1. GENERAL INFORMATION OF THE CONTRACT
All key words used in this contract are defined in the section 16 of this agreement. Blackstone Systems Limited with its brand NightRush, below mentioned “The company” is responsible of marketing the offering and the services, including casino games and sports-betting through NightRush.com.
The affiliate maintains and operates through the affiliate site(s). This agreement defines the general affiliate program terms and conditions between the company and the affiliate. Filling- and accepting the affiliate application, the affiliate accepts and agrees fully to comply with all the terms & conditions, agreements and rules. This agreement takes effect and is binding for the affiliate when the affiliate application is submitted.
For the Company it will not be binding or taking any effect until the company has approved the affiliate application.
2. AFFILIATE APPROVAL AND CONDITIONS
The company will review the application sent by the affiliate and will reply to the affiliate via email if the application has been approved or declined. The company reserves all rights to decline any application without specifying any reasons.
2.1 CONDITIONS OF APPROVALAffiliate declares that it has now and also during the start of this agreement the legitimacy and rights to enter into this Agreement and to grant the rights, and to carry out all and any obligations of this Agreement.
Affiliate maintains, has acquired and made all the necessary registrations, permits, authorizations and licenses that may be required for this Agreement and the Affiliate fully understands and accepts the terms and conditions of this Agreement.
3. AFFILIATE RESPONSIBILITIES AND OBLIGATIONS
3.1 AFFILIATE DECLARES THE FOLLOWING:
3.1.1 The Affiliates marketing is always the best possible according to their ability. The affiliate promotes as actively and effectively as possible the NightRush.com site as widely as possible, following the rules of this agreement and the company's instructions, which may be provided from time to time.
3.1.2 The Affiliate is marketing and bringing new players to NightRush.com at its own expenses. The Affiliate takes full responsibility for its own actions and the possible risks.
3.1.3 Affiliate uses only links that have been submitted from this affiliate program. Affiliate is solely responsible for the content and distribution of its marketing legality. All the Affiliates marketing regarding NightRush.com must be appropriate, professional, legal and applicable to laws, regulations, and in accordance with this Agreement.
3.1.4 Affiliate assures that the affiliate-site(s) do not contain and will not contain any material that is discriminatory, abusive, libellous, illegal or in any way inappropriate.
3.1.5 The Affiliate will not actively market to under-aged persons or offer gambling in an environment that is directed to children and youth. The Affiliate will not be marketing to any regions or countries where gambling and its marketing is illegal. Affiliate will not be controlling or marketing unlawful or fraudulent activity to NightRush.com.
3.1.6. Affiliate will not register a player account or make deposits to any player account for improving his own affiliate commission. This applies to all accounts, for own personal or relative’s player account, friends, or other third parties, or by any other artificial or fraudulent way to improve or increase the Affiliates contribution to the Commission. The Affiliate does not seek to or in any other way try to cheat the company. These terms are interpreted as fraud violation.
3.1.7 The Affiliate shall not create and present the affiliate-site in a way that could lead to confusion of the NightRush.com site and /or the company. Affiliate does not suggest or give the impression that his affiliate- site is partially or totally created or owned by NightRush.com.
3.1.8 The Company reserves the rights to freeze the affiliate account and/or to reduce the balance of the affiliate-account if the traffic created by the Affiliate has been made through fraudulent means or in violation of this Agreement, the terms & conditions and rules.
4. THE COMPANY'S RESPONSIBILITIES AND OBLIGATIONS
4.1 The company will convey all the necessary information, affiliate-links and marketing material to the Affiliate.
4.2 The company will handle the revenue and traffic that the Affiliate has created through the affiliate-links. The company will report the Affiliate with exact numbers of earnings created from the affiliate-links, such as Net-Revenue and Affiliate commissions. The company handles all customer services related to the Company's business. All Affiliates players will relate to a unique Identification code (tag) for monitoring purposes.
4.3 The Company will pay affiliate commissions according to the terms & conditions and rules of this Agreement.
5. THE COMPANY RESERVES THE RIGHT TO REFUSE OR EXCLUDE APPLICANTS AND ACCOUNTS.
5.1 The Company may refuse at any time from any new customer, and/or may close a customer's account if the company believes that it is necessary to comply with the company's policies, and/or of protection of the company’s best interests.
5.2 The Company may refuse any Affiliate applicant or close an Affiliate account, if the company believes that it would be necessary to comply with the company's policies, or because of protection of the company’s best interests. If the affiliate doesn’t comply- or breaks any part of this Agreement, the Company may close the Affiliates account(s) and take other legal actions or other legal measures to protect the company’s interests.
6. AFFILIATE COMMISSION PAYMENTS AND MISC.
6.1 The Company agrees to pay the Affiliate commission in accordance with the terms & conditions of this agreement.
6.2 If the balance is less than the minimum pay-out limit of €500 (bank transfers) or €100 (e-wallets), the commission will be moved to the following month and it will be paid out once the total commissions exceed the minimum pay-out limit.
6.3 The Commission will be paid to the payment method selected by the Affiliate in the affiliate-application. If changing payments method, the affiliate is obliged to notify the management. If there happens an error with the commission pay-out, the company reserves the rights to correct any error at any time, and perform a deficiency payment immediately or to collect the incorrectly performed over payment.
6.4 A received Affiliate commission pay-out will be interpreted as final to even out the Affiliate account for the current period.
6.5 If the Affiliate disagrees with the reported commission he shall report it immediately to the company. The report shall be handed to the company within thirty (30) days and indicating the ground of any differing opinion. If the affiliate does not report his differing opinion to the company within the given time, this will be interpreted as the Affiliate has given their approval for the balance for that current period.
6.6 The Company does not have any obligation to any affiliate payments if the company has reason to believe that affiliate traffic from in any way illegal or Affiliate is in breach of any provision of this Agreement or the rule.
6.6.1 The Company does not have any obligation to any affiliate pay-out if the company has reason to believe that the affiliate has steered his traffic in any illegal way or the Affiliate has broken any of any terms & conditions of Agreement.
6.7 Affiliate agrees to return all received commissions that have been based on fraudulent or falsified transactions and to compensate the company for any costs and losses related to these transactions (including legal fees and costs).
6.8 The Company may, with its own discretion, to refrain from paying the balance of the Affiliate up to two hundred and ten (210) days, if the company needs to investigate and to confirm that the relevant transactions have taken place in accordance with this Agreement.
6.9 The Affiliate is completely responsible for any tax compensations, other compensations, costs and other potential domestic and international costs. The Company may not under any circumstances be liable for any of the listed or other unpaid costs or amounts that are requested from the Affiliate and the Affiliate has no right to demand compensation of any kinds from the company.
7. AFFILIATE-SITE(S) AND LINKS
7.1 Affiliate agrees that any use of the affiliate-program on the internet is at his own risk. The Company does not guarantee that the NightRush.com site are available at any given time or place. The company does not have any liability for the Affiliate or anyone else for any lack of precision, errors, or for any loss, harm or damage caused by partial or total failures, delays or interruptions in the NightRush.com website or affiliate program.
7.2 During the time of this Agreement, the affiliate-links are clearly displayed on the affiliate-site(s) at all times in such a way as the company and the Affiliate has agreed on. The company has the right to review the affiliate site(s) to ensure compliance with this Agreement and its terms and conditions and the Affiliate has responsibility to provide all the information required in order to ensure that the terms and conditions have been followed.
8. TERMINATION OF THIS AGREEMENT
8.1 This Agreement may be terminated by either party. The notification of termination shall be sent to the other party in written form (email) and the notice time for the terminations in fourteen (14) days.
8.2 The Company reserves the right to protect itself from betting players who are trying to benefit from the company's program. These players, often referred to as "arbitrage" (profits without risk), are players who try to take advantage of the affiliate-program in order to the get commission for their losses. If the Company has reason to believe such activities, the Company may, at its discretion, terminate this Agreement immediately.
8.3 In case of termination of this Agreement the parties hereby agree on the following:
8.3.1 All rights that have been granted to the Affiliate will be immediately terminated. The Affiliate will remove all references to NightRush.com from his affiliate-site(s) and marketing channels, regardless of whether the marketing channels are commercial or other type of marketing channels.
8.3.2 Affiliate is only entitled to a Commission that has been earned but not yet paid at the time of termination of this Agreement, however, on the condition that the company has the right to abstain from the final payment for a reasonable period until it is confirmed that the correct amount is paid. Affiliates are not allowed to make or receive any commissions after the date of termination of this Agreement.
8.3.3 Affiliate releases the company from all obligations and liabilities that occur or arise after termination of this Agreement. Ending of the contract does not relieve the Affiliates liability that incurred before the end of the contract, such as violating any of the terms and conditions of this Agreement or violating any agreements of confidential information, even if the violation would take place after the contract has been terminated.
8.3.4 The Company has the right to keep all unpaid commissions to the Affiliate, if this Agreement is terminated by the company if due to a violation of the terms & conditions of this Agreement by the Affiliate.
9 RESPONSIBILITIES AND COMPENSATION
9.1 The Company shall not be liable (contractually, legally, any kind of statutory duty or in any other case) or any of the following: Of any direct or indirect losses, any economic losses (including income, revenue, business, contracts, or planned savings), any goodwill loss or loss of reputation.
9.2 Affiliate agrees to defend and approves the Company and its associated companies/affiliates, successors, directors, officers, employees, representatives, agents, shareholders and lawyers to be free from and innocent of all claims and liabilities including reasonable expert and legal services related to or resulting from loss of the following:
Affiliates use or abuse regarding the marketing material and the company's intellectual property rights. All charges and claims, that the affiliate-site(s) or its information and/or files infringe a third party's patent, copyright, trademark, or other intellectual property rights, or violates a third party's right to privacy or publicity;
Any violation of an agreement related to the affiliate's commitment, guarantee, or obligation. Any activities taken place under the affiliates username and password.
Any abusive, offensive, illegal material, which can be found under the affiliate-site(s) and its files, folders or documents. Any violation of this Agreement or any applicable law violation.
10. CONFIDENTIALITY AND CONFIDENTIAL INFORMATION
10.1 Affiliate shall not use any confidential information of any kind for its own commercial or other purposes, or to share with any person or with a third party, either directly or indirectly without permission from the Company that is in written form. Affiliate will not use confidential information for any purposes other than fulfilling obligations of this Agreement.
10.2 Affiliate commits to respect paragraph 10 even if/after this Agreement ends.
11. PARTNERSHIP BETWEEN THE PARTIES
Nothing in this Agreement or its content refers or can be interpreted to mean that either party (or the party's employees, representatives, or agents) would be the other parties employee, agent, or legal representative, or to set up a collaboration, cooperation, association, or syndication between the parties or granted to any party directly or indirectly, the rights, powers or power of attorney to enter into any agreements or commitments, or impose any obligations on behalf of another party.
12.1 The Company is not responsible for any typographical errors in this Agreement.
12.2 Neither party shall be liable to the other for delay or failure of this Agreement, obligations, responsibilities, if the delay or failure arises from a reason out of our reach (Force Majeure), including labour disputes, strikes, industrial problems, acts of God, acts of terrorism, natural disasters, floods, lightning, power distribution and communication network failure, earthquakes, or other accidents. If a similar situation happens surprisingly, the party that is experiencing this is released from its duty, with a condition that the Force Majeure will continues for more than thirty (30) days. Either party may terminate this Agreement with immediate effect by sending a written notice to the other party.
12.3 Nothing in this Agreement provides either party any rights or interests of the any of the party's intellectual property rights. To make this point clear, nothing in this Agreement shall be construed to any kind of license, assignment, transfer or anything else, which is related to intellectual property rights.
12.4 All notices relating to this Agreement shall be submitted to the company and directed to the NightRush.com Affiliate Manager unless the company informs you otherwise. The company supplies all the notifications to the Affiliates e-mail address that he has informed to the company while filling the affiliate-application form.
12.5 Affiliate may not transfer this Agreement or any rights related to this Agreement to any other party, without getting a written permission from the Company. The Company may assign/transfer this Agreement and its rights to any of its associated companies or any third party. Even if the company isn’t supervising that the Affiliate is following all the terms & conditions of this Agreement, it does not mean that the company waived its right to exercise that right.
13. CHANGES TO THIS AGREEMENT
The Company reserves the right, at any time, in its own discretion, giving or without giving notice in advance to change, delete or add items to this Agreement. If necessary, a written notice will be sent to the email address registered by the Affiliate.
14. THIS CONTRACT IS BOUND BY LAWS
The accuracy of this Agreement, and creating, monitoring and implementation of all the requirements and conflicts, or other fact or legal enforceability of the issues related to the competence of Curacao and the laws of that state. Both sides settle in Curacao unconditional arbitration under the auspices of settlement in connection with any claim, dispute or matter relating to this Agreement or in its control and legitimacy.
15. AFFILIATE COMMISSIONS
15.1 CASINO/BETTING COMMISSION:
NDPs / month Affiliate Net Commission %
First 3 months > 40% Revenue Share
0 – 10 NDPs > 25% Revenue Share
11 – 20 NDPs > 30% Revenue Share
21 – 50 NDPs > 35% Revenue Share
51 – 100 NDPs > 40% Revenue Share
101+ or more NDPs > 45% Revenue Share
15.2 HIGH ROLLER POLICY
High Roller Policy If in any given month a New Customer referred by a particular Affiliate generates a negative Net Revenue of at least €10,000 this New Customer will be deemed to be a “High-Roller”. If the aggregate commissionable Net Revenue in that given month for that Affiliate is negative: The negative net revenue generated by the High-Roller will be carried forward and offset against future net revenue generated by that High-Roller; The negative balance carried forward cannot be set-off against other New Customer’s net revenue. The negative balance of a High-Roller will be reduced by future positive net revenue that they generate in subsequent months. A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the foregoing qualifying criteria in subsequent months. The Affiliate will be able to view all adjustments in order to track the High-Roller’s net breakeven point. Adjustments will be made at the end of each calendar month based on the cumulative revenue for the month.
16. KEY WORDS EXPLAINED
"Affiliate" means you, the person or party that requests access to the affiliate program.
"Affiliate Program" refers to the program set with the company and affiliate, in which the Affiliate is marketing NightRush.com, creates links for the affiliate site(s) given by the NightRush.com site and will receive compensation, which is defined in this Agreement based on the NightRush.com Net turnover, and is defined under “Net Commission”.
"Affiliate-site(s)" means one or more sites that are operated and maintained by the Affiliate.
"Commission" means the percentage of net income that is defined separately for different products.
"Company" means Blackstone Systems Limited, whose address is 102, Suite 3, St. Catherine Street, Attard, ATD2605, Attard, Malta. The company uses the following licenses: 1668/JAZ. NightRush.com operates under this company.
"Net commission" means:
For Betting / casino: all the money that a company receives from new customers in relation to their bets/casino-action deducted with:
- New customer winnings - Bonus pay-outs (not cancelled bonuses)
- Administration costs - Costs due to fraud
- Colleting/Recoveries - Returned stakes
- Taxes paid in cash or equivalent - any other expenses
To be as clear as possible, all of the amounts above relate only to new customers who have come to the NightRush.com site trough the affiliate-site.
"New Customer" and “NDPs” means a new unique player for the company and who has made a first deposit above the minimum required deposit amount for the site NightRush.com and according to the NightRush.com site terms and conditions, but excluding Affiliates and their employees and their relatives and/or friends. A new customer is a customer who does not already have an account at the site NightRush.com.