Casino du Lac Meyrin SA, registered in the Swiss commercial register under the identification number CHE-101.045.276, located at Route de Pré-Bois 20, 1215 Geneva 15, Switzerland, and hereinafter referred to as the "Company" (as defined below) and you, the "Affiliate" (as defined below).
Hereinafter jointly referred to as the "Parties", agree as follows:
These Particulars together with the Standard Terms and Conditions, and the Code of Ethics shall form the entire Service Agreement ("Agreement") and understanding between the Parties and supersedes all understandings, agreements or otherwise between the Parties.
Article 1 – Definitions
Unless the context otherwise provides, capitalized terms in this Agreement shall have the meanings attributed to them in the Particulars or as set out below.
"Affiliate Program" shall mean the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Company’s website, www.pasino.ch, and/or its sub-domains, and create the affiliate links from the Affiliate’s website(s) to the Company’s website and thereby be paid a CPA Payment as defined under this Agreement depending on the traffic generated to the website subject to the terms and conditions under this Agreement and to applicable laws;
"Affiliate Managers" shall mean any employee of or any appointed person(s) by the Company authorized to manage the business relationship between the Company and the Affiliate;
"Bonus" shall mean the total value of free credits given to a referred Player by the Company;
"Code of Ethics" shall mean the Company’s Code of Ethics. The Code of Ethics describes, in particular, the marketing guidelines that must be respected by affiliates. The Code of Ethics must be adhered to by the Affiliate and is an integral part of the Agreement;
"CPA Deal" shall mean a “Cost Per Acquisition” deal, whereby the Company pays the Affiliate a predetermined amount for each referred Player and said Player deposits at least an agreed amount (baseline), unless otherwise agreed between the Parties;
"CPA Payment" shall mean the reimbursement to be paid to the Affiliate in terms of this Agreement;
"Confidential Information" shall mean (i) any information of whatever nature, which has been or may be obtained by the Affiliate, relating to the Company’s business and whether in writing or in electronic form or pursuant to discussions between the Company and the Affiliate, 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, Player lists, price lists, studies, findings, computer software, inventions or ideas; or (ii) analyses concepts, compilations, studies and other material prepared by or in possession or control of the Affiliate which contain or otherwise reflect or are generated from any such information relating to the Company’s business as is specified in this definition and includes any dispute between the Affiliate and the Company resulting from this Agreement;
"Copyright" for the purposes of this Agreement shall be limited to the existing and future copyright in the trademark devices, logos, getup, trade dress, websites, Marketing Material and/or trading styles relating to, or incorporated in, the Company's website;
"Deposit" shall mean the total value of deposits made by a referred Player, which said Player has decided to revert the deposit to his/her bank, and will thus be considered as void transactions applicable to said Player;
"Fraudulent Activity" shall mean a deception which in the sole opinion of the Company is deliberately practiced by a Player or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to: (i) Chargebacks, (ii) Bonus abuse by a referred Player or a group of referred Players, (iii) the Affiliate’s (or a third party’s) encouragement of a referred Player to abuse the Company’s Bonus offers, (iv) collusion on the part of the referred Player with any other referred Player, (v) the Affiliate’s (or a third party’s) offering or providing unauthorized incentives (financial or otherwise) to Players to encourage them to sign up, or (vi) dropping or stuffing cookies;
"Marketing Material" shall mean various forms of branded, creative material, including but not limited to: online banners, html and text mailers, promotional material and other online and offline marketing material which the Company may provide to the Affiliate;
"Player" shall mean a person that the Affiliate directs in any manner to the Company and who can be linked to the Affiliate’s Affiliate ID, and who registers as an end-customer to the Company website;
"Spam" shall mean any electronic mail message, transmitted to multiple commercial electronic mail recipients from or through a computer, where said message is sent without clear and proven agreement on the part of the recipient to receive said message from the sender;
"Tracking" shall mean the tracking of clients referred by the affiliate;
"Written/Writing" shall include email or messages on Skype, or similar communication tools.
Article 2 – Trusted site
Affiliate Program is an affiliation program specializing in casino gaming. The Company offers a trustworthy and reliable site. The quality of services is based on professional and conscientious teams.
Access to online gaming sites, and hence to the Affiliate Program specializing in online gaming, is strictly prohibited to people under the age of 18, not domiciled in Switzerland and excluded or banned from gambling.
The Company guarantee the security of the site www.pasino.ch. In this respect, the Company is certified with the ISO/IEC 27001:2013 Information Security Management System label.
The Affiliate must successfully comply with the provisions of clause 4 of this Agreement prior to this Agreement coming into force and effect. The Affiliate’s successful application to become an Affiliate in the Affiliate Program in terms of clause 3 confirms the Affiliate’s acceptance of this Agreement and is subject to the Affiliate’s continued compliance with the terms and conditions of this Agreement.
The Affiliate should be advised that many of the provisions of this Agreement are created and imposed for the benefit of the Company and or its licensor, who has accepted all benefits as created and imposed.
By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that all of its marketing activities adhere to the Swiss law applicable to gambling activities and the Company's Code of Ethics.
Article 4 – Appointment as an Affiliate
The Company may evaluate the Affiliate’s application on submission thereof.
The Affiliate is required to verify its identity and any beneficial owners (as defined in the applicable laws on the prevention of money laundering and financing of terrorism) by providing personal and, where applicable, company identification and registration documents and VAT information, including any other documents requested by the Company. For avoidance of doubt, the Company has the right to request such information at any time during the business relationship between the Company and the Affiliate.
The Affiliate will be notified, if reviewed, in a timely manner of the Company’s acceptance or rejection of its application. The acceptance or rejection of any application made by an Affiliate is at the Company’s sole discretion.
Article 5 – Obligations and rights of the Company
The Company will track Players and their deposits and their play where required. The Company has the right to refuse Players (or to close their accounts) if necessary, to comply with any requirements that the Company may establish, or where a Player is in clear violation of any terms and conditions as imposed by the Company, where compliance to such terms and conditions would have been agreed to by the Player at the time of registration.
The Company will provide the Affiliate with Marketing Material, which may be updated from time to time, for the purpose of marketing and promoting the Company and the Company’s website and products.
The Company will provide reports to the Affiliate to show the performance of the Affiliate in relation to the referred players. The format, content and frequency of the reports may vary from time to time at the Company's discretion. The Company will provide the Affiliate with secure access to these reports.
The Company shall use its reasonable endeavors to ensure that whenever a new Player is directed to the Company’s website and registers a new account, the relevant new Player is identified as originating from the Affiliate’s website. However, the Company shall not be held liable if it is unable to identify a new Player as originating from such website.
The Company has the right to monitor the Affiliate website to ensure that the Affiliate is complying with the terms of this Agreement. The Affiliate shall provide the Company, at no charge, with all data and information to perform such monitoring.
Article 6 – Obligations and rights of the Company
The Affiliate is restricted to one Affiliate account only, unless otherwise agreed to in writing by the Company.
The Affiliate acknowledges and agrees that the Company may only offer CPA Deals pursuant to Swiss legislation.
The Affiliate shall not receive any CPA Payment if the Players account is blocked or frozen from either the Company’s or the Player’s side for whatever reason.
The Company has and reserves the right to pass on any and all financial costs to the Affiliate’s account that may be incurred due to Fraudulent Activity by the Affiliate’s Players, and/or the Affiliate’s employees, which the Affiliate has introduced to the Company.
Article 7 – Obligations and rights of the Affiliate
Without prejudice to the other obligations set forth in the Agreement, the Affiliate agrees to comply with the following obligations.
By applying to be registered as an Affiliate of the Company, the Affiliate warrants that:
The Affiliate shall without undue delay inform the Company in writing if any of the provided information has changed.
The Affiliate undertakes to at all times comply with applicable laws and/or regulations, as well as instructions and guidelines as set out by the Company.
The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to market the Company.
The Affiliate shall have no claims to CPA Payment or other compensation on business or revenues secured by or through persons or entities other than the Affiliate.
The Affiliate will not benefit from known or suspected traffic not generated in good faith.
The Affiliate shall ensure that only Swiss online licensed operators are marketed via the Affiliate’s web page(s) related to the Swiss market.
The Company reserves the right to terminate this Agreement immediately should the Company become aware of the Affiliate taking part in or benefiting from traffic which may, at the sole discretion of the Company, be deemed as posing a threat to the image and/or normal operation of the Company in the provision of services. In addition, the assertion of damages by the Company remains reserved in any case.
The Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam. Any form of Spam will result in the Affiliate’s account being placed under review and all funds due to the Affiliate being withheld pending an investigation. If the Company incurs expenses and/or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers, these same expenses and/or damages will be deducted from the Affiliate’s account. If this occurs, the amount of such expenses and/or damages as determined by the Company will be deemed fair and final and acceptable to the Affiliate. Should these expenses and/or damages not be covered by the funds in the Affiliate’s account, the Company has the right to investigate other alternative means for obtaining payment.
Article 8 – Use of Marketing Material
Upon activation of the Affiliate’s account, the Affiliate shall be provided access to Marketing Material via the Company’s website, newsletters, and Affiliate Managers.
Without transgressing other obligations in terms of this Agreement, the Affiliate agrees to:
A decision as to whether or not the Affiliate is complying with its responsibilities in terms of the use of the Marketing Material is left to the sole discretion of the Company. The Company’s decision in this regard will be final and binding on the Affiliate. Where deemed necessary, the Affiliate will take all action as required by the Company or its Affiliate Program to remedy the situation. The Affiliate’s failure to comply with its responsibilities will entitle the Company to terminate the Agreement with immediate effect, without prejudice to the Company’s right to claim additional damages.
The Affiliate may design Marketing Material on behalf of the Company, for the sole purpose of directing Players to the Company’s website, but subject to the following terms and conditions:
Article 9 – IT Security
The Affiliate undertakes to scrupulously observe the Information Security Management System ("ISMS") implemented by the Company, in particular the attached IT Charter, which forms an integral part of the Agreement. In case of doubt as to the behaviour to adopt in this area, the Affiliate undertakes to spontaneously consult the ISMS or the Information Systems Security Manager (ISSC).
Article 10 – Confidentality
The Affiliate may have access to trade and business secrets and other sensitive information. All trade and business secrets and other sensitive information, including customer data, technical, organizational and financial data and any other information related directly or indirectly to the Company’s business or the business of its customers, which are disclosed to the Affiliate by the Company or one of its employees or otherwise come to the knowledge of the Affiliate during the course of its work, shall be treated as Confidential Information.
Each Party shall not use or disclose to any person any Confidential Information relating to the other Party/ies which it has or acquires.
The above content does not apply to:
Affiliate shall not make any public announcements in respect of this Agreement without Company’s prior written consent.
The Affiliate’s obligations with respect to Confidential Information shall survive the termination of this Agreement.
Article 11 – Data Protection, Tracking and Cookies
When a customer clicks on a link or banner on the affiliate's website, this means that a unique tracking code, ensures that this customer is connected only to the specific affiliate account. We use a last-click cookie that is valid for 45 days. For more detailed information about this, the affiliate can get more information from the Affiliate Manager.
Article 12 – Proprietary rights
If the Affiliate delivers or is required to deliver to the Company any work product in connection with the Services, including deliverables, concepts, works, materials, inventions, information, know-how, drawings, designs, programs, or software (collectively, “Work Product”), then the Parties acknowledge and agree that ownership of the Work Product and all associated Intellectual Property Rights in such work product shall vest in the Company (“Proprietary Rights”) on an exclusive basis throughout the world in perpetuity. The Company shall at all times has the right at Company’s sole and absolute discretion to decide whether how and when to use, discontinue using, or recommence the use of the Work Product.
To the extent that any such Work Product or Proprietary Rights are not owned by the Affiliate, the Affiliate hereby grants or hereby undertakes to immediately procure the grant to the Company of a non-exclusive, perpetual and irrevocable, royalty-free, worldwide licence (with the right to sub license) to use any and all Work Product and Proprietary Rights.
The Affiliate acknowledges it has no rights in the Products and/or any material supplied by the Company to the Affiliate which shall only be used in connexion and for the execution of this Agreement by the Affiliate.
For the avoidance of doubt, the Affiliate also acknowledges that the Company shall be the sole owner of any rights and property attached and related to the Products.
Neither Party may use the other Party’s Marks or Brands without prior written agreement. Accordingly, neither Party shall refer publicly to the other, orally or in writing, as a customer/vendor of the latter in connection with the Services, unless it is authorised by the other Party. In such case, the aforementioned reference shall be made solely in connection with the Services provided hereunder and only for so long as this Agreement remains in effect. Once the authorization is granted, when using the other Party’s Brands, each Party shall avoid any activity or public information which could damage or negatively affect the other Party’s image and reputation. Each Party expressly acknowledges that it does not acquire any property or right over said Brands and undertakes not to do anything that could interfere or question the ownership of the other Party in relation to its Brands or any other element of its industrial property.
Article 13 – Termination
Either Party has the right to terminate this Agreement at any time without cause with one (1) month written notice.
This Agreement can be terminated with immediate effect by the Company at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.
Notice of termination shall be given in writing by either Party to the other Party. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
Upon termination all rights granted to the Affiliate in any form in terms of this Agreement shall immediately terminate, regardless of whether or not the Company continues to permit activity (generation of revenue) from Players directed by the Affiliate after the termination. The Affiliate must immediately remove any reference to the Company or Promotions or Player Offers from its website/s and disable any form/s of traffic or links from its website/s or traffic sources to same.
Upon termination, due to breach of this Agreement, the Affiliate shall not be entitled to receive a CPA Payment/s for the current month in which Termination occurred, or for any subsequent month/s after Termination Date, regardless of whether or not the Company continues to permit activity (generation of revenue) from Players directed by the Affiliate after the termination.
If the Company continues to permit activity (generation of revenue) from Players 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.
The Affiliate, the Company, its electronic cash provider, suppliers, contractors, agents, directors, 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 which occurred prior to termination.
The Company may terminate this Agreement if it is determined at the Company’s sole discretion that the Affiliate’s website(s) is unsuitable. Unsuitable websites are, deemed to be, but not limited to, all websites that are aimed at children, excluded or banned people, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, such as access to illegal gambling sites or offers in Switzerland, or are otherwise considered by the Company to bring the Company into disrepute, or prejudice the interests of the Company in any way.
In the event of Fraudulent Activity from an Affiliate, or any other direct or indirect act or suspected Fraudulent Activity, the Company reserve the right to: (i) withhold the Affiliate's payments; (ii) close the Affiliate's account; and/or (iii) terminate this Agreement immediately upon notice to you, without prejudice to our other rights and remedies under this Agreement and under applicable law.
Article 14 – Warranties and Liability
Affiliate warrants that:
Affiliate hereby acknowledges, warrants and undertakes to defend, hold harmless and indemnify Company on demand to the fullest extent permitted by law, from and against any allegation, demand, claim, action, suit or proceeding and any loss, damage, settlement, cost, expense and any other liability (including legal costs and disbursements), which it incurs directly or indirectly arising from any negligent, reckless or willful act, omission or misconduct of the Affiliate or any breach of this Agreement.
Affiliate shall defend, indemnify, and hold the Company and its electronic cash providers, suppliers, contractors, agents, directors, 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:
In addition, the Affiliate will indemnify and hold the Company harmless from all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of the Affiliate’s website(s).
The Company makes no express or implied warranties or representations with respect to the Affiliate Program or the CPA 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, the Company makes no representation that the operation of its website (including service and tracking) will be uninterrupted or error-free. The Company will not be liable for the consequences of any such interruptions or errors.
Article 15 – General
Assignment. Affiliate will not assign or transfer any part or all of this Agreement or any right or obligation without Company’s prior written consent.
Collaboration. The Affiliate acknowledge that Company’s partners may be required to comply with information reporting and other obligation established by relevant authorities, including but not limited to the Federal Gaming Board. In these cases, the Affiliate agree to promptly collaborate and provide to the Company with the information requested or procure such information for the Company and/or assist the Company to the extent required to ascertain such information.
Force Majeure. Neither Party shall be liable to the other Parties for any delay or failure in the performance of any of its obligations pursuant to this Agreement to the extent that the same results from a Force Majeure Event. Parties’ obligations (including any payment obligations) will be suspended for the duration of the Force Majeure Event. If the Force Majeure Event continues for more than one (1) month then either Party may by notice in writing to the other Party/ies, terminate the Agreement such notice to take effect immediately.
Independent suppliers. Nothing in this Agreement shall be deemed to constitute a partnership or any employment relationship between the Company and the Affiliate. The Affiliate is solely responsible for payment of any and all taxes and/or fees that may arise in connection with the CPA Payment earned under this Agreement. The Affiliate warrants that it will pay any such applicable taxes and/or fees and the Affiliate shall keep the Company harmless from any claims.
Subcontracting. Company consent that Affiliate may subcontract part of the Services or delegate some of its obligations under this Agreement. The Affiliate will ensure that any such sub-supplier is bound to perform the Services and otherwise act in accordance with the terms of this Agreement. Notwithstanding the existence or terms of any subcontract, Affiliate shall remain fully responsible and liable for the full performance of the Services and for its sub-suppliers’ acts and omissions as if they were acts and omission of the Affiliate and shall ensure compliance with the terms of this Agreement by each sub-supplier.
Survival. The clauses of this Agreement which expressly or by implication are intended to survive termination will do so and will continue to be binding without limit in time. If one of these clauses is considered to be null and void or illegal or another such clause is not applicable, it will not affect or cancel any other clauses of this Agreement. If certain clause become inapplicable or illegal, such clauses would be inapplicable only in this specific case. Under no circumstances would the invalidity of a clause abolish the remaining clauses of this Agreement.
Validity. To be valid, any amendment to this Agreement must be made in writing, dated and signed by the Parties.
Article 16 – Applicable law and Litigation
This Agreement shall be governed by Swiss law. Any dispute relating to this Agreement and/or any Addendum shall be subject to the exclusive jurisdiction of the Courts of the Canton of Geneva, Switzerland.
This Code of Ethics is intended to set out rules of conduct applicable to the Pasino.ch Affiliate Programme.
In general, affiliate communication shall in no way include the following:
It is also important to consider the following points: