PLEASE READ THIS AGREEMENT CAREFULLY BEFORE JOINING THE AFFILIATE PROGRAM, BY USING THIS WEBSITE AND/ OR REGISTERING AS AN AFFILIATE WITH THE AFFILIATE PROGRAM, THE AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. THEREAFTER, BE SURE TO READ THESE TERMS AND CONDITIONS PERIODICALLY AS GNUF WILL MAKE CHANGES TO THEM FROM TIME TO TIME. THE AFFILIATE WILL BE BOUND BY THESE CHANGES.
INDEX
1. Definitions
2. Terms of Use
3. Appointment as an Affiliate
4. Grant and Nature of License
5. Use of Intellectual Property and Marketing Material
6. Gnuf’s Obligations
7. Affiliate Obligations
8. Confidential Information
9. Data Protection
10. Money Laundering
11. Commission
11A Commission Schedule
12. Termination
12A.1 Sale of Business
12A.2 Death of Affiliate
13. Relationship of Parties
14. Indemnity, disclaimers and Limitation of Liability
15. Miscellaneous
IT IS RECORDED AS FOLLOWS:
(a) Gnuf is the operator of the Partnership Program; and
(b) Affiliates may market and promote certain casinos and poker rooms represented by the Partnership Program; and
(c) These terms and conditions govern the relationship between Affiliates, Gnuf and the Partnership Program.
THE PARTIES AGREE AS FOLLOWS:
1. Definitions:
In these terms and conditions the following words and expressions shall have the following meanings:
1.1 ‘Affiliate’ shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by the Partnership Program as an Affiliate of the Partnership Program in terms of this Agreement;
1.2 ‘Agreement’ shall mean this affiliate agreement, including the online application form, these terms and conditions and all appendices and annexures incorporated herein by reference, including the Commission Schedule and all future updates and additions thereto.
1.3 ‘Bonus-Cash Items’ shall mean the value of free credits or Cash awarded to Customers by a Gnuf Product as from their first raked hand.
1.4 ‘Cash’ shall mean monetary value or cash spent on incentives and value added services whether promotional or transactional for the benefit of a Customer recruited by an Affiliate.
1.5 ‘Charge Back’: Where a Customer or the credit card issuing bank or any other third party payment solution provider effects a reversal of charges in relation to a credit card of third party purchase transaction which for the purposes of calculating a Customer’s Net Win and Net Rake shall be regarded as Fraud;
1.6 ‘Commencement Date’: the first day of the month following the month in which the Affiliate accepts the Gnuf Affiliate Program terms and conditions and is accepted by Gnuf as an Affiliate;
1.7 ‘Commission’ means the commission and/or fees which Gnuf shall pay to an Affiliate as set out in Clause 11A below and as agreed additionally in writing between the parties;
1.8 ‘Confidential Information’ shall mean:
1.8.1 any information of whatever nature, which has been or may be obtained by the Affiliate from Gnuf or the Partnership Program and/or its Licensors, relating to Gnuf’s or the Partnership Program’s information and whether in writing or in electronic form or pursuant to discussions between the Partnership Program and the Affiliate, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas;
1.8.2 analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and Gnuf and/or the Partnership Agreement resulting from this Agreement;
1.9 ‘Copyright’ for purposes of this agreement shall be limited to the existing and future copyright in the trade mark devices, logos, getup, trade dress, websites, Marketing Material and/or trading styles relating to, or incorporated in, the Gnufs’ Websites.
1.10 INTENTIONALLY LEFT BLANK
1.11 ‘Customer’ shall mean a person or entity that the Affiliate directs in any manner to a Gnuf Product and who can be linked to the Affiliate’s Affiliate ID and who opens an account with such Gnuf Product. In addition, a Customer shall mean a new Customer who is referred by an Affiliate and who does not and has not previously held an account at any Gnuf Product. By opening an account with a Gnuf Product, that person or entity will become a Gnuf Customer and, accordingly, all Gnuf Website’s rules, policies, and operating procedures will apply to them;
1.12 ‘Derivative Domain Name’ shall mean any domain name which is not a Prohibited domain name, and which incorporates in whole, or in part, any of the Trade Marks.
1.13 ‘Derivative Website’ shall mean a website established by the Affiliate, which incorporates in whole, or in part, any of the Intellectual Property;
1.14 ‘Fraud’ shall mean any conduct that Gnuf in its sole discretion determines to be fraudulent conduct which shall include, but not be limited to, fraudulent credit card transactions and/or Charge Backs.
1.15 ‘Fraudulent Activity’ shall mean a deception which in the sole opinion of Gnuf is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain;
1.16 ‘Fraud Costs’: Any costs (financial or otherwise) that Gnuf incurs as a direct of indirect result of Fraud or Fraudulent Activity by an Affiliate, an Affiliate’s employees and/or Customers;
1.17 ‘Gnuf’ shall mean Gnuf Limited
1.18 ‘Gnuf’s Products’ shall mean
Gnuf Online Poker Room and Gnuf Online Casino
1.19 ‘Gnuf’s Website/s’ are websites situated at, but not limited to, the following URLs:
www.gnuf.com
www.gnuf.net
www.gnuf.biz
1.20 ‘Gross Rake’ shall mean the total revenue generated as a result of all raked hands by all Customers introduced to a Gnuf Product by an Affiliate.
1.21 ‘Intellectual Property’ shall mean
1.21.1 the Trade Marks; and
1.21.2 the Copyright.
1.22 ‘IP Documentation’ shall mean the written document(s) published by Gnuf from time to time on the Partnership Program Website containing:
1.22.1 a non-exhaustive, directory of the Intellectual Property; and
1.22.2 detailed instructions and guidelines pertaining to the appropriate use and application of the Intellectual Property.
1.23 ‘License’ shall mean a non-transferable and non-exclusive right granted to the Affiliate by Gnuf to use the Intellectual Property only as is strictly necessary to adequately and effectively direct Customers to the respective Gnuf Products, in accordance with the terms and conditions of this Agreement.
1.24 ‘Marketing Material’ shall mean various forms of branded, creative material, including but not limited to, online banners, html and text mailers, promotional material and other online and offline marketing material which Gnuf may provide the Affiliate and/or make available to Affiliate on the Partnership Program Website.
1.25 ‘Notice’ shall mean a written document
1.26 ‘Partnership Program’ shall mean the affiliate program operated by Gnuf;
1.27 ‘Partnership Program Website’ shall mean the website hosted by Gnuf at www.gnuf.biz which advertises and promotes the Partnership Program;
1.28 ‘Parties’ shall mean Gnuf and the Affiliate collectively and ‘Party’ shall mean either Gnuf or affiliate individually.
1.29 ‘Poker Net Rake’ shall mean the Gross Rake of a Customer less Bonus-Cash Items less Cash less Fraud costs.
1.30 ‘Prohibited Domain Name’ shall mean a domain name, irrespective of territory or Top Level Domain (TLD), which is identical or confusingly similar to Gnuf’s, and/or Gnuf’s Websites and/or Gnuf’s Websites licensors trade and/or services marks and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever. A non-exhaustive list of Prohibited Domain Names can be found on the Partnership Program Website
1.31 ‘Second-tier Affiliate’ shall mean a person or entity that the Affiliate directs in any manner to Gnuf and who can be linked to The Affiliate’s Affiliate ID, which person or entity becomes an Affiliate of Gnuf;
1.32 ‘Spam’ means any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose).which is intentionally transmitted to multiple commercial electronic mail messages from or through a computer
1.33 ‘Term’ shall be the term of this Agreement, commencing on the activation of the Affiliate’s account and remaining in full force and effect until the Affiliate’s account is terminated in accordance with this Agreement (termination date).
1.34 ‘Trade Marks’ for purposes of this agreement shall be limited to mean the trade mark applications and registrations listed in the IP Documentation, including equivalent and/or similar applications and registrations in all other countries, the goodwill and/or reputation which attaches to all the aforementioned, as well as the goodwill and/or reputation in the getup, trade dress and/or trading style which relate to or are associated with the registered and/or unregistered trade marks;
1.35 ‘Written /Writing’ shall include e-mail
2. Terms of Use of this Agreement
2.1 An Affiliate must successfully comply with the provisions of Clause 3 of this Agreement prior to this Agreement coming into force and effect. The Affiliate’s successful application to become an Affiliate in the Partnership Program in terms of Clause 3 confirms the Affiliate’s acceptance of this Agreement and is subject to the Affiliate’s continued compliance with the terms and conditions of this Agreement.
2.2 The Affiliate should be advised that many of the provisions of these Terms and Conditions are created and imposed for the benefit of Gnuf, who has accepted all benefits so created and imposed.
3. Appointment as an Affiliate
3.1 Gnuf shall evaluate the Affiliate’s application on submission thereof.
3.2 Upon request from Gnuf, the Affiliate will provide Gnuf with:
3.2.1 A list of Derivative Domain Names;
3.2.2 Information on how the Derivative Domain Names are being used;
3.2.3 Information on the quality of a Derivative Website including but not limited to information about the website’s content, and design;
3.2.4 The Affiliate’s application information will be compared to the domain name registration information in a WHOIS database for those domain names identified in Clause 3.2.1 above;
3.2.5 Information about the Affiliate’s area of focus including but not limited to online casinos, sportsbooks, and poker initiatives;
3.2.6 The Affiliate’s preferred marketing methods including domain names and websites at which Affiliate may market Gnuf’s Products and/or Gnuf’s Websites; and
3.2.7 The Affiliate’s target market.
3.2.8 Any additional information which Gnuf in its sole discretion deems necessary to assess Affiliate’s application.
3.3 After submitting the information required in Clause 3.2, the Affiliate will be required to confirm the information provided on registration as well as any additional information provided in terms of clause 3.2.
3.4 The Affiliate will provide proof of identification including, where possible, a government-issued identification number.
3.5 The Affiliate must also provide Gnuf with its banking details for the payment of Commission.
3.6 After having complied with Clause 3.1 to Clause 3.5 the Affiliate will be notified in a timely manner of Gnuf’s acceptance or rejection thereof and the parties shall thereafter agree upon the terms and structure of the Commission to be paid to the Affiliate. The Affiliate acknowledges and agrees that the acceptance of his application depends on its compliance with the provisions of this Clause 3. The acceptance or rejection of any application made by an Affiliate is at Gnuf’s sole discretion.
3.7 Should Gnuf accept the Affiliate’s application and following agreement between the parties of the terms and structure of the Commission to be paid to the Affiliate,, the Affiliate will be granted a license in accordance with Clause 4 of this Agreement.
3.8 The Affiliate hereby consents to Gnuf independently verifying any information provided to it by the Affiliate pursuant hereto and any other information provided to Gnuf by the Affiliate from time- to- time pursuant to a specific request by Gnuf for such information.
4. Grant and Nature of License
4.1 Upon activation of the Affiliate’s account, and subject to this Agreement, particularly clause 5 hereunder, Gnuf hereby grants to the Affiliate the License for the Term. For the sake of clarity, in terms of the License the Affiliate is only permitted to:
4.1.1 Acquire and use a Derivative Domain Name/s;
4.1.2 Establish, host, publish and market a Derivative Website/s; and
4.1.3 Acquire and use the Marketing Material for the exclusive benefit of Gnuf.
4.2 The Affiliate shall not have the right to sub-license the Intellectual Property in any way whatsoever, either in whole or in part to any third party.
4.3 Any right not specifically granted in terms of this Agreement is specifically reserved for the exclusive use of Gnuf and/or its licensors.
5. Use of Intellectual Property and Marketing Material
5.1 Prohibited Domain Names:
5.1.1 The Affiliate may not register a Prohibited Domain Name.
5.1.2 Should an Affiliate register a Prohibited Domain Name, and without prejudice to any legal remedy or right that Gnuf and/or its licensors may have in law, Gnuf shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to Gnuf.
5.1.3 A decision as to whether or not a particular domain name is a Prohibited Domain Name is left to the sole discretion of Gnuf. Gnuf’s decision in this regard will be final and binding on the Affiliate.
5.2 Derivative Domain Names:
5.2.1 The Affiliate may register and use one or more Derivative Domain Names.
5.2.2 The Affiliate will, throughout the course of the Agreement between the parties, supply Gnuf with written, accurate and complete lists of Derivative Domain Names that the Affiliate has or intends to register, acquire or use. Any new additions or amendments to the Affiliate’s list of Derivative Domain Names will be communicated to Gnuf as soon as is reasonably possible.
5.2.3 The Affiliate recognizes and accepts that Derivative Domain Names will at all times remain the beneficial ‘property’ of Gnuf and/or its licensors and in this regard agrees to hold the Derivative Domain Name in Trust on behalf of Gnuf for the Term. On expiry of the Term or on the termination of this Agreement, for whatever reason, the Affiliate will transfer, or cause to be transferred, all Derivative Domain Names to Gnuf, or an entity duly nominated by Gnuf in writing, without delay.
5.2.4 In order to comply with the provisions of clause 6.2.3, the Affiliate hereby undertakes to sign and/or complete any and all documents or procedures, and do all things necessary to facilitate the speedy and proper transfer of all Derivative Domain Names to Gnuf, or an entity duly nominated by Gnuf in writing.
5.2.5 All rights or advantages, and without limitation goodwill, that may arise due to the use of the Derivative Domain Name will accrue for the sole benefit of Gnuf and its licensors.
5.2.6 Should the Affiliate no longer require a particular Derivative Domain Name, the Affiliate will, in a timely manner prior to the URL expiring, inform Gnuf of its intention not to pay the renewal fee, and will if requested to do so by Gnuf, provide all necessary assistance to transfer the Derivative Domain Name to Gnuf, or an entity duly nominated by Gnuf in writing, without delay.
5.2.7 Without exception, a Derivative Domain Name may only be used for the following purposes:
5.2.7.1 To resolve to the respective Gnuf Website; or
5.2.7.2 To resolve to a Derivative Website; on condition that:
a) if the Affiliate is marketing and promoting only one of Gnuf’s Websites, the Affiliate may only market and promote the particular Gnuf Website corresponding with the Derivative Domain Name;
b) if the Affiliate is marketing and promoting more than one of Gnuf’s Websites the Affiliate shall give prominence to the Gnuf Website corresponding with the Derivative Domain Name;
c) the Derivative Website does not market and/or promote competitor brands or products.
5.2.8 Gnuf reserves the right, in its sole discretion, to terminate this Agreement with immediate effect and claim transfer of the Derivative Domain Name to Gnuf if the Affiliate, its agent or nominee does not strictly adhere to the provisions of clause 5.2.7.
5.2.9 A decision as to whether or not a Derivative Domain Name is a Prohibited Domain Name is left to the sole discretion of Gnuf. Gnuf’s decision in this regard will be final and binding on the Affiliate.
5.3 Derivative Websites and Marketing Material
5.3.1 If the Affiliate elects to establish and promote a Derivative Website, the Affiliate will ensure that the Derivative Website complies in all aspects with the guidelines published in the IP Documentation as may be updated from time-to-time. Without limiting the general nature of this responsibility, the Affiliate will ensure that the Intellectual Property will accurately reflect any and all amendments, enhancements and additions as outlined in the IP documentation or as officially applied to the respective Gnuf Website.
5.3.2 Regarding the establishment, operation and maintenance of Derivative Website, the Affiliate will be solely responsible for:
5.3.2.1 The development, operation, and maintenance of the website;
5.3.2.2 The content of its website; and
5.3.2.3 Ensuring that any and all content posted on the website, including, but not limited to, images, graphics, data and text, are not libelous or otherwise illegal.
5.3.3 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of Gnuf. Gnuf’s decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by Gnuf or its designated agent to remedy the situation, failing which Gnuf shall be entitled to terminate the Agreement with immediate effect.
5.3.4 The Affiliate undertakes to use its best endeavours to ensure that the reputation, goodwill and proprietary rights that vests in the Intellectual Property are protected, maintained and wherever possible, enhanced for the ultimate benefit if Gnuf and it’s licensors.
5.4 Marketing Material
5.4.1 Upon activation of the Affiliate’s account, the Affiliate shall be provided access to the Intellectual Property and the Marketing Material via the Partnership Program Website.
5.4.2 Without derogating from the Affiliate’s other obligations in terms of the Agreement, the Affiliate agrees to:
5.4.2.1 Procure and utilize new and updated Intellectual Property and or Marketing Material forthwith after it is made available to the Affiliate by Gnuf on the Partnership Program Website.
5.4.2.2 The Affiliate shall, when using the Intellectual Property and Marketing Material, cause them to be reproduced and applied exactly and accurately and shall use them in accordance with the specifications and directions laid down by Gnuf from time-to-time (whether in the IP Documentation or otherwise).
5.4.3 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of Gnuf. Gnuf’s decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by Gnuf or its designated agent to remedy the situation, failing which Gnuf shall be entitled to terminate the Agreement with immediate effect.
5.4.4 The Affiliate may design its own Marketing Material for the sole purpose of directing Customers to Gnuf’s Websites, subject to the following terms and conditions:
5.4.4.1 The Affiliate will strictly adhere to the instructions and guidelines as set out in the IP Documentation pertaining to the use and application of the Intellectual Property. If the use and/or application of any of the Intellectual Property is not specifically dealt with in the IP Documentation, then prior to the Intellectual Property being used, the Affiliate shall first obtain Gnuf’s prior written approval or instructions on how to proceed.
5.4.4.2 The Affiliate will furnish Gnuf, upon written request, with such information and reports, including but not limited to samples of any marketing material, as may be required by Gnuf in connection with the Affiliate’s use of the Intellectual Property; and
5.4.4.3 Any proposed changes to the Intellectual Property or Marketing Material that the Affiliate may wish to make (and then only in terms of the guidelines laid down in the IP Manuals) shall be submitted to Gnuf for prior written approval prior to the use or publication thereof.
5.5 General
5.5.1 The Affiliate acknowledges that the Intellectual Property will at all times remain the property of Gnuf and/or its licensor’s. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the Intellectual Property, other than those provided in terms of the License.
5.5.2 The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of Gnuf’s or Gnuf’s licensor’s rights, title and interest in and to the Intellectual Property
5.5.3 The Affiliate shall not in any way represent that it has any rights of any nature in the Intellectual Property, other than those that it enjoys in terms of this Agreement
5.5.4 The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of the Agreement and that it can give full effect to such obligations.
5.5.5 The Affiliate shall, as soon as it becomes aware thereof, give Gnuf, in writing, full particulars of any use or proposed use by any other person, firm or company, of a trade name, trade mark or get-up of goods or mode of promotion or advertising or any element of the Intellectual Property, which amounts or might amount either to infringement of Gnuf’s rights in relation to the Intellectual Property or to any other form of passing-off.
5.5.6 If the Affiliate becomes aware that any other person, firm or company alleges that the Intellectual Property is invalid or that use of the Intellectual Property infringes any rights of another party or that the Intellectual Property is otherwise attacked or attackable, the Affiliate will immediately give Gnuf full particulars in writing and shall make no comment or admission to any third party in respect thereof.
5.5.7 Gnuf and/or its licensors shall have the sole conduct of all proceedings relating to the Intellectual Property and will in their sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of the Intellectual Property or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property. The Affiliate shall not be entitled to bring or defend any action for infringement of the Intellectual Property, and Gnuf and/or its Licensors shall not be obliged to bring or defend any proceedings in relation to the Intellectual Property if they decide in their sole discretion not to do so
5.5.8 Gnuf and/or its licensors will throughout the subsistence of this Agreement, at their own expense, maintain all Intellectual Property registrations in force and shall pay all renewal and any other fees necessary for this purpose. Should any of the Intellectual Property lapse or be held to be invalid for whatever reason, this License will continue in respect of the remainder of the Intellectual Property.
6. Gnuf’s Obligations
6.1 Gnuf will register Customers and track their purchases and their play where appropriate. Gnuf has the right to refuse Customers (or to close their accounts) if necessary, to comply with any requirements that they may periodically establish.
6.2 Gnuf will provide the Affiliate with such Marketing Material as is strictly necessary to market and promote the Gnuf’s Websites and Products.
6.3 Gnuf will track Customers’ purchases and, in respect of certain of the Gnuf’s Brands, Customers’ wins and losses and will provide reports summarizing their activity. Notwithstanding this, the form, content and frequency of the reports may, at Gnuf’s discretion, vary from time to time. Gnuf will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. To gain access the Affiliate will need to use the Affiliate’s Affiliate Number as provided to the Affiliate by Gnuf and Password as chosen by the Affiliate.
6.4 Gnuf will facilitate payment of Commission to the Affiliate as agreed between the parties in writing and contained within a separate Commission Schedule.
7. Affiliate Obligations
7.1 By applying to be registered as an Affiliate of the Partnership Program, the Affiliate warrants that:
7.1.1 The information the Affiliate provides Gnuf on registration is complete, valid and honest;
7.1.2 In the event the Affiliate is a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and
7.1.3 The execution of this Agreement by such person, and the performance by the Affiliate of the Affiliate’s obligations and duties hereunder, do not and will not violate any agreement to which the Affiliate are a party or by which the Affiliate are otherwise bound.
7.2 The Affiliate hereby accepts the appointment as Gnuf’s Affiliate in terms of Clause 3 above. The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist Gnuf in the provision of services arising from the Affiliate’s referrals. The Affiliate shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than the Affiliate.
7.3 The Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith, whether or not it actually causes damage to Gnuf, its Licensor or Affiliates. Gnuf and/or its Licensor has and reserves the right to terminate this Agreement immediately should such activity arise through a person directed to Gnuf’s Websites via the Affiliate’s link and to withhold the Commissions payable to the Affiliate at any time irrespective of whether such mentioned traffic was directed from the Affiliate’s link with or without the Affiliate’s knowledge.
7.4 In the giving of effect to this Agreement the Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.
7.4.1 Any form of Spam will result in the Affiliate’s account being placed under review and all funds due to the Affiliate being withheld pending an investigation. If Gnuf and/or its Licensor incur expenses and/ or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/ or damages will be deducted from the Affiliate’s account. If this occurs, the amount of such expenses and/ or damages as determined by Gnuf and/or its Licensor will be deemed fair and final and acceptable to the Affiliate. Should these expenses and/ or damages not be covered by funds in the Affiliate’s account, Gnuf has the right to investigate other alternative means for obtaining payment, for example: should the Affiliate’s account have generated purchasing accounts Gnuf will hold payment of commission for these accounts until such a time as the account for expenses and/ or damages has been cleared. Should the Affiliate’s account not be active nor be generating profit through commission payments Gnuf shall have the right to demand payment from the Affiliate.
7.4.2 Should the Affiliate require more information regarding Gnuf’s Spam policy, please contact Gnuf at partner@gnuf.biz
7.4.3 Should the Affiliate wish to report any incidences of Spam, please contact Gnuf at partner@gnuf.biz
8. Confidential Information
8.1 Except as otherwise provided in this Agreement or with the express written consent of the relevant party hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement and any documentation referred to herein, business information and technology concerning Gnuf or the Affiliate, respectively, or any of Gnuf’s Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto.
8.2 During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Gnuf’s Websites, Gnuf’s Products and/ or the Partnership Program (including, for example, Commission earned by the Affiliate under the Partnership Program). The Affiliate agrees to neither disclose nor allow unauthorized use of the Confidential Information by third persons or outside parties unless the Affiliate has Gnuf’s prior written consent and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliate’s obligations with respect to Confidential Information shall survive the termination of this Agreement. An Affiliate may not be a party ( whether directly or indirectly) to any Fraudulent Activity
8.3 Within 3 (THREE) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof.
9. Data Protection
The Affiliate shall comply with any relevant data protection laws in the jurisdiction in which the Affiliate is domiciled and any jurisdictions in which the Affiliate operates.
10. Money Laundering
10.1 The Affiliate may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.
10.2 It is recorded that some jurisdictions in which Gnuf operates have strict laws on money laundering that may impose an obligation upon Gnuf to report the Affiliate to the federal or local authorities within such jurisdictions if Gnuf knows, suspects or has reason to suspect that any transactions in which the Affiliate is directly or indirectly involved, amongst other things, involves funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Partnership Program or Gnuf’s Products or Gnuf’s Websites to facilitate criminal activity.
10.3 If Gnuf has any knowledge or suspicion envisaged above it may:
10.3.1 Immediately suspend, deregister or terminate the Affiliate’s membership of the Partnership Program; and/or
10.3.2 At Gnuf’s absolute discretion, not pay the Affiliate any funds due to the Affiliate as Commission.
10.4 Gnuf reserves the right to report the Affiliate to the aforementioned federal or local authorities should Gnuf, at its absolute discretion, determine that it is obliged, by law, to do so.
11. Commission and Commission Schedule
11.1 Restrictions
11.1.1 The Affiliate is restricted to one Affiliate account only;
11.1.2 The Affiliate shall not earn Commission on the Net Win and/ or Net Rake of any Second-tier Affiliate if, in the case that the Affiliate is a juristic entity, they are the Affiliate’s employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, they are the Affiliate’s employee, agent or direct family member;
11.1.3 Affiliates shall not earn Commission on the Net Win and/ or Net Rake on the Affiliate’s own Customer Account nor on the Customer Account/s of the Affiliate’s employees or immediate family members.
11.1.4 Only with the express written permission of Gnuf may an Affiliate or an Affiliate’s employees sign up as a Customer at one of Gnuf’s Websites. If such express written permission is not sought by the relevant Affiliate or Affiliate’s employee, Gnuf shall have the right to terminate this Agreement.
11.2 Gnuf has and reserves the right to pass on any financial costs to the Affiliate’s account that Gnuf may incur due to fraudulent activity by the Affiliate, the Affiliate’s employees and/ or Customers/ players whom the Affiliate, as Affiliate, have introduced to Gnuf’s Websites.
11.3 If Gnuf (in its sole and unfettered discretion) determines that an Affiliate is abusing the Commission Model as agreed between the parties within the Commission Schedule, so as to unfairly gain an advantage, Gnuf may withhold any Commissions due to such Affiliate and change the Affiliate’s Commission Model.
11.4 Gnuf will process the Commission earned by the Affiliate in the previous calendar month by the tenth working day of the following month however, where the sum of the Commission due is less than USD $100, that sum shall be carried over and added to the Commission due to the Affiliate the following month and so on and so forth until the sum of the Commission due to the Affiliate is more than USE $100 when payment of the Commission shall be effected. Gnuf shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.
11.5 Payment shall be made by Gnuf to the Affiliate by way of the method selected by the Affiliate on registration, but only in US Dollars.
11.6 Notwithstanding anything to the contrary contained in this agreement, if the Affiliate accrues a negative balance with regard to Commissions due to Customer winnings and/or any other form of expenses applied to the calculation of Commission in terms of this agreement, such negative account balance shall not carry over to the next period for the purposes of Commission calculation. Any negative balance items accrued to the Affiliate and resulting from any form of Fraud and/or Fraudulent Activity, howsoever arising shall carry-over to subsequent periods for the purposes of Commission calculation.
11A. Commission Schedule
Commission shall be paid to Affiliates based on the Calculations in clauses 11A.1, 11A.2 and 11A.3 below the structure and terms of which shall be agreed upon between the Parties on an individual basis.
11A.1 Calculation of Cost per Acquisition Commission
An Affiliate will earn a once-off Commission for each Customer provided that the Customer has made a first single deposit of at least $20 and has accumulated a minimum of 100 Gnuf Points after having opened a new Account at one of the Gnuf Products.
11A.2 Calculation of Revenue Share Commission
An Affiliate will earn Revenue Share Commission based on the Poker Net Rake/Casino Net Win of a Customer provided that the Customer has made a first single deposit of at least $20.
11A.3 Calculation of Commission of Second-tier Affiliates
An Affiliate will earn a sum equivalent to 10% of the Commission of a Second-tier Affiliate on Commission earned by such Second-tier under the provisions of 11A.2 above.
12. Termination
12.1 This Agreement can be terminated by Gnuf at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.
12.2 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 Agreement shall accordingly terminate with immediate effect.
12.3 All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to Gnuf and Gnuf’s Websites, Gnuf’s Products from its site and disable any links from its site to same. In particular, the Affiliate shall immediately remove access to any Derivative Website established by it.
12.4 Upon termination for reasons other than breach of this Agreement by the Affiliate, the Affiliate shall continue to be entitled for a period of one year to receive Commission as agreed between the parties within the Commission Schedule.
12.5 Gnuf may withhold the Affiliate’s final six monthly payments for up to three months each to ensure that the correct amount has been calculated and paid.
12.6 If Gnuf continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
12.7 The Affiliate will return to Gnuf any and all Confidential Information and/ or Customer Information, including all copies in the Affiliate’s possession, custody and control and will cease all uses of any of the Intellectual Property. The Affiliate will take immediate steps to transfer ownership to the Gnuf, of each Derivative Domain Name established by the Affiliate, at Gnuf’s cost, not exceeding that incurred by the Affiliate on registering the Derivative Domain Name.
12.8 The Affiliate and Gnuf and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.
12.9 GNUF MAY TERMINATE THIS AGREEMENT IF IT IS DETERMINED AT GNUF’S SOLE DISCRETION THAT THE AFFILIATE’S SITE IS UNSUITABLE. Unsuitable sites are, inter alia, but not limited to, those sites that are aimed at children, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights, or are otherwise considered by Gnuf to bring Gnuf into disrepute, or to prejudice the interests of Gnuf in any way.
12A Sale of Business; Death of Affiliate
12A.1 Sale of Business
12A.1.1 Gnuf recognises that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. Gnuf requires an Affiliate to recognise and respect that the personal qualities, probity and background of Gnuf affiliates is vital to Gnuf’s decision to accept a person as an Affiliate of the Partnership Program.
12A..1.2 If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/ her/ its 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 his/ her/ its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:
12A..1.2.1 give Gnuf no less than 30 (thirty) day’s prior written notice of such intention, simultaneously provide such details as Gnuf may request (which shall include, but not be limited to, the selling Affiliate’s Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Partnership Program, their Affiliate ID) and furnish Gnuf with an irrevocable consent and authority to pay the selling Affiliate’s Commission, after the sale is completed, to the purchaser; and
12A..1.2.2 make the deed of sale subject to the suspensive condition that Gnuf approve such purchaser as an Affiliate of the Partnership Program and that such intended purchaser shall, subject to Gnuf’s approval (at Gnuf’s sole discretion) join the Partnership Program.
12A..1.3 If Gnuf rejects the intended purchaser as an Affiliate of the Partnership Program and the selling Affiliate nevertheless decides to proceed with the sale, Gnuf shall terminate this Agreement insofar as it relates to the selling Affiliate, the business sold and/ or the purchaser.
12A.2 Death of Affiliate
12A.2.1 In the event of an Affiliate’s death, Gnuf shall require that the executor of the deceased Affiliate’s estate (or similarly charged person) furnishes Gnuf with certified copies of their authority to act on the deceased Affiliate’s estate’s behalf, the deceased Affiliate’s death certificate and proof of the deceased Affiliate’s beneficiaries’ identities.
12A..2.2 The Affiliate hereby agrees that Gnuf shall be obliged to pay his/ her estate and/ or beneficiaries:
12A..2.2.1 only once Gnuf has received the information required in Clause 13A.2.1 above; and
12A..2.2.2 any sums that may have accrued to the deceased Affiliate as Commission prior to his/ her death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after his/ her death. The Affiliate hereby waives (on his/ her behalf and on behalf of his/ her estate, heirs, beneficiaries, successors or assigns) any rights that he/ she (or they) may have to any further sums of money and/ or Commission under this Agreement.
13. Relationship of Parties
13.1 The Affiliate and Gnuf are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on Gnuf’s behalf. The Affiliate shall not make any statement, whether on the Affiliate’s site or otherwise, that conflicts with this Clause.
13.2 The Affiliate will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.
13.3 The Affiliate shall not make any claims, representations, or warranties in connection with Gnuf and the Affiliate shall have no authority to, and shall not, bind Gnuf to any obligations outside of this Agreement, unless agreed to in writing by Gnuf.
14. Indemnity, disclaimers and Limitation of Liability
14.1 The Affiliate shall defend, indemnify, and hold Gnuf, its electronic cash providers, suppliers, contractors, agents, their 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:
14.1.1 Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;
14.1.2 The performance of the Affiliate’s duties and obligations under this Agreement;
14.1.3 The Affiliate’s negligence; or
14.1.4 Any injury caused directly or indirectly by the Affiliate’s negligent or intentional acts or omissions, or the unauthorized use of Gnuf’s banners and link or this Partnership Program.
Further, the Affiliate will indemnify and hold Gnuf harmless from all damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of the Affiliate’s site.
14.2 Gnuf makes no express or implied warranties or representations with respect to the Partnership Program, Gnuf or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Gnuf makes no representation that the operation of Gnuf’s Websites (including service and tracking) will be uninterrupted or error-free. Gnuf will not be liable for the consequences of any such interruptions or errors.
14.3 Gnuf will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Partnership Program, even if it has been advised of the possibility of such damages. Further, Gnuf’s aggregate liability arising with respect to this Agreement and the Partnership Program shall not exceed the total Commission paid or payable by Gnuf to the Affiliate under this Agreement. Gnuf’s obligations under this Agreement do not constitute personal obligations of its directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
15. Miscellaneous
15.1 This Agreement will be governed by the laws of England and Wales, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the Royal Courts of Justice, London and the Affiliate irrevocably consents to the jurisdiction of its courts.
15.2 Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.
15.3 The Affiliate may not assign this Agreement, by operation of law or otherwise, without Gnuf’s prior written consent. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against the Affiliate and Gnuf and the Affiliate’s and Gnuf’s respective successors and assigns.
15.4 Gnuf’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Gnuf’s right to subsequently enforce such provision or any other provision of this Agreement.
15.5 Gnuf’s rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Affiliate acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of Gnuf’s rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Gnuf’s respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
15.6 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
15.7 This agreement will stay in effect for so long as Gnuf makes this service available, unless this agreement is terminated prior thereto in terms of clause 13 above.
15.8 Gnuf may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement or the Commission Schedule at any time and at Gnuf’s sole discretion, by posting a change notice or a new agreement on its site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules.
15.9 Any amendments, alterations, deletions, interlineations or additions to this Agreement or the Commission Schedule shall be effective immediately upon notice, which may be provided to the Affiliate via e-mail or by display on the Partnership Program Website. Affiliate’s continued use of the Partnership Program Website and/ or continued marketing of Gnuf’s websites after such Notice is given to the Affiliate will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement or Commission Schedule should this Agreement or the Commission Schedule be replaced in its/ their entirety.
15.10 NO PURPORTED MODIFICATIONS, AMENDMENTS, ALTERATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT OR THE COMMISSION SCHEDULE BY THE AFFILIATE ARE PERMITTED OR WILL BE RECOGNIZED BY GNUF. None of Gnuf’s employees, officers or agents may verbally alter, modify or waive any provision of this Agreement or the Commission Schedule.
15.11 The Parties agree that Gnuf’s Licensors shall be a Third Party to this Agreement in terms of the Contracts (Rights of Third Parties) Act 1999. The Affiliate acknowledges that it is aware that Gnuf’s Licensors are relying on the provisions of this Agreement and promises made by the Affiliate. Accordingly Gnuf’s Licensors may enforce the provisions of this Agreement as if it were a party hereto.
