AspireGlobal Affiliate Agreement
This Affiliate Agreement (this “Agreement”) contains the complete terms and conditions between Neo Point Technologies Limited (”NeoPoint” or “AspireGlobal” or “we” or “us”), and you, regarding your application to participate as an affiliate (an “Affiliate”) of NeoPoint. As an affiliate your role will be to promote the “Scratch2Cash.com”, “Hopa.com” and “Karamba.com” websites operated by NG International Ltd. (the “Sites”)
By submitting the application form, you are deemed to have agreed to be bound to the terms and conditions set out in this Agreement.
1. Affiliate Program Application. To become an Affiliate you will have to submit a completed Affiliate Program Application. We will evaluate your application and, where applicable, notify you of your acceptance to the Affiliate Program. We may reject your application, for any reason, in our sole and absolute discretion, including, without limitation, if we determine that your web sites as indicated in your application (“Affiliate Sites”) are not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on your site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. Similarly, we shall reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors. Further, NeoPoint is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and maintains a zero-tolerance policy in this regard. Therefore, we shall reject your application if we believe, in our sole and absolute discretion, that any of your Affiliate Sites are designed to distribute or promote or allow the distribution or promotion of any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware. You shall have no right to appeal any decision to reject your application.
2. Protection of Minors. In accordance with applicable legislation, persons under the age of 18 are not allowed to register with or play on our Sites. Our Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, in our sole and absolute discretion, that any of your Affiliate Sites are designed to appeal to minors and, as such, are not suitable for the Affiliate Program.
3. Links and Promotions. In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by NeoPoint which shall link to the Sites (the “Links”), which you may display on your Affiliate Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on Web sites other than the Affiliate Sites which you have previously reported to NeoPoint and which NeoPoint have approved (”Alternative Sites”), you shall be obligated to request and receive NeoPoint permission for the placement of the Links on Alternative Sites. You may not modify a Link, unless you have received prior written consent from NeoPoint to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the NG International, Ltd. Site in any way not approved in advance by NeoPoint including, without limitation, the use of spam e-mails. In addition to your use of Links you may promote the Sites by means of the publication of bonus codes (each a “Promotion”). Your activities in relation to a Promotion shall be strictly in accordance with NeoPoint’s relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any commissions generated on account of a Player (as such term is defined below) who has become such a Player in any manner connected with the relevant unapproved Promotion. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received prior written approval from us in such regard. By way of example, the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines. Your breach of the foregoing provisions will constitute a breach of this Agreement, and NeoPoint retains full authority to (i) terminate this Agreement immediately in the event of such breach (without derogating from any of its rights under any applicable law or agreement, including this Agreement, in this regard), and (ii) retain for its own account any commission arising as a result of such competitive activities that would otherwise have accrued to your benefit.
In relation to pay-per-click (PPC) and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the NeoPoint trademarks or trade names from time to time or include the words ‘NeoPoint’, ‘AspireGlobal’, ‘scratch2cash’, ‘hopa’ or ‘karamba’ or any variations of each of these words, or include metatag keywords on the partner site which are identical or similar to any NeoPoint trade marks or trade names from time to time.
4. New Players. A “New Player” shall mean an Internet user without a prior account with any of the websites operated by NeoPoint who accesses the Sites directly through the Links and creates a new account. Neither you nor your relatives are eligible to become New Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term “relative” shall mean any of the following: spouse, parent, partner, child or sibling. The number of New Players per individual household computer is strictly limited to one. NeoPoint’s measurements and calculations in relation to the number of New Players and the relevant Gross Revenue figures shall be the sole and authoritative tool for such measurements and calculations and shall not be open to review or appeal. We shall make the number of New Players and the relevant Gross Revenue figures available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Sites and the Sites are properly formatted throughout the term of this Agreement. Notwithstanding the foregoing, New Players who received a first money transfer into their account from a third party shall not be counted for payments associated with click-per-action (“CPA”) trackers or with progressive gross revenue share schemes, also commonly referred to as “cashback” or “incentive”.
5. Commissions. Depending on which commission scheme you choose to participate in, NeoPoint will pay you either:
I. GROSS REVENUE SHARE SCHEME. The table below specifies the incremental steps that apply to a Gross Revenue Share Commission
Gross Revenue (in a calendar month)(EUR)
II. PER NEW PLAYER SCHEME. The table below specifies the incremental steps that apply to number of New Players Commission:
# of depositing players (in a calendar month)
For these purposes, the term ” Gross Revenue” shall mean the sum total of all of a Player’s purchases of scratch card games , less the winnings of a Player, less any credits, bonus or promotional amounts given to a Player, less e-commerce processing, less any chargeback (including amounts paid as a result of credit card abuse or fraud, or paid to a Player by NeoPoint to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Player. All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Invoices received by us are rotated in a payment cycle which commences on the 1st of every month, and will be finalized by the 15th. Invoices must be received to us by the 10th of every month; failure to follow this procedure will result in the said invoice being settled in the next payment cycle. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide NG International, Ltd. with incorrect or incomplete details in relation to your preferred payment method and NeoPoint is not able to transfer the commissions to you, NeoPoint reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. NeoPoint shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than €100 (the “Minimum Amount”), NeoPoint shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. NG International Ltd. retains the right to review all commissions for possible fraud, where such fraud may be on the part of the New Player or on your part. Any incidence of fraud on your part constitutes a breach of this Agreement, and NeoPoint retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that NeoPoint deems that fraud has occurred, either on your part or on the part of a New Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and NeoPoint shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.
6. Contact with New Players. All New Players shall be considered to be customers of NeoPoint only. Should you wish to contact a New Player you are obligated to first receive NeoPoint’s written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with New Players. If in the opinion of NeoPoint you either try to or do make contact with a New Player without NeoPoint’s written approval, NeoPoint shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time, without derogating from any other rights and remedies NeoPoint has in that regard. Further, if following your receipt of NeoPoint’s written approval for your contacting or corresponding with a New Player, NeoPoint deems that such contact or correspondence is against the best interests of NeoPoint , NeoPoint shall have the right to revoke the approval previously granted, to terminate this Agreement and/or to indefinitely withhold all commissions owing to you at such time.
7. Intellectual Property. In the event of your acceptance to the Affiliate Program, we shall grant you a non-assignable and non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Sites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, “Licensed Materials”), solely for the purpose of promoting the Sites. You may not sub-license, assign or otherwise transfer the license. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays NeoPoint or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such Licensed Materials that are in your possession. You acknowledge that, except for the license granted to you in this section, you have not acquired and will not acquire any right, interest or title to the Links and/or the Licensed Materials by reason of this Agreement or your activities hereunder. You further acknowledge and agree that NeoPoint and/or its licensors shall at all times remain the sole owner(s) of all copyrights, trade marks and all other rights subsisting in and to the Licensed Materials and you further agree (during your relationship with NeoPoint and at any time thereafter) not, in any way, to question or dispute the same, nor to assist any other person to dispute or question such rights. The aforementioned license shall automatically terminate upon the termination of this Agreement (if not earlier terminated by NeoPoint).
8. Obligations Regarding Your Affiliate Sites. You will be solely responsible for the technical operation of your site and the accuracy and appropriateness of materials posted thereon. You agree that your site will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof) nor will you create the impression that your Affiliate Sites are the Sites. You also agree that your Affiliate Sites will not contain any content of the Sites or any materials which are proprietary to NeoPoint, except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will not use any unsolicited or spam e-mail to promote the Affiliate Sites and/or the Sites and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If your Affiliate Sites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Affiliate Program immediately, without derogating from any rights or remedies we have in that regard. You will indemnify and hold harmless NeoPoint and any other member in the corporate group to which NeoPoint belongs (collectively the “Group”) from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein.. You hereby acknowledge that your conduct as an Affiliate shall reflect on the Group and has the potential to cause substantial damage to the Group’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of the Group and the Group’s names and brands. Thus, and without derogating from the foregoing, you will not take any action which is likely to cause damage to the Group’s reputation and goodwill.
9. Term. The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either you or NeoPoint. At any time, either you or we may immediately terminate this Agreement, with or without cause, by giving the other written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by any member of the Group and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
10. Limitation of Liability. We 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 Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
11. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, 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 the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
12. Your Representations and Warranties. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement in full, which creates legal, valid and binding obligations on you, enforceable against you in accordance with the terms hereof, , (ii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject, (iii) you will inquire and comply in full with any applicable legislation with respect to any activities performed by you as an Affiliate hereunder and you undertake not to engage in any unlawful business practices in any jurisdiction in respect of the Affiliate Sites and/or the Sites, and (iv) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
13. Indemnification. You hereby agree to indemnify, defend and hold harmless NeoPoint and any member of the Group, and their respective shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you (including or any representation or warranty made by you herein), or (ii) any claim related to your Affiliate Sites (including, without limitation, claims made by potential Players, Players, a third party and/or any governmental authority or body).
14. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (the “Confidential Information”). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
15. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between us and you with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by us (and/or any member of the Group) which is not contained in this Agreement shall be valid or binding between us and you.
16. Relationship of Parties. You and NeoPoint are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and NeoPoint (and/or any other member of the Group).
17. Independent Evaluation. Without derogating from anything contained herein, you acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
18. Modifications. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Affiliate Program information site a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change. For the avoidance of doubt, any modification to this Agreement shall not affect commissions accrued to your benefit prior thereto. Due to the above, we advise you to frequently visit the Affiliate Program information site and review the terms and conditions of this Agreement, as may be modified.
19. Miscellaneous. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with Maltese law and shall be subject to the exclusive jurisdiction of the Courts of Malta. 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 be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
20. Language Discrepancies. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.