 1. Introduction
The following are the complete Terms and Conditions of this Agreement for You to become a member of the Golden Star Network Program.
1.1. Once you've received e-mail correspondence confirming your acceptance to the program, and thereafter download any marketing material or place one or more of our casino or poker room Client's banners on your site, you fully agree and bind yourself to the Terms and Conditions, as set out in this Agreement.
1.2. Your participation in the Golden Star Network program is indicated by accessing and utilizing any of the Golden Star Network marketing material/s, or accepting of any reward/s, bonus/s or commission/s whether contained in this Agreement or elsewhere on our web site.
1.3. If you do not wish to accept all the Terms and Conditions of this Agreement please do not create a link to any Clients. Please do not enroll if your site is unsuitable, as we will immediately terminate the Agreement. See Clause 8 for further details on this.
1.4. The Agreement provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the Client's websites, in return for the payment of commissions and referral bonuses as specified in clause 6 of this Agreement.
2. Definitions
2.1. “Client" or “Clients” means the company that has contracted Golden Star Network to manage and promote their Affiliate Program.
2.2. “Customer" means a person or entity that follows a link from your site, e-mail or however directed, to a Client of Golden Star Network and opens an account with them.
2.3. “We" and "Us" refer to Golden [Star] Network. We are in the business of producing, marketing and promoting affiliate programs. This service is accessed through the use of a personal computer, modem and/or direct Internet access.
2.4. “You”, "Webmaster", “Affiliate” refers to the other party to the contract formed by the acceptance of these Terms and Conditions.
2.5. “This Agreement” means this agreement between, You and Golden Star Network in respect of which you shall become a member of the Golden Star Network Program.
2.6. When referring to “free money”, this includes but is not limited to, complimentary money, incentives and bonuses awarded to players. Seeing that players did not purchase these amounts, we can not pay commission thereon.
2.7. When referring to “Chargeback’s”, it means a credit card holder claims that transactions have been made with his / her credit / debit card without their authorization. At their request these charges are then reversed by their bank.
2.8. In cases of Chargeback’s, the commission generated by You will be deducted from the total revenue due to you for that month. Should the Chargeback balance be negative, You will need to compensate for this by accumulating further commission until such time when your balance is positive again.
This Negative carryover only applies to Negative
balances arising from Customer chargeback’s.
2.9. Unlike with a player making a big win, which only lasts one month (No Negative Carryover), a charge back will stay due until the revenue generated by your other players has covered the amount due. We understand that this might be frustrating to the Affiliates, but it has to be made clear our Clients can only pay out a percentage of their profits, not fraudulent revenue.
3. Grant of License
3.1. By this Agreement, we grant you a non-exclusive, non-transferable right and license to advertise, market and promote our Clients' sites and services, in accordance with the Terms and Conditions of this Agreement.
3.2. We reserve all other rights and licenses not expressly granted to you herein.
4. The Relationship between You and Golden [Star] Network.
You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this clause.
5. Rights and Obligation
5.1. We will register your Visitors and will track their purchases and, in the case of casino Client's, play. We reserve the right to refuse Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish. By opening an account with a Client, that person or entity will become our Customers and, accordingly, all Client rules, policies, and operating procedures will apply to them.)
5.2. We will track Customers' play and will supply reports summarizing their activity. The form, content and frequency of the reports may vary from time to time in our discretion. We will provide you with remote online access to reports of Customer activity and the referral fees generated.
5.3. We will pay you referral fees (as set out below) on income we earn from play by all legitimate Customers after they open an account with a Client.
5.4. We may modify any of the Terms and Conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and referral program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. In accordance with the provisions contained in Clause 8 of this Agreement, your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
5.5. By agreeing to this Agreement, you are agreeing to create a unique link from your site to a Client site. You may link to a Client with banners/icons or with a text link. This is the only method by which you may advertise on our behalf.
5.6. We reserve the right to terminate this Agreement immediately if there is any form of unsolicited communication (spamming) or if you advertise our Clients in any other way. You shall not make any claims, representations, or warranties in connection with us or our Clients and you shall have no authority to, and shall not, bind us or our Clients to any obligations.
6. Commission and Payment.
6.1. Commission is calculated, and paid, based on the Net Gaming Revenue (Income minus Payouts minus Free Money minus Chargeback’s).
6.2. Rake (in the case of Poker) is defined as the total contribution made by each of the players you refer less (i) sign-up bonuses and/or promotions that may have been taken up; (ii) chargeback’s and discretionary returns.
6.3. Commission rates will be determined as per the table on the 'Commission' page of our site. A second Tiered Commission will be paid on the Net Gaming Revenue of any referred Affiliates at a rate to be negotiated on a case by case basis.
6.4. If the account is in a negative position (e.g. because total Customer losses have exceeded total Customer winnings) a balance of zero will be carried over until the following month.
6.5. We reserve the right to pass on any financial costs to your account that we may incur due to fraudulent activity actioned by Customers that you get to sign up with our Clients.
6.6. Any costs We incur as a result of any fraudulent activity actioned by Customers, who have registered with one of our Clients as a result of your referral will be for your account and you indemnify us and hold us harmless for any loss incurred as a result of such activities.
6.7. No affiliate can earn commission from his/her own play or that of their immediate family.
6.8. Commission generated, as reflected on the site at the end of the month period, is final (excluding incentives, bonuses & Chargeback’s) and will not be revised at a later date once payment has been processed.
6.9. Please refer to the 'Payment Methods' page of our website for further details on processing dates.
6.10. The minimum amount payable is $100, except for Neteller, EcoCard and Quicktender, which is $50.
7. Disclaimer, Indemnity and Warranties
7.1. You shall defend, indemnify, and hold our Clients and their electronic cash provider, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with :
a) any breach by You of any warranty, representation, or agreement contained in this Agreement,
b) the performance of Your duties and obligations under this Agreement,
c) Your negligence or
d) any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.
7.2. We make no express or implied warranties or representations with respect to the referral program, Golden Star Network or referral fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
7.3. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Golden Star Network program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Golden Star Network program will not exceed the total referral fees paid or payable to You under this Agreement.
7.4. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations of our directors, officers or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
8. Duration and Termination
8.1. This Agreement will remain active indefinitely, until terminated in terms of this clause. When either party notifies the other in writing of their intent to terminate this Agreement, the Agreement will be terminated immediately. Accordingly, termination is at will, for any reason, by either party. E-mail notification will be considered "in writing".
8.2. Upon termination all marketing material and / or links to our casino or poker room Clients must be removed immediately and You will only be entitled to commissions accumulated to date, if any. You will not receive any further commissions accrued after the date of termination.
8.3. The final commission earned will be held by us for a reasonable time to ensure that you are paid the correct amount.
8.4. In cases where it is proved that a site contains, in any form or manner, stolen or copyright material the Affiliate in question’s account will be closed with IMMEDIATE effect and all outstanding /future payments will be forfeited. This will also be the case where employees of the said Affiliate or anyone contracted by the Affiliate were responsible for publishing the stolen / copyright material.
9. Remedies
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
10. Marketing & Marketing Material
10.1. Only material supplied by the program and tagged using the linking URL's and code provided on the website will be allowed to promote our Clients.
10.2. Banners may not be altered in any form or shape, without the prior written consent of the Golden Star Network. Marketing material supplied by the Golden Star Network are the only materials considered to be authorized.
10.3. No marketing material may be used in unauthorized chat rooms, newsgroup postings or within unsolicited e-mail. Clients referred by any means deemed illegal, will not be taken into calculation when paying commissions / incentives / bonuses.
10.4. In cases where Affiliates were found to SPAM, falsely advertise, or in any way cause negative publicity for any of our Clients, we reserve the right to terminate this Agreement with immediate effect and withhold any amounts outstanding. During the review of alleged cases of Spam all funds due to You will be withheld, pending an investigation into Your account.
10.5. You are prohibited to use our Clients' website, and furthermore will not be entitled to make use of our Clients' website for your own personal use under any circumstances for the duration of this Agreement. Should you breach this clause or should fraudulent activity arise through a person referred to our Clients via your website, we retain the right to withhold the commission due to you. This decision is final and no correspondence will be entered into.
10.6. It is Your sole responsibility to ensure that all Customers referred to our Clients are correctly tagged.
10.7. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, You will be solely responsible for ensuring that materials posted on Your site are not libelous or otherwise illegal. You indemnify us of all liability arising from these matters. For the avoidance of doubt, You indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Your site.
11. Reporting
A monthly report will be available on our website detailing new real purchasing Customers, new downloads, total active Customers, Customer movement in terms of wagering as well as commissions generated and payable to You. We reserve the right to update and / or make additions available to present information to You more clearly.
12. Assignability
You may not assign this Agreement, by operation of law or otherwise, without Golden Star Network’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Our respective successors and assigns.
13. Non-Waiver
Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US. None of Our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.
14. Severability
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. This agreement is governed by the laws of Kahnawake. Any action relating to this Agreement must be brought in terms of such laws.
15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
IN WITNESS WHEREOF
You expressly agree to the terms and conditions of this Agreement by completing the registration process, downloading banners and creating a link from your site to our Client/s.
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