Before becoming an Affiliate, please be certain that you have read and understood this agreement in its entirety. Your use of this website and/or registration as an Affiliate constitutes your agreement to these terms and conditions. The terms and conditions on this page are updated periodically so be sure to refer back often to assure that you are familiar with all of the terms and conditions at all times; you the Affiliate will be bound by these changes.
- 1. Definitions
- 3. Appointment as an Affiliate
- 4. Grant and Nature of License
- 5. Use of Intellectual Property and Marketing Material
- 6. CyberRock Ltd's Obligations
- 7. Affiliate Obligations
- 8. Confidential Information
- 9. Data Protection
- 10. Money Laundering
- 11. Commission
- 12. Termination
- 13. Relationship of Parties
- 14. Indemnity, disclaimers and Limitation of Liability
- 15. Miscellaneous
Whereas: (a) CyberRock Ltd is the operator of the Affiliate Program; and (b) Affiliates may market and promote the casinos represented by the Affiliate Program; and (c) These terms and conditions govern the relationship between CyberRock Ltd and you, the Affiliate. NOW THEREFORE YOU 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 you, 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 CyberRock Ltd as an Affiliate in the Affiliate Program;
1.2 'Affiliate Program' shall mean the affiliate program operated by CyberRock Ltd;
1.3 'Commission' means the commission set out in the Commission Schedule;
1.4 'Confidential Information' shall mean:
1.4.1 any information of whatever nature which is not in the public domain, which has been or may be obtained by the Affiliate from CyberRock Ltd, relating to CyberRock Ltd's information and whether in writing or in electronic form or pursuant to discussions between CyberRock Ltd, 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;
1.4.2 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 CyberRock Ltd resulting from this Agreement;
1.5 '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, CyberRock Ltd's Websites.
1.6 'Customer' shall mean a person or entity that the Affiliate directs in any manner to CyberRock Ltd and who can be linked to the Affiliate's Affiliate ID and who opens an account with CyberRock Ltd. By opening an account with CyberRock Ltd, that person or entity will become CyberRock Ltd's Customer and, accordingly, all of CyberRock Ltd's rules, policies, and operating procedures will apply to them;
1.7 '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.
1.8 'Derivative Website' shall mean a website established by the Affiliate, which incorporates in whole, or in part, any of the Intellectual Property;
1.9 'Fraudulent Activity' shall mean a deception which in the sole opinion of CyberRock Ltd is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain
1.10 'Intellectual Property' shall mean all intellectual property rights including copyright, trademark and industrial design rights that are the rightful property of CyberRock Ltd.
1.11 'IP Documentation' shall mean the written document(s) published by CyberRock Ltd from time to time on the CyberRock Ltd site containing:
1.11.1 a non-exhaustive, directory of the Intellectual Property; and
1.11.2 detailed instructions and guidelines pertaining to the appropriate use and application of the Intellectual Property.
1.12 'License' shall mean a non-transferable and non-exclusive right granted to the Affiliate by CyberRock Ltd to use the Intellectual Property only as is strictly necessary to adequately and effectively direct Customers to CyberRock Ltd's Website/s, in accordance with the terms and conditions of this Agreement.
1.13 '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 CyberRock Ltd may provide the Affiliate.
1.14 'Casino Gross Revenue' shall mean the sum total of all of a Real New Player's bets while playing at the casino, less the winnings of the Real New Player, less any credits, bonus or promotional amounts given to the Real New Player, less any chargeback’s (including amounts paid as a result of credit card abuse or fraud, or paid to a Real New Player by CyberRock Ltd to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectable revenue attributable to Real New Player.
1.15 'CyberRock Ltd's Websites' are websites situated at, but not limited to, the following URLs:
1.16 'CyberRock Ltd's Products' shall mean Crazywinners Casino, Boombet Casino and Ezscratch
1.17 'Notice' shall mean a written document
1.18 'Parties' shall mean CyberRock Ltd and the Affiliate
1.19 'Prohibited Domain Name' shall mean a domain name, irrespective of territory or Top Level Domain (TLD), which is identical or confusingly similar to CyberRock Ltd's, and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever.
1.20 'CyberRock Ltd' shall mean CyberRock Ltd Limited trading as CyberRock Ltd
1.21 'Second-tier Affiliate' shall mean a person or entity that the Affiliate directs in any manner to CyberRock Ltd and who can be linked to The Affiliate's Affiliate ID, which person or entity becomes an Affiliate of CyberRock Ltd;
1.22 '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
1.23 'Agreement' shall mean this affiliate agreement, including the online application form, these terms and conditions and all appendices and annexes incorporated therein by reference, including all future updates and additions thereto.
1.24 '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 trademarks;
1.25 'Written' or 'Writing' shall include e-mail
1.26 'Term' shall be the term of this Agreement, commencing on the activation of the Affiliate's account (commencement date) and remaining in full force and effect until the Affiliate's account is terminated in accordance with this Agreement (termination date).
3. Appointment as an Affiliate3.1 CyberRock Ltd shall evaluate the Affiliate's application on submission thereof.
3.2 Upon request from CyberRock Ltd, the Affiliate will provide CyberRock Ltd with:
3.2.1 A list of Derivative Domain Names;
3.2.2 Information on how these 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 initiatives;
3.2.6 The Affiliate's preferred marketing methods; and
3.2.7 The Affiliate's target market.
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.
3.4 The Affiliate will provide proof of identification including, where possible, a government-issued identification number.
3.5 The Affiliate must also provide CyberRock Ltd with its banking details for the payment of Commission.
3.6 After having complied with the foregoing, the Affiliate will be notified in a timely manner of CyberRock Ltd's acceptance or rejection of the Affiliate's application. The Affiliate acknowledges and agrees that the acceptance of his application depends in part on its compliance with the provisions of this Clause. The acceptance or rejection of any application made by an Affiliate is at CyberRock Ltd's sole discretion.
3.7 Should CyberRock Ltd accept the Affiliate's application the Affiliate will be granted a license in accordance with Clause 4 of this Agreement.
3.8 The Affiliate hereby consents to CyberRock Ltd independently verifying any information provided to it by the Affiliate pursuant hereto and any other information provided to CyberRock Ltd by the Affiliate from time to time pursuant to a specific request by CyberRock Ltd for such information.
4. Grant and Nature of License4.1 upon activation of the Affiliate's account, and subject to this Agreement, particularly clause 5 hereunder, CyberRock Ltd hereby grants to the Affiliate the License for the Term. For the sake of clarity, the Affiliate's use of the License is limited to:
4.1.1 Acquiring and using a Derivative Domain Name/s;
4.1.2 Establishing, hosting, publishing and marketing a Derivative Website/s; and
4.1.3 Acquiring and using the Marketing Material for the exclusive benefit of CyberRock Ltd.
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 this Agreement is specifically reserved for the exclusive use of CyberRock Ltd.
5. Use of Intellectual Property and Marketing Material5.1 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 CyberRock Ltd may have at law, CyberRock Ltd shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Merchant.
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 CyberRock Ltd. CyberRock Ltd'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 furnish CyberRock Ltd with a written, accurate and complete list 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 CyberRock Ltd 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 CyberRock Ltd and in this regard agrees to hold the Derivative Domain Name in Trust on behalf of CyberRock Ltd for the Term. On expiry of the Term the Affiliate will transfer, or cause to be transferred, all Derivative Domain Names to CyberRock Ltd, or an entity duly nominated by CyberRock Ltd in writing, without delay.
5.2.4 In order to comply with the provisions of clause 5.2.3, 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 CyberRock Ltd, or an entity duly nominated by CyberRock Ltd 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 CyberRock Ltd.
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 CyberRock Ltd of its intention not to pay the renewal fee, and will if requested to do so by CyberRock Ltd, provide all necessary assistance to transfer the Derivative Domain Name to CyberRock Ltd, or an entity duly nominated by CyberRock Ltd in writing, without delay.
5.2.7 Without exception, a Derivative Domain Name may only be used for the following purposes:
188.8.131.52 To resolve to the respective CyberRock Ltd's Website; or
184.108.40.206 To resolve to a Derivative Website; on condition that:
a) if the Affiliate is marketing and promoting only one of CyberRock Ltd's Websites, the Affiliate may only market and promote the particular CyberRock Ltd's Website corresponding with the Derivative Domain Name;
b) if the Affiliate is marketing and promoting more than one of CyberRock Ltd's Websites the Affiliate shall give prominence to CyberRock Ltd's Website corresponding with the Derivative Domain Name;
c) the Derivative Website does not market and/or promote competitor brands or products.
5.2.8 CyberRock Ltd reserves the right, in their sole discretion, to terminate this Agreement with immediate effect and claim transfer of the Derivative Domain Name to CyberRock Ltd 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 CyberRock Ltd. CyberRock Ltd'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 CyberRock Ltd's Website.
5.3.2 Regarding the establishment, operation and maintenance of the Derivative Website, the Affiliate will be solely responsible for:
220.127.116.11 The development, operation, and maintenance of the website;
18.104.22.168 The content of its website; and
22.214.171.124 Ensuring, among other things, 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 CyberRock Ltd. CyberRock Ltd'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 CyberRock Ltd or its designated agent to remedy the situation, failing which CyberRock Ltd shall be entitled to terminate the Agreement with immediate effect.
5.3.4 The Affiliate undertakes to use its best endeavors to ensure that the reputation, goodwill and proprietary rights that vest in the Intellectual Property are protected, maintained and wherever possible, enhanced for the ultimate benefit of CyberRock Ltd.
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 CyberRock Ltd website, newsletters and account relationship managers.
5.4.2 Without derogating from the Affiliate's other obligations in terms of the Agreement, the Affiliate agrees to:
126.96.36.199 Procure and utilize new and updated Intellectual Property and or Marketing Material forthwith after it is made available to the Affiliate by CyberRock Ltd.
188.8.131.52 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 CyberRock Ltd 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 is left to the sole discretion of CyberRock Ltd. CyberRock Ltd'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 CyberRock Ltd or its designated agent to remedy the situation, failing which CyberRock Ltd 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 CyberRock Ltd's Websites, subject to the following terms and conditions:
184.108.40.206 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 CyberRock Ltd's prior Written approval or instructions on how to proceed.
220.127.116.11 The Affiliate will furnish CyberRock Ltd, upon Written request, with such information and reports, including but not limited to samples of any marketing material, as may be required by CyberRock Ltd in connection with the Affiliate's use of the Intellectual Property; and
18.104.22.168 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 CyberRock Ltd for prior Written approval prior to the use or publication thereof.
5.5.1 The Affiliate acknowledges that the Intellectual Property will at all times remain the property of CyberRock Ltd. 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 CyberRock Ltd'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 under 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 CyberRock Ltd, 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 CyberRock Ltd'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 CyberRock Ltd full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.
5.5.7 CyberRock Ltd 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 CyberRock Ltd 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 CyberRock Ltd 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. CyberRock Ltd's Obligations6.1 CyberRock Ltd will register Customers and track their purchases and their play where appropriate. CyberRock Ltd 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 CyberRock Ltd will provide the Affiliate with such Marketing Material as is strictly necessary to market and promote CyberRock Ltd's Websites and Products.
6.3 CyberRock Ltd will track Customers' purchases and, in respect of certain of CyberRock Ltd'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 CyberRock Ltd's discretion, vary from time to time. CyberRock Ltd 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 and Password as provided to the Affiliate by CyberRock Ltd.
6.4 CyberRock Ltd will facilitate payment of Commission from CyberRock Ltd to the Affiliate based on income CyberRock Ltd earns from purchases and play from the Affiliate's Customers after they open an account with CyberRock Ltd. Payment shall only be made to the Affiliate once CyberRock Ltd has received payment itself. CyberRock Ltd reserves the right to change payment terms at any time and for any reason.
7. Affiliate Obligations7.1 By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that:
7.1.1 The information the Affiliate provides CyberRock Ltd on registration is complete, valid and true and accurate;
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. In the event the Affiliate is a natural person, such person is at least 18 years of age and has the full right, power and authority to enter into this Agreement; 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 is a party or by which the Affiliate is otherwise bound.
7.2 The Affiliate hereby accepts the appointment as CyberRock Ltd's Affiliate. The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist CyberRock Ltd in the provision of services arising from the Affiliate's referrals. The Affiliate shall have no claims to Commission 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 CyberRock Ltd. CyberRock Ltd reserves the right to terminate this Agreement immediately should such activity arise through a person directed to CyberRock Ltd or CyberRock Ltd'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 CyberRock Ltd incurs 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 CyberRock Ltd 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 CyberRock Ltd has the right to investigate other alternative means for obtaining payment, for example: should the Affiliate's account have generated purchasing accounts CyberRock Ltd 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 CyberRock Ltd shall have the right to demand and obtain payment from the Affiliate.
7.4.2 Should the Affiliate require more information regarding CyberRock Ltd's Spam policy, please contact CyberRock Ltd email@example.com
7.4.3 Should the Affiliate wish to report any incidences of Spam, please contact CyberRock Ltd at firstname.lastname@example.org
8. Confidential Information8.1 Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning CyberRock Ltd or the Affiliate, respectively, or any of CyberRock Ltd'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 or its Affiliates.
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 CyberRock Ltd and/ or the Affiliate Program (including, for example, Commission earned by the Affiliate under the Affiliate 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 CyberRock Ltd'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 ProtectionThe 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 Laundering10.1 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 acknowledged that some jurisdictions in which CyberRock Ltd operates have strict laws on money laundering that may impose an obligation upon CyberRock Ltd to report the Affiliate to the federal or local authorities within such jurisdictions if CyberRock Ltd 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 Affiliate Program or CyberRock Ltd to facilitate criminal activity.
10.3 If CyberRock Ltd has any knowledge or suspicion envisaged above it may:
10.3.1 Immediately suspend, deregister or terminate the Affiliate's membership of the Affiliate Program; and/or
10.3.2 At CyberRock Ltd's absolute discretion, not pay the Affiliate any funds due to the Affiliate as Commission.
10.4 CyberRock Ltd reserves the right to report the Affiliate to the aforementioned federal or local authorities should CyberRock Ltd, at its absolute discretion, determine that it is obliged, by law, to do so.
11. Commission11.1 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 of any Second-tier Affiliate if, in the case that the Affiliate is a juristic entity, the Second-tier Affiliate is the Affiliate's employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, the Second-tier Affiliate is the Affiliate's employee, agent or immediate family member;
11.1.3 The Affiliate shall not earn Commission on the Net Win 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 If the Affiliate or the Affiliate's employees sign up as a Customer at one of CyberRock Ltd's Websites, CyberRock Ltd shall have the right to terminate this Agreement.
11.2 Please see the Commission Schedule which sets out the choice, selection, calculation and certain payment aspects of Commission, which Commission Schedule is specifically incorporated herein by reference.
11.3 CyberRock Ltd has and reserves the right to pass on any financial costs to the Affiliate's account that CyberRock Ltd 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 CyberRock Ltd.
11.4 CyberRock Ltd will process the Commission earned by the Affiliate in the previous calendar month by the fifteenth working day of the following month. CyberRock Ltd shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other
unforeseen events or circumstances beyond its control.
11.5 Payment shall be made by CyberRock Ltd to the Affiliate by way of the method selected by the Affiliate on registration, but only in US Dollars.
11.6 Affiliates are paid by the various payout mediums. Wire, 3rd party payout solutions, Netteller, MoneyBookers etc.
Please note, a transfer fee of 42 Euros will be applied to any payment sent. The processing of said payments incurs a set cost and is therefore reflected in the final affiliate payment.
12. Termination12.1 This Agreement can be terminated by CyberRock Ltd at any time without notice should the Affiliate breach one or more of its obligations under this Agreement OR IF IT IS DETERMINED AT CyberRock Ltd'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 CyberRock Ltd to bring CyberRock Ltd or its Merchants into disrepute or prejudice the interests of CyberRock Ltd or its Merchants in any way. In the event that the Agreement is terminated in accordance with this section, the Affiliate will immediately cease to be entitled to receive Commission or any other amounts that would be otherwise payable by CyberRock Ltd to the Affiliate.
12.2 CyberRock Ltd may also terminate this Agreement at any time without cause. The Affiliate may terminate this Agreement without cause on providing 30 days' notice to CyberRock Ltd. 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 Upon termination, all rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to CyberRock Ltd and CyberRock Ltd's Websites, Brands or 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 those outlined at paragraph 12.1 above, the Affiliate shall continue to be entitled to receive Commission earned up to the time of termination plus any other amounts owing by CyberRock Ltd to the Affiliate under this Agreement.
12.5 Upon termination, CyberRock Ltd may withhold the Affiliate's final payment for up to three months to ensure that the correct amount has been calculated and paid.
12.6 If CyberRock Ltd 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 Upon termination, the Affiliate will return to CyberRock Ltd 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 CyberRock Ltd, of each Derivative Domain Name established by the Affiliate, at CyberRock Ltd's cost, not exceeding that incurred by the Affiliate on registering the Derivative Domain Name.
12.8 Upon termination, the Affiliate, CyberRock Ltd 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.
12A Sale of Business; Death of Affiliate
12A.1 Sale of Business12A.1.1 CyberRock Ltd recognizes that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. CyberRock Ltd requires an Affiliate to recognize and respect that the personal qualities, probity and background of CyberRock Ltd affiliates is vital to CyberRock Ltd's decision to accept a person as an Affiliate of the Affiliate 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 CyberRock Ltd no less than 30 (thirty) day's prior Written notice of such intention, simultaneously provide such details as CyberRock Ltd 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 Affiliate Program, their Affiliate ID) and furnish CyberRock Ltd 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 CyberRock Ltd approve such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to CyberRock Ltd's approval (at CyberRock Ltd's sole discretion) join the Affiliate Program.
12A.1.3 If CyberRock Ltd rejects the intended purchaser as an Affiliate of the Affiliate Program and the selling Affiliate nevertheless decides to proceed with the sale, CyberRock Ltd shall terminate this Agreement insofar as it relates to the selling Affiliate, the business sold and/or the purchaser.
12A.2 Death of Affiliate12A.2.1 In the event of an Affiliate's death, CyberRock Ltd shall require that the executor of the deceased Affiliate's estate (or similarly charged person) to furnish CyberRock Ltd 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 CyberRock Ltd shall be obliged to pay his/ her estate and/ or beneficiaries:
12A.2.2.1 only once CyberRock Ltd has received the information required in Clause 12A.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 Parties13.1. The Affiliate and CyberRock Ltd 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 CyberRock Ltd'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 any local statute, ordinance, rule, or regulation of any country whatsoever.
13.3 The Affiliate shall not make any claims, representations, or warranties in connection with CyberRock Ltd and the Affiliate shall have no authority to, and shall not, bind CyberRock Ltd to any obligations outside of this Agreement, unless agreed to in writing by either CyberRock Ltd.
14. Indemnity, disclaimers and Limitation of Liability14.1 The Affiliate shall defend, indemnify, and hold CyberRock Ltd and 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 CyberRock Ltd's banners and link or this Affiliate Program. Further, the Affiliate will indemnify and hold CyberRock Ltd harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of the Affiliate's site.
14.2 CyberRock Ltd makes no express or implied warranties or representations with respect to the Affiliate Program, CyberRock Ltd 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, CyberRock Ltd makes no representation that the operation of its site (including service and tracking) will be uninterrupted or error-free. CyberRock Ltd will not be liable for the consequences of any such interruptions or errors.
14.3 CyberRock Ltd 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 Affiliate Program, even if it has been advised of the possibility of such damages. Further, CyberRock Ltd's aggregate liability arising with respect to this Agreement and the Affiliate Program shall not exceed the total Commission paid or payable by CyberRock Ltd to the Affiliate under this Agreement. CyberRock Ltd'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.
15.1 This Agreement will be governed by the laws of Curacao, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Curacao 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 CyberRock Ltd's prior written consent. Subject to that restriction, this Agreement will be binding on, ensure to the benefit of, and enforceable against the Affiliate and CyberRock Ltd and the Affiliate's and CyberRock Ltd's respective successors and assigns.
15.4 CyberRock Ltd'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 CyberRock Ltd's right to subsequently enforce such provision or any other provision of this Agreement.
15.5 CyberRock Ltd'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 acknowledges, confirms, and agrees 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 CyberRock Ltd'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 CyberRock Ltd'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 CyberRock Ltd makes this service available, unless this Agreement is terminated prior thereto in accordance with the terms contained herein.
15.8 CyberRock Ltd 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 CyberRock Ltd'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 CyberRock Ltd website. The Affiliate's use of the CyberRock Ltd website and/ or continued marketing of CyberRock Ltd'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. Be sure to review this Agreement and the Commission Schedule periodically to ensure familiarity with its most current version.
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 CyberRock Ltd. None of CyberRock Ltd's employees, officers or agents may verbally alter, modify or waive any provision of this Agreement or the Commission Schedule.
15.11 Due to the nature of the Internet, it is not possible for CyberRock Ltd to limit access to CyberRock Ltdits website to those jurisdictions in which it does business. Services and products described on CyberRock Ltd's website may therefore not be eligible for solicitation in your jurisdiction. If you are accessing CyberRock Ltd's website from such jurisdiction, you should not consider anything on this site as an offer to sell or as a solicitation of an offer to buy any product or service from CyberRock Ltd. This site is for use only by persons residing in jurisdictions where CyberRock Ltd's products and services may legally be offered.