Endemol UK Limited Affiliate Programme Agreement
Please read these terms and conditions carefully. By continuing to register or log in as a member of the Endemol UK affiliate programme, you indicate your acceptance of the terms and conditions set out below. If you do not agree to any of the terms and conditions, please do not continue with your application or use this service.
1. INTRODUCTION AND DEFINITIONS
1.1 This agreement (the "Agreement") is made between Endemol UK Limited (Company Number 01692513) (“Endemol”) and you (the “Affiliate”). This Affiliate Programme is administered and managed by a third party (currently Dapper Limited but as may be varied from time to time by Endemol) on behalf of Endemol. .
1.2 In this Agreement, the following words and expressions shall have the following meanings:
1.2.1 “Account”: the account set up for each Affiliate by Endemol for purposes of tracking and accumulating Commissions earned.
1.2.2 “Affiliate Programme”: the on-line marketing system provided by Endemol.
1.2.3 “Affiliate Programme Website”: means Endemol’s extranet system which operates the Affiliate Programme at www.endemolgamesaffiliates.com.
1.2.4 “Affiliate Property/Properties”: one or more affiliate web sites, or other venues for the display of Links as approved by Endemol.
1.2.5 “Affiliate Website(s)”: the specific website or websites an Affiliate provides to Endemol as the location of Links as are approved by Endemol.
1.2.6 “Applicant”: an entity that wishes to become an Affiliate.
1.2.7 “Code of Conduct”: the obligations of the Affiliate detailed on the Schedule 1 hereto (as amended from time to time) which are a condition of the Agreement.
1.2.8 “Commission”: the monies earned by an Affiliate in exchange for directing Visitors to the Merchant’s Website in accordance with clause 5 below and as shall be agreed by Endemol in advance.
1.2.9 “Gaming Platform”: The area of the Merchant's Website (which is currently operated by Virtue Fusion (Alderney) Limited but as may be varied from time to time by Endemol) in which the games are carried out and transactions take place.
1.2.10 “Gaming Profit”: means the amount earned and retained by Endemol after all costs are removed including but not limited to: promotional adjustments, bank charges, and software provider charges.
1.2.11 “Gaming Stake” or “Stake”: the amount bet by a Player on the Gaming Platform.
1.2.12 “Links”: the hyperlink references (whether text, button, banner, or any other acceptable format) from Affiliate Properties to the Merchant's Website.
1.2.13 “Merchant's Website”: www.benidormbingo.com,and dealornodealbingo.com.
1.2.14 “Player”: A Visitor who has registered with the Merchant's Website and intends to play on the Merchants Website via the Gaming Platform.
1.2.15 “Relevant Period”: the monthly time period to be considered when determining whether an Affiliate earns a Commission based on a Player staking the specified amount.
1.2.16 "Valid Click”: a click which a bona fide user voluntarily makes on an Affiliate link within an Affiliate Property, in order to access the Merchant's Website. Valid Clicks only include clicks consistent with this Agreement and Code of Conduct.
1.2.17 "Visitor": means any person or entity that clicks on a Link.
2. JOINING THE AFFILIATE PROGRAM
2.1 To apply to join the Affiliate Programme, an Applicant must submit the Affiliate application form to Endemol via the Affiliate Programme Website.
2.2 Each Applicant must provide the domain names of all websites on which it seeks to place Links. If the Applicant proposes to use other methods to place Links, the Applicant must disclose details of those methods for Endemol’s written approval.
2.3 Each Applicant must provide Endemol with its physical address. PO boxes and other mail forwarding services are not allowed.
2.4 If the Applicant is a company or LLP, the Applicant must inform Endemol of its registered office and registration number.
2.5 Applicants may only participate in the Affiliate Programme if over eighteen (18) years of age. Endemol reserves the right to require proof of age at any time.
2.6 It is each Affiliate’s responsibility to (if necessary) register for UK VAT, and once registered to promptly inform Endemol of its UK VAT registration number. All sums payable by Endemol to the Affiliate under the Agreement are exclusive of UK VAT which shall be paid by Endemol in addition to the Commission subject to the Affiliate notifying Endemol of its applicable UK VAT details. Unless otherwise expressly stated, all references to amounts in the Agreement are in pounds sterling (GBP). For the avoidance of any doubt, the Affiliate shall be solely responsible for any and all other taxes which may become payable hereunder.
2.7 Endemol will decide at its discretion whether any Applicant will be permitted to become an Affiliate. Once accepted into the Affiliate Programme, Endemol reserves the right to withdraw the Affiliate Programme at any time and/or reject and /or terminate the Affiliate for any reason.
2.8 Endemol reserves the right to monitor the Affiliate’s Websites and any Links at its discretion.
2.9 If accepted onto the Affiliate Programme, Endemol grants to the Affiliate a worldwide (excluding the USA, Turkey, Hong Kong, France, Belgium and Spain), non-exclusive, revocable, royalty-free licence to reproduce electronically and publish the Links on the Affiliate Websites for the duration of this Agreement.
3. THE AFFILIATE’S OBLIGATIONS
3.1 An Affiliate may only place Links on its Affiliate Properties, including its Affiliate Websites and any other venues provided to and approved by Endemol. An Affiliate, may at any time, place and remove Links at its election. Without prejudice to the foregoing, the Affiliate undertakes not to place Links on any .hk, .tr,.fr, .be, .es websites and further undertakes not to undertake any marketing in connection with this Affiliate Programme to persons in the USA, Hong Kong, Turkey, France, Belgium, Spain or any other territory in which it is illegal to market the Links and/or the Merchant Websites.
3.2 Links must not mislead Visitors. Links may only be placed with the intention of delivering Valid Clicks.
3.3 Affiliates must not “spam” or use unsolicited email. If Endemol believes that an Affiliate is “spamming” and/or using unsolicited email, Endemol will immediately terminate that Affiliate’s participation in the Affiliate Programme.
3.4 The Affiliate agrees to keep its password secure.
3.5 The Affiliate agrees not to select the name of another person with the intent to impersonate that person or deceive other users as to the Affiliate’s true identity.
3.6 The Affiliate agrees to provide Endemol accurate, complete and non-misleading information regarding the Affiliate’s identity and practices.
3.7 The Affiliate agrees to keep its submissions to Endemol up to date, including updates as to Affiliate Websites and Affiliate Properties.
3.8 The Affiliate acknowledges that Endemol shall act upon any information or instructions that Endemol reasonably believes comes from the Affiliate. Endemol shall not be liable to the Affiliate if the information has come from another source.
3.9 The Affiliate shall immediately notify Endemol by email, to firstname.lastname@example.org, if:
3.9.1 the Affiliate believes that any unauthorised use has or may be made of the password referred to in clause 3.4;
3.9.2 the Affiliate suspects or is aware of any other actual or possible abuses of the Affiliate Programme.
3.10 The Affiliate agrees to not disrupt the Affiliate Programme by hardcoding any banners or buttons which the Merchant may make available to the Affiliate. Any breach of this clause 3.10 will:
3.10.1 lead to Visitors receiving inaccurate information and the Merchant's Website consequently being brought into disrepute; and
3.10.2 entitle Endemol to terminate the Agreement pursuant to clause 9.3 below.
3.11 All content that the Affiliate provides to the Affiliate Programme must be owned by the Affiliate.
3.12 The Affiliate must not bid on the Merchant’s brand name or any similar terms via any paid per click marketing without express written permission from Endemol.
3.13 The Affiliate undertakes, warrants and represents to Endemol that by entering into the Affiliate Programme, performing all of its obligations hereunder and operating, supplying distributing and marketing the Affiliate Properties, the Affiliate Websites and the Links, it complies fully and will continue to comply fully with all relevant laws, rules, regulations, guidelines, codes of practice, standards and any other relevant instructions issued by any authorised body in the jurisdiction in which the Affiliate is established or located or operates and to which its services are targeted and that the Affiliate has obtained all other authorisations, consents and licences necessary for it to fully perform its obligations hereunder and that it shall continue to comply with the same.
4. CODE OF CONDUCT
4.1 The Affiliate undertakes with Endemol to adhere to the Code of Conduct.
4.2 Endemol reserves the right to modify and update the Code of Conduct from time to time so that the Code of Conduct reflects amongst other matters, to the extent possible, ethical practice in light of changing technology. Endemol will place the updated Code of Conduct on the Affiliate Programme Website. It is the Affiliate’s responsibility to review the Code of Conduct and keep itself updated of such changes.
5.1 Once a Visitor performs a Valid Click followed by meeting the time and stake requirements as set out on the Merchant’s Website, Endemol will pay the appropriate Commission into the Account.
5.2 Commission payment details:
5.2.1 The Commission shall be defined as the compensation due to the Affiliate based on a percentage of Gaming Profit generated by Players who have been directed to the applicable Merchant Website with a Valid Click on a Revenue Share basis as set out below (or as otherwise may be approved by Endemol)
5.2.2 In the event that the Account carries a negative commission balance at the end of a month, the negative balance will be carried over until this negative amount is cancelled out by positive earnings.
5.3 Commissions earned in the previous month will be paid once a month by the 15th of the following month provided that Endemol is in receipt of appropriate invoices.
5.4 Statistics are collected and calculated by Endemol and will be the only valid statistics used by Endemol when determining these Commissions.
5.5 Commissions shall not be paid to the Affiliate if the balance of the Affiliates Account is less than
5.5.1 GBP700 (if paid by non-UK bank account wire transfer), or
5.5.2 GBP100 if paid by UK bank account (BACS), or
5.5.5 GBP100 (if paid by Neteller) or
Any amounts below these thresholds shall remain in the Affiliates Account until such time as the Commissions exceed the thresholds whereupon the Commissions shall be paid to the Affiliates in accordance with clause 5.5 above. Please note that other currencies hold different thresholds.
5.6 The Affiliate recognises that Endemol may change or discontinue Commission payments at any time. Endemol is responsible for informing the Affiliate of any such changes which for the avoidance of doubt may be via email, newsletter or on the Affiliate Programme Website.
5.7 In addition, Commissions may be adjusted by Endemol from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments.
5.8 For the avoidance of any doubt, all Commissions shall be paid in pounds sterling (£).
5.9 The Affiliate shall assume all third party fees including without limitation any Neteller and/or other bank charges, wire transfers and any applicable taxes (including any applicable withholding taxes).
6. RESERVATION OF RIGHTS
6.1 Endemol reserves the right to change, modify, add or remove portions of this Agreement and the Code of Conduct at any time. Furthermore, Endemol may add to, change, suspend or discontinue any aspect of the Affiliate Programme at any time. In either case Endemol will notify the Affiliate via email, newsletter or via the Affiliate Programme Website of such changes. On receipt of such notice, the Affiliate may immediately withdraw from the Affiliate Programme by giving Endemol written notice. If no such notice is given to Endemol within one (1) week, then the Affiliate will be deemed to have consented to the changes.
6.2 If Endemol discovers a breach or an alleged breach of this Agreement, Endemol shall be entitled to immediately suspend the Affiliate’s Account and/or remove or disable any Links. In such circumstances, pursuant to clause 9.3, Endemol may withhold any Commissions that would otherwise be due to the Affiliate in connection with the Affiliate Programme prior to termination.
7. LIMITATION OF LIABILITY AND INDEMNITY
7.1 Neither Party warrants that the operation of their respective websites or other media means will be error-free or uninterrupted and neither party will be liable to the other Party for the consequences of any such errors or interruption. In addition, neither Party makes any warranties of any kind, express or implied, including warranties of merchantability and fitness for purpose.
7.2 Endemol shall not be liable for (i) any indirect, special, incidental or consequential loss of any nature arising out of the use of or inability to use the Affiliate Programme or any information provided on the Merchant Website or any other hyperlinked website, including, without limitation, damages for loss of goodwill, lost profits, business interruption, loss of programmes or other data on the Affiliate’s information handling system or otherwise, even if Endemol has been advised of the possibility of such damages or (ii) any claim attributable to errors, omissions or other inaccuracies in the Merchant Website or any hyper linked website. Furthermore, Endemol’s aggregate liability arising in connection with this Agreement and the Affiliate Programme shall be limited to direct damages, which shall not exceed the total Commissions and referral fees paid or payable to the Affiliate under this Agreement.
7.3 Nothing in this clause 7 excludes liability for fraudulent misrepresentation or death or personal injury caused by Endemol’s negligence.
7.4 The Affiliate hereby agrees to indemnify, defend, and hold harmless Endemol and its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable solicitor's fees) directly or indirectly arising from or relating to any matter related to this Agreement or the Code of Conduct or the subject matter hereof and any dispute relating thereto.
8. DISCLOSURE AND COLLECTION OF INFORMATION AND CONFIDENTIALITY
8.1 The following information may be posted on the Affiliate Programme Website:
8.1.1 The Affiliate’s identity as one of the entities that has subscribed to the Affiliate Programme; and
8.1.2 any information (other than information expressly marked as being confidential) that is disclosed by the Affiliate to Endemol.
8.2 In order to enable Endemol to improve, promote and/or market the Affiliate Programme, Endemol may produce statistics or summaries relating to the use of the Affiliate Programme for publishing outside of the Affiliate Programme Website. None of this information shall identify the Affiliate.
8.3 Endemol may contact the Affiliate by email, telephone or post for feedback regarding the Affiliate Programme.
8.4 Endemol shall keep all information submitted by the Affiliate confidential except as provided within this Agreement.
8.5 The confidentiality obligations in this clause 8 shall not apply to the following information:
8.5.1 any information which comes into the recipient party’s possession (from someone other than the party disclosing the information in question) with no obligation of confidentiality attached; or
8.5.2 any information which is disclosed with the prior approval of the disclosing party; or
8.5.3 information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the confidential information.
8.6 The Affiliate shall keep all information disclosed to the Affiliate by Endemol relating to Endemol’s business confidential unless one of the exceptions stated in clause 8.5 shall apply.
9. TERM AND TERMINATION
9.1 This Agreement shall commence on the date that the Affiliate is accepted by Endemol to participate in the Affiliate Programme and will continue in force until terminated by any of the Parties in accordance with this clause 9.
9.2 This Agreement may be terminated by either Party at any time if one (1) month’s written notice is given.
9.3 Either Party may terminate the Agreement immediately if the other Party is in breach of its obligations. In accordance with clause 6.2, if Affiliate is in breach, Endemol shall be entitled to retain any Commissions that would otherwise be due to the Affiliate.
9.4 Without derogating from the clause above, Endemol may immediately terminate this Agreement at its sole discretion if it determines that the Affiliate Website(s) or the Affiliates other media means are unsuitable. Unsuitable sites and other media means include those that: are aimed at children, display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities or violate intellectual property rights.
9.5 Any termination of this Agreement by either of the Party’s shall not limit the enforceability of any of the rights or obligations that accrued before the termination date.
10. CONSEQUENCES OF TERMINATION
10.1 Upon the termination of the Agreement, the Affiliate shall immediately remove all Links from the Affiliate Websites. The Affiliate shall not be entitled to any Commission made on any Valid Clicks after the termination date. For the avoidance of any doubt, if Endemol continues to permit play from Visitors after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
10.2 Clauses 8.6 and 10.3 shall survive the termination of this Agreement.
10.3 The Affiliate shall acquire no rights following the termination of this Agreement to use any (1) registered or unregistered trade marks or design rights; (2) domain names; (3) text, images or banners; or (4) other works created by or for the Merchant's Website.
11.1 This Agreement is personal to Affiliate. This Agreement is a non-exclusive arrangement only which both Parties understand and acknowledge that either Party may enter into agreement of this type with third parties.
11.2 Except as provided for in clause 6.1, all notices proceedings or other formal documents to be served by either Party on the other shall be delivered by hand or by recorded delivery to the other’s address and all notices shall be deemed to be received upon delivery. In the case of Endemol, all such notices must be sent to the following address:-
Endemol UK Limited (c/o Legal Department), Shepherds Building Central, Charecroft Way, Shepherds Bush, London W14 0EE, UK.
11.3 This Agreement, together with the Code of Conduct at Schedule 1 sets out the entire agreement and understanding between the Parties. No other representation or statement (excluding those which are fraudulent), whether or not in writing, shall form a term of this Agreement.
11.4 Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such Party.
11.5 This Agreement is governed and construed in accordance with the laws of England. The parties submit to the exclusive jurisdiction of the English courts.
11.6 Any failure at any time by Endemol to require strict performance by an Affiliate of any provision of this Agreement shall not affect in any way Endemol’s right to require such performance at any time thereafter, nor shall Endemol’s waiver of a breach of any provision of this Agreement be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.
11.7 No third party shall acquire rights pursuant to the Contracts (Rights of Third Parties) Act 1999. The Affiliate hereby acknowledges that the Affiliate Programme is being administered by Dapper Limited on behalf of Endemol and accordingly both Dapper Limited and Endemol shall have the right to enforce the terms of this Agreement.
Last updated 16th December 2013.
SCHEDULE 1: CODE OF CONDUCT
This Code of Conduct (as amended from time to time by Endemol) is part of this Agreement. If Endemol deems (at its discretion) that an Affiliate has breached this Code of Conduct, then Endemol may terminate the Agreement or the Affiliate’s participation in the Affiliate Programme. Endemol shall also be entitled to withhold any Commissions due to the Affiliate in accordance with the provisions of clause 10.3 of the Terms and Conditions above.
1. Content of Site
1.1 An Affiliate may place Links on the Affiliate Website(s), after providing the domain name(s) of those site(s) to Endemol for approval. If an Affiliate seeks to place Links in any other location, the Affiliate must provide that location to Endemol and obtain Endemol’s prior permission for the use of such placements.
1.2 The Affiliate agrees not to provide Endemol with any information or material that infringes the rights of any other person (including any intellectual property rights). The Affiliate further acknowledges to at all times respect the intellectual property and other rights of Endemol.
1.3 The Affiliate Website(s) must reflect favourably on Endemol's clients. Affiliates agree not to provide, promote, distribute, place or otherwise publish any content which is libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law. Affiliates further agree not to place Links on any Affiliate Websites that are pornographic (or display pornographic material or advertisements), that promote or condone violence, bigotry or hatred; or that promote any illegal activity including (but not limited to) cracking, ROM or emulator sites, or hacking, or is targeted at persons under 18 years of age. As Endemol is not in a position to review all information provided or used by Affiliates, each Affiliate remains solely responsible for the content of the Affiliate Website(s).
1.4 Affiliate Website(s) must conform to good advertising practices. Affiliates must not support, advertise, or promote downloadable advertising software (commonly known as “adware” or “spyware”), whether by promoting those applications on Affiliate Website(s) or in any other way.
1.5 Affiliates must ensure that any information on the Affiliate Website(s) which refers to any Endemol's services is accurate, comprehensive and not misleading.
2. Manipulation of the Affiliate programme
2.1 Affiliates must act ethically and reasonably in their use of the Affiliate Programme and their provision of Visitors to the Merchant's Website. Affiliates must not do anything (or cause or permit anything to occur) which will cause Endemol to pay a Commission to an Affiliate on sales which the Affiliate did not procure legitimately.
2.2 A Commission is only due to an Affiliate when the Affiliate procured a Visitor who actually and intentionally accesses the Merchant's Website by means of a Valid Click from an Affiliate Property.
2.3 Affiliates must not use spyware, adware, malware, robots, forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.
2.4 Each Affiliate is responsible for the quality and origin of the traffic it provides to the Merchant's Website. Pursuant to clause 1.1 of this Code of Conduct, traffic origins must be disclosed to Endemol for approval. Even if Endemol grants an Affiliate permission to acquire traffic through third party suppliers, the Affiliate remains responsible for the quality and origin of that traffic.
2.5 Affiliates must not place any software on a Visitor’s personal computer which may override cookies or promote or display Links (whether “adware,” “spyware,” “shopping assistant,” “price comparison,” “reminder,” or otherwise), nor may Affiliates use any such software placed by others.
2.6 Affiliates must not purchase, license, or operate any domain name which is the same as or confusingly similar to the URL of the Merchant’s Website.
2.7 These prohibitions are not exhaustive. If an Affiliate violates the spirit of these requirements, or if Endemol otherwise regards an Affiliate’s behaviour as fraudulent or unethical, regardless of whether harm is so caused to Endemol, Endemol may terminate that Affiliate’s participation in the Affiliate Programme and withhold Commissions pursuant to clause 10.3 of the Agreement. Endemol’s decision in this regard will be final and not subject to scrutiny or challenge. No further correspondence will be entered into.
3.1 Affiliates must adhere to Endemol’s strict PPC policy Affiliates undertake not register or attempt to register any trade marks or names that contain or are deceptively similar to the Merchant's brand name or any other related brands, logos or trade marks (or any derivatives thereof) of Endemol.
3.2 Compliance with the European directives is required from all Affiliates. Find more details here: http://www.spamlaws.com/
By submitting your application to participate in the Affiliate Programme, the Affiliate hereby agrees to all the conditions set out in the Agreement and Schedule 1 the Code of Conduct
Last updated 16th December 2013.