TERMS AND CONDITIONS

01.07.2021

Definitions

Admin Fee; Defined as: The value of Jackpot contributions, Royalty Fees, Payment Fees, Platform costs and operating costs.

Agreement; means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structure applicable to the different products, (iii) the General Terms and Conditions (iv) any other rules and/or guidelines of the Company and/or the Operator Websites made known to the Affiliate from time to time.

Affiliate; means you, the person or entity who applies to participate in the Affiliate Program.

Affiliate Application; means the application below whereby the Affiliate applies to participate in the Affiliate Program.

Affiliate Program; means the collaboration between the Company and the Affiliate.

Affiliate Services: the advertising and promotional services performed by the Affiliate under this Contract.

Commission; the percentage of the Net Revenue as set out in the Commission Structure.

Commission Structure; the commission structure contained under Clause 7 or any specific commission structure agreed in writing between the Company and the Affiliate.

Company; means ML Entertainment Casino Ltd, a company incorporated in Malta, with its registered address Level 4B, Ta Xbiex Business Centre, Triq Testaferrata, Ta' Xbiex XBX1403, Malta. Company registration number: C87994. the name of casino and lottery licenses and license numbers.

Confidential Information; any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Operators Websites, technology, marketing plans and manners of operation.

General Terms and Conditions; the general terms and conditions which can be found on the brand website. Intellectual Property Rights include any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, confidential information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.

Links; internet hyperlinks from the Affiliate Website(s) to the Operators Websites.

Net Revenue; All Player bets minus All Player winnings minus Player bonuses minus Taxes minus Admin fee. We apply tax in these countries; Germany Turnover Tax, Ireland 23%, Malta 5%.

New Customer; a new first time customer to the Operator Website(s) by the Affiliate Website(s) having made a first deposit amounting to at least the applicable minimum deposit at the Operator Websites in the Operator Websites betting account in accordance with the applicable terms and conditions of the Operator Websites, but excluding the Affiliate, its employees, relatives and/or friends.

Operators; MegaRush, a company incorporated in Malta, with its registered address Level 4B, Ta Xbiex Business Centre, Triq Testaferrata, Ta' Xbiex XBX1403, Malta. Company registration number: C87994.

Operators Websites; the online gaming websites operated and/or managed by the Operators

Parties; the Company and the Affiliate (each a Party).

1. PURPOSE

1.1 This Agreement governs the terms and conditions between the Affiliate and the Company which are related to the Affiliate Program. 

1.2 The Company is in the business of offering marketing, logistical and general support services in connection with the Operators business operations. The Company has entered into an agreement with the Operators, which are licensed by the Malta Gaming Authority. The Company operates the MegaRush Affiliate Program.

2. APPLICATION AND APPOINTMENT AS AN AFFILIATE

2.1 The Affiliate shall apply to join the Affiliate Program by completing the registration form on the website. 

2.2 Completion and submission of the registration form shall signify the Affiliate’s acceptance of these Terms and Conditions. 

2.3 The information provided by the Affiliate shall be complete and shall include the website address/es or other details of the Affiliate Website. 

3. AFFILIATE QUALIFYING CONDITIONS

3.1 All information provided by the Affiliate during the Application should be valid and truthful.

3.2 The Affiliate is aged 18 or over (or any other higher age restrictions that may apply to different jurisdictions). 

3.3 The Affiliate is competent and duly authorized to enter into legally binding agreements.

3.4 The Affiliate will comply with all applicable rules and regulations in correlation with the promotions.

3.5. The Affiliate fully understands and accepts the terms of this Agreement and General Terms and conditions.

4 COMPANY’S RIGHTS & OBLIGATIONS

4.1 The Company reserves the right to refuse and/or cancel an Affiliate Application or terminate an Affiliate at any time.

4.2 The Company shall provide the Affiliate with required information and marketing material necessary for the promotion of the Affiliate Program.

4.3 The Company shall administer the turnover generated via the tracking links, record the net revenues and the total amount of payable to the Affiliate, whilst further providing the Affiliate with relevant player statistics. 

4.4 The Company reserves the right to refuse the registration of any New Customers, suspend or close their accounts if deemed necessary. This will be at the Company's sole discretion in order to comply with any requirements it considers mandatory.

4.5 The Company shall pay the Affiliate the payment according to the accumulated earnings as calculated pursuant to Section 7. 

4.6 The Company may monitor the Affiliate Website(s) in order to ensure the Affiliate’s compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably requested in order to perform such monitoring.

5. AFFILIATE WARRANTY AND OBLIGATIONS

5.1 The Affiliate hereby warrants:

A) to use its best efforts to advertise, market and promote the Company as widely as possible and with good business ethics in order to maximize the Parties benefits.

B) to market and refer potential customers at its own risk, cost and expense. Affiliate's marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement.

C) to only use approved marketing material provided by the Company. All marketing material shall not be amended or altered without the prior written consent of the Company.

D) to, at all times, abide by all the relevant advertising and/or marketing rules, legislation and guidelines issued by the competent authority of the country in which the Affiliate intends to advertise, market and promote the Company, as well as the Malta Gaming Authority as prescribed within the licence requirements.

E) to use only links provided within the scope of this Agreement. The Affiliate is responsible for checking the correct functioning and implementation of any tracking codes and links provided.

5.2 The Affiliate warrants, undertakes and represents that he/she will not:

A) intend to be involved in any act or traffic that that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering activities.

B) perform any act which is libelous, discriminatory, obscene, immoral, unlawful or otherwise unsuitable or which contains sexually explicit, obscene or graphically violent material. The Affiliate shall not advertise (or cause to be advertised) the Company’s Website on any sites which may, in any manner, be considered to be obscene, immoral, unsuitable or are otherwise black-listed. 

C) present its own websites in any way that might evoke any risk of confusion with the Company and/or convey the impression that the Affiliate Websites are partly or fully originated by the Company.

D) allow the targeting of any jurisdiction where gambling and/or the promotion thereof is unlawful and/or illegal. The Affiliate shall not be eligible for any commission earned in illegal jurisdiction.

E) send spam or unsolicited mail. All email and sms marketing has to be fully compliant and always include the “unsubscribe” option. In the event the Company receives any complaints from Customers about spam, the Affiliate may be required by the Company to provide proof that the opt-in function has been provided to the Customer. Without prejudice, the Company reserves the right to freeze the Affiliates account as provided under clause 7.4.G of this agreement.

F) register as a player or making deposits directly or indirectly to any player account through his tracker(s) for his/her/its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the amounts payable, or to otherwise defraud the Company. Any form of incentivized traffic is strictly forbidden.

G) promote the Company through Popups, pop-unders and cookie dropping. If you have media sources/websites that do not contain libelous, discriminatory, obscene, unlawful or otherwise unsuitable material and you are planning pop ads campaigns, pre-approval from the affiliate team is required in all cases.

H) to purchase or register keywords, search terms or other identifiers for use in any search engine advertising, portal, sponsored advertising service which are identical or similar to any of the Operator Websites and trademarks, trade names or otherwise, including the word “MegaRush” or variations thereof. The Affiliate is required to add negative keywords when using paid online advertising. The following keywords and their variations must be added as negative keywords: “MegaRush” “MegaRush Offers” “MegaRush Welcome Bonus”.

I) to use any of the Operators Websites’ trademarks, trade names or otherwise include the terms “MegaRush” or variations that are confusingly similar, in affiliate URLs. Brand names may not be used in a derivative URL or subdomain.

J) create any applications or internet pages falsely representing the Company in any way, shape or form on any social media channels.

K) to share nor allow to use his/her private login details for the Affiliate Program with anyone else.

5.3 The Affiliate acknowledges and agrees that the New User(s) and the customer database shall belong to the Company and warrants that throughout the term of this Agreement and following termination the Affiliate shall not have access to the Company’s customer database.

5.4 The Company reserves the right to request the Affiliate to immediately remove any promotional material which may be brought to its attention and which it deems, in its sole absolute discretion, to be in breach of any relevant advertising and/or marketing rules.

6. RELATIONSHIP OF PARTIES

6.1 The Affiliate and the Company are independent companies and 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 Company’s behalf.

7. COMMISSION AND PAYMENT

7.1 REVENUE SHARE PLAN:

A) The Company shall pay the Affiliate a Revenue Share based on the Revenue generated from New Customers referred by the Affiliate. New customers are customers with no previous activity with the Company and who registered on the Operator Website.

B) Details of the commission structure can be found on the Affiliate Program website.

C) If the balance due is less than the minimum threshold, it shall be carried over to the following calendar month and shall be payable when the accrued balance exceeds the stipulated minimum threshold. These are tracked through the third party affiliate software.

7.2 CPA PAYMENT PLAN

A) In accordance with the CPA payment plan, an Affiliate will receive a one-off payment for every new depositing customer.

B) The Company reserves the right to determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts.

C) Any activity considered fraudulent or any suspicion of fraud is considered non-compliant. The Company reserves the right to terminate the Affiliate’s participation in the program with immediate effect. 

D) The Company reserves the right to change the CPA Deal at any time. The Affiliate will be informed about this change immediately.

E) Unless agreed otherwise between the Parties in writing, the first fifty (50) Referred Players under the CPA Deal are to be seen as a test phase in which MegaRush will asses the quality of the Referred Players. After the test phase has been completed, the Company shall, in its sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts.

7.3 PAYMENT

A) The commission is calculated on a monthly basis and is paid within 15 days of the end of the calendar month in which the Commission was accrued and invoiced. Minimum threshold is applied and the commissions under the threshold will be paid when the minimum threshold is exceeded.

B) The Company shall not be liable for delayed payments due to any unforeseen reasons. 

C) In case of any discrepancies in the commission calculations and all payout the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

D) Any chargebacks will be deducted from future payments to the Affiliate.

E) The Company does not pay for duplicate players i.e. a Customer who already exists within the database.

F) In case of fraud, non-compliance or suspected fraud the Company reserves the right to terminate the agreement with immediate effect and withhold any commission accumulated on Affiliate’s Account. 

G) The minimum payment treshold is 300€. In case your monthly earning balance does not trigger this amount it will be carried over to the following month. Furthermore all invoices must be sent in the € currency.

7.4 DORMANT / INACTIVE ACCOUNTS

A) MegaRush encourages an active affiliate program and for the benefit of all parties MegaRush reserves the right to review and take action on any partners that have been inactive for more than 12 months.

B) At any time where three (3) calendar months have passed without the Affiliate directing at least one First Time Depositor to the Site, the respective ML Entertainment Party shall be entitled, in its discretion to prospectively adjust the rate of the Affiliate Remuneration. The Affiliate will be given 24 hours notice before this change applies.

C) If the Affiliate account is unused for withdrawals, or is otherwise inactive (such inactivity may include, for example, the Affiliate not logging into his/her account), for a period of at least six (6) months, it will be deemed an “Inactive Account”. The respective ML Entertainment Party shall notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted if the Affiliate does not reactivate its account.

D) In the event an Inactive Account Notice is sent to the Affiliate, the respective ML Entertainment Party shall be entitled to retain fifty percent (50%) of the total balance remaining on the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Following such retention, the Affiliate’s account will be closed and this Agreement will be terminated.

E) Any unclaimed affiliate payments shall be written off within twelve (12) months from when such amount becomes due. 

8. LIABILITIES AND INDEMNIFICATION

8.1 The Affiliate agrees to defend, indemnify and hold The Company and its successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims, fines and liabilities, including reasonable legal and expert fees, related to or arising from:

  • any breach of Affiliate’s representations, warranties or obligations under this Agreement

  • Affiliate’s use (or misuse) of the marketing material and the group’s Intellectual Property Rights;

  • all conduct and activities occurring under Affiliate’s user ID and password;

  • any defamatory, libelous or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data;

  • any claim or contention that the Affiliate Website(s) or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of data protection, privacy or publicity;

  • third party access or use of the Affiliate Website(s) or the Affiliate’s information and data;

  • any claim related to Affiliate Website(s) or the Links; and

  • any violation of this Agreement or any applicable laws, including Data Protection Legislation.

8.2 Affiliate performance is tracked through a 3rd party software. The Company cannot be held responsible for any issues regarding the performance of the software.

9. TERMS AND TERMINATION

9.1 The term of this Agreement will commence on the date of approval by The Company of the Affiliate registration in accordance with Clause 2 and shall continue until terminated on notice by either Party.

9.2 Either party may terminate the Agreement at any time. Any non-compliant, illegal, unethical or breaching activity will result in immediate termination without any notice. 

9.3 This Agreement may also be terminated if either party is declared bankrupt or insolvent by court order or if any bankruptcy or insolvency proceedings are commenced against the other party or in the event of any similar situation indicating that the other party becomes insolvent.

9.4 The Parties hereby agree that on termination of this Agreement

(A) the Affiliate must remove all references to the Company website from all Affiliate activity;

(B) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any Intellectual Property Rights vested in the Company and the Company website;

(C) the Affiliate will only be entitled to Payment up to the date of termination subject to payment clauses;

(D) caused by non-compliant activity may result in withholding any commission as a compensation for damages resulting from such activity;

(E) the Affiliate must return to the Company any and all Confidential Information (and delete originals, all copies and derivations thereof) in the Affiliate's possession, custody and control;

(F) the clauses 10, 11 and 12 remain in full effect. 

10. DATA PROTECTION

10.1 The Parties hereby declare and agree that each shall independently be responsible to comply with the GDPR when processing personal data, provided that when the Affiliate is processing personal data on behalf of the Company it shall comply with GDPR rules and requirements.

10.2 Each Party notifies the other that personal data (as defined by the GDPR) pertaining to the other or to the other Party’s employees (if any) may be collected and shall be utilized solely in the context of, and only when necessary, for the performance of this Agreement or in the pursuance of any legal obligation or legitimate interest.

10.3 Your data will be stored for the duration of the contract and following the termination of the Agreement, your data will be stored in line with the requirements laid down by the applicable laws and in order to establish, defend and/or exercise legal claims.

10.4 The Affiliate shall only use customer data provided by the Company, none of which is personally identifiable information nor in breach of the GDPR. 

10.5 The Affiliate shall be responsible to and shall inform any users that tracking technology will be installed on the users’ device when the user clicks on the Links and provide the user with an option to reject such installation.

11 CONFIDENTIALITY

11.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially. Such information must not be used for any activity outside the purpose of this Agreement.

12. INTELLECTUAL PROPERTY

12.1 Nothing contained in this Agreement will grant either party any right, title to or interest in the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this agreement shall constitute any license, assignment, transfer or any other right to any intellectual property rights. It is understood that the Affiliate only has a right of use of the approved marketing materials provided by the Company.

12.2 All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate.

12.3 At no time during or after the term of this Agreement shall a Party attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.

12.4 The Company grants to the Affiliate a non-exclusive, revocable, royalty-free license to use the Company Materials for the duration of this Contract solely for the purposes of performing the Affiliate Services. Except as provided in this Contract or by law, the Affiliate shall not be permitted to copy, modify or reverse engineer the company materials.

12.5 The Licensed IP may not be sub-licensed, assigned or otherwise transferred by the Affiliate to any third party without The Company’s prior written permission.

13. GOVERNING LAW & JURISDICTION

The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection with this Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. The Parties irrevocably submit to the exclusive jurisdiction of Maltese courts over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability. The language of the proceedings shall be English unless otherwise agreed between the disputing Parties.

14. CHANGES TO THIS AGREEMENT 

The Company reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, a written notice of the amendments will be sent to the Affiliate’s registered email address and such notice will be deemed to be served once sent by the Company. The Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.

15. NON-WAIVER

Company’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Company’s right to subsequently enforce such provision or any other provision of this Agreement.

16. SEVERABILITY/WAIVER

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.

17. FORCE MAJEURE 

Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to, labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented, provided that when the force majeure event ceases, such non-performing Party shall inform the other and resume its obligations pursuant to this Agreement.

18. HIGH ROLLER POLICY

18.1 If the aggregate Net Revenue for the Affiliate, in that month, for a Merchant Brand is negative €10,000 or greater, then the High-Roller policy as set out hereunder, will apply.

18.2 The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller.

18.3 The negative balance carried forward can not be greater than the total aggregate negative Net Revenue for that particular Brand on the Affiliate Account for that month.

18.4 The negative balance of a High-Roller will be reduced by future positive Net Revenue that they generate in sub-sequent months.

18.5 A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.

19. MISCELLANEOUS

19.1 In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail.

19.2 Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.

19.3 Any notice given or made under this Agreement to the Company shall be sent by email to affiliates@megarush.com. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.

19.4 Unless otherwise expressly agreed, this Agreement shall constitute the entire agreement and understanding superseding any agreement between the parties. In case of conflict between this Agreement and any other agreements entered into between the Company and the Affiliate, the contents of this Agreement shall prevail. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.

19.5 The Affiliate is to be aware that any operation from its end which runs counter to this Agreement may result in consequences for the Affiliate itself, for the company, or for both Parties, including without limitation, fines, penalties, breaches of license conditions and ability to do business, as well as potential civil and criminal action against the Affiliate or company by the respective authorities. 

19.6 It is the Affiliate's duty to review this Agreement periodically to ensure familiarity with its most current version.

DEFINITIONS: 

By completing the Affiliate application to the Affiliate Program and clicking I have read and agree to the affiliate terms and conditions (the terms) within the registration form, you (hereinafter the Affiliate) hereby agree to participate in the affiliate program and abide by all the terms and conditions set out in this agreement. The Company reserves the right to amend, alter, delete or extend any provisions of this agreement, at any time and at its sole discretion, without giving any advance notice to the affiliate subject to the terms set out in this agreement.You shall be obliged to continuously comply with the terms of this agreement, the general terms and conditions and privacy policies of the website www.megarush.com, (also referred to as the Operators website), as well as with any other rules and/or guidelines brought forward from time to time. An agreement between The Company and the Affiliate shall be coming into effect on the date when the affiliate application is approved in writing by the Company.