The below is an agreement between Mozzartbet Malta Limited, a company incorporated in Malta, with registration number C 83980 with its registered address at MozzartBet Malta Limited 23, Office 2, Triq Giuseppe Calleja MSD 2270, Swatar, Msida Malta “MOZZART”, “us” or “we”) and you (“you” or the “Affiliate”) which regulates the relationship between you and us (the “Affiliate Agreement”). Please read the Affiliate Agreement carefully to ensure you understand your rights and obligations and the repercussions for you should you breach the Affiliate Agreement.
BY REGISTERING FOR THE AFFILIATE PROGRAM, AND/OR BY ACCESSING AND UTILIZING ANY OF OUR MARKETING TOOLS OR ACCEPTING ANY REWARD, BONUS OR COMMISSION, WHETHER CONTAINED IN THE AFFILIATE AGREEMENT OR ELSEWHERE AS A PART OF OUR AFFILIATE PROGRAM, YOU HAVE WILL BE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO THE AFFILIATE AGREEMENT.
The terms and conditions have been amended as of 1st February 2021 and will apply to any unbilled amounts thereof. For the avoidance of doubt, these amended terms and conditions will take effect from the first day of any unbilled calendar month as of 1st February 2021 (“Effective Date“) and by continuing with the Affiliate Program past this date you agree to be bound by this Affiliate Agreement as from the Effective Date.
1.1 “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.
1.2 “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by MOZZART.
1.4 “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.
1.5 “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other any third party website to MOZZART Websites.
1.6 “Affiliate Program” means the collaboration between MOZZART and the Affiliate whereby the Affiliate will promote MOZZART’s websites and create the Affiliate Links from the Affiliate Website(s) to MOZZART’s websites and thereby be paid a commission as defined under the Affiliate Agreement depending on the traffic generated to the MOZZART’s websites subject to the terms and conditions of the Affiliate Agreement and to the applicable product-specific Commission Structure.
1.7 “Affiliate Wallet” means an online wallet in the name of the Affiliate into which MOZZART pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement;
1.8 “Affiliate Website(s)” means any website on the world wide web which is maintained, operated or otherwise controlled by the Affiliate.
1.9 “Applicable data privacy laws” means all applicable data protection and privacy legislation in force from time to time, including without limitation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), guidance and codes of practice issued by the relevant data protection authorities, and all other legislation and regulatory requirements in force from time to time which are legally binding on either party in relation to the processing of personal data under this Affiliate Agreement.
1.10 “MOZZART Websites” means the website with domain names: Mozzart.com, Mozzart.bet & Mozzartaffiliates.com. Additional domains may be added to the Affiliate Program by MOZZART in the future.
1.11 “Commission” means the percentage of the Net Revenue as set out in the Commission Structures for each particular product.
1.12 “Commission Structures” means the commission structures or any specific commission structure expressly agreed between MOZZART and the Affiliate.
1.13 “Confidential Information” means any information of commercial or essential value relating to MOZZART 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 MOZZART Websites, technology, marketing plans and manners of operation, etc.
1.14 “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, utility brands, and registrations of the aforesaid and/or any other similar rights of this nature.
1.15 “Net Revenue” means: (I) in relation to the MOZZART Websites and sportsbook, casino, Lotto and Virtual games: all money received by MOZZART from New Customers in relation to placed bets/casino activities and Total Revenue less (a) money paid out to New Customers as winnings, (b) bonus (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes and (g) less/add jackpot changes and (II) all money received from New Customers in relation to real money stakes less (a) real money wins, (b) administration fee, (c) paid bonuses, (d) transaction costs & chargebacks, (e) applicable gambling taxes and VAT. For the sake of clarity and the avoidance of doubt, all Net Revenue amounts referred to above in 1.16 (I) are only in relation to amounts generated from New Customers referred to MOZZART Websites by the Affiliate and under the terms of Affiliate Agreement whereas all Net Revenue amounts referred to above in 1.16 (II) are only in relation to amounts generated from New Customers by the Affiliate and under the terms of Affiliate Agreement.
1.16 “New Customer” means a new first-time customer of MOZZART having made a first deposit amounting to at least the applicable minimum deposit at MOZZART Websites’ betting account in accordance with the applicable terms and conditions of MOZZART Websites’, but excluding the Affiliate, its employees, relatives and/or friends.
1.17 “Parties” means respectively MOZZART and the Affiliate (each a “Party”).
1.18 “Personal Data” means any personal information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all personal information in relation to New Customers and/or Affiliates.
2. Your Obligations:
2.1 Registering as an Affiliate. It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up to date at all times. To become a member of our Affiliate Program you must accept all of the Terms and Conditions by ticking the box indicating your acceptance and completing and submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement. We will, at our sole discretion, determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful. You will provide any documentation required by MOZZART to verify the Affiliate Application and / or to verify the Affiliate Account information provided to MOZZART at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.
2.1.1 Additional verification checks. Without prejudice to the validation process to be carried out in accordance with clause 2.1 above, MOZZART may, at its sole discretion, conduct further verification checks at any time during the term of the Affiliate Agreement and require additional documentation from the Affiliate. In particular, upon request, you will provide – within thirty (30) days of receipt of such request – a copy of a valid identity document together with a proof of address (e.g. utility bill or bank statement) or, in case of a legal entity, a copy of the act of incorporation together with the memorandum & articles of association as well as any other document that may be considered necessary at MOZZART’s discretion. In the event the Affiliate fails to the submit information or documents, in addition to the remedies set forth in clause 5.1, MOZZART reserves the right – with respect to the relevant target country and until the requested information or documentation is fully provided – to not consider, during the intervening time, the customers directed to MOZZART’s Websites as valid New Customers under terms of the Affiliate Agreement and to temporarily withhold them from the Affiliate Account. In such case the Affiliate shall not be entitled to claim any potential commission that might have otherwise accrued in relation to the target country and the suspended New Customers during the intervening time.
2.2 Affiliate log in details. It is your sole obligation and responsibility to ensure that (and to put in place all necessary measures to ensure that) your log of details for your Affiliate Account is kept confidential, safe and secure at all times. Any unauthorized use of your Affiliate Account resulting from your failure to adequately secure log of your information shall be your sole responsibility and you remain solely responsible and liable for all activity and conduct occurring under your Affiliate Account user ID and password irrelevant of the fact whether such activity and / or conduct was undertaken by you or not. It is your obligation to inform us immediately if you suspect any illegal or unauthorized use of your Affiliate Account. As your log of details is confidential, we do not have access to this information and cannot provide you with such information in case of its loss.
2.3 Affiliate‘s activities. By agreeing to participate in the Affiliate Program, you shall actively and effectively advertise, market and promote the MOZZART’s Websites in accordance with the provisions of the Affiliate Agreement and MOZZART’s instructions, as served from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in MOZZART’s best interest and will in no way harm MOZZART’s reputation or goodwill. You shall establish functional links to the MOZZART’s Websites using the Affiliate Links or other respective materials as MOZZART may from time to time approve. This is the only method by which you may advertise MOZZART’s Websites on our behalf. MOZZART reserves the right to suspend any Affiliate that has not accessed their Affiliate Account for a period of 24 months. The Affiliate will be given 2 weeks written notice prior to the account being suspended. Should any Affiliate wish to re-open their suspended account, they may submit such request to MOZZART by contacting MOZZART via email at email@example.com.
2.3.1 MOZZART reserves the right to suspend any Affiliate Account that does not respond to correspondence sent by MOZZART to the relevant address indicated in Affiliate’s registered account contact details section within 3 months of the initial correspondence, with the exception of matters related to due diligence and/or compliance.
2.4 Valid traffic and good faith. You will not generate traffic to the MOZZART’s Websites by registering as a New Customer whether directly or indirectly (for example by using associates, consultants, subcontractors, employees, advisers, family members or any other third parties). Such behavior shall be deemed as fraud. You will also not attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage. Where you have any reasonable suspicion that any New Customer referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify MOZZART of the same. You hereby recognize that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of Affiliate-related fraud (whether notified by you or later discovered by us) does not constitute a valid New Customer under the Affiliate Agreement (and thereby no Commission shall be payable by MOZZART in relation to such New Customers).
2.5 Affiliate Website. You will be solely responsible for the development, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all the applicable laws and appears, runs and functions as a professional website, especially within the terms of applicable standards and business practice in the industry. You will not present and run the Affiliate Website in such a way so that the Affiliate Website may cause confusion with the MOZZART’s Websites and / or MOZZART in general or so that it may give the impression that it is owned or operated by MOZZART. The Affiliate Website will not contain any defamatory, libelous, discriminatory, obscene, unlawful ( this including the content for which the Affiliate does not have permission from any third-party rights’ owner or licensee to use, for example, illegal streaming) or otherwise unsuitable content (including, but not limited to: sexually explicit material which is not in line with legal or acceptable standards, violent, obscene, derogatory or pornographic materials or content which would be illegal in target country).
2.6 Affiliate Program. The Affiliate Program is intended for your direct participation and is intended of professional website publishers. You shall not open Affiliate Accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not allowed by MOZZART. Affiliates wishing to transfer an Account to another beneficial Account owner must request permission to do so by contacting MOZZART. Approval is solely at MOZZART’s discretion. You shall not open more than one Affiliate Account without MOZZART’s prior written consent.
2.7 Affiliate Links. The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate’s Website and if you display or make accessible to visitors to the Affiliate Websites descriptive information regarding any vendors whose banners are displayed on the Affiliates Website you shall, subject to MOZZART’s prior written approval of the content thereof, include similar descriptive information regarding the applicable MOZZART’s Websites. You will only use Affiliate Links provided by MOZZART within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to MOZZART’s Websites) is also prohibited.
2.8 Unsuitable websites. You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property Rights (or in any other way link to or drive traffic to any MOZZART Website) on any unsuitable websites (whether owned by you or any other third party). Unsuitable websites include, but are not limited to, those that: are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or of MOZZART or breach any relevant advertising regulations or codes of practice in any territory or any jurisdiction where such Affiliate Links or digital advertisements may be featured.
2.9 Direct Marketing. Affiliate is an independent data controller solely responsible for its own actions toward its customers. Therefore, Affiliate will have to comply to all applicable data privacy laws toward its customers. If sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which (i) include any of MOZZART’s Intellectual Property Rights; or (ii) otherwise intend to promote MOZZART’s Websites, you must first have permission to send such direct marketing communications from MOZZART. If such permission is granted by MOZZART you must then ensure you have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. You must also make it clear, so that no confusion is caused (in regards to the sender of such communication) to the recipient that all marketing communications are sent from you and are not MOZZART acting on behalf of MOZZART. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of such direct marketing communications, you shall be responsible for ensuring such third parties comply with the requirements of this clause 2.9.
2.10 Use of MOZZART Intellectual Property Rights. Any use of MOZZART’s Intellectual Property Rights must be in accordance with any brand or Intellectual Property guidelines issued to you from time to time or communicated to you notwithstanding the form of communication and are always subject to the approval required in Clause 2.11 below. You will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service which are identical or similar to any of the MOZZART trademarks or otherwise include the MOZZART trademarks or variations thereof, or include metatag keywords on the Affiliate Website which are identical or similar to any of the MOZZART trademarks. You will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of any member of MOZZART group, or any other name that could be understood to designate MOZZART or any MOZZART brand.
2.11 Approved creative. You will not use any advertising layout or creative, including banners, images, logos and/or any material containing incorporating or in any way utilizing MOZZART’s Intellectual Property Rights unless such advertising material has been provided to you by MOZZART and (where creative / advertising layouts are created by you) you obtain prior written approval of MOZZART in relation to each and every advertising material. You will not alter the appearance of any advertising material which has been provided to you or for which such approval has been granted by MOZZART. It is your responsibility to seek approval from MOZZART before release or launch of any advertising campaign or material and to ensure you have written approval from MOZZART in relation to each and every advertising material and to be able to evidence such approval upon request.
2.12 Loyalty programs. You will not offer any rake-back / cash-back/ value-back or similar programs, apart from programs offered on the MOZZART Websites.
2.13 Compliance with laws. You have the obligation to be compliant with all relevant laws during the full duration of our cooperation. This includes, but not limited to:
- You must ensure that you are compliant with the relevant laws, regulations and codes of conduct relating to responsible gambling advertising which MOZZART is bound to comply with in the respective jurisdictions, including the EGBA Code of Conduct on Responsible Advertising for Online Gambling;
- Where applicable, You must obtain, maintain and comply with all the licenses required in order to fulfil your obligations depending on the local law and jurisdiction in which You operate;
- You will carry out your activities as if You were bound by the same license conditions and/or subject to the same codes of practice as MOZZART, including, for Affiliates who promote MOZZART or any MOZZART Website to persons located in countries where MGA licensed websites are operating and allowed, the LCCP, the CAP/BCAP Codes of Advertising Practice (as applicable).
When it comes to Responsible Gaming, You hereby confirm that You are aware of MOZZART’s on-going commitment to responsible gaming and the prevention of gambling addiction and you will actively co-operate with MOZZART to convey such responsible gaming commitment and reduce gambling addiction including (but not limited to) featuring such responsible gaming links, information or logos as required by MOZZART for the Affiliate Website. You will not use any material or in any way target persons who are under 18 (or older in cases you target a jurisdiction or territory where the minimum age to legally partake in gambling is greater than 18).
2.14 Illegal activity. You will not target any territory or jurisdictions where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. You will act compliant with the applicable law and within the ambit of relevant and / or applicable procedures and regulations at all times and you will not perform any act which is illegal and having any connection to the Affiliate Program whatsoever or otherwise.
2.15 Data Protection and Cookies. You shall at all times comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any new or amended data protection acts, regulations or law applicable to your territory, all applicable legislation and/or regulations relating to the use of ‘cookies’ and will comply with all necessary notification procedures required for the use of ‘cookies’ which relates to any and all visitors to the Affiliate Websites. You shall also comply with any other related or comparable legislation.
Once a player signs up via affiliate link, a cookie is stored on the player’s computer which defines the affiliate through which the user came. The cookie expires 30 days after the player clicked on the link.
Notice: MOZZART will track only the first affiliate link through which the player came. IE. If the player visited mozzart.com via affiliate 1, and after two days visits the link from the affiliate 2. That player will be tracked as the player for affiliate 1
2.16 Cost and expense. You shall be solely responsible for all incurred risk, costs and expenses in meeting your obligations under the Affiliate Agreement.
2.17 MOZZART monitoring of Affiliate activity. You will immediately give MOZZART all such assistance as is required and provide all such information as requested by MOZZART to monitor your activity under the Affiliate Program and as MOZZART may require in order to comply with its reporting and other regulatory obligations.
2.18 Commissions generated and paid to the Affiliate incorrectly. The Affiliate agrees to immediately, upon request by MOZZART, return all received Commissions calculated on the basis of referral of New Customers to MOZZART which presents the breach of the Affiliate Agreement or relates to fraudulent or falsified transactions. Additionally, any commissions generated from such activities in the past will be voided and canceled. If we suspect an affiliate is using a program, bot, or any other software to generate commission and revenue on its account, we reserve the right to cancel that affiliate’s account and cancel any generated commissions.
2.19 Notification of breach. You agree to notify us (in writing) as soon as possible and in any event within 5 working days of You becoming aware of any breach of the Affiliate Agreement, including, but not limited to, breaches of any laws, regulations, license conditions, codes of conduct or advertising rules which apply to You as a result of the Affiliate Agreement.
3. Your rights
3.1 Right to direct New Customers. We grant you the non-exclusive, non-assignable right to direct New Customers during the term of this Affiliate Agreement to such MOZZART Websites as we have communicated to you and to do so in strict accordance with the terms and conditions of the Affiliate Agreement. You shall have no claim to Commission or other compensation for business secured by or through persons or entities other than yourself. The affiliate’s earning is the part of the revenue from the players which are referred to the website by the Affiliate, unless otherwise defined by the contract with the specific affiliate. According to the system of qualification, the earning starts at percentage defined at mozzartaffiliates.com homepage and it can grow with the increase in turnover.
3.2 License to use MOZZART Intellectual Property Rights. We grant to you a non-exclusive, non-transferable license, during the term of this Affiliate Agreement, to use the MOZZART Intellectual Property Rights, which we may, from time to time, approve solely in connection with the display of the promotional materials on the Affiliate Website or in such other locations as may have been expressly approved (in writing) by MOZZART. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the MOZZART Intellectual Property Rights is limited to and arises only out of the scope of the license given under this Affiliate Agreement. You shall not assert the invalidity, unenforceability, or contest the ownership of any MOZZART Intellectual Property Rights in any action or proceedings of whatever kind or nature, and shall not take any action that may prejudice our rights in the MOZZART Intellectual Property Rights, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the MOZZART Intellectual Property Rights by any third party.
3.3 For the purpose of the services to be delivered under this Affiliate Agreement, it is understood that as a general rule, Affiliate shall not have access to any Personal Data of MOZZART’s customers, except in those circumstances where MOZZART is obliged to share Personal Data with the Affiliate pursuant to a legal obligation. In such limited circumstances, MOZZART shall enter into a separate agreement with the Affiliate as required by applicable data privacy laws.
4. Our Obligations:
4.1 We shall use our best endeavors to supply you with all such materials and information required for necessary implementation of the Affiliate Links.
4.2 At our sole discretion, we may register any New Customers you direct to the MOZZART Websites and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.
4.3 We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.
4.4 Privacy information about processing of personal data of Affiliates: As an independent data controller, We shall use and process the following personal data of an Affiliate or any Affiliate employee in accordance with applicable privacy law, as follows: your username for the purpose of logging in, your email address, full name, date of birth, your country and address, telephone number, information about revenue and target achiever, financial and other data necessary for legally required verifications and checks. Furthermore, as noted in Clause 3.3, as a general rule we do not share Personal Data of MOZZART’s or Affiliate’s customers for the purpose of this cooperation except for the limited circumstances where a legal obligation is imposed on us. However, you may be required to share certain information of this nature with us (for example New Customer’s e-mail address) in exceptional situations, for example, where you have reasonable suspicion that New Customer referred by you under the Affiliate Agreement is in any way associated to money laundering, fraud, or other abuse of remote gaming sites. All these data will be used in the first place in order to conduct cooperation with you and for the sake of performance of the Affiliate Agreement (i.e., to register your account, to report and follow your revenue and KPI, to make necessary payments to you) but also in order to fulfill our legal obligations coming from the relevant laws such as AML and Gaming laws. Finally, the legitimate purpose of our data processing of such information is legitimate interest to prevent violation and abuse of these Terms and Conditions, ensuring security, managing our business relationship, and the defense of our legal or other claims. Please note that all these data are necessary so we can establish and conduct cooperation with you, and therefore, if you do not provide the data required, we will not be able to cooperate with you. Furthermore, we are obliged to keep your personal data for the duration of our cooperation and after the end of the cooperation if so required per mandatory norms of the applicable laws or in order to establish, defend and/or exercise legal claims.
4.5 Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with Clause 6. The calculation period of the MOZZART lasts from the 1st to the last day of every month (29-31 days). The payment for the calculation period is made within the first days of every month. MOZZART guarantees on-time payments.
5. Our Rights and Remedies:
5.1 In the case of your breach (or, where relevant, suspected breach) of the Affiliate Agreement, or failure in any way to meet your obligations hereunder (including without limitation, those obligations referred to in Clause 2), MOZZART shall have (at MOZZART’s sole discretion) the following remedies available at their disposal:
(i) the right to suspend (for up to 180 days) any Affiliate’s participation in the Affiliate Program for such period as required to investigate any activities of the Affiliate that may present a breach of the Affiliate Agreement. During a period of suspension, payments of Commission will also be suspended;
(ii) the right to withhold any Commission or any other payment payable or due to the Affiliate arising from or relating to any specific campaign, traffic, content or activity, conducted or created by the Affiliate under the Affiliate Agreement which is in the breach of (or otherwise not in accordance with) Affiliate’s obligations under the Affiliate Agreement;
(iii) the right to withhold and / or set off such monies from the Commission as MOZZART deems reasonable to cover any indemnity due by the Affiliate hereunder or to otherwise cover any liability of MOZZART which arises as a result of the Affiliate’s breach of the Affiliate Agreement or the Affiliate’s negligent performance hereunder;
(iv) immediately terminate the Affiliate Agreement.
(v) the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with clause 9.1.
5.2 Our rights and remedies detailed above shall not be mutually exclusive. Therefore, the exercise of one or more of the right or remedies listed above shall not preclude the exercise of any other right or remedy. You also acknowledge, confirm, and agree that damages may be inadequate for a breach or anticipated breach of the Affiliate Agreement and, in the event of a breach or anticipated breach of any provision of the Affiliate Agreement, we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in the Affiliate Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or anticipated breach of any provision of the Affiliate Agreement, hence, the purpose of this provision is to underline that our rights shall be enforceable in equity as well as at law or otherwise.
6. Commission and Payment
6.1 Subject to your adherence to the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure on Net Revenue from New Customers referred by you to the MOZZART Websites. MOZZART may, in exceptional circumstances, make changes to the Commission percentage and method of calculation in accordance with this clause 6. We retain the right to change the Commission percentage and method of calculation of Commission in accordance with this clause 6. If such change has a material adverse impact on the Affiliate, MOZZART will notify the Affiliate by posting a change notice and notifying Affiliates via an email of the implemented changes, and if the Affiliate does not agree to the change, the Affiliate must notify MOZZART in writing within thirty (30) days after receiving notice of the change and may terminate the Affiliate Agreement in accordance with Clause 9. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. VAT shall be payable into the account of the Affiliate in addition to the Commission except where in terms of Maltese law it is MOZZART who has to account for VAT in Malta in relation to the Affiliate Program (under reverse charge). In case of any change in the applicable VAT, the Commission shall be adjusted so MOZZART’s position remains not more onerous than prior to the change. MOZZART operates a negative carryover and ‘no negative carryover’ policy with the exception of the ‘high roller policy’ as defined in 6.9.
6.2 The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than by the 15th day of the following calendar month, provided that the amount due to the Affiliate exceeds €100 (the “Minimum Threshold”). If the due balance due is lower than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commission collectively exceeds the Minimum Threshold.
6.3 Payment of Commission shall be made through our Affiliate Wallet. Due to regulations prescribed by the Malta Gaming Authority, partners may be required for verification and ‘know your customer’ documentation before a withdrawal can be initiated. If an error is made in the calculation of the Commission, MOZZART reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
6.4 A minimum amount of €100 (hundred euro) may be withdrawn from the Affiliate Wallet at any time.
6.5 Subject to clause 6.6 below, the Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
6.6 If either Party disagrees with the balance due, it shall notify the other Party within fifteen (15) days from payment charge at the Affiliate Wallet and state the reasons for the disagreement. The disputed amount shall then be compared by MOZZART to reports offered in the MOZZART Affiliate Account system and the MOZZART database, and the final amount payable shall be as per the figure reported on the database.
6.7 The Affiliate may, at the sole discretion of MOZZART, be provided with the opportunity to restructure its commission structure. Examples of alternative commission structures could include a Cost Per Acquisition (CPA) model. However, and for the avoidance of doubt, only one type of Commission Structure for the same product may be applied at the same time. Therefore, once an Affiliate accepts MOZZART’s offer to apply a new commission structure, different to the standard Commission Structure detailed in the Affiliate Agreement, the Affiliate hereby agrees and understands that the new proposed commission structure shall replace his existing commission structure in its entirety. Notwithstanding the above, all of the Affiliate’s obligations assumed under the Affiliate Agreement will still continue to apply to the Affiliate even if a new commission structure is applicable.
6.8 The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity stemming directly or indirectly from the compensation generated under the Affiliate Agreement. MOZZART shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify MOZZART in that regard.
6.9 If, in any given calendar month, a player from any Affiliate generates negative commissionable revenue of at least €50,000 (fifty thousand Euro) then such player shall be deemed to be a high roller (“High roller(s)”). Where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month, we shall have discretionary right to carry forward any such negative amounts when calculating Commission for High Rollers and the negative amounts will be applicable to and set off against any future commission payable to you in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. However, if any High Roller(s) has a negative commissionable revenue in excess of €50,000 (fifty thousand Euro) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.
7. Modification of terms and conditions:
We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site and/or notifying Affiliates of the implemented changes in an email. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.
8. Confidential Information and Publicity:
During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or external parties unless you have our prior written consent. You also agree that you will use the confidential information only if necessary to achieve the purpose of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of the Affiliate Agreement. You must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of MOZZART (including the approval of the exact content by MOZZART).
9. Term and Termination:
9.1 Term. The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be ongoing. Without prejudice to any other provision, the Affiliate Agreement may be terminated by either party by giving thirty (30) days written notice to the other party. This Affiliate Agreement shall be automatically terminated in the event that MOZZART is legally or factually precluded from offering the online gaming services to customers through any of the MOZZART Websites. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. For the avoidance of doubt, MOZZART may also terminate Affiliate Agreement (in accordance with Clause 5 above) upon immediate notice at any time if Affiliate fails to meet its obligations under the Affiliate Agreement or otherwise for reason of Affiliate’s negligence.
9.2 Actions of Affiliate upon termination. Upon termination of Affiliate Agreement, you must immediately remove all of MOZZART banners/icons from the Affiliate Website and disable all Affiliate Links from the Affiliate Website leading to MOZZART Websites. All rights and licenses given to you in the Affiliate Agreement shall immediately terminate, i.e., cease to be valid. You will return to MOZZART all any and confidential information and all physical copies containing it, irrespective of the form, in your possession, custody and control and will cease each and every use of all MOZZART Intellectual Property Rights.
9.3 Commission. Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to MOZZART and/or MOZZART’s Websites shall not be payable to the Affiliate as from the date of termination of the Affiliate Agreement. All monies earned by MOZZART from such New Customers shall, as from the date of termination, be retained solely by MOZZART.
The commission is stated to be exclusive of value added tax or any other applicable tax. In case of any change to the applicable VAT, the commission shall be adjusted to reflect such change in such a way that the amount of Commission payable by -MOZZART shall not increase or otherwise change to the detriment of -MOZZART.
10.1 Disclaimer. We make no express or implied warranties or representations with respect to the Affiliate Program, with regard to MOZZART or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not give any express or implied warranties arising out of a course of performance, business dealing, or trade usage. In addition, we make no representations that the operation of our sites will be uninterrupted or error-free and we will not be held liable for the respective consequences if there are any problems of this kind and nature. In the event of a discrepancy between the reports offered in the MOZZART Affiliate Account system and the MOZZART database, the database shall be deemed accurate.
10.2 Indemnity. You shall defend, indemnify, and hold MOZZART, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from and/or arising out of, or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and links or this Affiliate Program, (e) any third party claim, demand or action for infringement or alleged infringement of such party's rights arising from or in any way connected with the Affiliate’s obligations as stipulated under Affiliate Agreement, (f) any action taken by any regulatory or governmental authority against MOZZART which is the result of any act or omission of the Affiliate, or anyone acting on its behalf, which resulted in non-compliance (or alleged non-compliance) of any such applicable laws and regulations.
10.3 Exclusion of Liability. MOZZART shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
10.4 Non-Waiver. Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement. No waiver of will be implied from conduct or failure to enforce any rights as waiver of MOZZART’s rights must be given in writing to be effective. No modifications, additions, deletions or interlineations of the Affiliate Agreement are permitted or will be recognized by us unless initiated from our part. None of our employees or agents has any authority to make or to agree to any alterations or modifications to the Affiliate Agreement or its terms.
10.5 Relationship of Parties. MOZZART and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website, account or elsewhere, that would contradict or contravene anything in this Affiliate Agreement.
10.6 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate 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. When such event occurs, the non-performing Party is excused from whatever performance is prevented by the event, to the extent such lack of performance is caused by force majeure event. If the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
10.7 Assignability. You may not assign the Affiliate Agreement, in whole or any part of it, by operation of law or otherwise, without our prior written consent. Subject to that restriction, the Affiliate Agreement will be binding on, inure to the benefit of us and our respective successors and assignees, and will be enforceable against you.
10.8 Severability. Each provision of the Affiliate Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of the Affiliate 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 the Affiliate Agreement or any provision hereof.
10.9 English language. Where the Affiliate Agreement is translated into the other languages, please be aware that the Affiliate Agreement was first executed in English and where there is any conflict or discrepancy between the English language version and any other language, the English language version shall prevail.
10.10 Governing Law. The existence, validity, construction and performance of the Affiliate Agreement and any claim, dispute or matter arising under or in connection to the Affiliate Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. Each Party irrevocably submits to jurisdiction of the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with the Affiliate Agreement and/or its enforceability.