In this Agreement and in the Schedules hereto, the following words and expressions shall bear the meanings set forth opposite them:
"Applicable Law" means all laws and regulations applicable to the Parties and their respective unit holders or shareholders, and the regulations promulgated under such laws, and all directives, requirements and guidelines, as may be amended from time to time (including any laws, regulations or guidelines in relation to the content and nature of any advertising or marketing).
"Commission" means the consideration to Affiliate from the Company, under the Affiliate Programme, as set out in the Commission Schedule.
"Commission Schedule" means a schedule to this Agreement or an offer made available in our back-office software, either in the form of an ‘Insertion Order' or an 'Offer', which includes the specific Commission payment mechanism, as mutually agreed by the Parties.
"Company" means VIP Media Ltd, a company incorporated under the laws of Malta, registration number C 84244, with registered offices at Abacus Bus Ctr Lvl1 Dun KArm Str, BKara Bypas Birkirkara BKR9037, Malta.
"Confidential Information" means any of the Company's or the Operators' information of commercial or essential value, such as, but without limitation, financial reports, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Players, other customers and users of the Operators' Websites, other Affiliates, technology, marketing plans and manners of operation.
"Data Protection Laws" means any and/or all applicable domestic and foreign laws, rules, directives and regulations, on any local, provincial, state or deferral or national level, pertaining to data privacy, data security and/or the protection of personal data, including the Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 2002/58/EC (and respective local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications), including any amendments or replacements to them, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR").
"Fraud" means deposits, revenues and/or traffic generated through illegal means or any other action committed in bad faith to defraud the Company or the Operators (as determined by Company in its sole discretion), regardless of whether or not it actually causes Company or the Operators' harm, which might include, but without limiting, the following: 1. the encouragement by Affiliate or a third party of Bonus (as such term is defined below) abuse on the part of the New Player; 2. a chargeback executed by a New Player in relation to their initial deposit; 3. collusion on the part of the New Player with any other player on the Operator Website; 4. the opening of an account in breach of the terms of this Agreement; 5. the offering or providing by Affiliate or any third party of any unauthorized incentives (financial or otherwise), including without limitation Rakeback, to potential or existing New Players; 6. creating or using a single link intended to be used by a single user; 7. sending spam, as such term is defined in any jurisdiction Affiliate conducts the Marketing Activities; 8. registering as a player or making deposits directly or indirectly to any player account through his Link(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempting to artificially increase the commission payable or to otherwise defraud the Company and/or the Operators (including by arbitrage); 9. presenting any materials in the Marketing Tools under the Marketing Activities in such a way that it might evoke any risk of confusion with the Operators, the Operators' Websites or the Programme Website or conveying the impression that the Marketing Tools are partly or fully originated with/from the Operators' Website and/or the Operators; and/or 10. any other act by Affiliate or by a New Player which is reasonably understood to have been committed in bad faith against the Company regardless of whether or not such action has resulted in any type of harm or damage to the Company. Violation of any of the above provisions, by Affiliate and/or by Affiliate Introduction(s), shall be deemed as fraud and shall entitle the Company to terminate this Agreement immediately.
"Intellectual Property Rights" means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, Confidential Information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.
"Links" means internet hyperlinks (which have been provided by us to you) directed from the Marketing Tools to the Operators' Websites.
"Marketing Materials" means any of the Operators' marketing material and information which the Company and/or the Operators may make available to you from time to time, online, through e-mail, the Programme Website or the Operators' Website, as applicable, necessary for the implementation of the Links, or any other general marketing materials used by the Affiliate to market and refer potential players to the Operators' Websites.
"Marketing Tools" means the Affiliate Website(s), media buying, pop-ups, pop-unders, PPC, campaigns, e-mail marketing, social network campaigns and/or any other form used by Affiliate in advertising, marketing and promoting the Operators' Websites, as pre-approved by the Company.
"Marketing Activities" means advertising, marketing and promoting the Operators' Websites through the Marketing Tools.
"Operator(s)" means various online operators as may be designated to you by the Company from time to time.
"Operators' Websites" the internet website(s) operated by the Operators, as may be designated from time to time to Affiliate by the Company, under the Affiliate Programme.
"Parties" means both the Company and the Affiliate, each a "Party".
"Programme Website" www.vip-media.net
"Restricted Territories" means any countries and/or jurisdictions other than the Target Territories, which you may not promote or market the Operators, which include, but are not limited to (i) any restricted territory which is listed on the operator's website or terms and conditions and/or (ii) any countries and/or jurisdictions that are listed in "Appendix 1" hereto, either of which may be amended by the Company from time to time.
"Affiliate" means you, the person or entity, who applies to participate in the Affiliate Programme, following your execution of the Commission Schedule.
"Sub-Affiliate" means any person who is not already a member of the Programme which was introduced to Company by an Affiliate and joins the Affiliate Programme thereof, subject to Company's prior approval.
"Affiliate Website(s)" means one or more websites on the internet which are maintained and operated solely by the Affiliate and which have been disclosed to the Company.
"Affiliate Programme" means the collaboration between the Company and the Affiliate whereby the Affiliate will perform the Marketing Activities and thereby be paid a Commission.
"Target Territories" Means the countries and/or jurisdictions which you may promote or market the Operators, as determined by us and notified to you in writing from time to time.