Kakekko Rin Rin Affiliates Terms and Conditions ("Affiliate Terms")
These Terms
are a binding contract between you and Kakekko Rin Rin which govern your
participation in the Programme. By participating in the Programme, you
agree to be bound by the most current version of these Affiliate Terms,
which we may amend from time to time. The most current version of these
Terms will be posted on the Programme web site here: https://affiliates.kakekkorinrin.com/terms_and_conditions.html
It
is your responsibility to ensure that you are familiar with the most
current version of these Affiliate Terms, and your continued
participation in the Programme after we post an updated version of
these Terms shall constitute your express agreement to be bound by the
updated Affiliate Terms. In the event you do not agree with the updated
Terms, your only recourse shall be to terminate your participation in
the Programme.
If you have any questions or concerns about these Affiliate Terms or the Programme, please send an email to: [email protected].
- Joining the Programme
- Your Use of Kakekko Rin Rin's Marketing Materials
- Customer Tracking and Reports
- Your Obligations
- Data Protection; No Spam; No Marketing to Self-Excluded Customers
- Kakekko Rin Rin's Intellectual Property Rights
- Your Warranties
- Restricted Territories
- Commission Calculations
- Periods of Inactivity
- Cost Per Acquisition (CPA) Payments
- General Commission Terms
- Payment Terms
- Negative Carry-Over
- Affiliate Networks
- Ownership of Customer Data
- Sub-Affiliates
- Restriction on Activities by Related Persons/Entities
- Account Security
- Confidentiality
- Money Laundering; Anti-Bribery
- Indemnity
- Disclaimer of Warranty
- Limitation of Liability
- Term and Termination
- Notices
- Sale of Your Business
- Relationship of Parties
- Non-Solicitation
- Miscellaneous
In these Affiliate Terms, the following words and expressions shall have the following meanings:
Affiliate:
A natural or juristic person who has registered and is accepted by us
as a member of the Programme. Where the context requires, these Terms
occasionally refer to the Affiliate as “you.”
Affiliate
Site(s): A website (including any WAP, mobile or tablet version of the
website), social media page and/or blog which is owned or operated by
an Affiliate and used for the purposes of generating online traffic and
referrals to Kakekko Rin Rin in accordance with these Affiliate Terms.
Affiliate
Tracking Link: a unique tracking URL that we provide to each respective
Affiliate for the term of this Agreement, through which we shall track
New Customers and calculate Affiliates’ commission.
Applicable
Taxes: Any taxation, levy or similar mandatory payment (including
gaming taxes and value added taxes) levied or charged on revenue,
turnover, deposit or similarly driven by New Customer activity or
activity volume.
Approved Marketing
Activities: Any lawful marketing activity conducted in compliance with
these Affiliate Terms which has been approved in writing by an
authorized Kakekko Rin Rin representative.
10Bet
Japan Marks: Any trademark owned by Kakekko Rin Rin or its affiliated
companies and licensors, including but not limited to: Kakekko Rin Rin,
Kakekko Rin Rin, Kakekko Rin Rin Casino and Kakekko Rin Rin Sports.
Kakekko Rin Rin Site(s): www.10betjapan.com and m.10betjapan.com.
Chargeback:
Where a New Customer, a credit card issuing bank, or any other
third-party payment solution provider effects a reversal of charges in
relation to a credit card or purchase transaction.
Confidential
Information: Any information of whatever nature, which has been, or may
be, provided by Kakekko Rin Rin in connection with the Programme, whether
oral, in writing, or in electronic form, including, without limitation,
business or financial data, know-how, processes, reports, customer
lists, price lists, Commission payment reports, and any other materials
containing, reflecting, or generated from any such information.
Commission:
The commission earned in connection with the affiliate marketing
activities performed in accordance with these Affiliate Terms.
Deductible
Costs: Any third-party costs incurred by Kakekko Rin Rin in connection with
the operation of the Kakekko Rin Rin Sites which are attributable to the
activity of any New Customer(s), including but not limited to any
payment processing charges, license fees, software royalties, and other
applicable third party payments.
Fraudulent
Activity: A deceptive act or omission which is, in the sole discretion
of Kakekko Rin Rin, performed in order to secure for the Affiliate or any
third party, a real or potential, unfair or unlawful advantage; or any
conduct that Kakekko Rin Rin, in its sole discretion, determines to be,
fraudulent, deceptive or dishonest, which shall include, but shall not
be limited to: promotion abuse, system manipulation, fraudulent credit
card transactions, Chargebacks, Match Betting/Arbitrage Betting,
unauthorised use of third-party accounts, false or automated account
creation and any collusion or cheating, or facilitation thereof, by an
Affiliate or a New Customer.
Fraud Costs: Any costs, damages or loss arising as a direct or indirect result of Fraudulent Activity.
Gross
Win (Sports & Casino): Total revenue generated by Kakekko Rin Rin as a
result of all wagers placed by a referred New Customer, less pay-outs.
For Sports, this is the total revenue from settled bets placed by
referred New Customers, less pay-outs.
Inactive Affiliate: An Affiliate who has not logged into the Kakekko Rin Rin Affiliate Programme Portal for six (6) months or more.
Incentivized
Traffic: Traffic or New Customer activity generated as a by-product of
promising some form of compensation or incentive for taking an action
on, or in relation to, any Kakekko Rin Rin Site, including but not limited
to registering a new account, depositing or wagering.
Intellectual
Property: Trademarks, service marks, trade names, logos, designations,
copyrights, trade secrets, patents and any other proprietary rights
owned by or licensed to Kakekko Rin Rin.
Marketing
Material: Banners, URLs, text, graphics and/or other promotional
materials made available for marketing purposes through the Programme
Portal.
Match Betting/Arbitrage
Betting: Any method of betting or wagering which is intended to give
players a guaranteed win with no risk, including but not limited to the
use of free bets.
Net Revenue: Gross
Win, less Progressive Contributions (progressive games only), less
bonuses awarded, less Non-Cash items, less Fraudulent Activity, less
Deductible Costs and Applicable Taxes.
New Customer: A natural person who is at least 18 years old that the Affiliate directs to a Kakekko Rin Rin Site who:
- (a) can be linked to the Affiliate’s Account using the Affiliate Tracking ID;
- (b)
is eligible to open an account and successfully opens such on a 10Bet
Japan Site in accordance with the Site’s applicable terms and
conditions;
- (c) has not had a previous account on any Kakekko Rin Rin Site;
- (d) has made a first real-money deposit amounting to at least $10 (or currency equivalent) with the Kakekko Rin Rin Site; and
- (e) is not the Affiliate, its employees, relatives, friends and/or has shared IP addresses
Non-Cash
Items: Value of free credits handed out to New Customers, or any other
direct costs incurred to maintain the loyalty of a New Customer.
Programme Portal: The website used by Kakekko Rin Rin to manage the Programme, currently located at http://partners.10bet1000.com/login.asp?lang=7.
Progressive
Contributions: The percentage of revenue generated on any progressive
game that is paid by Kakekko Rin Rin into a progressive pool.
Prohibited
Site: Any website, forum, social media platform or other communications
medium, regardless of type, upon which the advertisement of
gambling-related activity is unlawful or otherwise prohibited.
Second-tier
Affiliate: A natural or juristic person who is recruited by an
Affiliate to serve as a sub-affiliate and who is linked to your
Affiliate account.
Spam: Unsolicited
e-mail, SMS or other communication sent indiscriminately to one or more
mailing lists, individuals, forum or newsgroups.
Unsuitable
Site: Any website, forum, social media platform or other communications
medium, regardless of type, which is: aimed at children; intended to
appeal to minors; promotes or glorifies violence; promotes
discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age; promotes illegal activity; violates or
enables the violation of intellectual property rights; violates the
rights of privacy of others; is obscene or contains explicit sexual
content; contains or promotes any unlawful behaviour or content;
contains or provides links to malicious or harmful software,
keyloggers, trojans, viruses or malware; or which Kakekko Rin Rin believes,
in its sole discretion, may bring Kakekko Rin Rin or its affiliated
companies and brands into disrepute, or which may prejudice the
interests of Kakekko Rin Rin or its affiliated companies and brands.
1. Joining the Programme
1.1
If you are not already registered as a Kakekko Rin Rin Affiliate and wish
to participate in the Programme, you must first submit a completed
application on the Kakekko Rin Rin Affiliate Programme Portal located at: http://partners.10bet1000.com/registration.asp?lang=7. By submitting an application, you hereby represent and warrant that:
- a)
the information provided in your Affiliate application is correct and
up-to-date and you will update it as required on an ongoing basis in
order to ensure that it remains correct;
- b)
you have not already registered as an Affiliate (only one Affiliate
account is permitted per person, unless Kakekko Rin Rin expressly approves
additional Affiliate accounts in writing);
- c)
you are at least 18 years of age, legally capable of entering into a
binding contract, and you are not aware of any legal, commercial,
contractual or other restriction against your participation in the
Programme in accordance with these Affiliate Terms; and
- d)
in the event that you are registering on behalf of a company, that you
have the full right, power and authority to enter into these Affiliate
Terms on behalf of the company.
1.2.
Within a reasonable time after we receive your completed application,
but not later than 72 hours after receipt, we shall evaluate and
confirm the status of your application. All decisions are final and are
in Kakekko Rin Rin's sole discretion.
1.3.
You undertake, that if there should, at any time during your
participation in the Programme, occur any event which may cause any of
the above warranties to become false, or which may prevent you from
wholly fulfilling your obligations in accordance with these Terms, you
shall promptly notify your Kakekko Rin Rin affiliate account
representative, and Kakekko Rin Rin shall be entitled to terminate your
participation in the Programme immediately, without the requirement to
make any further payments to you.
2. Your Use of Kakekko Rin Rin's Marketing Materials
2.1.
In the event that you are accepted as an Affiliate into the Programme,
Kakekko Rin Rin shall, during the course of your participation in the
Programme and subject to your compliance with these Affiliate Terms,
grant you a non-exclusive, non-transferable, revocable, limited right
and license to distribute the Marketing Materials on your Affiliate
Website for the sole purpose of referring New Customers to Kakekko Rin Rin
Sites in return for Commissions. You may not use or distribute the
Marketing Materials for any other purpose unless you have received our
express written approval to conduct Approved Marketing Activities,
which we may approve or reject in our sole discretion.
2.2.
All Marketing Materials shall be made available to you through the
Kakekko Rin Rin Affiliate Programme Portal and may be updated by us from
time to time. You undertake and agree that you shall only use the
current versions of the Marketing Material and shall promptly
discontinue the use of any Marketing Material which is out of date or
no longer available on the Programme Portal. It is your responsibility
to check the Programme Portal for updated Marketing Material on a
regular basis.
2.3 You undertake and
agree that you will not modify any of the Marketing Material which is
made available to you and that you will not, without our specific
written approval, market or promote Kakekko Rin Rin using any promotional
materials not provided or approved in writing by Kakekko Rin Rin.
2.4
In the event Kakekko Rin Rin designates any Marketing Materials as subject
to particular restrictions (for example, campaign start/end dates,
demographic limitations, etc.), you undertake and agree that you shall
only use the Marketing Materials in accordance with such designated
restrictions.
2.5 Your marketing activities shall strictly comply with the Marketing Policy Document,
which sets out additional standards, restrictions and guidelines
applicable to marketing activities in connection with the Programme.
3. New Customer Tracking and Reports
3.1.
You are responsible for ensuring that all referred customers are
properly tagged with your Affiliate Tracking Link. You will not receive
credit for New Customers who are not properly tagged or who we are
unable to otherwise properly associate with your Affiliate Tracking
Link.
3.2. We shall track all New
Customer activity relevant to the calculation of your Affiliate
Commissions. You agree that our statistics and calculations in relation
to the tracking of New Customer activity and the calculation of your
Affiliate Commission shall be final.
3.3.
We will provide you with online access to reports of New Customer
Activity through the Programme Portal. The form, content and frequency
of our reporting may vary from time to time, at our sole discretion.
Generally, “impressions” and “clicks” are updated every few minutes,
while “daily registrations”, “deposits” and all other New Customer KPIs
are updated twice a day: at 00:00 GMT for the whole previous day and at
12:00 GMT for half of the same day
4. Your Obligations
4.1.
As a condition of your participation in the Affiliate Programme, you
undertake, warrant and agree that all use of the Marketing Materials
and all activities undertaken in connection with the Affiliate
Programme shall be lawful and in strict accordance with these Affiliate
Terms and any Special Terms (as defined below) set out in the Programme
Portal.
4.2. As a condition of your
participation in the Affiliate Programme, you further undertake,
warrant and agree that you shall not conduct any activities in
connection with any Unsuitable Site or any Prohibited Site.
4.3.
You agree to use your best efforts to market and promote the 10Bet
Japan Sites in a manner consistent with good business ethics and in
good faith towards Kakekko Rin Rin.
4.4.
You acknowledge that your promotion of the Kakekko Rin Rin Sites has the
potential to inflict substantial damage to Kakekko Rin Rin, the Kakekko Rin Rin
Sites and Kakekko Rin Rin's reputation and goodwill, and that you shall at
all times act in a manner that will not harm the reputation and
goodwill of Kakekko Rin Rin.
4.5. You shall
not: (a) undertake any action which may have a detrimental impact on
the ability of Kakekko Rin Rin to be qualified for or to hold or maintain
any licence, permit or approval granted, or to be granted, by any
competent authority, or (b) undertake any action which could reasonably
be construed as bringing Kakekko Rin Rin into Material Disrepute, where
“Material Disrepute” means any condition which could reasonably and
objectively be seen to create a material negative perception of the
integrity of Kakekko Rin Rin, the Kakekko Rin Rin Sites or the Programme.
4.6.
We prohibit any Affiliate activity in connection with any content or
material which contains: (a) the intellectual property of others for
which the Affiliate is not properly licensed to use; (b) information
that is unlawful, harmful, threatening, obscene, discriminatory,
scandalous, fraudulent or offensive; (c) any information that may
subject Kakekko Rin Rin to any cause of action, in law, equity or
otherwise; or (d) any information which Kakekko Rin Rin, in its sole
discretion, determines to be objectionable, harmful, in bad taste, or
potentially damaging to the interests and goodwill of Kakekko Rin Rin or
the Programme.
4.7. Your activities
must not involve any marketing or promotional activity which may have
the potential to deceive, confuse or mislead users, or which may
infringe on any third party rights, including the rights of privacy,
publicity, or Intellectual Property rights. You shall ensure that the
Marketing Materials are displayed only in connection with web sites and
materials which are lawful, proper, professional and tasteful.
4.8.
Your Affiliate Site(s) must not copy the look and feel of the 10Bet
Japan Sites or have the potential to cause the impression that any
sites or landing pages used by you are owned, operated or affiliated
with Kakekko Rin Rin or any of its associated brands. You are not entitled
to present any Kakekko Rin Rin Marks, logos, graphics or other Kakekko Rin Rin
materials on your Affiliate Site or marketing materials other than the
Marketing Materials provided to you by Kakekko Rin Rin through the
Programme.
4.9 Kakekko Rin Rin reserves the
right to demand the immediate takedown or modification of any materials
that you distribute, or to demand the cessation of any or all marketing
activity in connection with the Programme or Kakekko Rin Rin, at any time
and in Kakekko Rin Rin's sole discretion. You agree that we are entitled to
review your affiliate marketing activities from time to time and that
we may approve/reject marketing methods and Affiliate Sites used by you
in our sole discretion. You undertake and agree to provide prompt
assistance and full cooperation in connection with any requests made by
Kakekko Rin Rin in this regard.
4.10 If
requested by Kakekko Rin Rin, you undertake and agree to provide 10Bet
Japan with all such information and documentation as we may reasonably
require to verify your compliance with these Affiliate Terms, or which
we may require for our regulatory or legal purposes.
4.11
You agree that you shall neither offer nor provide incentives
(financial or otherwise) to any potential New Customer without the
prior written approval of Kakekko Rin Rin, excluding the standard
promotional programs which Kakekko Rin Rin may make available to you from
time to time through the Programme.
4.12
You will not knowingly benefit from known or suspected activity not
performed in good faith (or alternatively, performed in bad faith),
whether or not such activity actually causes damage to Kakekko Rin Rin.
4.13
You may not be a party (whether directly or indirectly) to any illegal
activity or Fraudulent Activity in connection with your participation
in the Programme.
4.14 You undertake
and agree to maintain complete records, during and for a period of two
years after the termination or expiration of your participation in the
Programme, regarding your activity in the Programme and any marketing
or promotional activity undertaken in furtherance thereof.
4.15
You acknowledge and agree that in performing your obligations under
these Affiliate Terms, you are strictly prohibited from marketing and
promoting the Kakekko Rin Rin Sites to residents of the Prohibited
Territories and you shall exercise all possible technical and
operational measures to prevent marketing to residents of the
Prohibited Territories.
4.16 You
acknowledge and agree that it is your responsibility to keep your
Affiliate details (including all Commission payment details), as
registered in the Kakekko Rin Rin Affiliate Programme Portal, correct and
up to date.
4.17 You acknowledge and
agree that any breach of the aforementioned obligations shall be deemed
a material breach of these Terms resulting in your immediate
termination from the Programme.
5. Data Protection; No Spam; No Marketing to Self-Excluded Customers
5.1
You will not send any marketing SMS, email or other communications
relating to Kakekko Rin Rin, the Kakekko Rin Rin Sites or the Programme to any
person known to you as having entered into a self-exclusion agreement
with a remote gambling operator.
5.2
You will not send Spam. Kakekko Rin Rin reserves the right to terminate
this Affiliate Agreement immediately without recourse for you if you
send any form of Spam.
5.3 If we incur
any cost in connection with Spam sent by you or anyone on your behalf,
these costs will be deducted from any Commissions due to you under
these Affiliate Terms. Should our costs not be covered by the funds in
your account we have the right to offset future Commission payments or
pursue other alternative means for obtaining payment from you. Should
your Affiliate account not be active, or otherwise not generating
Commission payments, then we shall have the right to demand payment
directly from you.
5.4 Should you
require more information regarding our Spam policy, or should you wish
to report any incidences of Spam please contact us at Kakekko Rin Rin Affiliate Team.
6. Kakekko Rin Rin's Intellectual Property Rights
6.1
Kakekko Rin Rin and its licensors retain full and exclusive ownership of
the Kakekko Rin Rin Sites, Kakekko Rin Rin Marks, Marketing Materials, any
reports, documentation or materials provided in connection with the
Programme, and any Intellectual Property rights, associated thereto. No
right, title or interest in the foregoing is conveyed hereunder, except
for a non-exclusive, revocable, limited license to distribute the
Marketing Materials in accordance with these Affiliate Terms. Any
rights that are not expressly granted herein are reserved by 10Bet
Japan and its licensors.
6.2 You
acknowledge and agree that Kakekko Rin Rin's Intellectual Property will at
all times remain the property of Kakekko Rin Rin and its licensors. You
further acknowledge that you have no claim or right of whatever nature
in and to the aforesaid Intellectual Property, other than the limited
rights conveyed herein.
6.3 You
undertake and agree that you shall not assert the invalidity,
unenforceability or contest the ownership of any of the Intellectual
Property rights of Kakekko Rin Rin or its licensors in any action or
proceeding whatsoever and shall not take any action that may prejudice
Kakekko Rin Rin's or its licensors' rights in such Intellectual Property.
6.4
You undertake and agree that you will not register any domain name that
includes, incorporates or consists of any Kakekko Rin Rin Mark or any
domain name that is confusingly similar to the Kakekko Rin Rin Marks. You
undertake and agree that you shall, upon request by Kakekko Rin Rin,
promptly transfer ownership of any domain names registered in violation
of this Agreement to Kakekko Rin Rin or any third party designated by 10Bet
Japan. This obligation shall survive the termination of these Affiliate
Terms.
6.5 You undertake and agree that
you shall not make any bid on any internet search engine using keywords
including the Kakekko Rin Rin Marks or words that are confusingly similar
to the Kakekko Rin Rin Marks.
7. Your Warranties
7.1 By participating in the Programme, you represent, warrant and undertake that:
- a) your activities shall fully comply with these Affiliate Terms;
- b)
you shall not solicit any potential customers by way of any offers
except for the current offers made available through the Programme;
- c)
you have the ability, experience, expertise and resources to perform
all of your obligations hereunder in accordance with these Affiliate
Terms;
- d) you understand and
agree that the marketing activity undertaken by you in connection with
the Programme, and your conduct as an Affiliate has the potential to
inflict substantial damage to Kakekko Rin Rin’s reputation and goodwill,
and as a result you shall at all times consider and act in the best
interests of Kakekko Rin Rin and shall preserve the goodwill and reputation
of Kakekko Rin Rin and Kakekko Rin Rin’s name;
- e)
you shall not undertake any activities in violation of our Intellectual
Property rights, including but not limited to: brand bidding,
registering or using any domains with confusingly similar names to the
Kakekko Rin Rin Marks, copying the “look and feel” of our sites or
software, using any Kakekko Rin Rin Marks, branding or logos except as
expressly permitted by these Affiliate Terms, or modifying any
Marketing Materials we make available on the Programme Portal;
- f)
you have evaluated the applicable laws relating to your activities and
obligations hereunder and you have independently concluded that you can
participate in this Programme and fulfil your obligations hereunder
without violating any applicable rule of law; and
- g)
you will not knowingly benefit from known or suspected traffic not
generated in good faith, or via Spam or in contravention of any
applicable laws, whether or not it actually causes damage. This
includes but is not limited to you registering customer accounts or
playing under your own Affiliate tracking links and or any other
Fraudulent Activity.
- h) you
understand and agree that you will not create any New Customer accounts
using your Affiliate Tracking Link unlessKakekko Rin Rin has expressly
authorised same in writing. Any such accounts will be tagged as test
accounts in our back-end and any gambling activity conducted by them
shall not generate Commissions towards your Affiliate account.
8. Restricted Territories
8.1 By entering into these Affiliate Terms you undertake that you will not:
- a)
actively target potential customers located in Afghanistan, Angola,
Australia, Belgium, Bulgaria, China, Cyprus, Czech Republic, Denmark,
Estonia, France and its outlying territories, Greece, Greenland,
Guyana, Hong Kong, Hungary, Iran, Iraq, Israel, Italy, Laos People’s
Democratic Republic, Latvia, Lithuania, Macao, Mexico, North Korea,
Papua New Guinea, Poland, Portugal, Romania, Russia, Singapore, South
Africa, Spain, Syria, Taiwan, Turkey, Ukraine, United Kingdom, USA and
its outlying territories and Yemen (the “Prohibited Territories”),
including, but not limited to, sending correspondence, the use of
bannering, off-line advertising and direct marketing any traffic or
customers emanating from domains or URLs based in any of these
countries.
8.2
You understand and agree that you are not entitled to any Commissions
or fees applicable to any activity related to the Prohibited
Territories. You further agree that the list of Prohibited Territories
may be updated from time to time, and in the event a territory is added
to the list of Prohibited Territories, we shall be entitled to cease
paying you any Commissions or fees applicable to New Customers from
such territories.
9. Commission Calculations
9.1
You are eligible to earn Commission payments in connection with
gambling activity by New Customers referred by you, as further set out
herein. You understand and agree that we may vary these Commission
rates from time to time, in our sole discretion.
9.2
You are only eligible to receive ongoing Commission payments during
your participation in the Programme, and only during the time you
continue to refer New Customers in accordance with these Terms. You
will no longer receive Commission payments in the event your
participation in the Programme is terminated for any reason.
9.3
Each calendar month you shall generate a Commission based on the Net
Revenue generated by any New Customers referred by you across all
products, the rate of which shall be determined as follows:
Example:
If
you refer 15 New Customers in one calendar month, you’ll generate
commission of 30% of their net revenue for that calendar month. The
following month, if you refer 22 New Customers, you’ll receive
commission of 35% of all of your referred customers’ net revenues for
that month.
10. Periods of Inactivity
10.1
In the event that you fail to refer any New Customers during any
consecutive 3 month period, we reserve the right to reduce your
Commission rate to a flat rate of no more than 10% of Net Revenue until
you introduce a total of 3 New Customers within a 3 month period, at
which point (effective upon your referral of the third New Customer)
your Commission rate will revert to the standard Commission rates set
out above.
10.2 If you have not logged
into your Affiliate account for a period of 365 days or more, and have
not responded to our contact efforts, Kakekko Rin Rin reserves the right to
close your Affiliate account.
10.3
Notwithstanding s.10.2, any Affiliate account unused for login for a
period of at least twenty four (24) consecutive months shall be
designated an “Inactive Account”. Kakekko Rin Rin shall make reasonable
efforts to notify the Affiliate that its account has been designated an
“Inactive Account” via the contact details last provided by the
Affiliate to Kakekko Rin Rin (“Inactive Account Notice”) and shall be
entitled to retain fifty (50) percent of the total balance remaining on
the “Inactive Account” after 14 days have elapsed from the date of the
Inactive Account Notice. Should the Affiliate subsequently fail to
withdraw the remaining balance from the account, Kakekko Rin Rin shall be
entitled to retain the remainder of the balance on the account without
further notice to the Affiliate upon expiry of 45 days from the date of
the Inactive Account Notice.
11. Cost Per Acquisition (CPA) Payments
11.1
If you are entitled to receive a CPA payment under the terms of a
written agreement between you and Kakekko Rin Rin, you will receive a
one-time CPA payment to be established by Kakekko Rin Rin in its sole
discretion (the “CPA Payment”) for every New Customer you refer who
meets the following qualifications:
- a)
the customer meets the territory and age requirements to lawfully
register an account on the Kakekko Rin Rin Site and participate in online
gambling activity;
- b) the
customer successfully completes a first-time registration on the 10Bet
Japan Site and opens an account subject to the Kakekko Rin Rin Site’s terms
and conditions; and
- c) the
customer deposits the minimum required amount and meets the minimum
wagering activity requirements, as established by Kakekko Rin Rin and
agreed expressly in writing.
11.2
Where a Chargeback is received against a New Customer, or issuance of a
credit to a New Customer occurs, the Affiliate shall not be eligible
for a CPA Payment in respect of that New Customer, and any CPA Payment
previously made to you in respect of such New Customer will be deducted
from future payments due to you.
12. General Commission Terms
12.1
We may conduct special promotions related to certain products,
services, games, customer activity, special events, and other matters
through the Programme Portal from time to time (“Special Promotions”)
and in connection with same, establish certain additional terms,
Commission rates, CPA pay-out rates, incentives, deposit and wagering
requirements, or other additional terms and conditions (“Special
Terms”). In the event you wish to participate in one of the Special
Promotions, you understand and agree that such participation will be
subject to the Special Terms, as applicable.
12.2
All payments due to you are based on our own statistics, records and
calculations. All decisions made by us regarding the tracking,
calculation or payment of your Commissions or other payments shall be
made by us in our sole discretion.
12.3
We reserve the right to review all activity in connection with your
participation in the Programme for possible Fraudulent Activity or
activity which we believe in our sole discretion to be in bad faith or
violation of these Terms.
12.4 We do
not pay for customers who have already registered an account at one of
the Kakekko Rin Rin Sites. If the customer already exists in our system, or
the system of any Kakekko Rin Rin Site, you are not eligible to receive any
payments in respect of the customer.
12.5
We do not pay fees or commissions in connection with Match Betting,
Arbitrage Betting, artificially generated traffic (including Bots) or
any roulette playing schemes or casino systems where players are
advised on how to play to beat the casino.
12.6
Unless you have entered into a separate written agreement with us
permitting such payments, we do not pay for incentivised traffic in any
form.
12.7 You will not be entitled to
any payment related to any customer activity and/or traffic that we
deem, in our sole discretion, to be unlawful, abusive, not generated in
good faith, or based on Fraudulent Activity.
12.8
We do not pay for any customer activity related to brand bidding or any
activity which we consider to be a breach of our intellectual property
rights.
12.9 We reserve the right to
pass on any Fraud Costs to your account. These Fraud Costs shall be
deducted from any payment owed to you. In the event that the Fraud
Costs exceed the amount of payments owed to you, we reserve the right
to collect such sums from you directly.
12.10
We reserve the right to refuse any potential New Customer, to close a
customer's account, or to take other action which we may deem necessary
in order to preserve the integrity or safety of the Kakekko Rin Rin Sites.
In the event that we refuse, suspend or close any customer's account
for any reason, you will not be entitled to earn Commissions in respect
of those customer accounts.
13. Payment Terms
13.1
Your Kakekko Rin Rin Affiliate account must have a minimum of one (1)
referred New Customers in the prior three calendar months before you
may be eligible for any affiliate payment.
13.2 You will only be paid an affiliate Commissions payment once you have a balance of at least €20 owing to you.
13.3
If you have selected wire transfer as your method of payment, you will
only be paid by bank wire if the total amount owed is €250 or more (or
the local currency equivalent). If the total amount owed is less than
€250 (or the local currency equivalent), you can receive payment by
ecoPayz.
13.4 If you are eligible to receive affiliate commission payments, we will process your commissions from the previous month by the end of the following month.
13.5 Inactive Affiliates must actively request payment of their Commissions.
13.6
We shall not be liable to you in any amount whatsoever for late
payments due to technical, third party or any other unforeseen events.
13.7
Payment shall by default be made to you in Euros , however, payments
may upon request also be processed in USD, GBP and JPY at the market
exchange rate (the xe.com mid-market rate) on the date that the payment
report is compiled by Kakekko Rin Rin (between 2nd and 5th day of the
following month).
13.8 You shall not change your payment details after the end of the calendar month in respect of which payment is being made.
13.9
You are responsible for the reporting and payment of any taxes, tariffs
or other governmental fees, charges or levies applicable to any
Commission payable to you in connection with your participation in the
Programme. All amounts payable to you are exclusive of all sales, use,
value-added, withholding, and other taxes and duties. You undertake and
agree to promptly reimburse Kakekko Rin Rin for any and all taxes or duties
that Kakekko Rin Rin may be required to pay in connection with your
participation in the Programme, except for taxes payable on 10Bet
Japan's net income.
13.10 We reserve the right to change the fee payment schedules and methods of calculation at any time, in our sole discretion.
14. Negative Carry-Over
14.1
In the event that the total Net Revenue from your referred New
Customers is negative for a given calendar month, the negative balance
will be carried over from month to month, until a positive balance is
achieved (i.e., until such time as the negative balance has been fully
set-off against future positive amounts generated by your New Customer
referral activity).
14.2 In the event
that you are not eligible for an Affiliate Commissions payment or you
are Inactive Affiliate, and you carry over a positive total Net revenue
amount for a given month, any negative total Net Revenue from the
following calendar month shall be offset against the positive total Net
Revenue carried over from the previous month.
15. Affiliate Networks
15.1
If you are joining the Programme in the capacity of an affiliate
marketing network, you represent, warrant and undertake that the terms
and conditions of your marketing network are at least as restrictive as
those set out herein, and that you shall be responsible for all
activity undertaken by your affiliates. Kakekko Rin Rin reserves the right
in its sole discretion to request written documentation of your
compliance with this clause, and your failure to promptly provide such
documentation upon request shall be deemed a material breach of these
terms.
16. Ownership of Customer Data
16.1
You acknowledge and agree that all information relating to any referred
customer is the exclusive and sole property of Kakekko Rin Rin and/or its
affiliates and that you shall have no rights therein whatsoever
excluding any information that you gather independently, outside of
your participation in the Programme.
16.2
You acknowledge and agree that any data we collect from you may be
transferred to, and stored at, a destination outside the European
Economic Area ("EEA"). It may also be processed by staff operating
outside the EEA who work for us or for one of our suppliers.
17. Sub-Affiliates
17.1
All rights and licenses granted to you hereunder are non-transferable
and non-sublicensable, save that you may assign or delegate any of your
duties or obligations to a sub-affiliate approved in writing by 10Bet
Japan (the “Sub-Affiliates”). Kakekko Rin Rin reserves the right in its
sole discretion to require your Sub-Affiliates to join the Programme as
a condition of their undertaking any activities as a Sub-Affiliate.
17.2
You are responsible for ensuring that all activity of any
Sub-Affiliates is in full compliance with these Affiliate Terms, and
any duties and obligations applicable to you hereunder shall equally
apply to the Sub-Affiliates. Between you and Kakekko Rin Rin, you shall be
solely responsible for ensuring the full compliance with these
Affiliate Terms by Sub-Affiliates, and you shall remain solely
responsible for any acts or omissions of your Sub-Affiliates in
violation of these Affiliate Terms.
17.3
The commission due to you in respect of the activity of any approved
Sub-Affiliate shall be agreed expressly in writing by Kakekko Rin Rin.
Interested Affiliates may contact their dedicated account manager or
the Kakekko Rin Rin support team at [email protected].
You shall not receive any other payment or compensation from such
Sub-Affiliates under these Terms, and you are not entitled to receive
any payment from any second tier Sub-Affiliates or any other tier of
affiliates other than a single tier of Sub-Affiliates.
18. Restriction on Activities by Related Persons / Entities
18.1
In order to prevent the potential for abuse and Fraudulent Activity,
Kakekko Rin Rin does not pay Commissions for customer referrals in certain
circumstances, such as when you have an existing relationship with the
referred customer. While decisions shall be taken on a case-by-case
basis, we provide for illustration purposes the following
non-exhaustive list of scenarios where Commissions shall not be paid:
- a)
you shall not earn a Commission on the activity of any Sub-Affiliate
if: (i) in the event that you are a juristic entity, such Sub-Affiliate
is your employee, director, shareholder or agent or (ii) in the event
that you are a natural person, such Sub-Affiliate is your employee,
agent or direct family member;
- b) you shall not earn any fees or Commissions on any additional Programme account set up by you, or on your behalf;
- c)
you shall not earn Commission on any Programme account/s set up by your
employees or immediate family members, or on their behalf; or
- d)
if you, or, if applicable, your employees, agents, or family members,
sign up as a customer on one of the Kakekko Rin Rin Sites after being
referred to the site by you, we will not pay any Commissions or amounts
related to such activity and we have the right to terminate your
enrolment in the Programme and cancel these Affiliate Terms.
19. Account Security
19.1
You are responsible to guard the security of your Programme username
and password, and may not share your login details with any third
party. You shall be solely responsible for all activity occurring under
your Affiliate account.
19.2 We may
require you from time to time to positively verify your account details
in order to receive continuing Commissions or to prevent Fraudulent
Activity in connection with your account. This is to protect both you
and us from potential illegal or Fraudulent Activity. This verification
process may require the submission of additional personal documentation
proving identity, payment and physical address details.
20. Confidentiality
20.1
During your participation in the Programme, we may share with you
certain Confidential Information owned by Kakekko Rin Rin or its licensors.
You undertake and agree that you will not use the Confidential
Information for any purpose other than to discharge your obligations to
Kakekko Rin Rin in accordance with these Affiliate Terms, and that you will
not publish or disclose the Confidential Information to any third party
without our express written permission.
20.2
You undertake and agree to take all reasonable measures to maintain the
confidentiality of our Confidential Information, which will in no event
be less than reasonable care.
21. Money Laundering; Anti-Bribery
21.1
You undertake and agree that your participation in the Programme shall
not, directly or indirectly, encourage, benefit from, or be party/privy
to, any money laundering or related illegal activities. Kakekko Rin Rin
strictly prohibits, and undertakes efforts to prevent, money-laundering
activities and other activities that may facilitate money-laundering or
the funding of terrorist or criminal activities in connection with the
Programme. You hereby agree to provide Kakekko Rin Rin or its designated
agents with all requested assistance and documentation in connection
with such efforts, including but not limited to: (a) for individuals,
copies of your current: passport, driving licence, utility bill, bank
statement, or other documents; or (b) in the case of a corporation,
copies of: the company's certificate of incorporation, constitutional
documentation, identity of the directors, officers and beneficial
owners of the company. You agree that Kakekko Rin Rin may undertake
independent identity verification procedures in its sole discretion
which may include the procurement of information from public or private
sources for identity verification and crime prevention purposes.
21.2
You understand and agree that some jurisdictions in which we operate
have strict laws on money laundering that may impose an obligation upon
us to report you to the federal or local authorities within such
jurisdictions if we know, suspect or have reason to suspect, that any
transactions in which you are directly, or indirectly, involved,
involve funds, derived from illegal activities, or are intended to
conceal funds derived from illegal activities or involve the use of the
Programme to facilitate criminal activity.
21.3
You understand and agree that, if we have any knowledge, belief or
suspicion that any money laundering or illegal activity may have
occurred, we may at our absolute discretion: (a) immediately suspend,
deregister or terminate your membership of the Programme; (b) decline
to pay you any further Commission and/or (c) report you to the
aforementioned federal or local authorities should we, in our absolute
discretion, determine that we are obliged, by law, to do so.
21.4
Kakekko Rin Rin is committed, in accordance with its zero-tolerance policy
for bribery and corruption (the “Anti Bribery and Corruption Policy”),
to ensure that all of its activities and the activities of all of its
Affiliates and business partners comply with all applicable laws and
regulations and accord to the highest principles of corporate ethics.
Accordingly, in performing your activities under these terms, you
undertake to comply with all applicable laws related to the fight
against bribery and corruption and shall not offer, promise, give,
authorize, solicit or accept any undue pecuniary or other advantage
related to any prospective New Customer “impressions”, “clicks”,
“acquisitions”, “installations”, “views”, “leads”, “registrations”
payments made under this Agreement or otherwise. Kakekko Rin Rin shall
immediately terminate this Agreement if it determines, in its sole
discretion, that any of your activities do not fully comply with this
Anti Bribery and Corruption Policy.
22. Indemnity
22.1
You shall defend, indemnify, and hold us and our directors, officers,
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 your performance of your duties and obligations under
these Affiliate Terms, the performance of your Sub-Affiliates’ duties
and obligations under these Terms, or any breach by you or a
Sub-Affiliate of these Terms or any warranty, representation, or
agreement contained in these Terms.
22.2
In the event we are subject to any third party claim or investigation
as a result of the activities of you or any Sub-Affiliate in connection
with these Terms, we reserve the right to withhold any Commission, fee
or other amount due, as an offset against any cost or liability which
may attach as a result of such claim or investigation, in addition to
any other remedy available to us.
23. Disclaimer of Warranty
23.1
We make no express or implied warranties or representations with
respect to the Programme, the Marketing Material, the Programme Portal,
or any Kakekko Rin Rin Site, including, without limitation, any warranties
of fitness, merchantability, legality, non-infringement, or any implied
warranties arising out of the course of performance, dealing, or trade
usage. In addition, we make no representation that the operation of our
site (including any tracking mechanisms) will be uninterrupted or
error-free, and we make no guarantees regarding the amount of
Commissions which may be generated as a result of your participation in
the Programme. We will not be liable for the consequences of any such
interruptions or errors. Please note that in the event of a systems or
technical malfunction leading to incorrect balances showing on
Affiliate's account or otherwise, Kakekko Rin Rin reserves the right to
manually correct this error and pay to Affiliate the correct amount.
24. Limitation of Liability
24.1
Except in the event of: (a) bodily injury or death caused by 10Bet
Japan's negligence, or (b) any liability which cannot be excluded as a
matter of law, Kakekko Rin Rin's total and aggregate liability towards
Affiliate or any third party, whether in an action based on contract,
tort, warranty or any other legal theory, shall not exceed the amount
of fees or Commissions generated by you during the twelve month period
prior to the incident giving rise to liability, and (ii) in no event
will Kakekko Rin Rin be liable toward Affiliate or any third party for any
special, indirect, incidental, punitive or consequential damages,
including but not limited to damages for loss of profits, business,
revenue, or economic advantage.
25. Term and Termination
25.1
These Terms will come into effect upon your submission of your
registration to the Programme and shall continue until your
participation in the Programme is terminated for any reason.
25.2 Either party may terminate this Agreement for convenience at any time, effective upon written notice to the other.
25.3
Any notice of termination shall be given in writing by either Party to
the other. For purposes of notification of termination, delivery via
e-mail is considered a written and immediate form of notification and
the Affiliate Terms shall accordingly terminate with immediate effect.
25.4 In the event of termination of these Terms for any reason:
- a) all rights and licenses granted to you in these Terms shall immediately terminate;
- b)
you must immediately cease all marketing activity, cease the
distribution of any Marketing Materials, and disable any links from
your Site to any Kakekko Rin Rin Site;
- c)
you must promptly return to us any Confidential information and/or
customer information, and all copies of same in your possession,
custody and control; and
- d) for
clarification purposes, termination will not exculpate you from any
liability arising from any breach of these Affiliate Terms, that
occurred prior to termination.
25.5 Upon termination for any reason, you shall cease to be entitled to receive any further Commissions.
25.6
In the event we terminate your participation in the Programme as a
result of a breach of these terms by you, you shall not be entitled to
receive any additional Commissions effective the date of termination.
In the event we terminate your participation in the Programme as a
result of Fraudulent Activity or activities which we believe to be
unlawful or in bad faith, we reserve the right to recover any payments
previously made to you and seek the recovery of all costs incurred in
the investigation of such activities and the closure of your account,
in addition to any other rights and remedies available at law.
26. Notices
26.1
Any notice or communication hereunder shall be in writing, sent via
e-mail to the party’s designated address. All notices shall be in
English, effective upon sending.
The designated e-mail address for Kakekko Rin Rin Affiliates is: [email protected]
Your
designated e-mail address is the e-mail address provided by you at the
time of registration or as updated thereafter with the Programme.
27. Sale of Your Business
27.1
If you wish to sell, or otherwise dispose of the shares or assets of
your Affiliate business to a third party (or conclude any transaction
of a similar nature with a third party that will result in an effective
change in control of your business) you shall be required, prior to
completing the sale, disposal or transfer, to:
- a)
give us no less than 30 (thirty) days prior written notice of such
intention, provide such details as we may request (which shall include,
but not be limited to, your Affiliate username and full details of the
intended purchaser, including their banking details and, if they are
already an affiliate of the Programme, their Affiliate username and
furnish us with an irrevocable consent and authority to pay the selling
Affiliate’s Commission, after the sale is completed, to the purchaser,
in a form acceptable to us in our sole discretion; and
- b)
make the deed of sale subject to the suspensive condition that we
approve such purchaser as an Affiliate of the Affiliate Programme and
that such intended purchaser shall, subject to our approval (at our
sole discretion) join the Affiliate Programme.
27.2
You agree that we shall have sole discretion to approve or reject any
proposed assignment, novation or transfer of your rights under these
Terms to any prospective purchaser or third party.
27.3
Any approval of your request to novate or transfer your rights to any
third party will terminate your enrolment in the Programme on the date
of transfer.
27.4 If we reject the
intended purchaser as an Affiliate of the Programme and you
nevertheless decide to proceed with the sale/change of control or
transaction contemplated above, then we reserve the right to terminate
your enrolment in the Programme immediately.
28. Relationship of Parties
28.1
You and Kakekko Rin Rin are independent contractors, and nothing in these
Terms will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties.
28.2
You shall not make any claims, representations, or warranties in
connection with us and you shall have no authority to, and shall not,
bind us to any obligations, unless we agree in writing to be so bound.
28.3
You agree that you are not, and shall not be treated as, an employee
with respect to, as applicable, any Internal Revenue Code, Social
Security Act, Federal Unemployment Acts, or other federal, state, or
local statute, ordinance, rule, or regulation of any country whatsoever
similar in purpose to the aforementioned codes and acts.
29. Non-Solicitation
29.1
During your participation in the Programme, and for a period of 6
months after any termination of such participation, you undertake not,
either directly or indirectly, to solicit, or attempt to solicit,
divert or hire away any person engaged by Kakekko Rin Rin as an employee,
contractor or consultant at the time of solicitation or during the 12
month period preceding the solicitation.
29.2
Should you have any doubt as to whether an individual is engaged by
Kakekko Rin Rin, then you must, prior to attempting any solicitation of
such individual, to make a written inquiry of Kakekko Rin Rin in this
regard. Your failure to confirm the status of any individual prior to a
solicitation shall not relieve you from your duties and obligations
under this non-solicitation clause.
29.3
You agree that in the event of a breach of this non-solicitation
clause, Kakekko Rin Rin shall suffer substantial and irreparable harm which
may not be adequately compensated for by the payment of damages. As a
result, Kakekko Rin Rin shall be entitled to seek injunctive relief in any
court of competent jurisdiction to enjoin or prevent such solicitation,
and that this will not limit any other causes of action or legal
redress that may be available to Kakekko Rin Rin.
30. Miscellaneous
30.1
These Terms will be governed by the laws of England and Wales without
reference to rules governing choice of laws. Any action relating to
these Affiliate Terms must be brought in London and you irrevocably
consent to the jurisdiction of these courts. In circumstances where
these Affiliate Terms are presented in a language other than English,
the English language version of these Affiliate Terms shall always
prevail.
30.2 Any disputes arising from
or in connection with these Affiliate Terms shall, at the request of
any Party, be finally resolved in accordance with the rules of the
Centre for Effective Dispute Resolution ("CEDR") by an arbitrator or
arbitrators appointed by CEDR Notwithstanding anything to the contrary
contained in this paragraph, any Party shall be entitled to apply for,
and if successful, be granted, an interdict from any competent court
having jurisdiction.
30.3 Nothing in
this Agreement confers or purports to confer on any third party any
benefit or right to enforce any term of this Contract and the
application of the Contracts (Right of Third Parties) Act 1999 is
hereby excluded.
30.4 Except as
provided in clauses 19.1 (“Authorization of Sub-Affiliates”) and 29
(“Sale of Business”), you may not assign or delegate any right, duty or
obligation under these Affiliate Terms, by operation of law or
otherwise, without our prior written consent. Any attempted assign,
transfer or novation by you in violation of these Affiliate Terms is
void and shall have no effect. Subject to that restriction, these
Affiliate Terms will be binding on, ensure to the benefit of, and
enforceable against you and us and your and our respective successors
and assigns.
30.5 Our failure to
enforce your strict performance of any provision of these Affiliate
Terms will not constitute nor be construed as a waiver of our right to
subsequently enforce such provision or any other provision of these
Affiliate Terms. No waiver will be implied from conduct or failure to
enforce any rights and must be in writing to be effective.
30.6
Neither party shall be liable hereunder by reason of any failure or
delay in the performance of its obligations hereunder on account of
strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, acts of God, war, governmental action, labour conditions,
earthquakes or any other cause which is beyond the reasonable control
of such party.
30.7 The exercise of one
or more of the provisions of these Affiliate Terms shall not preclude
the exercise of any other provision.
30.8
You acknowledge, confirm, and agree that damages may be inadequate for
a breach or a threatened breach of these Affiliate Terms and, in the
event of a breach or threatened breach of any provision of these
Affiliate Terms, the respective rights and obligations of the parties
shall be enforceable by specific performance, injunction, or other
equitable remedy. Nothing contained in these Affiliate Terms shall
limit or affect any of our rights at law, or otherwise, for a breach or
threatened breach of any provision of these Affiliate Terms.
30.9
Whenever possible, each provision of these Affiliate Terms shall be
interpreted in such a manner as to be effective and valid under
applicable law but, if any provision of these Terms 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 these Terms or
any provision hereof.
30.10 Any headings in these Affiliate Terms are inserted for convenience only and shall not affect its construction.
30.11
These Affiliate Terms constitute the entire agreement between the
parties with respect to the subject matter hereof and nullifies all
previous understandings, both oral and written, between the parties in
respect of the subject matter hereof and shall supersede all previous
agreements between the parties, whether made orally or in writing.
These Terms were last amended on 1 October, 2017.