It is important that you (the “Affiliate”, “You”) read and understand these terms and conditions before submitting an application to become an affiliate with the Rootz Affiliate Program. Your acceptance of these terms and conditions forms a binding contractual agreement between you and Rootz LTD.
When registering as an affiliate with the Rootz Affiliate Program, you accept to be legally bound by, and comply with, these terms and conditions. If you do not agree to the following terms and conditions, you should discontinue your application.
Admin Fee The value of Jackpot contributions, Games and Platform costs and operating costs.
Agreement These terms and conditions and where applicable, any other contractual document concluded between the Parties in relation to the Affiliate Programme that You may be required to accept from time to time as part of being able to continue your role as an Affiliate. To the extent that the said contractual document is governed by these terms and conditions, any reference to ‘the Agreement’ as included therein shall also mean a reference to these terms and conditions. Further, any reference to ‘this Agreement’ in these terms and conditions shall also include and refer to such contractual documents.
For the avoidance of doubt, these terms and conditions shall supersede any other terms and conditions applicable to such contractual documents concluded between the Parties.
Affiliate A person (whether an individual or a company) who has registered and been accepted by Rootz Affiliate Program in order to promote Rootz Brands through affiliate links.
Affiliate Network An individual and/or entity which You have a business relationship with and who operates for You with the intention of driving traffic to Rootz Brands, or that You direct in any appropriate manner to Rootz Brands and who does not have an account directly with Rootz but is connected to Your account. For the avoidance of doubt, this shall not include Sub-Affiliates.
Affiliate Payment Any Revenue Share, Hybrid Payment and/or CPA Payments.
Affiliate Program The Affiliate Program operated by Rootz.
Applicable Law All laws, statutes, regulations, edicts, bylaws, mandatory codes of conduct and mandatory guidelines – whether local, national, international or otherwise existing from time to time – which are legally binding on either Party and which are applicable to that Party’s rights or obligations under this Agreement, including all applicable Market-Specific Requirements.
Application Your application to join the Affiliate Program via the Affiliate Program site.
Approved Marketing Material Our banners, text and/ or other online and offline promotional materials and certain Intellectual Property (collectively “Approved Marketing Material”).
Balances Carried Over In the calculation of Commission where Net Win is negative due to Customer winnings and/ or Admin Fees and/ or Cash Items and/ or Progressive Contributions the said balance will be set to zero. A negative balance due to Fraud Costs will however be carried over where applicable.
Brand “Rootz” including without limitation any and all of the trademark registrations/applications of the Group, any taglines or marketing slogans used by the Group, as well as any other brands (whether registered or unregistered) owned and /or used by the Group, as may be indicated by Rootz from time to time.
Chargeback The reversal of a payment made previously to Rootz by a Referred Player or the credit card-issuing bank or any other third party payments solution provider. Chargebacks are regarded as Fraud for the purposes of calculating net revenues.
Commencement Date The date on which Rootz confirms Your application to join the Affiliate Program has been accepted.
CPA Deal A Cost-Per-Acquisition deal, whereby Rootz pays You a predetermined amount for each Referred Player. CPA deals will undergo a trial period to ensure affiliates are providing Rootz with legitimate and profitable traffic.
Customer/Player An individual referred or directed by You in any appropriate manner to a Product offered by Rootz who can be linked to Your (or Your organisation’s) Rootz Affiliate Account and/or identity who registers a Customer Account with Rootz. By opening an account with Rootz, that Player will become Our customer and must comply with all Our applicable rules, policies, and operating procedures.
Customer Account The player account that an individual creates on the Website that enables them to use our Products.
Direct Marketing Any form of any direct marketing communication sent to one or more mailing lists, individuals or newsgroup, notably without limitation via E-mail and/or SMS direct marketing, that concerns whether directly or indirectly The Brands or is sent or can be deemed to be sent on behalf of Us, irrespective of whether to the customer of Brands or otherwise (hereinafter referred to as “Direct Marketing”)
Fees The amounts due to You by Us in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the Revenue Share, CPA, or Hybrid model, as the case may be.
Fraud Any form of fraud committed by a Referred Player, which in the sole opinion of Rootz, is deliberately practised by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:
Fraud Costs The costs incurred (financial or otherwise) by Rootz as a direct or indirect result of Fraud committed by You, Your employees, Sub-Affiliates, business partners, Customers, and/or third parties linked to Your affiliate Account to whom You, as an Affiliate, have introduced Our Products.
Gross Win The total revenue generated by all Rootz Products as a result of all bets and/or deposits by Referred Players introduced to Rootz by You.
Group Any and all of the companies forming part of the Rootz Gaming Group, Rootz LTD and associated with the Brand.
Intellectual Property Any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trademarks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licences in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
Market-Specific Requirements The Applicable Laws of certain Markets, as more particularly described in the respective Schedules.
Markets All markets in which the Group operates.
Minors Natural persons under the age of 18.
Net Revenue Net Revenue is calculated as: (All Player bets minus All Player winnings minus Player bonuses minus Taxes) minus Admin fee minus Payment Fee in accordance to applicable local laws.
Cellxpert The commercial platform (or any other platform as may be indicated by Rootz) used by Rootz to track Your marketing campaigns.
Party Either Rootz or the Affiliate (jointly referred to as the ‘Parties’).
Progressive Contributions A percentage of revenue generated on any progressive game that is paid over by Us into the network’s progressive pool.
Products An online gaming product (including but not limited to Casino, Live casino) for which professional services are rendered by Rootz or the Group.
Referred Player A Player who has accessed any of the Rootz Products and registered for a Player Account directly through one of Your affiliate links. For the avoidance of doubt, players which are already customers of Rootz shall not be considered ‘Referred Players’. Players who are referred to one of the Brands, won’t be automatically referred to all other brands.
Revenue Share Deal A deal where You receive payment through a revenue share model that is tracked on Cellxpert.
Rootz All brands approved by the licence provider to be used by Rootz.com.
Rootz Affiliate Account The Affiliate Account that an individual or company creates on the Website that enables them to promote our Products.
Schedule(s) The documents attached to this Agreement, which further specify the arrangements between the Parties.
Spam Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.
terms and conditions These terms and conditions, titled Rootz Affiliate Partner terms and conditions.
UBO Ultimate Beneficial Owner: individuals owning, directly or indirectly, 25% (twenty-five) or more of a legal entity
Us/We/ Our The Group and all related Brands.
Website The website Rootz.com, or any other website as may be directed by Us.
You/Your/Member You in Your capacity as a Rootz Affiliate and Partner, and any Sub-Affiliates which You may engage pursuant to this Agreement.
Recruitment and Advertising Activities It is understood as any form of communication in which entities holding a licence issued by the Kansspelautoriteit promote their goods or services, directly or indirectly, whether or not with the aid of third parties.
Vulnerable Groups of Persons Refers to in any case Minors, Young Adults, persons demonstrating an affinity for high-risk gambling behaviour, persons with intellectual disabilities, persons who are currently suffering from gambling addiction or have suffered from gambling addiction.
Natural persons from 18 up to and including 23 years old.
1.1 | Upon Your registration You will be required to accept these terms and conditions. You must read and understand these terms and conditions fully before accepting them. In case You do not agree with these terms and conditions, You should refrain from applying to become an Affiliate. If after reading the Terms you still feel like you have any questions, please contact Us.
1.2 | Your application to be a Rootz Affiliate will be reviewed following submission and You will be notified in a timely manner of Our acceptance or rejection of Your application. If the information provided by You is deemed insufficient, We reserve the right to withhold pay-out and reject Your application to be a Rootz Affiliate.
1.3 | Upon acceptance into the Affiliate Program, You hereby accept the appointment as an Affiliate partner of Rootz. For the avoidance of doubt, any approval by Us does not imply that We may not re-evaluate Your application at a later stage.
1.4 | You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals and that You shall have no claims to any Fees or other compensation on business secured by or through persons or entities other than You.
2.1 | Licence to direct Customers to the Website
Upon acceptance as aforesaid, We grant You for the duration of this Agreement a non-exclusive, non-transferable, revocable, limited, royalty free licence to direct Customers to the Website, in accordance with the terms of this Agreement and Applicable Laws.
2.2 | Licence to use certain Intellectual Property
During the term of this Agreement, You are granted a non-exclusive, non-transferable, revocable, limited and royalty free licence to use the Approved Marketing Material as defined below (hereinafter referred to as “Licensed IP”). The licence in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:
The Licensed IP may be used solely and strictly as required for You to fulfil Your obligations under this Agreement;
The Licensed IP may not be sub-licensed, assigned or otherwise transferred by You to any third party without Our prior written permission;
You may not modify, alter, adjust, remove, crop, manipulate and create any derivative works of the Licensed IP;
You shall not, during the term of this Agreement or at any time thereafter, assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property rights in any action or proceeding of whatever kind or nature, and further You shall not take any action that may prejudice Our rights in the Intellectual Property (including but not limited to seeking intellectual property right related protection or file any application for such protection in any country worldwide for the Approved Marketing Materials), render the same generic, or otherwise weaken their validity or diminish their associated goodwill;
You may not use the Licensed IP or any Intellectual Property of the Group in a manner that would create a confusion to customers, notably without limitation as to the origin of the marketed goods and services, portray Affiliate as a member of the Group or impersonate the Group;
You shall fully comply with Clause 10.4, Clause 11, Clause 18 and The Schedules;
You shall fully comply with any other terms of this Agreement (including any restrictions contained herein);
All rights not expressly granted herein shall remain strictly with Us;
Your use of any other Intellectual Property of Rootz or the Group shall be strictly subject to prior written approval;
We shall have a right to revoke the licence as provided herein at any time and without cause.
Notwithstanding anything to the contrary, Rootz retains the right to request a written agreement signed by both Parties detailing any other terms which Rootz at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Licensed IP provided You abide by the terms set forth by Us which shall be clearly stated within such agreement.
Rootz Affiliates will register Referred Customers / Players and will track their gaming activity. Rootz has the right to refuse Customers or close their accounts, if necessary, in order to comply with any regulatory or legal requirements in Applicable Laws, including, but not exhaustive to not providing Rootz with Identification Documents, Proof of Address, Source of Wealth or Funds, if they are found to be involved in fraudulent or obtaining funds from ill-gotten means.
The style, form, content and frequency of generated reports may, at Our discretion, vary from time to time. You will be provided with remote online access to generated reports of Referred Player activity and the Fees attracted by that activity. To gain access to these online reports, You will need to use Your username and password as provided to You by Rootz. We will provide You with a unique tracking link(s), but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Referred Players referred by You, if the links You use are incorrect, so You must ensure to copy the code exactly as presented in the Rootz Affiliate centre. We will not be liable to pay Fees on any Referred Players who are not tracked due to modified tracking codes or links. It is Your responsibility to inform Rootz immediately if the tracking link provided is broken or does not work correctly.
We may amend, alter, delete, interlineate or add to these terms and conditions contained in this Agreement, at any time and in Our sole discretion, by posting a change notice or a new agreement on Our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Fees, fee schedules, payment procedures, and referral program rules. Any amendments, alterations, deletions, interlineations or additions to these terms and conditions shall be effective immediately upon notice, by display on the Website and/or on Cellxpert (‘Notice’), and shall supersede all previous versions. Your use of the Website and/ or continued marketing of Us or Our Products after such Notice is given to You will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should these terms and conditions be replaced in their entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version.
Please also note: No purported modifications, amendments, alterations, additions, deletions or interlineations of this agreement by you are permitted or will be recognised by us. No employees, officers or agents of Rootz may verbally alter, modify or waive any provision of this Agreement.
By applying to be registered as a Rootz Affiliate, You warrant the following:
7.1 | You shall take reasonable steps to ensure the reliability and proper training of Your employees and that such employees understand the data protection and marketing requirements applicable to both the Affiliate and to Rootz.
7.2 | The Affiliate is to be aware that any operation from its end which runs counter to this Agreement may result in very serious consequences for the Affiliate itself, for Rootz, or for both Parties, including without limitation, fines, penalties, breaches of licence conditions and ability to do business, as well as potential civil and criminal action against the Affiliate, Rootz or The Group by the respective authorities.
7.3 | Without prejudice to any of the Company’s rights herein or at law, the Company may terminate this Agreement, in part or in its entirety, or any of your accounts should you act in breach of the foregoing and you shall be held fully responsible and liable for any such resulting fine, penalty, claim, action, or loss which is caused to us as a result of your action or default as the case may be.
You are not allowed to register for the Rootz Affiliate Program if Your website is considered unsuitable. The classification whether a website is unsuitable is to be determined at the sole discretion of Rootz when they are evaluating Your application prior to acceptance or rejection of such. Rootz reserves the right to reassess Your website at any point in time and deem it suitable or unsuitable at its sole discretion.
In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as made available at the Rootz Affiliate Program, or as supplied directly to You by Us, and will not alter its appearance nor refer to Us, Our Products or Our/ their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorised and permitted representation of Our Products sites.
10.1 | You shall comply with all Applicable Laws, including the applicable Market-Specific Requirements. For the Market-Specific Requirements and the applicable authorities, please refer to the Schedules. In the event of any conflict between any Market-Specific Requirement contained in the Schedules and any of the terms otherwise set out in this Agreement, the Market-Specific Requirement shall prevail to that extent and in respect of the applicable Market only.
10.2 | Direct Marketing
10.2.1 | You shall not send Spam to any person, whether a Customer of Rootz or otherwise, at any time. Any form of any direct marketing communication shall be strictly prohibited. Any Direct Marketing carried out that looks like it is coming directly from any Brands or in Rootz’s name, likeness, or copyrighted material shall be considered a material breach of this Agreement with the respective consequences. Markets may have specific requirements when dealing with direct marketing. You are required to check those before you proceed with any communication. Please refer to the Market-Specific Requirements in the applicable Schedules.
10.3 | Approved Marketing Material
10.3.1 | Once successfully registered as an Affiliate of Rootz of one of the Brands, You will have access to Approved Marketing Material. You may place said materials on Your site, and/ or utilise them via e-mail and/ or direct marketing and/ or social media and/or print media but You may not use any Intellectual Property of the Group (notably without limitation the Brand or related trademarked material) with respect to mobile applications, notably without limitation as keywords for any mobile application or to impersonate Group or create confusion as to the origin and/or nature of the goods and services provided within the scope mobile application. These are the designated methods by which You may advertise Us.
10.3.2 | It will be Your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in these terms and conditions and any Applicable Law. We reserve the right to request You to take down any form of use of the Approved Marketing Material which it deems to be non-compliant with this Agreement or Applicable Law or infringing Intellectual Property of the Group.
10.3.3 | Should You be in any doubt, please contact [email protected] before publication. All Approved Marketing Material must be kept current and You shall utilise new Marketing Material forthwith after it is made available to You by Us.
10.4 | Before We approve Your account, We will advise You to share Your traffic sources, and deem if you are complaint.
10.5 | Furthermore, any form of traffic that is generated from any medium that is aimed at Vulnerable Groups of Persons, promotes violence, includes narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring the Brands or Us into disrepute or prejudice the interests of Rootz in any way or is capable of creation of confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Agreement.
It shall be Your sole responsibility to regularly monitor Your networks and traffic sources to ensure full compliance with this Clause at all times.
10.6 | Manipulation/Advising Referred Players to the Detriment of the Brands
You shall not advise or incentivise Your Referred Players in any manner which would negatively affect the profitability of the affiliate relationship between You and Us. Prohibited activities include but are not limited to advising Referred Players about ways in which the Brands’ Products could be abused or manipulated.
10.7 | Non-Compliance
Any form of breach or non-compliance with this Clause 10, will result in Your account being placed under review immediately and any Fees due to You being withheld pending an investigation. For the purpose of this Clause 10, Penalty shall mean as defined within the applicable Market-Specific Requirements in the Schedules. We shall be entitled to enforce a Penalty, which will be deducted from Your account. If this occurs, the amount of the Penalty will be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us (including without limitation expenses and/ or damages in dealing with such breach of this Clause or being blocked by third party Internet Service Providers) not be covered by funds in Your account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You.
The non-adherence to the terms may result in the immediate termination of the relationship between You and Rootz Ltd.
Should You require more information regarding this clause, please contact us at [email protected]. Should You wish to report any incidences of breach of this Clause please contact us at [email protected].
You will not knowingly benefit from known or suspected traffic which, in the reasonable opinion of Rootz, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Group (notably without limitation the Brand) in conjunction with mobile applications or contrary to these terms and conditions, whether or not this actually causes damage to Us or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like Cost-Per-Acquisition (CPA), referring players which We deem low-value.
If it can be reasonably proven that affiliate earnings have been lost due to an incident of copying theft, We reserve the right to pay revenue generated by the offending Affiliate to the aggrieved Party. Complaints in relation to this Clause should be sent by email for investigation.
13.1 | You shall not be entitled to any Fees in relation to any Sub-Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
13.2 | You shall not earn any Fees on Your own Customer Account nor on the Customer Account/s of Your employees or family members.
Except as otherwise provided in this Agreement, or except within the Group, 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 Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, 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. During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Rootz and/ or the Affiliate Program (including, for example, Fees earned by You under the Affiliate Program). You agree not to disclose or use the Confidential Information in any manner or share it with third persons or outside Parties unless You have Our prior written consent or are legally obligated to do so and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.
You understand and agree that for the purpose and in terms of this Agreement, You shall not, whether for Direct Marketing or otherwise process any personal data on behalf of any company belonging to the Group. In the light of the foregoing, with respect to any data that you process, as such process is to be deemed completely out of the scope of this Agreement, you solely determine the purpose and means of processing and therefore you are in terms of Applicable Laws considered a controller of personal data and that You shall be solely responsible for and shall ensure its full compliance with, inter alia, all legislation, obligations and requests, by any authority in accordance with applicable EU data protection legislation or any legislation the jurisdiction in which You and Rootz are domiciled or operate in. For the avoidance of doubt, The Brands or the Group shall not, under any circumstances, be considered a controller or a processor of personal data respectively for the purposes of this Clause and/or this Agreement because there is no sharing or processing of personal data between You and the Group.
You warrant that You will cooperate with Rootz fully and promptly in the event that Rootz requests information on Your data protection practices including your cookie compliance for any reason.
16.1 | To comply with Applicable Laws and any further requirements from the applicable regulators, you may be required to provide us with information on Your account details. You are hereby notified that we carry out verification procedures and that your account may be blocked for access or closed if we suspect that you have supplied us with false or misleading information.
16.2 | Rootz reserves the right to perform background checks on any Affiliate or any entities or natural persons related to the Affiliate. Rootz may request any relevant documentation such as copies or certified copies of Your or any related entities’ Company Formation Documents, for example, but not limited to Certificate of Incorporation and Registration, Company Policies and UBO Identification, as well as copies of documents associated with linked individuals, such as passports or other identification documentation, proof of addresses, Source of Wealth, etc. as part of Rootz Due Diligence Procedures, at all times and, for any reason, including (but not limited to) any further checks into the identity of the Affiliate, or any enquiries into the Affiliate’s corporate and personal history. Rootz may also request any documentation previously provided which would have later on expired or would no longer be valid for any reason, or to request any additional KYC documentation for any reason and at any time. Any non-completion or non-cooperation for documentation requests may result in the Account termination and/or transactions being withheld. Rootz is under no obligation to advise the Affiliates of such checks taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. Rootz may decide at its sole discretion to terminate an Affiliate's Account, and withhold all funds in such Account, on the basis that such an investigation provides a negative or uncertain conclusion.
16.3 | You confirm that You are compliant with all Applicable Laws, and any applicable Market-Specific Requirements.
16.4 | You confirm that any changes on Your corporate or personal information or any other relevant information shall be communicated to Rootz within 15 (fifteen) working days from the change, and that all information provided is correct to the best of Your knowledge, and that You are authorised to provide Rootz with all relevant information required on behalf of the Company.
You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities. It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Rootz Affiliate Program to facilitate criminal activity.
You shall comply fully and promptly with any anti-money laundering related requests as may be required from You by Rootz.
You acknowledge that Group has registered trademarks in relation to the Brand and agree that You shall not infringe or threaten to infringe, or carry out any unauthorised use of the Brand, the Products, or any other Intellectual Property of the:
The use of Brand names, including without limitation Wildz, Wildz Casino, Caxino, Caxino Casino, Wheelz, Wheelz Casino, Spinz, Spinz Casino, Chipz Casino, Chipz, trademarks or any variation of these names or any use of any words that are confusingly similar, in affiliate URLs is restricted and prohibited. Our Brand name may not be used in a derivative URL or Subdomain. For example:
Affiliate marketing efforts may not be directed at any person who is resident in any jurisdiction where their participation in online gambling would be in conflict with Applicable Law, for example, the United States of America and its dependencies. In this regard, it is the sole responsibility of you, the Affiliate, to understand and comply with all Applicable Laws in all the jurisdictions where your Affiliate Sites are accessible and from where Referred Players may originate. For Market-Specific Requirements please refer to Schedules.
We reserve the right to update this list at any time and to take legal measures against You should You advertise Rootz Brands to any individuals within the aforementioned jurisdictions.
You shall not offer any rake-back, cash-back, value-back or any similar offers, other than the Programs being offered by Rootz Brands.
You are obliged to abide by Clause 15 of these terms and conditions.
Processing or possession of any Player information is against our terms of service. If for any reason You end up with any Player personal data in your possession, you must immediately advise [email protected] so that it may be investigated. Failure to abide by the above will be considered a breach and may trigger any necessary actions as described in Clause 33.
Please refer to Your account on Cellxpert for specific information regarding Your payment model, and the relevant terms below for specific guidance relating to Revenue Share, CPA, or Hybrid Deals, as may be applicable.
Under the Revenue Share Deal, You will receive a payment based on income generated by Your Referred Players to each Brand, based on the model outlined below.
We reserve the right to change such a model at any time and without notice.
Calculation of revenue share is calculated as follows:
Under any CPA Deal, You will receive a predetermined amount for each Referred Player, as agreed with the Affiliate. There shall be no revenue share component under this model. We reserve the right to change the CPA Deal at any time without notice. Unless agreed otherwise between the Parties in writing, the first fifty (50) Referred Players under the CPA Deal are to be seen as a test phase in which We will assess the quality of the Referred Players. After the test phase has been completed, We shall, at Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.
Under any Hybrid Deal, Your payment will contain elements of both a Revenue Share Deal and a CPA Deal, based on the models outlined above.
For the avoidance of doubt, the terms applicable to Revenue Share Deals as outlined in Clause 24 and the terms applicable to the CPA Deals as outlined in Clause 25 shall also apply to Hybrid Deals.
Payment shall be made by Us to You by way of the method selected by You upon registration or accessible through the ‘payment information’ section of your account at any time. You may only choose from:
If selecting ‘bank wire transfer’ your bank account must be able to receive euro amounts.
Should You fail to register a valid payment method and full correct details upon acceptance of these terms and conditions, We will not contact You to inform You to update Your details. Please contact Us in case you experience any issues with registering a payment method.
We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising. However, we aim to process the Fees earned by You in the previous calendar month by the 15th of the following month.
We will endeavour to make sure all Referred Players are cross-tracked to Products that You have chosen to promote, should a Referred Player choose to play a product other than the Product advertised.
29.1 | Term
The terms of this Agreement will commence on approval of Your registration by Rootz in accordance with Clause 1 and shall continue until terminated on notice by either Party.
29.2 | Termination
Notice of termination shall be given in writing by either Party to the other at any time. For the purposes of notification of termination, delivery via e-mail will be considered as a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
We reserve the right to terminate this Agreement immediately upon any breach of this Agreement by You or Your Affiliate Network. For the avoidance of doubt, in the event of multiple accounts being held by You, We reserve the right to terminate each account separately, or to exercise any termination right which emerges in relation to one account against other accounts, at Our sole discretion.
In the event of termination of this Agreement for any reason:
You will promptly return to Us any Confidential information and/ or Customer Information, and all copies of it in Your possession, custody and control, and upon request, irrevocably destroy any Confidential Information belonging to Us, as well as cease all uses of any Licensed IP. You will take immediate steps to transfer ownership to Rootz of any derivative URL established by You, at a cost to Rootz not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. You and Rootz and our 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 You from any liability arising from any breach of this Agreement, that occurred prior to termination and shall not affect or limit in any way Our rights pursuant to the Clause 35. You will only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Agreement, You shall not be entitled to any unpaid Fees generated after the breach occurred, irrespective of whether this Agreement has been terminated or otherwise, until such breach is remedied. You will not be entitled to any revenue generated after the date of termination. We may withhold the final payment for up to three months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Customers after termination, this shall not and shall not be construed to constitute a continuation or renewal of this agreement or a waiver of termination.
31.1 | The Parties are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with Clause 31.
For the avoidance of doubt, You shall be solely responsible for the actions of Your Affiliate Networks and for monitoring Your Affiliate Networks to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your Affiliate Network, and We shall be entitled to take any action against You, without limitation, available under this Agreement in respect of such breach.
31.2 | You will not be treated as an employee with respect to any applicable statute, ordinance, rule, or regulation of any country.
You shall not make any claims, representations, or warranties in connection with any of the Brands and You shall have no authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by Us.
33.1 | Indemnity
You shall defend, indemnify, and hold Rootz and Our 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:
33.2 | Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program, any Rootz Brands or payment arrangements (including, without limitation, their functionality, warranties of fitness, Product-ability, 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 site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.
33.3 | Limitation of Liability
Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by Us or the Group including loss of profits, revenue, business, contracts, anticipated savings.
For the avoidance of doubt, You shall be solely liable towards Us for breaches of this Agreement by Your Affiliate Networks. We 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 We have been advised of the possibility of such damages.
Furthermore, Our aggregate liability arising with respect to this Agreement and the Program shall not exceed 10% of the total Fees paid or payable by Us to You in the previous 6 months from when the respective breach occurred under this Agreement.
Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the Fees generated and is limited to direct damages.
33.4 | Remedies
Our rights and remedies in these terms and conditions shall not 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.
You acknowledge that We may, without prejudice to any other right available,
if You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to us in terms of Clauses 10.3, 10.5, 10.6, 15 and 17 and Market-Specific Requirements..
Additionally, should Your account be inactive for six months, we have the right to close Your account with Us.
We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged, to do so in compliance with Applicable Law.
You acknowledge, that damages or a Penalty as defined within the Market Specific Requirements 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 Our 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 the enforcement of Our respective rights and obligations shall not be limited in any way.
The rights and remedies outlined in this Clause, and in these terms and conditions, may be exercised against any or all of Your multiple accounts in Our sole discretion.
This Agreement will be governed by the laws of Malta. The Regulations and Directives, and any subsequent or complementary legislation applicable in Malta. Any disputes arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) as presently in force, and the Rules of the Malta Arbitration Centre or any other competent courts and/or tribunals in Malta. The language of the proceedings shall be English and the arbitration shall take place in Malta.
Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose and object of this Agreement.
You shall comply with, inter alia, all legislation, obligations and requests, as required by Rootz or by any authority in accordance with applicable legislation in the jurisdiction in which You or the Brands are domiciled or operate in.
You warrant that You will cooperate with Us fully and promptly in the event the Rootz requests information on Your practices and You agree that We may monitor such practices to ensure compliance with applicable legislation. Should Rootz discover non-compliance with any applicable legislation, We reserve the right to take any action which it deems necessary, including but not limited to terminating this Agreement with immediate effect, immediate closure of Your account and withholding all funds due to You. You agree to indemnify Us for any damages suffered as a result of a breach of this Clause and this Agreement and Rootz further reserves the right to take any action to which it may be entitled, in the event that it suffers any damage whatsoever due to Your non-compliance with this Clause or this Agreement.
Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. For the avoidance of doubt, this Clause shall not apply to Affiliate Networks.
You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.
Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.
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.
For the avoidance of doubt, it is understood that this Agreement shall not in any way limit Rootz to enter into similar agreements or provide similar services to or with other persons (whether an individual or a company).