By completing the affiliate application PachiPachi Affiliate Program (the "Affiliate Program") and clicking "Submit" on the form, you (hereinafter the "Affiliate") hereby agree to abide by all the terms and conditions set out in this agreement including the different commission structures applicable to the different products. All commission structures contained in Article 18 of this agreement shall be deemed to form an integral part thereof.
Nextwave reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the terms and conditions set out in this Agreement. Your continued (i) participation in the Program, (ii) use of the Nextwave affiliate website and/or marketing tools (as hereafter defined), or (iii) acceptance of any Affiliate commissions from Nextwave confirms your irrevocable acceptance of this Agreement (and any modifications thereto) and therefore you shall be obliged to continuously comply with the terms and conditions of this Agreement as well as to comply with the Privacy Policy of this program, as well as any other rules and/or guidelines made known to you from time to time from Nextwave.
This Agreement is entered into between Nextwave Interactive B.V., a company registered in Curacao, company registration number 152748, having its registered address at Franschebloemweg 4, Curacao hereinafter referred to as "the Company" or "PachiPachi or "Nextwave" and the Affiliate hereinafter referred to as "the Affiliate". This Agreement shall enter into effect on the date the online Affiliate Registration Form is approved by the Company.
Purpose
1.1 The Company owns and operates pachipachi.com and is an online betting and iGaming company incorporated in Curacao and licensed by Antillephone with master license 8048/JAZ. The Company is operating the Nextwave Affiliates Program for the purpose of promoting the website.
1.2 The Affiliate maintains and operates one or more websites on the Internet (hereinafter collectively referred to as "the Website"), and/or refers potential customers through other channels.
1.3 This Agreement governs the terms and conditions relating to the promotion by the Affiliate of the website?www.pachipachi.com, hereinafter referred to as "Nextwave", whereby the Affiliate will be paid a commission as defined under this Agreement depending on the traffic generated to Nextwave subject to the terms and conditions of this Agreement and to the applicable product-specific Commission Structure.
1.4 Gross Revenue for any particular period of time shall mean the real money revenue generated by new referred customers as a result of them using the Service on Nextwave. "Net Revenue" for any particular period of time shall mean Gross Revenue for the same period of time less bonus costs, chargebacks and payment processing fees.
Acceptance of Affiliate
2.1 The Company shall evaluate the Affiliate Membership Form hereby submitted and shall inform the Applicant in writing (email) whether the Membership Form is accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion.
Qualifying Conditions
3.1 The Applicant/Affiliate hereby warrants that:
a) He/She is of the legal age in the applicable jurisdiction to agree to and enter into an Agreement.
b) He/She is competent and duly authorised to enter into binding Agreements for the Affiliate and/or the Website.
c) He/She is the proprietor of all rights, licenses and permits to market, promote and advertise Nextwave in accordance with the provision of this Agreement.
d) He/She shall comply with all applicable rules, laws and regulations in connection with the promotion of Nextwave.
e) He/She fully understands and accepts the terms and conditions of the Agreement.
Responsibilities and Obligations of the Company
4.1 The Company shall provide the Affiliate with all information, links and marketing material necessary for the Affiliate to implement the agreement.
4.2 The Company shall administrate the turnover generated via the links and marketing material, record the net revenues and the total amount of commission earned via the links or banners, provide the Affiliate with commission statistics, and handle all customer services related to the business. A unique tracking identification code will be assigned to all referred customers.
4.3 The Company shall pay the Affiliate the amount due depending on the traffic generated subject to the terms and conditions of this Agreement.
Responsibilities and Obligations of the Affiliate
5.1 The Affiliate hereby warrants and undertakes:
a) To use its best efforts to actively and effectively advertise, market and promote Nextwave as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Company as may be forwarded from time to time and/or accessible online.
b) To market and refer potential players to Nextwave at its own cost and expense. The Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable laws and negotiations and in accordance with this Agreement.
c) To use only links and marketing material provided by the Company via its affiliate software, otherwise no warranty whatsoever can be assumed for proper registration and sales accounting.
d) Not to change or modify in any way any link or marketing material without prior written authorization from the Company.
e) To be responsible for the development, the operation, and the maintenance of its website as well as for all material appearing on the website.
5.2 The Affiliate hereby warrants:
a) That it will not distribute or sell libelous, discriminatory, obscene, unlawful or otherwise unsuitable or sexually explicit, pornographic, obscene or graphically violent materials.
b) That it will not actively target any person who is under the legal age for gambling.
c) That it will not generate traffic to Nextwave by illegal or fraudulent activity, particularly but not limited to by: Sending spam, incorrect metatags and registering as a player or make deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud. Encouraging the abuse of any bonus, free bet or promotion offered by Nextwave.
d) That it will not present the Website in such a way that it might evoke any risk of confusion with Nextwave and/or the Company and/or convey the impression that the web site of the contracting party partly or fully originated with Nextwave and/or the Company.
e) Without prejudice to the Marketing Material as may be forwarded by the Company and/or made available online through our website ,the Affiliate may not use Nextwave or other terms, trademarks and other intellectual property rights that are vested in the Company unless the Company consents to such use in writing.
5.3 The Affiliate is forbidden from promoting, online or offline, any of the products from Nextwave in the United States of America (USA), Burma, China, Cuba, Cyprus, Iran, Israel, Russia, Sudan and Syria. The Affiliate shall be held responsible and shall indemnify Nextwave for any claims, liabilities, fines, penalties and/or damages incurred by Nextwave as a result of the Affiliate's infringement of this clause.
5.4 Account Ownership The Nextwave Affiliate Program reserves the right to terminate this Agreement immediately if at any time the Affiliate ceases to operate the Affiliate Website. If the Affiliate wishes to transfer ownership of the Affiliate Website, The Nextwave Affiliate Program must be made aware of the intent to transfer ownership in advance, in order to determine if the partnership will be continued.
5.5 Affiliates are not permitted to copy any other affiliate's website. Nextwave reserves the right to suspend and/or terminate an Affiliate's participation in the Affiliate Program if they are found to have copied another affiliate's website.
5.6 Nextwave may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of Nextwave's trademarks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 days of the request. If Affiliate does not update its links and/or respond to Nextwave communication within twenty-one (21) days, then Nextwave reserves the right to change the affiliate's status from active to inactive. If Affiliate then fails to update Links or respond to Nextwave communication after an additional thirty (30) days after obtaining inactive status, Nextwave reserves the right to terminate affiliate from its affiliate program.
Payment
6.1 The Company agrees to pay the Affiliate a commission calculated on the net revenue generated from new customers referred by the Affiliate Website and/or other channels. New customers are those customers of the Company who do not yet have a betting account and who access the website via the link to Nextwave and who properly register and make real money transfers into their Nextwave betting account. The Commission shall be deemed to be inclusive of value added tax or any other tax if applicable.
6.2 Eligibility for 1st payment - Affiliates must have at least 5 active referred players in order to qualify for their first commission payment. Active meaning that a real money deposit has been made to the player account. Once the affiliate has qualified for their first commission payment, no further active player minimums will be required in order to receive payment.
6.3 The commissions shall be a percentage of the net revenue and/or a CPA, in accordance with what is set out in the Commission Structures for the particular product.
6.4 Affiliate performance will be reviewed every six months with regards to new depositing players. If affiliate does not refer any new depositing players over a six month period, Nextwave will lower affiliate commission to 10%. If, in the following six months, affiliate does not refer any new depositing players, Nextwave shall have the option to terminate this agreement with immediate effect.
6.5 The commission is calculated and settled as agreed between the parties, provided that the amount due exceeds the Minimum Threshold of USD 250,-. If the balance due is less than the Minimum Threshold, it shall be carried over to the following month and shall be payable when it collectively exceeds the Minimum Threshold.
6.6 Payment of commissions shall be made by Bank Wire or as per the payment method chosen by the Affiliate in the application process. If an error is made in calculating the commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
6.7 In order to be eligible to receive commissions or any other kind of payment, the Affiliate must provide a visual promotional effort for every given month they are in the program. Incompliance to this requirement shall be considered a breach of contract which may result in the termination of partnership between the Affiliate and the Company.
6.8 Acceptance of payment by the Affiliate shall be deemed to be full and final settlement of the Balance due for the period indicated.
6.9 If the Affiliate disagrees with the balance due as reported, it shall within a period of thirty (30) days send an email to the Company on [email protected] detailing the potential discrepancy. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the Balance due for the period indicated.
6.10 The Company may delay payment of any Balance to the Affiliate for up to 30 days, while it investigates and verifies that the relevant transactions comply with the provisions of these terms and conditions.
6.11 No payment shall be due when the traffic generated is illegal or contravenes any provision of these terms and conditions.
6.12 The Affiliate agrees to return all commissions received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate.
6.13 For the sake of clarity the parties specifically agree that upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment from the Company, provided that payments already due (earned and unpaid commissions) shall be paid out.
6.14 Further to 6.12, the Affiliate agrees that any affiliate contract agreed upon by the Affiliate and the Company that expires naturally or is cancelled shall annul the lifetime value of all customers referred.
6.15 The Affiliate shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the Affiliate as a result of the revenue generated under this Agreement. The Company shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies the Company in that regard.
Termination
7.1 This Agreement may be terminated by either party by giving a 30 day written notification to the other party. Written notification may be given by an email.
7.2 The Contracting Parties hereby agree that on termination of this Agreement
a. The Affiliate must remove all references to Nextwave from the Affiliate's websites and/or other marketing channel and communications, irrespective of whether the communications are commercial or otherwise.
b. All rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Company
c. The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however provided, the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive commissions after this date.
d. If this Agreement is terminated by the Company on the basis of the Affiliate's breach, the Company shall be entitled to withhold the Affiliate earned but unpaid commissions as of the termination date as collateral for any claim arising from such breach. It is further specified that termination by the Company due to a breach by the Affiliate of any of the clauses in this Agreement shall not require a notice period and such termination shall have immediate effect upon simple notification by the Company to the Affiliate.
e. The Affiliate must return to the Company any and all confidential information (and all copies and derivations thereof) in the Affiliate's possession, custody and control.
f. The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate's obligation of Confidentiality towards Nextwave shall survive the termination of this Agreement.
Warranties
8.1 The Affiliate expressly acknowledges and agrees that the use of the Internet is at its risk and that this Referral Program is provided "as is" and "as available" without any warranties or conditions whatsoever, express or implied. No guarantee is made that it will make access to its website possible at any particular time or any particular location.
8.2 The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Nextwave website or the Affiliate Program.
Indemnification
9.1 The Affiliate agrees to defend, indemnify and hold Nextwave and its affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from:
a) Any breach of Affiliate's representations, warranties or covenants under this Agreement.
b) Affiliate's use (or misuse) of the marketing materials.
c) All conduct and activities occurring under Affiliate's user ID and password.
d) Any defamatory, libelous or illegal material contained within Affiliate Site or Affiliate's information and data.
e) Any claim or contention that Affiliate Site or Affiliate's information and data infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity.
f) Third party access or use of Affiliate Site or Affiliate's information and data.
g) Any claim related to Affiliate Site.
h) Any violation of this Agreement.
9.2 The Company reserves the right to participate, at its own expense in the defense of any matter.
Company Rights
10.1 Nextwave may refuse any player or close a player's account if it is necessary to comply with Nextwave's Policy and/or protect the interest of Nextwave.
10.2 Nextwave may refuse any applicant Affiliate and/or may close any Affiliate's account if it is necessary to comply with Nextwave's Policy and/or protect the interest of Nextwave. If the Affiliate is in breach of this Agreement or of Nextwave's General Terms and Conditions or other rules, policies and guidelines of Nextwave. Nextwave may besides closing the Affiliate's account take any other steps at law to protect its interest.
Governing Law & Jurisdictions
11.1 This Agreement shall be governed and construed in accordance with the laws of Curacao.
Force Majeure
12.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.
Relationship of the Parties
13.1 Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party's employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.
Severability / Waiver
14.1 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. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
Confidentiality
15.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company and/or Nextwave shall be treated confidentially. Such information must not be used for own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of the Company and/or Nextwave has been obtained. This provision shall survive the termination of this Agreement.
15.2 The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.
Changes to this Agreement
16.1 The Company reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the terms and conditions set out in this Agreement. Any such changes will be posted on the Nextwave Affiliate Platform.
16.2 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.
Trademarks
17.1 Nothing contained in this Agreement will grant either party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights [hereinafter referred to as 'marks'] of the other party. At no time during or after the term will either party attempt or challenge or assist or allow others to challenge or to register or to attempt to register the marks of the other party or of any company within the group of companies of the other party. Provided also that neither of the parties will register nor attempt to register any mark which is basically similar to and/or confusingly similar to any mark which belongs to the other party or to any company contained within the other party's group of companies.
Commissions
18.1 Commissions Different types of commissions are available, to be discussed and agreed upon between the parties.
18.2 Calculation Structure Gross Gaming Revenue (GGR) LESS Bonus Costs LESS Chargebacks, financial transaction cost and costs related to fraudulent activity = Net Revenue (NGR)
18.3 Negative Commission Balances "Negative commission balances occur when referred players win or, in some cases, claim bonuses larger than their deposited amounts. For Affiliates, there is no carry-over of negative commission balances after acquisition costs are covered. If an Affiliate has a negative commission balance at the end of an accounting period, no commissions will be paid, and the balance will reset to zero at the beginning of the following period. However, this does not apply when the negative balance is directly caused by bonus costs, financial transaction costs, or chargebacks. Consequently, an Affiliate’s revenue can be impacted by negative carry-over on negative commission balances.
18.4 If a credit card chargeback occurs by the referred player, the amount will be deducted from the affiliate’s commission. If the chargeback application amount exceeds the affiliate's commission for the relevant week, it will be recorded as a negative amount and there will be negative carry-over.