Terms and Conditions of participation to Trinity Affiliate Program
Read these Terms and Conditions of Partecipation to Trinity Affiliate Program carefully before agreeing to them. If you do not agree to these Terms and Conditions, you should not participate in the Trinity Affiliate Program.
WHEREAS
- Trinity is a sportsbetting operator duly authorized to operate on B2C level: (i) in the online Austrian market pursuant to a license issued by the Malta Gaming Authority (MGA) – Class 2 License No. MGA/B2C/254/2013; and (ii) in the retail Austrian market pursuant to licenses issued on local basis by the competent Authorities;
- Affiliate wish to enter into an agreement with Trinity in order to promote the sport bets, in accordance with the following terms and conditions;
- now, therefore, the Parties conclude the following agreement (hereinafter “Agreement” or “Terms and Conditions”)
1. Definitions
“Affiliate” means any individual or business that has been accepted by Trinity to participate in the affiliate program.
“Commission” means the commission due to the Affiliate calculated exclusively on the basis of the data available on the Trinity's system in compliance with the terms and conditions of this Agreement.
“Player” is the end user who opens a new account on https://at.hpybet.com or any other Trinity platform (“Account”) through (1) promotional activities by the Affiliate and/or (2) through sites of the Affiliate with a tracker or tracking system according to this agreement (3) and deposits money.
"Fraud / fraudulent activity" means a fraudulent act or attempted fraud, perpetrated by the Affiliate or any Player, which: (1) is considered illegal by any applicable law, (2) was committed in bad faith, or (3) for the purpose of defrauding Trinity. Fraud includes, but is not limited to, collusion, abuse of bonuses or other promotions, violation of anti-money laundering laws or any other law or regulation, spamming, advertising or making false statements, use of stolen and / or cloned credit cards and the unauthorized use of any intellectual property rights.
"Trademark / Trademarks” means any logo, trademark or commercial name, domain name design or similar elements that identify the material owned by, or licensed by, Trinity.
“Registration” means the completion of the online registration form made by a user to open an Account.
“Site” or “Sites” means any webpage or platform that is used by the Affiliate for publishing content
2. Affiliate’s identity
By accepting this Agreement, Affiliate commits to provide Trinity the following documentation:
- Copy of an identity document of the legal representative;
- SIOP form (provided by Trinity);
- Company registration certificate.
In case the Affiliate does not provide the requested documentation within 30 days since the signing, the Agreement will automatically terminate with immediate effect and all commission payments withheld until then shall finally forfeit.
3. Object of the Agreement
The Affiliate wishes to enter into this Agreement to promote Trinity’s remote games on happybet.de or any other Trinity platform (i.e. betting, poker, casino games, online slots, bingo and skill games. The Agreement
therefore has as its object an advertising cooperation between the Affiliate and Trinity in order to promote such games.
4. Validity of the Agreement
The Affiliate applies for the affiliate program on hpybet.com; this Agreement is valid and effective from the date of Trinity’s acceptance. From this date, the Affiliate will be guaranteed the non-exclusive and revocable right to promote Trinity remote games. With the exception of the payment of commissions, no other rights are guaranteed on the Players.
During the term, Trinity is entitled to unilaterally modify, at its sole discretion, terms and conditions of this Agreement, provided that it gives to Affiliate 30 (thirty) days prior written notice. Affiliate may not accept these modifications and withdraw from the Agreement with 90 (ninety) days written notice; in this case, the contractual conditions previously in force will apply until termination.
5. Term
This Agreement will have an initial duration of 12 (twelve) months, starting from the date of signing. After this initial term, the Agreement will be automatically renewed from year to year, unless a party sends a written notice of termination, with 60 (sixty) days prior notice.
6. Obligations of the Affiliate
The Affiliate shall promote Trinity’s content and brand in an appropriate and responsible environment, especially in respect to youth protection law.
Any kind of inappropriate conduct and fraudulent activity is expressly prohibited. The Affiliate also undertakes not to initiate, and not to allow to initiate, support, promote, or benefit, either directly or indirectly, from any action or traffic that may be considered fraudulent as well as to immediately block any activity considered to be such by Trinity.
The Affiliate will be solely responsible for the operations and contents of its Sites, including ensuring that the materials posted on its Sites are not defamatory, obscene, sexually explicit, violent or otherwise illegal or inappropriate. The Affiliate will be solely responsible for obtaining permission to publish the entire content of the Site and the materials produced and / or used for promotional use. The Affiliate will not be able to initiate any claim, declaration or promise that may involve Trinity and will not have the authorization to make any commitment, nor to assume any responsibility or obligation, in the name of Trinity.
The Affiliate is not authorized to make payments or financial incentives to the Players; it’s also not authorized to promote any other platform or content that can guarantee the above incentives. In the event that Trinity believes that the Affiliate was involved in illegal activities or in the payment of incentives and percentages, it reserves the right to withhold any amount due to the Affiliate generated by such activities.
In addition, and without any derogation from any of the aforementioned clauses, in no case may the Affiliate allow, support or encourage third Parties to carry out any of the following activities: (1) use or creation of spamming activities; (2) activities that may discredit, or in any way damage, Trinity or any other logo or trademark owned by Trinity (3) modify, affect or in any other way interfere with the operation or accessibility of https://at.hpybet.com or any other Trinity platform; (4) copy logos or trademarks owned by Trinity.
7. Trinity’s obligations
Trinity will be responsible for recording and monitoring the activity of the Players and calculating the amounts due to the Affiliate based on the payment plan agreed. When necessary, Trinity reserves the right to refuse new registrations or deposits, or to close Player registrations, in order to satisfy any requirement requested from time to time by any applicable law, including, but not limited to, fraud, illegal activities, violation of the terms and conditions of use of this Agreement and / or the law.
Trinity undertakes to always maintain the secrecy and confidentiality of the Affiliate's identity and personal data. However, Trinity will be authorized to disclose such information to competent authorities, other online service providers and banking institutions, credit card management companies, electronic payment system
providers or other financial institutions; in such circumstances, Trinity undertakes to cooperate with those at their simple request.
8. Intellectual property rights
Trinity owns all intellectual property rights used in marketing materials, sites, trademarks, designs, names (including domain names), copyrights (including software), database rights, format and topography rights, know-how. The Affiliate is expressly prohibited from using Trinity’s intellectual property rights for purposes other than those under this Agreement.
9. Commissions
The Affiliate will not be entitled to any Commission for those users who already have an Account. The Commissions may be modified by Trinity for technological, regulatory and market reasons. The changes on the commissions will be communicated by Trinity and will be effective from the first month following the communication of the same.
The Commissions due to the Affiliate are specified in Annex 1.
Commissions will be paid on monthly basis, provided that the amount payable is not less than Euro 250,00 (two hundred and fifty / 00).
If this minimum amount is not reached within a month, the amount is temporarily withheld and added to the amount to be paid in the following month. All payments will be issued and settled within 30 days from the date of the invoice.
The Affiliate will be fully responsible for all taxes, duties and other incidental costs. Trinity shall have the right to be indemnified and reimbursed for any costs, expenses or losses that it may incur for any type of claim, or request, made by the government or any other taxing authority regarding withholding tax obligations or other similar obligations.
Trinity reserves the right to withhold all amounts due to the Affiliate under this Agreement, in the event that a fraudulent activity directly or indirectly involves the Affiliate.
In any case of termination of this Agreement, Affiliate will be entitled to receive payment of Commissions provided they are invoiced within 1 (one) year of such termination; after this term, Affiliate will not be entitled to any Commission even if accrued.
10. Termination
Trinity may terminate this Agreement immediately:
- in case of violation of the article 6;
- in case of violation of any law or regulation;
- in the event that the Affiliate has paid a Player a percentage or any other financial incentive;
- in the event that any of the Affiliate's activities jeopardize the integrity of Trinity;
- in the event of violation of Trinity’s IPR;
- in the event that the content of the Affiliate's Site or of the materials produced and / or used for the promotion covered by this Agreement are defamatory, or contrary to laws, regulations and morality or in the event that an illegal activity is promoted.
Furthermore, Trinity may terminate this Agreement after a one week notice if the number of new Players is less than 1 (one), for each year of the duration of the Agreement or in case of a very low conversion rate.
Without prejudice to the abovementioned termination clauses, the Parties may terminate this Agreement at sole its discretion in any moment, with 30 (thirty) days prior written notice.
Following the termination, for any reason, of this Agreement, the Affiliate will remove from the Site all content, banners or other materials as well as text links, and any other brand, name, symbol, logo, project and any other material graphics and content owned, developed, licensed or created and / or provided by Trinity. The Affiliate will also disable any link and stop any promotional activity. All rights and obligations under this Agreement will cease immediately. If existing, Trinity will be authorized to deduct from any payment in favor of the Affiliate any debt and expense borne by Affiliate.
11. No warranties.
Except as specifically defined in this Agreement, Trinity makes no warranties or representations, whether express or implied, with respect to Trinity's remote gaming promotion activity. Furthermore, it does not expressly guarantee that the operation of its Site is free from service interruptions or errors, and cannot be considered responsible for the consequences arising from any interruption of service or error.
12. Limitation of liability
Trinity will not be liable in any way for any loss, injury or damage of any kind including loss of earnings, and loss of profits or data. Under the terms of this Agreement, Trinity will only be liable for any direct damages that cannot exceed the Commissions, payable under this Agreement, generated in the 12 (twelve) months prior to the event.
13. Responsibility of the Affiliate
The Affiliate undertakes to indemnify Trinity from any and all damages, actions, prejudices suffered by it as a result of or in connection with the Affiliate's failure to comply with this Agreement.
The Affiliate is strictly prohibited from engaging in illegal conduct or in contrast with the regulations applicable from time to time, by way of example but not limited to: poaching activities, dumping, card fraud credit, contacts and offers to players of the network or other Trinity affiliates.
In the event that Trinity is required to pay penalties, applied as a result of a fraudulent or illegal activity of the Affiliate, the Affiliate will be required to pay the amount paid by Trinity within 10 days of the request.
14. Relations between the Parties
The Parties are independent contractors and nothing of this Agreement is intended to create a corporate, joint venture, agency, franchise, sales representative or employment relationship between the Parties. The Parties will have no authority to make or accept any kind of offer, declaration or assume obligations in the name of the other Party.
15. Confidentiality
The terms and conditions of this Agreement, and other non-public information and know-how communicated by Trinity have to be considered confidential (the "Confidential Information"). Affiliate undertakes to maintain the most complete confidentiality of the Confidential Information, not to disclose it, copy it, duplicate it, reproduce it, or disclose it to any person outside their companies and to ensure that this obligation of confidentiality known and also binding on anyone who is made aware of said Confidential Information due to an employment relationship with each Party, functional to the performance of each Party's activity pursuant to the Agreement.
16. Miscellanea
Any modification, integration and / or derogation agreement of the conditions of this Agreement will be valid and effective only if made in writing.
This Agreement shall be governed by Austrian law.
All disputes relating to or connected to the Agreement, or deriving from it, including those relating to its validity, interpretation, execution and resolution, will be devolved to the exclusive jurisdiction of the Court of Vienna.
Trinity may assign this Agreement at any time, with a simple communication to the other party, to any subsidiary or associated company. The Affiliate must be previously authorized by Trinity to assign this Agreement.
Each Party shall comply with the applicable data protection laws; the Annex 2 contains Trinity’s Information pursuant EU Regulation 2016/679.
Nothing in this Agreement shall construed to create, between the Parties, a new company or similar entity, under company law, nor a subordinate employment contract under labour law.
If one or more clauses of these terms and conditions are void or non-enforceable, nothing in this shall prejudice the validity and enforceability of the remaining clauses. The Parties are entitled to replace an ineffective clause by an effective one, which comes close to the visibly aspired economic success. The same applies in case of gap of these terms and conditions or other provisions of the agreement.
This Agreement (including its Annexes hereto) have been drafted in English, the Parties expressly declare to be able to perfectly understand and use such language. If this Agreement is translated into any language other than English, the original English language text shall prevail in any case.
Affiliate expressly acknowledges and agrees to each terms and conditions contained in this Agreement; at the same time, Affiliate expressly acknowledges and agrees that the completion of this agreement take place electronically by means of a flag on checkbox as available on this site which constitutes a binding offer.
