BUFFALO PARTNERS TERMS AND CONDITIONS
A. Buffalo Partners, through the use of its Buffalo Partners Software, is the operator of the Affiliate Programme in terms of which Affiliates may market and promote certain Merchant Websites represented by the Affiliate Programme.
B. This Agreement governs the relationship between Buffalo Partners and You/Affiliates and also the relationship between the Affiliates/You and the Merchants.
1. Application and Appointment as an Affiliate
1.1 Buffalo Partners shall evaluate the Affiliates' application on submission thereof.
1.2 The decision as to whether You become an Affiliate is at the sole discretion of Buffalo Partners and the Affiliate cannot in any way hold Buffalo Partners liable for Buffalo Partner's decision not to accept Your application to become an Affiliate.
1.3 As part of Your application to become an Affiliate, You may be requested to provide the following:
1.3.1 A list of Affiliate Domains that you intend to use for the purpose of your participation in the Affiliate Programme, and information as to how You will use them including but not limited to content and design;
1.3.2 Information about the Your area of operational/commercial focus including, but not limited to business relating to online casinos, sports books, and bingo products and/or services;
1.3.3 Your marketing methods and target market;
1.3.4 Proof of identification including, where possible, a government-issued identification number;
1.3.5 Payment details; and
1.3.6 Any other information which Buffalo Partners, at its sole discretion, deems relevant to the assessment of Your Application.
1.4 As further part of Your Application, Your application information will be compared with the domain name registration information in a WHOIS, or similar, database to establish Your rights to Affiliate Domains.
1.5 Provided You have complied with Buffalo Partner's requirements, You will be notified in a timely manner of Buffalo Partner's acceptance or rejection thereof.
1.6 You hereby consent, and hereby provide the requisite authority, to Buffalo Partners, to independently verify, with any third party, any information provided to it by You in terms of this Agreement and any other information as requested by Buffalo Partners during the Term and from time to time.
2. Acceptance and Licence to be an Affiliate
2.1 Once You have complied with Buffalo Partner's requirements and You have been notified of Your Acceptance as an Affiliate, Your Affiliate account will be activated and the Affiliate will thereafter be granted a Licence, subject to the terms of this Agreement, to operate as an Affiliate and participate in the Affiliate Programme for the Term.
2.2 The granting, and on-going use of the Licence, the participation in the Affiliate Programme, and the on-going rights in respect of both, are subject to any conditions contained in this Agreement.
2.3 The Affiliate is restricted to one Affiliate account only.
2.4 By opening an account with a Merchant, a Customer will become a Merchant Customer and, accordingly, all Merchants rules, policies, operating procedures and terms and conditions will apply to the Customers. Buffalo Partners accepts no liability whatsoever nor can it be held liable for any claim relating, directly or indirectly, to Customers participation on any of the Merchants Websites from accessing any Merchant Brands.
3. Prohibited Domain Names
3.1 The Affiliate may strictly not register, or attempt to register a Prohibited Domain Name.
3.2 Should an Affiliate register, or attempt to register, a Prohibited Domain Name, and without prejudice to any other legal remedy or right that the Merchant and/or its licensors and/or Buffalo Partners, may have in law, Buffalo Partners and/or the Merchant shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Merchant or Buffalo Partners as applicable, and the Affiliate agrees, in such instance not to, formally or formally, in proceedings or otherwise, object thereto.
4. Marketing Material
4.1 Upon activation of the Affiliate's account, the Affiliate shall be provided access to the Marketing Material via the Buffalo Partners website, newsletters and account relationship managers.
4.2 Without derogating from the Affiliates other obligations in terms of the Agreement, the Affiliate agrees to:
4.2.1 Procure and utilize the Marketing Material in the fulfilment of its obligations to market the Merchants Brands;
4.2.2 Use the Marketing Material for the Exclusive benefit of the Merchants and only for the purposes of the Affiliate Programme and for no other purposes whatsoever;
4.2.3 Ensure that the Marketing Material is not reproduced, are not in any way tampered with or altered, and used in accordance with the specifications and directions laid down by the Merchant from time-to-time.
4.3 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Merchant. The Merchant's decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Merchant or its designated agent to remedy the situation, failing which Buffalo Partners shall be entitled to terminate the Agreement with immediate effect.
4.4 The Affiliate may design its Affiliate Marketing Material for the sole purpose of directing Customers to the Merchants Websites, subject to the following terms and conditions:
4.4.1 The Affiliate will strictly adhere to the instructions and guidelines as set out in the any guidelines issued to the Affiliate pertaining to the use and application of the Affiliate Marketing Material and Affiliate shall first obtain Buffalo Partner's prior written approval or instructions on how to proceed;
4.4.2 The Affiliate will furnish Buffalo Partners, upon Written request, with such information and reports, including but not limited to samples of any Affiliate Marketing Material, as may be required by Buffalo Partners in connection with the Affiliates use of any of Buffalo Partner's or its Merchants' Intellectual Property;
4.4.3 Once approved by Buffalo Partners, any proposed changes to the Affiliate Marketing Material the Affiliate may wish to make shall be submitted to Buffalo Partners for prior written approval prior to the use or publication thereof; and
4.4.4 Any bid made by An Affiliate to any internet search engine on keywords including without limitation the Merchant's Brands or Websites, associated trademarks or words that are confusingly similar, shall be considered to be a breach of good faith entitling Buffalo Partners to terminate this Agreement immediately an take any other action that it is, in terms of this Agreement, entitles to for acts not in good faith.
5. Intellectual Property Rights
5.1 The Affiliate acknowledges that Buffalo Partners and Merchant Intellectual Property will at all times remain the property of Buffalo Partners, the Merchant and/or its, or the Merchants' licensors. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the aforesaid Intellectual Property, other than those provided in terms of the License.
5.2 The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of the Merchants or the Merchants licensors rights, title and interest in and to the Intellectual Property.
5.3 The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of Buffalo Partner's licensors rights, title and interest in and to its Intellectual Property, nor will the Affiliate attempt, in any way, to tamper with, reverse-engineer, vary or alter the Buffalo Partners Software.
5.4 The Affiliate shall not in any way represent that it has any rights of any nature in the Intellectual Property of either Buffalo Partners or the Merchant or the Merchant's licensors, other than those that it enjoys in terms of this Agreement.
5.5 The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of the an restrictions attaching to the Intellectual Property of either Buffalo Partners or the Merchant or the Merchant's licensors, and that it can give full effect to such obligations.
5.6 The Affiliate shall, as soon as it becomes aware thereof, give Buffalo Partners, in Writing, full particulars of any use, or proposed use, by any other person, firm or company, of a trade name, trade mark or get-up of goods or mode of promotion or advertising or any element of the Intellectual Property of either Buffalo Partners or the Merchant or the Merchant's licensors, which amounts or might amount either to infringement of those rights or to any other form of passing-off.
5.7 If the Affiliate becomes aware that any other person, firm or company alleges that the Intellectual Property of either Buffalo Partners or the Merchant or the Merchant's licensors, is invalid or that use of the Intellectual Property infringes any rights of another party or if the Intellectual Property of either Buffalo Partners or the Merchant or the Merchant's licensors, Intellectual Property is otherwise attacked or attackable, the Affiliate will immediately give Buffalo Partners full particulars in Writing thereof and shall make no comment or admission to any third party in respect thereof.
5.8 The Merchant and/or its licensors shall have the sole conduct of all proceedings relating to the Merchant's Intellectual Property and will in their sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of its/their Intellectual Property or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of its/their Intellectual Property. The Affiliate shall not be entitled to bring or defend any action, or enter into any negotiations for compromise or settlement, for, or in any way relating to infringement of such Intellectual Property rights, and the Merchant and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the aforesaid Intellectual Property if they decide in their sole discretion not to do so.
5.9 Buffalo Partners and/or its licensors shall have the sole conduct of all proceedings relating to the Buffalo Partner's Intellectual Property, including the Buffalo Partners Software, and will in its sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of its Intellectual Property. The Affiliate shall not be entitled to bring or defend any action, or enter into any negotiations for compromise or settlement, for, or in any way relating to infringement of such Intellectual Property rights, and the Merchant and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the aforesaid Intellectual Property if they decide in their sole discretion not to do so.
6. Customer Registration and Tracking
6.1 Buffalo Partners will, for the purpose of this Agreement, track Customer's transactions by application of the Affiliate ID.
6.2 The Merchant has the sole right to refuse Customers (or to close/suspend their accounts) if necessary, to comply with any requirements that they may periodically establish and the Affiliate hereby undertakes to abide by Buffalo Partner's decisions in this respect and will have no claim against Buffalo Partners for any loss or damage of any kind which is suffers or alleges it suffers, as a result of such actions by Buffalo Partners.
6.3 Buffalo Partners will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. The form, content and frequency of the reports may, at Buffalo Partner's discretion, vary from time to time. To gain access the Affiliate will need to use the Affiliates Affiliate ID and password as provided to the Affiliate by Buffalo Partners.
6.4 The reports and the underlying figures, number amounts and statistics forming the basis of such reports, will be the exclusive reference point for the calculating of Commission, and the Affiliate agrees to be bound by such information as provided by the Merchants to Buffalo Partners.
7. Commission General
7.1 Commission is, subject to any other terms and conditions contained in this Agreement, payable to Affiliates only if a Customer (a) opens an account with a Merchant and (b) Wager on the Merchant's Website(s).
7.2 Payment shall only be made to the Affiliate once Buffalo Partners has received payment from the Merchant(s), as applicable.
7.3 The Affiliate shall not earn Commission on the Net Revenue and of any Second-tier Affiliate if, in the case that the Affiliate is a juristic entity, it/they are/is the Affiliate's employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, they/it is/are the Affiliate's employee, agent or direct family member.
7.4 The Affiliate shall not earn Commission on the Net Revenue on the Affiliate's own Customer Account nor on the Customer Account/s of the Affiliate's employees or immediate family members.
7.5 If the Affiliate or the Affiliate's employees sign up as a Customer at one of Buffalo Partner's Merchants Brands, Buffalo Partners shall have the right to terminate this Agreement.
7.6 Buffalo Partners has and reserves the right to pass on any financial costs to the Affiliates account that Buffalo Partners may incur as a result of Fraudulent Activity or bad faith activity by the Affiliate.
7.7 If Buffalo Partners (in its sole and unfettered discretion, but acting reasonably) determines that an Affiliate is abusing its membership as an Affiliate so as to unfairly gain an advantage, or for other reason, then Buffalo Partners may withhold any Commissions due to such Affiliate and/or vary the amount of Commission.
7.8 Buffalo Partners will process the Commission earned by the Affiliate in the previous calendar month by the tenth working day of the following month. Buffalo Partners shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.
7.9 Payment shall be made by Buffalo Partners to the Affiliate by way of the method selected by the Affiliate on registration, at the market exchange rate in US dollars, UK pounds, Euros, Australian Dollar, Canadian Dollar, Danish Krona, Swedish Krona, Norwegian Krona, or one of the other payment currencies available to all affiliates of the Affiliate Programme.
7.10 An Affiliate will not be able to update or, in any way, change the payment details in his/her/its account during the 5 (five) working days prior to the date that payment is due and it is the Affiliate's sole responsibility to ensure that he/she/it has entered the correct payment details 5 (five) working days prior to the date of payment.
7.11 An Affiliate will only be paid by bank wire if the total amount owed in a single month is €700 (or the equivalent in another currency) or more. If the total amount owed is less than €700, payment will be rolled over into the following month, or future months until the €700 threshold is met. If however an affiliate wishes to be paid by bank wire when the amount owed is less than €700 (or the equivalent in another currency) then that Affiliate must contact Buffalo Partners by the fifth day of the following month in question. In doing so the Affiliate thereby agrees to pay any associated costs that arise as a result of receiving the bank wire. The €700 minimum threshold set out herein does not apply to the use of any web-wallet solution for Commission payment and where this solution is used, the minimum threshold will be €100.
7.12 Referral fees will be based upon Buffalo Partner's good faith calculation based on its own statistics. Affiliates will only be paid referral fees once they have a balance of €100 owing to them.
7.13 In the calculation of Commission where the Net Revenue is negative due to Customer winnings and/or Non-Cash Items and/or Cash Items and/or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will be carried over.
7.14 In any given month, if a Customer generates a negative net revenue of at least $10,000 he/she will be deemed to be, for the purposes of this section, a 'High-Roller'.
7.15 If the aggregate Net Revenue for the Affiliate, in that month, for a Merchant Brand is negative $2,000 or greater, then the High-Roller policy as set out hereunder, will apply:
7.15.1 The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller;
7.15.2 The negative balance carried forward cannot be set-off against other Customer's Net Revenue;
7.15.3 The negative balance carried forward cannot be greater than the total aggregate negative Net Revenue for the Affiliate, for that month;
7.15.4 The negative balance of a High-Roller will be reduced by future positive Net Revenue that they generate in subsequent months;
7.15.5 A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
7.16 An Affiliate will earn Commission based on the following:
7.16.1 For the first month and as a "Welcome Package" the Affiliate will be entitled to 50% Commission on the Net Revenue;
7.16.2 After the first month:
|Number of Customer Referrals||Rev Share %|
22.214.171.124 This calculation does not apply to any Cost Per Acquisition model ("CPA Payment Plan") which is more fully provided for in clause 7.18hereunder.
126.96.36.199 If after a 6 month inclusive period no new active Customers are referred, then Revenue Share will be reduced to 20%. Once a new active Customer has been referred, the following month the revenue share will be increased to 25% revenue share, and then such revenue share will increase in line with the number of referrals set out in 7.16.2 above.
Please contact your affiliate manager to discuss this further.
CPA Payment Plan
7.17 In accordance with the CPA Payment Plan, an Affiliate will receive a one-off payment for every new Customer, more specifically: (a) when a Customer completes first registration, (b) deposits the minimum required amount and (c) meets the minimum wagering activity requirements, as previously agreed upon in writing with your Affiliate Manager.
7.18 Other than the once off payment specified above, no future payments will be owing or payable for CPA referrals rating to any one Customer so referred, and regardless of the number of Sites and/or number or type of games played by that Customer.
7.19 The following will also apply:
7.21.4 In the event of a Chargeback received against or issuance of credit to a Customer, that Customer will be discounted for the purpose of the CPA Plan;
7.21.5 any previous payment made pursuant to the CPA Payment Plan for such Customer, will be deducted from future payments to the Affiliate and;
7.21.6 Buffalo Partners does not pay for incentivised traffic in any form and we do not pay for schemes where a Customer is given or promised a percentage of the CPA as an incentive for becoming a Customer. Such incentivisation extends to or any roulette playing schemes or casino systems where Customers are advised, in any way, on how to play to beat the online wagering system.
7.22 Buffalo Partners does not pay for CPA Customers sent via brand bidding as set out in Clause 4.44 above.
7.23 Buffalo Partners does not pay for duplicate players i.e. a Customer who already exists within located in the Buffalo Partner's or its Merchants database.
8. Affiliate Warranties
8.1 By applying to be registered as an Affiliate of the Affiliate Programme, the Affiliate warrants that:
8.1.1 The information the Affiliate provides Buffalo Partners on registration is complete, valid and honest;
8.1.2 In the event the Affiliate is a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and
8.1.3 The execution of this Agreement by such person, and the performance by the Affiliate of the Affiliates obligations and duties hereunder, do not and will not violate any agreement to which the Affiliate is a party or by which the Affiliate is otherwise bound;
8.1.4 All of the Affiliate's marketing activities adhere to the EGBA code of conduct;
8.1.5 The Affiliate will not actively target Customers located in the Prohibited Territories including, but not limited to, sending Customers correspondence, the use of bannering, off-line advertising and direct marketing.
9.1 The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist Buffalo Partners in the provision of services arising from the Affiliate's referrals.
9.2 The Affiliate shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than the Affiliate.
10. Good Faith
10.1 The Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith (alternatively generated in bad faith), whether or not it actually causes damage to Buffalo Partners, its Merchants, its licensor or Affiliates.
10.2 In the event that Buffalo Partners, in its discretion, acting reasonably, believes that an Affiliate is not acting in good faith (alternatively acting in bad faith), then Buffalo Partners reserves the right to terminate this Agreement immediately and to withhold the Commissions payable to the Affiliate.
10.3 An Affiliate may not be a party ( whether directly or indirectly) to any Fraudulent Activity, and any such Fraudulent Activity will be considered as an act contrary to the principles of good faith, allowing immediate termination and withholding of any Commission due to the Affiliate by Buffalo Partners. Save that this will not preclude Buffalo Partners from exercising any other rights that it may have against an Affiliate for Fraudulent Activity.
10.4 An Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam and any form of Spam, as detected by Buffalo Partners, applying common tests in the industry to detect Spam, will result in the Affiliates account being placed under review and all funds due to the Affiliate being withheld pending an investigation. For the purpose of this section and as read with Clause [ ] any generation, processing, dissemination or the like of Spam and any form of Spam, is considered an act contrary to the principles of good faith.
10.5 Should an Affiliate require more information regarding Buffalo Partner's' Spam policy or wish to report any incidences of Spam, please contact Buffalo Partners at firstname.lastname@example.org.
11. Data Protection
The Affiliate shall comply with any relevant data protection laws in the jurisdiction in which the Affiliate is domiciled and any jurisdictions in which the Affiliate operates.
12. Money Laundering
12.1 The Affiliate may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.
12.2 It is recorded that some jurisdictions in which Buffalo Partners operates have strict laws on money laundering that may impose an obligation upon Buffalo Partners to report The Affiliate to the federal or local authorities within such jurisdictions if Buffalo Partners know, suspect or have reason to suspect that any transactions in which the Affiliate are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Programme or Buffalo Partner's Merchants to facilitate criminal activity.
12.3 If Buffalo Partners has any knowledge or suspicion envisaged above it may immediately suspend, deregister or terminate the Affiliates membership of the Affiliate Programme; and/or;
12.4 Buffalo Partners reserves the right to report the Affiliate to the aforementioned federal or local authorities should Buffalo Partners, at its absolute discretion, determine that it is obliged, by law, to do so.
13. Confidential Information
13.1 Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Buffalo Partners , its Members, or the Affiliate, respectively, or any of Buffalo Partners's Affiliates provided by or on behalf of any of them shall be considered Confidential Information and will remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.
13.2 During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Buffalo Partner's Merchants and/ or the Affiliate Programme (including, for example, Commission earned by the Affiliate under the Affiliate Programme). The Affiliate agrees to neither disclose nor allow unauthorized use of the Confidential Information by third persons or outside parties unless the Affiliate has Buffalo Partner's prior written consent and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliates obligations with respect to Confidential Information shall survive the termination of this Agreement.
13.3 Within 3 (THREE) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof.
14.1 This Agreement may be terminated by Buffalo Partners, at its discretion, at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.
14.2 Notice of termination shall be given in Writing by either Party to the other. Agreement shall accordingly terminate with immediate effect.
14.3 On termination, for whatever reason, all rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to Buffalo Partners and its Merchants or Merchants Websites, or Merchants Brands from its site and disable any links from its site to same.
14.4 Upon termination for reasons other than breach of this Agreement by the Affiliate, the Affiliate shall continue to be entitled for a period of one year to receive Commission on the terms and conditions as specified herein.
14.5 On termination, for whatever reason, Buffalo Partners may withhold the Affiliates final six monthly payments for up to three months each to ensure that the correct amount has been calculated and paid.
14.6 If Buffalo Partners continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
14.7 The Affiliate, Buffalo Partners and Buffalo Partner's Merchants and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.
14.8 Buffalo Partners may terminate this Agreement if it is determined at Buffalo Partners's sole discretion that the affiliates site is unsuitable. Unsuitable sites are, inter alia, but not limited to, those sites that are aimed at children, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights, or actively seek to target residents of the Restricted Territories; or are otherwise considered by Buffalo Partners to bring Buffalo Partners or its Merchants into disrepute or prejudice the interests of Buffalo Partners or its Merchants in any way.
15. Sale of Business
15.1 Buffalo Partners recognises that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. Buffalo Partners requires an Affiliate to recognise and respect that the personal qualities, probity and background of Buffalo Partners affiliates is vital to Buffalo Partners's decision to accept a person as an Affiliate of the Affiliate Programme.
15.2 If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/ her/ its Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of his/ her/ its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:
15.2.1 give Buffalo Partners no less than 30 (thirty) days prior written notice of such intention, simultaneously provide such details as Buffalo Partners may request (which shall include, but not be limited to, the selling Affiliates Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate Programme, their Affiliate ID) and furnish Buffalo Partners with an irrevocable consent and authority to pay the selling Affiliates Commission, after the sale is completed, to the purchaser;
15.2.2 make the deed of sale subject to the suspense condition that Buffalo Partners approve such purchaser as an Affiliate of the Affiliate Programme and that such intended purchaser shall, subject to Buffalo Partner's approval (at Buffalo Partner's sole discretion) join the Affiliate Programme.
15.3 In any event, Buffalo Partners reserves the right, at its sole discretion, to reject an intended purchaser of the Affiliate's business, as an affiliate of the Affiliate Programme, and in this event may terminate this Agreement immediately.
16. Death of Affiliate
16.1 In the event of an Affiliates death, Buffalo Partners shall require that the executor of the deceased Affiliates estate (or similarly charged person) furnishes Buffalo Partners with certified copies of their authority to act on the deceased Affiliates estates behalf, the deceased Affiliates death certificate and proof of the deceased Affiliates beneficiaries' identities.
16.2 The Affiliate hereby agrees that Buffalo Partners shall be obliged to pay his/ her estate and/ or beneficiaries:
16.2.1 only once Buffalo Partners has received the information required in Clause 16.1 above; and
16.2.2 any sums that may have accrued to the deceased Affiliate as Commission prior to his/ her death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after his/ her death. The Affiliate hereby waives (on his/ her behalf and on behalf of his/ her estate, heirs, beneficiaries, successors or assigns) any rights that he/ she (or they) may have to any further sums of money and/ or Commission under this Agreement.
17. Relationship of Parties
17.1 The Affiliate and Buffalo Partners are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on Buffalo Partners's behalf. The Affiliate shall not make any statement, whether on the Affiliates site or otherwise, that conflicts with this Clause.
17.2 The Affiliate will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.
17.3 The Affiliate shall not make any claims, representations, or warranties in connection with Buffalo Partners or its Merchants and the Affiliate shall have no authority to, and shall not, bind Buffalo Partners or its Merchants to any obligations outside of this Agreement, unless agreed to in writing by either Buffalo Partners or its Merchants.
18. Disclaimer of Liability
18.1 The Affiliate shall defend, indemnify, and hold Buffalo Partners and its Merchants and their electronic cash providers, suppliers, contractors, agents, 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:
18.1.1 Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;
18.1.2 The performance of the Affiliates duties and obligations under this Agreement;
18.1.3 The Affiliates negligence; or
18.1.4 Any injury caused directly or indirectly by the Affiliates negligent or intentional acts or omissions, or the unauthorized use of Buffalo Partner's banners and link or this Affiliate Programme.
18.2 Further, the Affiliate will indemnify and hold Buffalo Partners harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of each and all of the Affiliates sites.
18.3 Buffalo Partners makes no express or implied warranties or representations with respect to the Affiliate Programme, Buffalo Partners or Commission 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, Buffalo Partners makes no representation that the operation of its site (including service and tracking) will be uninterrupted or error-free. Buffalo Partners will not be liable for the consequences of any such interruptions or errors.
18.4 Buffalo Partners will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Programme, even if it has been advised of the possibility of such damages. Further, Buffalo Partner's aggregate liability arising with respect to this Agreement and the Programme shall not exceed the total Commission paid or payable by Buffalo Partners to the Affiliate under this Agreement. Buffalo Partner's obligations under this Agreement do not constitute personal obligations of its directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
19.1 This Agreement will be governed by the laws of England, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in England and the Affiliate irrevocably consents to the jurisdiction of its courts.
19.2 Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.
19.3 The Affiliate may not assign this Agreement, by operation of law or otherwise, without Buffalo Partner's prior written consent. Subject to that restriction, this Agreement will be binding on, ensure to the benefit of, and enforceable against the Affiliate and Buffalo Partners and the Affiliates and Buffalo Partner's respective successors and assigns.
19.4 Buffalo Partner's failure to enforce the Affiliates strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Buffalo Partner's right to subsequently enforce such provision or any other provision of this Agreement.
19.5 Buffalo Partner's rights and remedies hereunder shall 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. The Affiliate 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 Buffalo Partner's 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 Buffalo Partner's respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
19.6 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. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
19.7 This Agreement will stay in effect for so long as Buffalo Partners makes this service available, unless this Agreement is terminated prior thereto in terms of this Agreement.
19.8 Buffalo Partners may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement or the Commission Schedule at any time and at Buffalo Partner's sole discretion, by posting a new agreement on its site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral programme rules.
19.9 Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately. The Affiliates use of the Buffalo Partners website and/ or continued marketing of the Merchants websites after such a change to the Buffalo Partners website will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should this Agreement be replaced in its/ their entirety.
19.10 It is the Affiliate's duty to review this Agreement periodically to ensure familiarity with its most current version.
19.11 No purported modifications, amendments, alterations, additions, deletions or interlineations of this agreement or the commission schedule by the Affiliate are permitted or will be recognized by Buffalo Partners unless with the written consent of Buffalo Partners. No other terms relating to any other affiliate Programme will apply other than these terms.
19.12 The Parties agree that the Merchant and its Licensor shall be a third party to this Agreement in terms of the Contracts (Rights of Third Parties) Act 1999. The Affiliate acknowledges that it is aware that the Merchant and its Licensors are relying on the provisions of this Agreement and promises made by the Affiliate. Accordingly the Merchant and its Licensors may enforce the provisions of this Agreement as if it were a party hereto.
In these terms and conditions the following words and expressions shall have the following meanings:-
20.1 'Affiliate' shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by Buffalo Partners as an Affiliate of the Affiliate Programme in terms of this Agreement.
20.2 ‘Affiliate Domain(s)' shall mean any domain which is not a Prohibited Domain and which is lawfully owned by, or licensed to, the Affiliate.
20.3 ‘Affiliate ID" means technical identification issued by Buffalo Partners to an Affiliate which is unique that Affiliate and allows Buffalo Partners to accurately track the activity of Customers of an Affiliate.
20.4 ‘Affiliate Marketing Material' means any Affiliate marketing material which is created or licensed by the Affiliate (and is not the Marketing Material), and which is utilised by the Affiliate in terms, and subject to the conditions of, this Agreement.
20.5 'Affiliate Programme' shall mean the affiliate programme operated by Buffalo Partners and forming the subject matter of this Agreement including the granting of a Buffalo Partners Software Licence for the Term
20.6 ‘Agreement' shall mean these terms and conditions, including the online application form, and all appendices and annexures incorporated therein by reference, including all future updates and additions thereto.
20.7 ‘Charge Back' means where a Customer or the credit card issuing bank or any other third party payment solution provider affects a reversal of charges in relation to a credit card or third party purchase transaction and for the purposes of calculating Net Revenue is regarded as Fraud. Chargebacks are deduced in the month they are charged.
20.8 'Commission' means the commission as set out in the Clause 7 of the Agreement.
20.9 'Confidential Information' shall mean:
20.9.1 any information of whatever nature, which has been or may be obtained by the Affiliate from Buffalo Partners and/or the Merchant and/or its Licensors, whether relating to Buffalo Partner's or a Merchants information and whether in writing or in electronic form or pursuant to discussions between Buffalo Partners, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas;
20.9.2 analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and Buffalo Partners or the Affiliate and a Merchant resulting from this Agreement.
20.10 Customer' shall mean a person or entity that the Affiliate directs in any manner, subject to the conditions contained in this Agreement , to a Merchant/Merchant's Website and who/which can be linked to the Affiliate's Affiliate ID and who/which successfully registers and opens an account with the Merchant.
20.11 ‘Customer Account' means the account of a Customer as registered with, and opened by, the Merchant.
20.12 "Exclusive" means that any Marketing Material provided by Buffalo Partners will be used exclusively for the benefit of the Merchant and will not be used , in any way whatsoever, to further, or otherwise advance, the business of any other third party business/person/entity other than that of the Merchant(s).
20.13 'Fraud/Fraudulent Activity' shall mean a deception which in the sole opinion of Buffalo Partners is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain and includes but is not limited to fraudulent credit card transactions and/or Charge Backs.
20.14 ‘Gross Win' shall mean the total revenue generated by the Merchants casino found at the Merchant's Website as a result of a Customer's Wagering.
20.15 ‘Intellectual Property' shall mean patents, rights to inventions, copyright and related rights, moral rights, Trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
20.16 'Licence' shall mean a non-transferable, non-sub licensable and non-exclusive right granted to the Affiliate by the Merchant to use the Intellectual Property of the Merchant, only as is strictly necessary to adequately and effectively direct Customers to the respective Merchants Website/s, in accordance with the terms and conditions of this Agreement.
20.17 'Marketing Material' shall include, but is not limited to, various forms of branded and creative material, including but not limited to, online banners, html and text mailers, promotional material and other online and offline Merchant and Buffalo Partners marketing material which Buffalo Partners may provide from time to time to the Affiliate and which, where required has been licensed to Buffalo Partner by the Merchants' or their associated companies or contracting partners, and on the basis of a Licence ( as defined), and which may be provided with guidelines as to use thereof and which as is strictly necessary to market and promote the Merchants Websites and Brands.
20.18 'Merchant' shall mean any operator of online gaming businesses for whom Buffalo Partners provides affiliate programme services and as further represented by the Merchant's Websites and Merchant Brands.
20.19 'Merchants Brands' shall mean:
a. Lucky Nugget Casino;
b. Jackpot City Casino;
c. Gaming Club Casino;
d. Casino Epoca;
e. Spin Palace Casino;
f. Ruby Fortune Casino;
g. Cabaret Club Casino.
20.20 'Merchants Websites' are websites situated at, but not limited to, the following URLs:
20.21‘Net Revenue' shall mean the Gross Win, less Progressive Contributions (progressive games only) less bonuses awarded less Non-Cash Items less Fraud, less any taxation, levy or similar mandatory payments (including gaming taxes and value added taxes) levied or charged on revenue, turnover, deposit or similarly driven by Customer activity or activity volume.
20.22 ‘New Customer' shall mean a Customer not previously registered as, or deemed in terms of this Agreement to be, a Customer.
20.23 ‘Non-Cash' Items means the value of free credits or cash handed out to Customers or any other direct costs incurred to maintain the loyalty of a Customer (e.g. the cost of a gift to a Customer).
20.24 'Notice' shall mean a written document (which includes email transmissions).
20.25 'Parties' shall mean Buffalo Partners, the Merchant and the Affiliate and Party shall be a reference to each or either.
20.26 ‘Progressive Contributions' shall mean a percentage of revenue generated on any progressive game that is paid over by the Merchant into a progressive pool.
20.27 'Prohibited Domain Name' shall mean any domain name whatsoever, which is, in the reasonable opinion of Buffalo Partners or the Merchant, or by the application of reasonable assessment, identical, or confusingly similar to, Buffalo Partners's, and/or the Merchants and/or the Merchants licensors trade and/or services marks and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever, whether for the purposes of its promotion of the Merchants Websites, or associated brands, or any other reason.
20.28 ‘Restricted Territories' means France, Italy, Spain, Belgium, Denmark, Singapore and the USA.
20.29 'Second-tier Affiliate' shall mean a person or entity that the Affiliate directs in any manner to Buffalo Partners and who can be linked to The Affiliates Affiliate ID, which person or entity becomes an Affiliate of Buffalo Partners.
20.30 'Spam' means any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose).which is intentionally transmitted to multiple commercial electronic mail messages and which is unsolicited e-mail, sent indiscriminately to one or more mailing lists, individuals, or newsgroups.
20.31 'Buffalo Partners' shall mean Buffalo Partners Limited trading as Buffalo Partners.
20.32 ‘Buffalo Partner Software' shall mean the software which is owned and/or licensed to Buffalo Partners and which allows the Buffalo Partners Affiliate Programme to operate, and including the Intellectual Property rights thereto and therein.
20.33 ‘Buffalo Partners Software Licence' shall mean a non-transferable, non-sublicensable and non-exclusive right granted to the Affiliate by Buffalo Partners to use the Buffalo Partners Software for the strict purposes and terms and conditions of this Agreement, in accordance with the terms and conditions of this Agreement.
20.34 'Term' shall be the term of this Agreement, commencing on the activation of the Affiliates account (commencement date) and remaining in full force and effect until the Affiliates' account is terminated for whatever reason in accordance with this Agreement (referred to as the ‘Termination Date').
20.35 'Trade Marks' for purposes of this Agreement shall be limited to mean the trade mark applications and registrations re, including equivalent and/or similar applications and registrations in all other countries, the goodwill and/or reputation which attaches to all the aforementioned, as well as the goodwill and/or reputation in the getup, trade dress and/or trading style which relate to or are associated with the registered and/or unregistered trademarks.
20.36 ‘Wager' means the provision of play on Merchants Websites in consideration for the Customer placing money, legal tender or any instrument representing such money or legal tender, such as, but not limited to, credit.
20.37 'Written /Writing' shall mean any instruction or correspondence in the written form and shall include e-mail.
20.38 ‘You/Your' refers to you, the natural or Juristic person who/which accesses the site found at www.buffalopartners.com and who applies to become an Affiliate, which person or entity will be subject to the terms of this Agreement insofar as it relates to the process of accessing the site and applying to become an Affiliate. If successfully becoming an Affiliate, then You will thereafter be referred to as an Affiliate.