This agreement sets out the terms
and conditions for participation in the South Beach Bingo Partner Program. By linking
to South Beach Bingo, the Partner is deemed to have agreed to be bound by all the
terms and conditions set out in this Agreement. "South Beach Bingo" means
a company registered in the Republic of Costa Rica;
and "Partner" means the company or person who is the other party to
this Agreement.
1. Rights and Obligations of South Beach Bingo
a.
South Beach Bingo will register players referred by the Partner and track their play.
South Beach Bingo reserves the right to refuse players and to close their accounts
in order to comply with any requirements South Beach Bingo may establish from time
to time. All South Beach Bingo rules, policies, and operating procedures will apply
to players referred by the Partner.
b. South Beach Bingo will provide
the Partner with online access to reports of player activity and the commissions
earned.
c. South Beach Bingo will pay the Partner commissions (according
to the schedule below) based upon the number of Qualified Players (defined below)
directed from the Partner's website after they open an account with South Beach Bingo.
d. South Beach Bingo may modify any of the 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 website. Modifications may include changes
in the commission schedule and Partner Program rules.
e. Bingo
Hall shall not in any circumstances be held responsible or liable for any loss
of income, or loss of the ability to produce income, incurred by the Partner;
even if such losses should arise from the inability of South Beach Bingo to deliver
casino service for any reason whatsoever, whether or not South Beach Bingo or a third
party is at fault.
2. Rights and Obligations of the Partner
a.
By agreeing to participate in this Partner Program, the Partner is agreeing to
create a unique link from their website to our website. The Partner may use creative
units supplied by South Beach Bingo or text copy approved by South Beach Bingo. This
is the only method by which the Partner may advertise on the behalf of Bingo
Hall. South Beach Bingo will terminate this agreement immediately if there is any
form of spamming or if the Partner advertises in any other way. The Partner shall
not make any claims, representations, or warranties in connection with Bingo
Hall and the Partner shall have no authority to, and shall not, bind Bingo
Hall to any obligations.
b. By this Agreement, South Beach Bingo
grants the Partner the non-exclusive right to direct players to South Beach Bingo's
website and casino services, in accordance with the terms and conditions of this
Agreement. This Agreement does not grant the Partner an exclusive right or privilege
to assist South Beach Bingo in the provision of services arising from the Partner's
referrals, and South Beach Bingo obviously intends to contract with and obtain the
assistance from others at any time to perform services of the same or similar
nature as the Partner's. The Partner shall have no claims to commissions or any
compensation on business secured by or through persons or entities other than
themselves.
c. Without the prior written approval of South Beach Bingo,
the Partner will only use approved creative units and will not alter their appearance.
The appearance and syntax of the hypertext transfer links are designed and designated
by South Beach Bingo and constitute the only authorized and permitted representation
of the South Beach Bingo website. The Partner may only use a South Beach Bingo creative
unit that has been uploaded to the Partner's own server. South Beach Bingo reserve
the right to deny commissions if the Partner directly links to the creative units
on the South Beach Bingo website.
d. The Partner will not knowingly
benefit from known or suspected traffic not generated in good faith whether or
not it actually causes South Beach Bingo damage. South Beach Bingo reserves the right
to retain all amounts due to the Partner under this Agreement if there is reasonable
cause to believe that such traffic has been caused with the knowledge of the Partner.
Even if the Partner has not knowingly generated such traffic, South Beach Bingo reserves
the right to withhold referral fees with respect to such traffic.
e.
The Partner will be solely responsible for the development, operation, and maintenance
of their website and for all materials that appear on their website. For example,
the Partner will be solely responsible for ensuring that materials posted on their
website are not libelous or otherwise illegal. South Beach Bingo disclaims all liability
for these matters. Further, the Partner will indemnify and hold South Beach Bingo
harmless from all claims, damages, and expenses (including, without limitation,
attorneys' fees) relating to the development, operation, maintenance, and contents
of their website.
f. South Beach Bingo hereby grants to the Partner
a non-exclusive, non-transferable license, during the term of this Agreement,
to use the South Beach Bingo intellectual-property marks (licensed, in turn by us,
from their owner) solely in connection with the display of the creative units
on the Partner's website. This license cannot be sub-licensed, assigned or otherwise
transferred by the Partner. The Partner's right to use the marks is limited to
and arises only out of this license to use the creative units. The Partner shall
not assert the invalidity, unenforceability, or contest the ownership of the marks
in any action or proceeding of whatever kind or nature, and shall not take any
action that may prejudice South Beach Bingo or South Beach Bingo's licensor's rights
in the marks, render the same generic, or otherwise weaken their validity or diminish
their associated goodwill.
g. The Partner acknowledges that it
may have access to, and become acquainted with, information that is confidential
and proprietary. This includes any and all information (however and in whatever
format supplied) concerning the business of South Beach Bingo including its past,
present or future products, services, software, research, development, inventions,
processes, techniques, designs and other technical information, data, marketing
plans and/or financial information and any information relating to any third party
which South Beach Bingo is obliged to keep confidential. The Partner specifically
agrees that during the term of this Agreement and thereafter it will keep confidential,
and will not use for any purpose other than the performance of this Agreement,
and will not without the prior consent of South Beach Bingo disclose, directly or
indirectly, to any third party, any confidential Information.
3. Compensation
The Partner will earn commissions based upon the each "Qualified Player's" gross deposits (not including chargebacks). South Beach Bingo pays a 30% commission on the net winnings generated by the Partner.
A "Qualified Player" means a player who deposits at least US$50 and then wagers their initial deposit amount. South Beach Bingo retains the right to change the commission schedule and definition of a Qualified Player from time to time.
4. Account Handling
a.
South Beach Bingo will pay the Partner commissions on a monthly basis, by the
seventh (7th) of each month for any amounts earned by the Partner in the previous
month. All payments will be due and paid in United States Dollars. If the amount
of commission for one month payable to the Partner is less than US$50, the amount
shall be carried forward until the accumulated commission due to the Partner is
equal to or more than US$50. Commissions will be based upon good faith calculation
and statistics of South Beach Bingo.
b. South Beach Bingo shall have
the right to withhold permanently and/or recover (as the case may be) any and
all commission payments to the Partner if those payments result or have resulted
from a breach of these terms by the Partner.
c. South Beach Bingo
shall have the right to recover or permanently withhold (as the case may be) any
and all payments of commission made in error or as a result of fraudulent activities
on the part of the Partner or the relevant referred player. South Beach Bingo will
not pay any commission (and shall be entitled to recover any commission in fact
paid) in relation to wagers placed by prohibited users.
d. The
Partner is responsible for declaring and paying all taxes due under any applicable
law on payments made to it by South Beach Bingo under this Agreement and any other
income derived from participation in the South Beach Bingo Partner Program.
5.
Duration and Termination
a. The term of this Agreement shall
start on the date when the Partner creates an unique link to the South Beach Bingo
website and will be continuous unless and until either party notifies the other
in writing that it wishes to terminate the Agreement, in which case this Agreement
may be terminated immediately. Termination is at will, for any reason, by either
party. For purposes of notification of termination, delivery via email is considered
a written and immediate form of notification.
b. Upon the termination
of this Agreement for any reason, the Partner shall immediately remove all Bingo
Hall creative units, name, logos and any links from the Partner's website to
the South Beach Bingo website. All rights and licenses shall terminate upon the termination
of this Agreement. If the Partner has failed to fulfill their obligations and
responsibilities, South Beach Bingo will not pay the Partner the commission fees
otherwise owing to them on termination.
c. We may terminate this
Agreement if we determine (in our sole discretion) that your website is unsuitable.
Unsuitable sites 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, violate intellectual property rights.
6. Representations,
Warranties, and Indemnity
a. The Partner shall defend, indemnify,
and hold South Beach Bingo and its software provider, Unified Gaming, 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 (a) any breach by
the Partner of any warranty, representation, or agreement contained in this Agreement,
(b) the performance of the Partner's duties and obligations under this Agreement,
(c) the Partner's negligence or (d) any injury caused directly or indirectly by
the Partner's negligent or intentional acts or omissions, or the unauthorized
use of South Beach Bingo creative units and links or this Partner Program.
b. South Beach Bingo makes no express or implied warranties or representations
with respect to the Partner Program or commission payment arrangements (including,
without limitation, their functionality, warranties of fitness, merchantability,
legality, non-infringement, or any implied warranties arising out of a course
of performance, dealing, or trade usage). In addition, South Beach Bingo makes no
representation that the operation of the South Beach Bingo website will be uninterrupted
or error-free and will not be liable for the consequences of any interruptions
or errors.
7. Limitation of Liability
South Beach Bingo will not
be liable for indirect, special, or consequential damages (or any loss of revenue,
profits, or data) arising in connection with this Agreement or the Partner Program,
even if South Beach Bingo has been advised of the possibility of such damages. Further,
South Beach Bingo's aggregate liability arising with respect to this Agreement and
the Partner Program will not exceed the total commissions paid or payable to the
Partner under 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. South Beach Bingo's obligations under this Agreement do not constitute
personal obligations of our or Unified Gaming's directors, officers or shareholders.
Any liability arising under this Agreement shall be satisfied solely from the
commissions generated and is limited to direct damages.
8. General
a.
This Agreement shall be governed by and construed in accordance with the laws
and regulations of the Republic of Costa Rica and the Partner submits to the jurisdiction
of the Courts of the Republic of Costa Rica.
b. The failure by
either party to enforce (or delay in enforcing) at any time for any period any
of the terms of this Agreement shall not be a waiver of such term or of such party's
right at any time subsequently to enforce all the terms of this Agreement.
c. South Beach Bingo's rights and remedies hereunder 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. The Partner acknowledges,
confirms, and agrees that damages may be inadequate for a breach or a threatened
breach of this Agreement and, in the event of a breach or threatened breach of
any provision of this Agreement, the respective rights and obligations of the
parties may be enforceable by specific performance, injunction, or other equitable
remedy. Nothing contained in this Agreement shall limit or affect any of South Beach Bingo's rights at law, or otherwise, for a breach or threatened breach of any
provision of this Agreement, it being the intent of this provision to make clear
that South Beach Bingo's respective rights and obligations shall be enforceable in
equity as well as at law or otherwise.
d. 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.
