Gwages (from herein after "GW") is in the business of providing, marketing, and promoting online casino services (the "Service"), operated via an Internet web site located at https://www.gwages.com (the "Site").
The Referral Company or person (from herein after "Referral Company") desires to obtain from GW, and GW agrees to grant the Referral Company, the non-exclusive right and license to advertise, market and promote the Service. GW shall reimburse the Referral Company for these promotional services, in accordance with the following terms and conditions:
By joining the Gwages Affiliate Program, you agree to be bound by the following terms and conditions set out in this agreement.
1. Grant of Promotion and Distribution License:
1.1. GW grants the Referral Company the non-exclusive, non-transferable right and license to advertise, market and promote the Service ("Promotion Rights"), in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted herein are reserved by GW.
2. Obligations of GW:
2.1. GW shall retain the right to provide the Service in any form GW deems appropriate; and retains the right to change or cancel any part of the Service, at any time and in any manner GW deems appropriate, without prior notice to the Referral Company. However, any strategic change of policy towards Referral such as cancel any part of the Service at any time shall be made with prior notice to the Referral Company.
2.2 Notwithstanding the terms of these Terms and Conditions, GW shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Referral Company; even if such losses should arise from the inability of GW to deliver the Services stipulated in these Terms and Conditions for any reason whatsoever, whether GW is at fault or whether a third party is at fault.
2.3 GW reserves the right to modify these Terms and Conditions at any moment.
3. Obligations of the Referral Company
3.1. The Referral Company shall employ its best efforts to actively and effectively advertise market and promote the Service as widely as possible so as to maximize the benefit to the Referral Company and to GW.
3.2. The Referral Company shall only engage in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of GW. In particular, the Referral Company agrees to market the Service in a manner that is consistent with the content and style of the Service. In connection therewith, GW shall have the right to review and approve (approval shall not be unreasonably withheld) the manner and methods of advertising, marketing and promotion used by the Referral Company in connection with the Service.
3.3. Notwithstanding the approval by GW given in accordance with section 3.2 of these Terms and Conditions, GW shall under no circumstances be held liable for--and the Referral Company shall indemnify, defend and hold GW harmless against--any and all claims asserted against GW by reason of the Referral Company's marketing and promotional efforts.
The Referral Company shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service; including without limitation, all costs directly related to marketing.
3.4. Multiple Accounts: You are only entitled to set up one (1) Affiliate membership account ("Account") with each casino, represented by GW. You may use your Account in connection with as many domains and/or websites you own or otherwise have the right to use. GW reserves the right to allow an Affiliate to mantain multiple accounts on a case to case basis.
3.5. The Terms&Conditions are subject to change at anytime and it is the responsibility of the Referral Company to be aware of the latest rules and regulations as applicable to their commissions and payments.
4.1. The Referral Company's compensation is calculated based on the Program (CPA, REVENUE SHARING, FIRST POST-UP or OVERALL DEPOSITS) as set forth in the following table.
4.1.1 CPA - PER SIGNUP (MARKETERS CHOICE)
In this program we pay our affiliates based on each depositing player. Below is the table of payout in this program
|Up to 25 players per month||$60|
|26-49 players per month||$80|
|50+ players per month||$125|
Please also note a player is only considered a depositing player should the player deposit the same amount as the CPA value and play through the deposit. This is to protect GW from potential fraudulent activity. GW reserves the right to withhold commissions from the affiliate should the affiliate bring in 'problem' players or commit fraud.
We welcome all affiliates no matter their country of origin. However, due to the potential for fraud that our CPA model opens up, management reserves the right to restrict CPA as a compensation method based on the affiliate's country of residence. People from India, China and certain parts of Asia may have their CPA model switched to Rev-Share upon sign up. People from these regions may also experience difficulty receiving checks, as they are frequently stolen. Other methods of payment are recommended for anyone living in these countries.
4.1.2. REVENUE SHARING (CLASSIC COMMISSIONS)
In this program we share the profit made by the winnings from the customers with our affiliate.
|Customer Net Losses|
|Up to $15,000||30%|
|$15,001 and greater||40%|
4.1.3. FIRST POST-UP - (INITIAL DEPOSITS)
In this program we share 25% of your player's first deposit.
4.1.4. OVERALL DEPOSITS - (MONTHLY DEPOSITS)
In this program we pay our affiliates based on total affiliates' deposits during the month. Below is the table of payout in this program.
|Up to $75,000||15%|
4.2. "Net Loss" - shall mean, for any given calendar month, the total amount of the referred Customers losses in the client's websites less the players' winnings, less bonuses paid to customers by the clients and less any customers chargebacks.
4.3. The 2-tier model: Sub-Affiliate is defined as a new registered affiliate that has been directed to the program by a currently active affiliate. When you refer affiliates to GW, you will earn 5% of their Net Profit. (Net Profit = Casino Profit - Bonus given - Chargebacks).
4.4. Negative balance: GW reserves the right to review all Negative Balances on a case to case basis for determination of pay amounts. GW also reserves the right to withhold partial or complete payments in cases of Fraudulent Player Actions, Chargebacks, and other specific instances, where intervention is required.
4.5.GW Affiliates shall pay the Referral Company/Affiliate each month for services rendered during the preceding calendar month.
Payment cycle occurs between the 15th and the end of the following month. If the amount of compensation for one month is less than US $500, the amount shall be made available in the succeeding month (when the accumulated amount is greater than US $500).
4.6. GW shall have the right to withhold any and all payments to the Referral Company if the Referral Company is in breach of these Terms and Conditions.
4.7. In cases where an affiliate is also a player, GW reserves the right not to pay an affiliate for their personal losses.
4.8. GW may reverse any commission paid to Affiliate, and subtract said commission from future payments to you, if GW receives a charge back on a transaction from any customer referred by the Referral Company.
4.9. We have and reserve the right to pass on any Fraud Costs to Your account.
4.10. GW reserves the right to change the Terms & Conditions at any time, for any reason.
5. Term of Duration and Cancellation
5.1. GW has the right to cancel the Promotion Rights with immediate effect if with the Referral Company is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the Referral Company engages in advertising, marketing, distribution and promotional efforts that would impair GW goodwill and business reputation, or would expose GW to legal liability.
5.2. Upon the cancellation of the Promotion Rights, the Referral Company shall immediately return to GW any and all materials, over which GW has a proprietary right, that are in the Referral Company's possession and/or in the possession of the Referral Company's agents, servants and employees. The Referral Company shall also immediately remove any hyperlinks and materials, over which GW has a proprietary right, from the Referral Company's web site and/or the web sites of the Referral Company's agents.
5.3. If the Promotion Rights are canceled, and the Referral Company is not in default of these Terms and Conditions, the Referral Company shall have the right to continue to receive a Referral Percentage on referred Users who continues to utilize the Service after being referred to the Service by the Referral Company during and up to four months from the day of the cancellation.
5.4. Users that utilize GW facilities and services and all information relating to such Users shall remain the property of GW at all times.
6. Account Statements:
6.1. All payments due to the Referral Company shall be made on or before the 15th working day of each following month, and will reflect payment for services rendered the preceding month. Statements may be adjusted by GW from time to time to reflect overpayments, player charge backs and/or credits or underpayments to consumers by GW.
6.2. The Referral Company shall have the facility to monitor the Referral Percentage and the payments in real time using an online monitoring system at a secure web site.
6.3. Should the Referral Company dispute a payment received, the Referral Company has 60 days from the date of receiving said payment/s within which to lodge a claim or to challenge the amount paid. Should there be no objection raised within this period then the amount tendered will be regarded as accepted and no further claim/s will be entertained.
7. Exclusivity, Non-Competition and Ownership of Service name:
7.1. The Referral Company agrees, understands and acknowledges that GW may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.
7.2. The Referral Company has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to GW, and nothing contained in these Terms and Conditions shall give the Referral Company any right, title or interest in or to any of them.
7.3. The Referral Company acknowledges that GW own and retain all copyrights and other proprietary rights, as well as any software supplied by GW, in all of the foregoing. The Referral Company shall not assert any claim or interest in or to any trademark, trade name, copyright, service mark or logo belonging or licensed to GW, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright.
7.4. Without limiting the generality of the foregoing terms, the Referral Company shall not itself attempt, or assist any third party in attempting, to register any trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of GW. The Referral Company shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Referral Company's name, or any name under which the Referral Company conducts business. The Referral Company shall not affix a trademark, logo or trade name of GW to any non-GW product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by GW.
8. Confidentiality and Non-Disclosure:
The Referral Company and GW each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Referral Company and GW each specifically agree not to misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party.
9. Representations, Warranties and Indemnity:
9.1. The Referral Company warrants, represents and covenants to GW that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service to Users.
9.2. The Referral Company agrees to indemnify and render GW harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the Referral Company of any representation, warranty or agreement contained in this Section 9, or elsewhere in these Terms and Conditions.
10. Governing Law:
This Agreement shall be governed by and construed in accordance with the law of the Republic of Costa Rica. If any provision of this Agreement as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court, the application of any other provision of this Agreement, or the enforceability or invalidity of this Agreement as a whole. Should any provision of this Agreement become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken and the remainder of this Agreement shall continue in full force and effect.