These Terms and Conditions are intended to form a legally binding and enforceable Agreement between you as an applicant to the MCW Affiliate Program. Kindly read these Terms and Conditions carefully.
This Affiliate Agreement (herein referred to as “Agreement“) contains the complete terms and conditions of the MCW Affiliate Program. “You” or the “affiliate” refers to you, the individual, group or corporate entity registering with us as an affiliate under this Agreement, and shall be deemed to include any employees, officers, directors, shareholders, owners, controlling parties and affiliated individuals and entities (and “your” has a corresponding meaning).
It is important that you read and understand this Agreement. By completing an application to join the MCW Affiliate Program and subsequently participating therein, you are agreeing to the terms and conditions of this Agreement. If you are not amenable to the following terms and conditions as set forth in this Agreement, you should discontinue your application or participation in the MCW Affiliate Program.
This Agreement replaces all previous terms and conditions relating to the Affiliate Program or any previous affiliate program offered by MCW. You agree that this Agreement supersedes all previous agreements or terms and conditions you have had with MCW or any Group Company.
I. DEFINITIONS AND INTERPRETATION
A. “Affiliate Payment” means your revenue share under this Agreement for referring Customers to the Sites;
1. “Affiliate Site” means your website or websites located at the URLs provided to MCW in your Application or subsequently changed from time to time as notified to MCW;
2. “Application” means your application to join the Affiliate Program;
3. “Commencement Date” means the date on which MCW confirms that your application to join the Affiliate Program has been accepted;
4. “Company” means MCW and/or the owner and operator of the Site/s, as the case may be;
5. “Confidential Information” means all information in any form relating to a party (and any Group Company in the case of MCW) (the “Disclosing Party”) that is directly or indirectly disclosed to the other party (the “Receiving Party”), including any personal data and/or customer data, by any of the Disclosing Party’s employees, professional advisers or contractors before or after the Commencement Date;
6. “Customers” means all persons who open an account with MCW, the Company or a Group Company for the first time who arrive at the Site/s by clicking on the Links on your Affiliate Site;
7. “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith;
8. “Group Company” means the Company and any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company and shall include any company in which a Group Company has a shareholding of 50% or more;
9. “Immediate Family” means your spouse, partner, parent, child or sibling;
10. “IPR” means any and all patents, trade marks, service marks, rights in designs, get-up, trade, business or domain names, goodwill associated with the foregoing, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;
11. “Links” means hypertext links (either a banner or text link) that links to the Site/s under this Agreement;
12. “Parties” means the parties to this Agreement;
13. “Program” means the MCW Affiliate Program;
14. “Sites” means www.megacricketworld.com as well as its alternative domains and URLS.
B. In this Agreement, except where the context indicates otherwise:
1. clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
2. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
3. the singular includes the plural and vice versa; and
4. reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments, or other subordinate legislation made under the relevant statute.
II. LIMITED LICENSE
A. We hereby grant to you a personal, non-exclusive, non-transferable limited license, during the term of this Agreement, to use our trademarks (licensed, in turn by us, from their owner) solely in connection with the display of the Links on your Affiliate Site.
B. By this Agreement, we grant you the non-exclusive right to direct Customers to our Sites, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege or referrals, and we reserve the right to contract with and obtain the assistance from other parties at any time to perform services of the same or similar nature as yours. You shall have no claims to referral fees or other compensation on business secured by or through persons or entities other than you.
C. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the trademarks is limited to and arises only out of this license to use the banners. You shall not assert the invalidity, unenforceability, or contest the ownership of the trademarks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor’s rights in the trademarks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
D. You are restricted from purchasing a domain name which uses all or part of any of our trademarks or intellectual property. You are also restricted from using all or part of any of our trademarks or intellectual property for purposes of search engine optimization including website look and feel.
E. We reserve the right to revoke this license at any time and it shall have been deemed revoked at the termination of this Agreement, for whatsoever reason.
F. Further, for avoidance of doubt, you are not allowed to do any of the following:
1. Display the Links other than on the Affiliate Site;
2. Display data from the Links via any electronically accessible medium other than the Affiliate Site without the express written consent of MCW;
3. Do anything that would cause to believe that a Customer has clicked through the Links to register for an account when that is not the case, sometimes known as ‘cookie stuffing’ or any other fraudulent practices.
4. Use the Links in a way which proves or is likely to prove detrimental to MCW; and/or
5. Use the Links or Code in any “pop-up” or “pop-under” advertising without the prior written consent of MCW.
III. YOUR OBLIGATIONS
A. You warrant and undertake that:
1. You have full capacity and authority to enter into this Agreement and any other documents executed by you that may be associated with this Agreement;
2. You will conduct yourself at all times with due skill, care and diligence, including Good Industry Practice;
3. You will comply with MCW’s policies and guidelines as may be advised to you or made know to you from time to time;
4. All information that you provided to MCW in your application is accurate and correct and that you will inform immediately of any changes to your information;
5. The Links will not be placed on any part of your Affiliate Site if it is aimed at any individual under 18 years of age or to residents of Excluded Territories as set forth in the terms and conditions of the Sites;
6. You cannot, directly or indirectly, offer any person any incentive (such as but not limited to payment of money) to use the Links;
7. You have obtained all the necessary authorizations, permits or licenses to enable you to fulfill your obligations under this Agreement and that your performance hereunder is not in violation of applicable law;
8. You will not challenge any of the IPR of MCW or any Group Company or file any application involving any mark or domain name that is similar to that of MCW or any Group Company. This includes registration of any domain names or keywords, search terms that incorporate terms which are identical or similar to MCW or any marks owned by MCW;
9. The Affiliate Site will not contain any content which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;
10. You will ensure that the Customers you refer under this Agreement will abide by the Site/s terms and conditions and that you will not encourage or assist any Customers to breach any terms and conditions agreed to when opening an account with MCW or a Group Company;
B. You agree that:
1. Neither you nor your Immediate Family may become Customers and you shall not be entitled to any payment under this Agreement in relation to your Immediate Family;
2. We may monitor your Affiliate Site to ensure your compliance with the terms and conditions of this Agreement and you shall agree to cooperate to enable MCW to monitor your activity;
3. Applicable e-Commerce laws or regulations will not apply to this Agreement;
4. You will present only content on your Affiliate Site (in relation to your acting as an affiliate under this Agreement) which are pre-approved in writing by MCW. Any content that is deemed unsuitable by MCW at its absolute discretion, will result in the immediate termination of this Agreement.
5. You will be solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear therein and at your own cost. Since we do not have control over your Affiliate Site, we disclaim all liability for these matters. Further, you will indemnify and hold us free and harmless from any and all claims, damages, and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance, and contents of your Affiliate Site. This provision on indemnification is without prejudice to our right to a separate action or claim against you under applicable laws.
C. AFFILIATION GUIDELINES:
1. Only approved and properly tagged creative materials, supplied by us from time to time, may be used to promote the Sites. Advertorials and personal endorsements are allowed but all materials not designed by MCW will need prior approval in writing.
2. You may not modify or use, for any other purpose, any IP rights, banners or other creative material supplied by us without our prior written consent. All copyright or IP rights notices on any material supplied or approved by MCW, must remain on said material and shall not be modified or eliminated.
3. By agreeing to participate in the Program, you are agreeing to download banners, text or promotional material and place it on the Affiliate Site, utilize it within e-mail, direct marketing using your affiliate URL or print. These methods are the only approved methods by which you may advertise under the Program and this Agreement.
4. Banners and links may not be placed within unsolicited e-mail, unauthorized newsgroup postings, or chat rooms or through the use of “bots”. Traffic generated illegally will not be counted and may result in the termination of this Agreement and your affiliate account with us.
5. We will terminate this Agreement immediately if there is any form of spamming on your behalf or if you discredit MCW or the Company through false advertising, written or uttered words.
6. You shall not make any claims, representations, or warranties in connection with MCW and you shall have no authority to and shall not bind MCW, the Company or any Group Company to any obligations.
7. Without our prior written approval, you will only use our approved banners and links and will not alter their appearance nor refer to us in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of MCW.
8. You will not knowingly benefit from known or suspected traffic not generated in good faith, whether or not it actually causes damage to MCW. Should fraudulent activity arise through a person directed to a site via the Link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement on account of Fraud Traffic, at our discretion.
9. You are prohibited from playing at any of the Sites promoted by MCW through your own affiliate link or from the affiliate link of an associate who shares all or part of the commission with you or a third party. This shall include any individuals or playing groups from which you receive compensation or remuneration of any kind. In the event of violation of this provision, MCW and/or the operator of the Site that has played with, shall have the right to void all play and eliminate any earned commissions applicable from such play and terminate your registration as an affiliate and this Agreement, as well as void any future play at the Sites.
10. You are not allowed to concurrently maintain both affiliate and referral relationships with MCW. Violation of this provision grants MCW the right to unilaterally terminate either or both affiliate and/or referral relationships. A referral relationship refers to a relationship with MCW pursuant to MCW’s
Refer-A-Friend Program (as setout and available in the Website).
IV. REVENUE SHARE
A. The terms of your Affiliate Payment can be found here:
1. MCW Affiliates Revenue Share
B. All payments made to you by MCW under this Agreement are:
1. deemed inclusive of any VAT or other tax payable. You are deemed to shoulder the amount of any tax that is due and payable to any amount you receive under this Agreement;
2. will not be paid to any MCW account;
C. You will not be entitled to receive any Affiliate Payments in in the event that a Customer:
1. has been introduced in breach of any term of this Agreement;
2. makes an initial deposit which is subject to a chargeback or which is reversed for any other reason;
3. fails any identity or credit checks carried out by MCW or on its behalf;
4. is located in a territory from which MCW and its Group Companies does not accept customers;5. is suspected by MCW of violating its terms and conditions or is participating in any fraudulent activity;
5. has their account closed within 45 days of the account opening; or
6. becomes known to MCW to be someone who does not properly fall within the term “Customer” to which you are entitled to revenue share as herein provided.
D. For avoidance of doubt, you shall not refer nor be entitled to a revenue share for any Customer that you refer from any Excluded Territory as this term is defined in the relevant Sites’ terms and conditions.
V. CONFIDENTIALITY AND ANNOUNCEMENTS
A.During the term of this Agreement and for an indefinite period after termination hereof, each party shall not use any Confidential Information belonging to the other party for any purpose other than in compliance with this Agreement. Neither party shall disclose any of the other party’s Confidential Information to any person except with the prior written consent of the other party. Both parties shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information. The obligations under this clause shall not apply however to any Confidential Information that:
1. has come into the public domain other than by breach of this Agreement, or any other duty of confidence;
2. is obtained from a third party without breach of this Agreement;
3. is required to be disclosed by law or other regulatory requirement provided notice is given to the other party prior to disclosure where legal to do so; or
4. is in the possession of the Party at the time the Confidential Information was disclosed to it by any other party or which is independently developed without reference to any Confidential Information of the other party.
B. Each party may disclose any Confidential Information to its directors, employees, professional advisers and sub-contractors and to those of any company in its Group to the extent that such disclosure is reasonably necessary in order to comply with its obligations under this Agreement. If such disclosure is to be made, the party making the disclosure shall ensure that the recipients of confidential information are subject to the same obligations of confidentiality as required hereunder.
C. On termination of this Agreement, each party shall either return or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically except to the extent that it is obliged to retain such information under any law, regulation or licence condition applicable to that party or any company in its Group.
VI. DATA PROTECTION AND SECURITY
A. You acknowledge that the security of MCW’s data and its systems is of paramount importance. If you become aware of a breach or potential breach of security in any manner in relation to the Program, you shall immediately notify us and use your best efforts to ensure that a potential breach does not develop any further or to remedy an actual breach and any of its effects or consequences.
B. You warrant that your Affiliate Site is compliant and will comply with applicable data privacy and protection laws.
VII. INTELLECTUAL PROPERTY RIGHTS
A. Any and all intellectual property rights pertaining to the Links and the Sites shall belong to their respective owner. You hereby agree that you will not challenge the ownership of these intellectual property rights nor register anything which is similar or resembles them.
B. You hereby agree to indemnify MCW against any claim or demand brought against it for any infringement or alleged infringement of intellectual property rights in the operation of your Affiliate Site.
VIII. INDEMNIFICATION & LIMITATION OF LIABILITY
A. You hereby agree that you will indemnify and hold free and harmless MCW, its affiliates, group companies and individual officers from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly in consequence of any breach by you of your obligations under this Agreement.
B. To the fullest extent permitted by applicable law, the following provisions set out the entire liability of MCW (or any related party or officers) to you whether in contract, tort, statute, equity or otherwise:
1. You acknowledge and agree that the Program and the Sites are provided “AS IS” without warranties of any kind (whether express or implied);
2. All conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Links, the Affiliate Program and the Sites are hereby excluded; and
3. MCW (its affiliates, group companies or officers) will not be liable to you for any losses relating to your participation in the Program, your use of the Links or any breach of this Agreement by MCW including loss of profits (whether direct or indirect), revenues, goodwill, anticipated savings, data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or even if MCW had been advised of the possibility of you incurring such loss.
C. We make no express or implied warranties or representations with respect to the affiliate program or revenue sharing arrangements (including without limitation, their functionality, and warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors. The company further expressly disclaims all warranties and conditions of any kind; whether express or implied, including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
D. You expressly understand and agree that MCW, its subsidiaries and affiliates, and its licensors and service providers shall not be liable to you for: (1) any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; (2) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of: (a) any changes which company may make to the affiliate program, or for any permanent or temporary cessation in the provision of the affiliate program (or any features within the affiliate program); (b) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the affiliate program; (c) your failure to provide company with accurate account information; (d) your failure to keep your password or account details secure and confidential. The limitations on company’s liability above shall apply whether or not company has been advised of or should have been aware of the possibility of any such losses arising.
E. The prescriptive period within which you must commence proceedings on any claim under this Program shall be 6 months from the date you became aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.
IX. TERM AND TERMINATION
A. This Agreement shall commence on the Commencement Date and shall continue until either party serves written notice on the other of its intention to terminate this Agreement no less than thirty (30) days prior to the intended termination.
B. MCW may terminate this Agreement immediately in the event that:
1.You breach any of the terms of this Agreement;
2. You cease or threaten to cease carrying on your business, including being subject of bankruptcy or liquidation proceedings.
3. MCW ceases to accept customers from a territory or jurisdiction which your Affiliate Site markets to.
4. MCW determines that your Affiliate Site is generating fraudulent traffic or any other similar methods aimed to create fraudulent payment of revenue share under this Agreement.
C. Termination of this Agreement shall be without prejudice to any rights or obligations which may have accrued prior to termination.
D. Upon termination of this Agreement, any licenses granted to you herein will immediately terminate.
E. If this Agreement is terminated under clause X(B), you will not be entitled to receive any further payments or revenue share under this Agreement.
F. Clauses VI, IX and all other clauses which by implication will need to remain effective after termination of this Agreement, shall remain effective for an indefinite period after termination of this Agreement for whatever reason.
X. FORCE MAJEURE
A. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In which case, the affected party shall be entitled to a reasonable extension of the time to perform its obligations under this Agreement, provided that if the period of delay or non-performance continues for more than ten (10) days, the unaffected party may opt to terminate this Agreement upon written notice to the other party.
XI. NO AGENCY OR PARTNERSHIP
Nothing in this Agreement or its implementation shall constitute, or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the parties. You shall not hold yourself out as our agent nor authorize any party to make or enter into any commitments for or on our behalf.
XII. ASSIGNMENT AND SUB-CONTRACTING
A.You shall not assign, novate, declare a trust of or otherwise dispose of this Agreement, or any part thereof.
B.MCW may however, assign or sub-contract any of its rights and obligations under this Agreement to a Group Company at any time without giving notice to you.
A. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, supersedes all previous agreements and understandings between the Parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.
B. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
C. Our failure or delay to enforce at any time any one or more of the terms or conditions of this Agreement shall not be a waiver of such rights or any other rights.
D. Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided herein.
E. This Agreement (and any dispute, controversy or proceeding) shall be performed, interpreted and construed in accordance with English law and the parties hereby irrevocably submit to the jurisdiction of English courts.
F. You hereby agree and acknowledge that you have had an opportunity to consider each and every provision contained in this Agreement and have had the opportunity to seek independent legal advice with respect to each and every provision thereof and hereby agree that all provisions of this Agreement are reasonable and valid.