TERMS AND CONDITIONS
OF THE AFFILIATE PROGRAM
Last updated: May 16, 2024
These Terms and Conditions of the Affiliate Program (the “Agreement”) govern the Affiliate Program of the VivatBet brand that is operated by the agency (the “Company”) on behalf of P.H. PRIMARY OÜ, a company incorporated under the laws of the Republic of Estonia, registration number: 16046808 (the “Operator”) pursuant to the agency agreement. By participating in the Affiliate Program, any individual or legal entity, (the “Affiliate”) agrees to abide by the terms and conditions set forth in this Agreement.
1. Definitions
The terms used within this Agreement shall have the following meaning:
Advertising Material or Advertising – information approved by the Company and distributed on the Resource by the Affiliate, including but not limited to text, graphics, audio and video addressed to an indefinite audience with the purpose of drawing attention to the Brand.
Affiliate Account – a personal Affiliate’s account/profile in the Affiliate Program on the website.
Affiliate Program – a type of cooperation between the Company and the Affiliate the main purpose of which is advertising and promoting the Brand through the Internet on the terms and conditions set in this Agreement.
Brand - “VivatBet” including its associated products, services, trademarks, and intellectual property rights.
Commission – a compensation received by the Affiliate based on the profit generated by the Brand from the User’s activity. The rate of the Commission shall be defined either on the Affiliate Account or other documents concluded by the Parties.
Confidential Information - any data, documents, software, information, or other materials pertaining to the Operator, Company, and Brand, which are disclosed to or acquired by the Affiliate during the Affiliate Program.
Party shall refer separately to both the Company and the Affiliate, and collectively to them as the “Parties”.
Referral link – a link to the Website with the unique identifier of the Affiliate.
Resource – any Internet resource operated and/or owned by the Affiliate, including but not limited to website, social media account, messenger.
User – an individual newly w by the Affiliate to the Website, who subsequently registers as a player on the Website and completes their initial deposit.
Websites - www.vivatbet.ee; www.vivatbet.com.ee; www.vivatbet.eu; www.vivatbet.com.
2. General terms and conditions of the Affiliate Program
2.1. By registering the Affiliate Account, the Affiliate acknowledges their acceptance of the terms and conditions delineated in this Agreement. This Agreement remains effective until the deletion or suspension of the Affiliate Account, which shall constitute termination of the Agreement.
2.2. The Parties agreed that the additional terms of cooperation under this Affiliate Program shall be defined in the respective insertion order (the “IO”), which constitutes an integral part of the Agreement. In the event of any conflict between the terms of the Agreement and those specified in this IO, the terms of the IO shall prevail.
2.3. The Affiliate may be an individual aged at least 21 years or a duly established legal entity with full legal capacity. The Company is entitled to request additional documentation for the verification of the Affiliate, which the Affiliate shall provide within 5 business days after receiving such a request.
2.4. Upon establishment of the Affiliate Account, the Affiliate shall provide the Company with personal information including but not limited to full name, email address phone number. The Company processes such personal information in compliance with the terms specified in the Privacy Policy.
2.5. The Affiliate shall bear full responsibility for the security and storage of their login credentials and password. The Company shall not be liable for any loss of personal data incurred by the Affiliate, nor for any unauthorized transfer of such data to third parties.
2.6. The Affiliate is permitted to register for the Affiliate Program only once and any re-registration, registration as a sub-affiliate, etc. is strictly prohibited by the Company.
2.7. The Affiliate may terminate the participation in the Affiliate Program by deleting its Affiliate Account contacting the Company support team by email at: support@vivatbet.partners or through direct communication with the Company manager.
2.8. If the Affiliate breaches any of its obligations, the Company retains the unilateral right to terminate the cooperation under the Affiliate Program by blocking the Affiliate Account according to the terms outlined in the Agreement.
2.9. The Company reserves the right to periodically update this Agreement. The continued participation in the Affiliate Program after such updates, will constitute acceptance of the amended Agreement by the Affiliate.
3. Advertising Material placement
3.1. The Affiliate shall provide the Company with the advertising and promoting services, which involve placement of the Advertising Material on the Resource for which the Company agrees to compensate the Commission according to the agreed terms.
3.2. The Affiliate shall only place the Advertising Material that has been moderated, provided, and approved by the Company and contain the Referral Link. The Referral Link may be either created by the Affiliate through the Affiliate Account or provided to the Affiliate by the Company manager.
3.3. Should the Affiliate create the Advertising Material to fulfill the obligation under this Agreement, the Affiliate shall receive approval from the Company before placement of the Advertising Materials.
3.4. The Affiliate shall strictly comply with all applicable laws in the country where the Advertising Material is displayed, as well as the requirements of regulatory authorities and ethical standards. The Affiliate shall be solely responsible for the content of both the Advertising Material and the Resource hosting them.
3.5. The Affiliate agrees to regularly monitor and ensure the relevance and accuracy of the Advertising Material displayed on the Resource and shall update and/or replace the irrelevant Advertising Material. Irrelevant Advertising Material shall include, but not be limited to:
- incorrect conditions or descriptions of promotions, bonuses, and special offers;
- outdated creatives;
- Advertising Material featuring outdated logos of the Company;
- Advertising Material that uses the Brand, but contains links to competitors' websites.
3.6. The Affiliate guarantees that the Advertising Material are not slanderous, subject to age restrictions, illegal, harmful, threatening, obscene, racially or ethnically intolerant, or otherwise objectionable or discriminatory, violent, politically incorrect, or in any way contrary to or infringing upon the rights of the Company or third parties.
3.7. The Affiliate shall not exercise the obligations under the Agreement in a manner which, in the reasonable opinion of the Company, is or might be prejudicial or defamatory to the Operator, Company, and/or Brand, or illegal or against the prevalent laws. The Affiliate shall ensure that neither the Affiliate nor any of its directors, employees, agents, or other members of staff make any defamatory or derogatory statements or take part in any activities that are or might be derogatory or detrimental to the reputation, image, or goodwill of the Operator, Company and/or Brand, or any affiliated company or predecessor.
3.8. The Affiliate is prohibited from utilizing motivated traffic, defined as traffic generated through advertisements that offer rewards for registration on the Website.
3.9. The Company shall not be liable for any claims from third parties connected with Advertising Material, Resource and the Affiliate's violation of the Agreement.
3.10. The Advertising Material shall not be placed by the Affiliate on behalf of the administration, managers, employees or other persons related to the Operator or/and Company.
3.11. The Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Referral link or the generation of the Commission or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to:
- use mail spam, contextual advertising, and advertising formats such as click-under and popunder to fulfill the obligation outlined in the Agreement;
- offer to the potential User any financial or other incentives, except for standard advertising programs provided by the Company through the Affiliate Program or with the Company’s prior approval.
- use the personal Referral link to register on the player account on the Website;
- use the cookie-stuffing;
- use any view-through attribution model as to the promotion of the Brand.
The Company shall make all determinations about fraudulent activity in its sole discretion.
4.Traffic Sources
4.1. The Affiliate shall provide comprehensive, relevant, and accurate information about the traffic sources utilized to fulfill obligations under the Affiliate Program.
4.2. The Company shall exercise oversight and control over the traffic sources utilized by the Affiliate to fulfill all obligations under the Affiliate Program. Throughout the Affiliate Program duration, the Company reserves the right to request evidence of the traffic sources.
4.3. The Affiliate shall bear full liability for any intentional concealment or misrepresentation of traffic sources. In the event of such concealment or misrepresentation, the Company retains the right to review the terms of the Agreement and the corresponding Insertion Order (IO), and/or to suspend the Affiliate account.
5.Intellectual Property Rights
5.1. To the extent required for the Affiliate to exercise its obligations herein, the Affiliate is hereby granted a royalty-free, non-exclusive license during the Affiliate Program to use the Operator’s trademarks, logos, and other intellectual property provided by the Company/created by the Affiliate for the performance of this Agreement. Any use of such intellectual property for purposes other than those specified in this Agreement is strictly prohibited.
5.2. The Affiliate shall comply with all reasonable requests of the Company concerning the usage of the Intellectual Property. Such granted uses of the Intellectual Property by the Affiliate shall not be construed as the Affiliate obtaining any ownership of the Intellectual Property, and the Company will fully retain its ownership of the Intellectual Property. At the request of the Company, the Affiliate shall promptly withdraw any Affiliate materials that, in the Company's opinion, do not comply with the terms of this Agreement.
5.3. The Affiliate shall receive prior approval in writing from the Company for placement of the Advertising Material created by the Affiliate under the Agreement. The Affiliate shall not receive the above mentioned Company’s approval if the Advertising Material has been provided by the Company.
5.4. Should the Affiliate develop Advertising Material under this Agreement, whether utilizing the Operator’s logos, designs, or other Intellectual Property or not, unless otherwise agreed upon by both Parties, such Advertising Material shall be transferred to the Company upon creation. The cost of the Commission shall cover the development and transfer of all intellectual property rights for such Advertising Material.
5.5. The Resource shall not make the impression that the Resource is connected and/or managed by the Operator.
5.6. The Affiliate is expressly prohibited from copying, replicating, or imitating the visual appearance of the Website and the Brand in any manner, both during and after the Affiliate Program.
5.7. The Affiliate guarantees not to use the Brand at domain names or as part of domain names, any webpages, mobile applications, trademarks, pages or/and the groups in social media and any other way that could cause the similarity with the Operator or/and the Brand.
5.8. The Affiliate is prohibited from acquiring, registering, or utilizing keywords, search queries, or other identifiers for search systems, portals, advertising services, or similar services that resemble the Brand
6. Confidentiality
6.1. The Affiliate agrees to:
- maintain the confidentiality of the Confidential Information;
- not to disclose the Confidential Information to any third party without the prior written consent of the Company;
- use the Confidential Information solely to fulfill its obligations under this Agreement.
6.2. Upon termination of the Affiliate Program, the Affiliate shall return to the Company and/or destroy all materials containing Confidential Information.
6.3. The Affiliate's obligation regarding the Confidential Information shall survive the termination of the Affiliate Program or/and termination of this Agreement.
7.Commission
7.1. The amount of the Affiliate’s Commission shall be based on the Company’s income from the User, registered on the Website through the Referral link. The rate of the Commission along with payment method shall be defined by the Parties at the respective IO and/or at the Affiliate Account.
7.2. The Company is entitled to change the terms of calculating the amount of the Affiliate’s Commissions based on the outcomes and performance of the Affiliate Program. The Company shall inform the Affiliate about the above mentioned changes through the Affiliate Account or/and contact information provided during the registration on the Affiliate Program.
7.2. The Company pays the Commission to the Affiliate based on the payment details defined in the respective IO and invoices issued by the Affiliate. The Parties agreed that for billing purposes shall be used the Company’s statistical data from the Affiliate Account.
7.3. The Parties agree that payment of the Commission shall be made on a monthly basis on NET30 terms or other terms defined in the respective IO.
7.4. The Company remits Commission payments to the Affiliate upon reaching a threshold of €500,00 (five hundred euro) (the “Minimum Commission”). Should the Affiliate fail to meet this minimum threshold in a given period, the outstanding Commission amount will be carried forward to the subsequent payment period until the Minimum Commission requirement is met.
7.5. The Company reserves the right to hold the Commission in case of unforeseen technical failures/delays in the Affiliate Program or/and during the Company's verification process of traffic sources.
8. Liability
8.1. The Affiliate agrees to indemnify and hold harmless the Company and its customers, and its respective agents, officers, directors, and employees from and against any third-party claims and any associated liabilities, proceedings, losses, damages, and expenses (including reasonable legal fees) arising out of any actual or alleged: (a) breach of the Affiliate’s obligations under this Agreement; or (b) claim that the Company’s actions concerning this Agreement violate applicable law or regulation, or the rights of any third party (including without limitation any intellectual property rights, rights of publicity or privacy, or individual rights to control the use and dissemination of personal data).
8.2. If the Affiliate violates the obligations outlined in section 3 of the Agreement, the Company shall send to the Affiliate the notice with a request to change the placements Advertising Material within 2 (two) calendar days after the Company sends such notice. If the Affiliate fails to comply with the abovementioned request, the Company may block the Affiliate Account.
8.3. If the Affiliate violates any other obligations outlined in the Agreement, the Company may block the Affiliate Account.
8.4. Should the Company opt to block the Affiliate Account, this action shall constitute termination of the Agreement, and any outstanding Commission owed to the Affiliate shall not be disbursed.
8.5. The Affiliate Program and links, and the products and services provided in connection therewith, are provided to the Affiliate “as is”. Except as expressly set forth herein, the Company expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. The Company does not warrant that the affiliate program or links will meet the Affiliate’s specific requirements or that the operation of the Affiliate Program or links will be completely error-free or uninterrupted. The Company expressly disclaims any liability for any act or omission of a client or their products or services. The Company does not guarantee that the Affiliate will earn any specific amount of the Commission.
8.6. In no event shall the Company be liable for any unavailability or inoperability of the links, program websites, technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind beyond the reasonable control of the Company. In no event will the Company be liable for any indirect, incidental, consequential, personal injury / wrongful death, special or exemplary damages, including but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not the company has been advised of the possibility thereof. The Company's cumulative liability to the Affiliate, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to the Affiliate by the Company in the Commission during the two (2) months immediately prior to such claim.
9. Dispute resolution
9.1. In the event of any dispute arising from this Agreement, the Parties commit to engaging in good-faith negotiations to reach a resolution.
9.2. The Affiliate retains the right to lodge a complaint against the Company's decisions by communicating with the Company's representatives. The Company shall review the Affiliate's complaint within 14 (fourteen) business days of receiving the claim. The Company reserves the right to dismiss the Affiliate's complaint if there is insufficient evidence demonstrating compliance with this Agreement.
9.3. The Parties agree that this Agreement shall be governed by the law of the Republic of Estonia and the court of the law of the Republic of Estonia has exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
10. Miscellaneous
10.1. The Affiliate hereby represents and warrants that this Agreement constitutes the legal, valid, and binding obligation, enforceable against the Affiliate in accordance with its terms and that the Affiliate has the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, the Company represents and warrants that it shall not knowingly violate any law, rule or regulation that is applicable to the Company's business operations or the Company's proprietary products or services.
10.2. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
10.3. Each Party to this Agreement is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
10.4. By submitting to the Affiliate Program, the Affiliate affirms and acknowledges that the Affiliate has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If the Affiliate does not wish to be bound by this Agreement, the Affiliate should not submit an application to the Affiliate Program.
10.5. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
10.6. The Company reserves the right to update and change the Agreement from time to time without notice. Any amendments, modifications, enhancements or changes to the Agreement including the release of new features and resources made available by the Company from time to time shall be subject to the Agreement. Continued use of the Affiliate Program after any such changes shall constitute the Affiliate's consent to such changes.