existing copies of the Personal Data from its systems. In such circumstances the Processor shall also provide written confirmation to the Controller evidencing compliance with the provision of this Clause in relation to the deletion of Personal Data.
APPOINTMENT OF SUB-PROCESSORS
Where the Processor intends to employ sub-processors to assist it in the processing of Personal Data, it shall do so subject to the following conditions that:
The sub-processor agreement is on terms which are substantially the same as this Data Processing Agreement and terminated automatically on termination of this Data Processing Agreement; and
The Controller is notified of such appointment in advance with the option to terminate the Agreement without any liability within thirty (30) days of such notification.
Provided that notwithstanding the foregoing, the Processor shall remain liable in full to the Controller for the processing of Personal Data in compliance with this Data Processing Agreement.
INTERNATIONAL DATA TRANSFERS
The Processor shall not transfer Personal Data outside the European Union and / or European Economic Area unless expressly authorised by the Controller and subject to
“Appropriate Safeguards” provided for in Article 46(2) of the General Data Protection Regulation for transfers to countries not considered as ensuring an adequate level of protection; and
Enforceable rights and effective legal remedies available to the Data Subject;
DATA PROTECTION IMPACT ASSESSMENTS
The Processor shall, as requested by the Controller, provide all reasonable assistance to the Controller in preparation of any Data Protection Impact Assessment prior to commencing any processing. Provided that where costs are involved they shall always be borne by the Party requesting such assistance.
PERSONAL DATA BREACH
The Processor shall notify the Controller without undue delay, and in any event within twenty four (24) hours of becoming aware of a Personal Data Breach using such reporting mechanisms as specified by the Controller if:
The Processor or any Third Party sub-contractor engaged by, or on behalf of, the Processor suffers a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data; or
The Processor or any Third Party sub-contractor engaged by, or on behalf of, the Processor receives any Personal Data Breach notification, complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to either Party’s compliance with Data Protection Legislation.
In all circumstances the Processor shall provide full cooperation, information and assistance to the Controller in relation to such Personal Data Breach, compliance notice or communication.
DATA SUBJECTS AND OTHER REQUESTS
The Processor shall promptly notify the Controller if:
it receives a request from a Data Subject under any Data Protection Legislation in respect of Personal Data;
it receives any other request, complaint or communication relating to either Party’s obligations under Data Protection Legislation, including from any Supervisory Authority in connection with this Data Processing Agreement;
it receives a request from any Third Party for the disclosure of Personal Data.
In such circumstances, the Processor also:
undertakes not to respond to requests made except with any express instructions from the Controller and to the extend permitted by the applicable Data Protection Legislation; and
provide all the necessary assistance and cooperation (including without limitation implementing technical and organisational measures) to enable the Controller to fulfil its obligations under Data Protection Legislation.
The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations provided for in this Data Processing Agreement and the applicable Data Protection Legislation in a timely manner. The Parties further undertake to provide the necessary assistance in the case of audits or inspections carried out by or on behalf of the Controller or any relevant Supervisory Authority.
WARRANTY AND INDEMNITY
Each party warrants to the other that it will process the Personal Data in compliance with the Data Protection Legislation and all applicable laws, enactments, regulations, orders, standards and other similar instruments.
Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Agreement.
Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (‘Confidential Information’) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that the disclosure is required by law or a competent authority or the relevant information is already in the public domain. In the case where disclosure is required by law or competent authority the Disclosing Party shall endeavour to notify the other Party prior to disclosing such data where possible
GOVERNING LAW AND JURISDICTION
This Data Processing Agreement shall be governed by the laws of the country in which the Data Controller is established and the parties shall also submit to the jurisdiction specified therein
TERM AND TERMINATION
The Term of this Agreement shall be that as provided for in the Affiliate Agreement to which this Data Processing Agreement is attached.
Without prejudice to any provisions of the GDPR, in the event that the Processor is in breach of its obligations under this Data Processing Agreement, the Controller may instruct the processor to suspend the processing of personal data until the latter complies with the Clauses in this Data Processing Agreement or the main Agreement is terminated. The Processor shall promptly inform the Controller in case it is unable to comply with the Clauses of this Data Processing Agreement, for whatever reason.
The Controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
the processing of personal data by the Processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
the Processor is in substantial or persistent breach of these Clauses or its obligations under the GDPR
the Processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to the GDPR.
The Processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the Controller that its instructions infringe applicable legal requirements, the Controller insists on compliance with the instructions.
The provisions of this Data Processing Agreement which either expressly or by implication are intended to survive the expiry or termination of this Agreement shall remain in full force and effect.
Termination or expiry of this Data Processing Agreement for whatever reason shall not affect any accrued rights, remedies, obligations or liabilities of the Parties existing on the date of termination or expiry.
For the purpose of escalating any queries, complaints or required notices in pursuant to this Data Processing Agreement, the contact person for the Controller shall be the Data Protection Officer at [email protected]
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient and shall be deemed delivered on the receipt of the request receipt or written confirmation.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, the Clauses in this Data Processing Agreement shall prevail.
Annex I – Details of the Processing
To provide the Services pursuant to the Affiliate Agreement and subject to the Comeon Connect Terms and Conditions.
Duration of the Processing
For the duration of the Affiliate Agreement
Categories of Data Subjects
Comeon Connect Customers
Type of Personal Data
Tracking links generated to identify users that visit Comeon websites via the Affiliate; Customer ID; Username; Registration Data and Deposit Information required where a threshold applies.
Plan for Return or Destruction
Upon expiry or termination of the agreement
Affiliate is to advise of any sub-processors that may be involved in providing the Service in advance.
Annex II – Security Measures
The Processor shall implement appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data taking into account the harm that might result from such unauthorised or unlawful processing, loss, destruction or damage and the nature of the Personal Data to be protected including without limitation, all such measures that may be required to ensure compliance with Article 32 of the GDPR. In Particular but without limitation, the Processor shall implement the following security measures:
Measures of pseudonymisation and encryption of personal data
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Measures for user identification and authorisation
Measures for the protection of data during transmission
Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are processed
Measures for ensuring events logging
Measures for ensuring system configuration, including default configuration
Measures for internal IT and IT security governance and management
Measures for certification/assurance of processes and products
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure