Terms and conditions

AFFILIATE PROGRAM

GENERAL TERMS AND CONDITIONS 

This affiliate agreement (the “Agreement”) sets out the complete terms and conditions between Rainmaker Network LTD, whose principal place of business is situated at Evangelistrias & Gladstonos, 1 CONSTANTHI TOWER, 1st floor, Flat/Office 101, 3032, Limassol, Cyprus (together, or individually as the context requires, Rainmaker Casino), and you, regarding your application to participate as an affiliate (an “Affiliate”) in the Rainmaker Casino affiliate program (the “Affiliate Program”).

It is important that you read and understand this Agreement. By completing an application to join the Affiliate Program you are – subject to Rainmaker Casino’s approval of your application – agreeing to the terms and conditions of this Agreement. If you do not agree to the following terms and conditions you should discontinue your application.

1.1 This Agreement replaces all previous terms and conditions relating to the Affiliate Program or any previous affiliate program offered by Rainmaker Casino. You agree that this Agreement supersedes all previous agreements you have had with Rainmaker Casino or any Group Company (as defined below). The digital acceptance of this Agreement through the interface of the affiliate tracking software and/or the Affiliate’s continued participation in the Affiliate Program, including but not limited to acceptance of any commissions from the Company, after such digital acceptance is deemed to have been received under this Agreement, will always be deemed as a binding irrevocable acceptance of the new terms and conditions and/or other changes in the Affiliate Program.

• If you have any queries or questions in relation to this Agreement, or wish to notify Rainmaker Casino of any matter related hereto, you may contact us at [email protected].
• “Affiliate” means a partner who has signed up to the Rainmaker Casino program in order to promote Rainmaker Casino brands through Affiliate’s links.
• “Affiliate Payment” means any Revenue Share, Hybrid Payments, CPA Payments and/or fixed fee commissions;
• “Affiliate Program” means an Internet marketing practice that connects businesses selling products online with 3rd parties performing advertisements related to those products and in return receiving a commission.
• “Rainmaker Casino” means the website at https://casino.rmkr.co and its advertised affiliate program, owned by Rainmaker Network LTD, company registration number HE 415834, whose principal place of business is situated at registered address Evangelistrias & Gladstonos, 1 CONSTANTHI TOWER, 1st floor, Flat/Office 101, 3032, Limassol, Cyprus
• “Application” means your application to join the Affiliate Program via the Affiliate Program Site;
• “Business Day” means any day from Monday to Friday 8am to 5pm GMT (excluding Saturdays and Sundays) which is not an official public holiday;
• “CPA Payments” means the CPA reward payments described in clause 4.5;
• “Commencement Date” means the date on which Rainmaker Casino confirms that your application to join the Affiliate Program has been accepted;
• “Confidential Information” means all information in any form relating to a party (and any Group Company in the case of Rainmaker Casino) (the “Disclosing Party”) that is directly or indirectly disclosed to the other party (the “Receiving Party), including any personal data and/or customer data, by any of the Disclosing Party’s employees, professional advisers or contractors before or after the Commencement Date;
• “Customers” refers to a user who satisfies each of the following: (1) is a new end user who originates from your Tracking Code via your website, email newsletter or other method acknowledged and approved by us; (ii) uses the tracking mechanism connected to a Site and registers with that Site; and (iii) opens a player account as a result of registering with the Site;
• “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith;
• “Group Company” means Rainmaker Casino and anybody corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company (“holding company and “subsidiary having the meanings attributed to them by applicable legislation and shall include any company in which a Group Company has a shareholding of 50% or more;
• “Hybrid Payment” means the hybrid payments described in clause 4.6;
• “Immediate family” means your spouse, partner, parent, child or sibling;
• “Internet Site” means your website or websites located at the web address(es) provided to Rainmaker Casino in your Application or subsequently changed from time to time and notified to Rainmaker Casino via the Affiliate Program Site;
• “IPR” means any and all patents, trademarks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), get-up, trade, business or domain names, goodwill associated with the foregoing, email address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;
• “Site(s)” means any brands, or websites, that participate in the  Rainmaker Casino Program. As part of Rainmaker Casino’ efforts to maintain the integrity of the Properties’ Sites, all websites deemed a copy of any of the Properties’ Sites, including and not limited to the Sites below, will be asked to remove all suspect/plagiarized content.

A website will be classed as having enough similar content to jeopardize a Site in any of the search engines if there is as little as 15% copied content. Should the copy not be updated within 5 working days, your Affiliate Account and all referral fee payments will be suspended pending review of the situation.

• “Net Gaming Revenue” means total winnings from Customers (stakes received less winnings paid out and bonuses) generated via the brands that fall under the Rainmaker Casino program, less any jackpot contributions, adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise;
• “Parties” means the parties to this Agreement;
• “Revenue Share” means a percentage of the Net Gaming Revenue awarded to an Affiliate as compensation for referring customers;
• “Tracking Links” means hypertext links (either a banner or text link) generated from the affiliate platform, that link to the Sites or any other website owned or controlled by Rainmaker Casino or any Group Company;

1.2 In this Agreement (except where the context requires otherwise) any phrase introduced by the terms including, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; the singular includes the plural and vice versa; and reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.

1.3 In consideration of you making the Sites available on the Internet Site and subject to the terms and conditions of this Agreement, Rainmaker Casino will procure that you are granted a non-exclusive, non-transferable, terminable licence to use the Sites on the Internet Site solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.

2.1 Qualifying Conditions

• Affiliates must have their account reviewed and approved before promoting the Sites. If the account has not been approved, commission will not be paid.

The approval process requires the Affiliate to provide Rainmaker Casino with a list of all the channels that will be used to promote the company website. You acknowledge and recognise that Sites are licensed by Curacao or the Malta Gaming Authority. If an Affiliate is found to be in breach of any regulatory requirements or local advertising regulations under the aforementioned licenses, we reserve the right to terminate that Affiliate with immediate effect. 

• The Affiliate shall not target any person who is under the legal age for gambling, nor target any restricted jurisdictions where gambling and the promotion thereof are illegal.
• The Affiliate may not be under 18 years of age; and he/she is obliged to provide us upon request a copy of his/her ID or passport.

It is a condition of this Agreement that you will not do any of the following:

• display the Sites other than on the Internet Site;
• display the Code in any offline media without Rainmaker Casino’ prior written approval;
• display data from the Sites via any electronically accessible medium other than the Internet Site without the expressed written consent of Rainmaker Casino;
• do anything that would cause Rainmaker Casino to believe that a Customer has clicked through the Sites to register for an account when that is not the case, sometimes known as ‘cookie stuffing’; and/or use the Sites or Code in a way which proves or is likely to prove detrimental to Rainmaker Casino.

3.1 You warrant and undertake that:

• you have full capacity and authority to enter into this Agreement and any other documents executed by you that may be associated with this Agreement;
• you will provide KYC documents both upon Rainmaker Сasino’s request and for the purposes of receiving payments. Payments will only be made once KYC documents have been fully provided by you;
• you will at all times conduct yourself with all due skill, care and diligence, including Good Industry Practice, and in accordance with your own established procedures and all applicable laws, enactments, orders, regulations and other similar instruments;
• you will comply with Rainmaker Casino’ security guidelines and requirements as may be issued by Rainmaker Casino from time to time whether in writing or otherwise;
• all information you provided in your Application is correct and that you will notify Rainmaker Casino promptly of any changes;
• you will promptly change the address of the Internet Site on request by Rainmaker Casino;
• you will keep secret and not allow anyone else to use your login and password details for the Affiliate Program Site;
• the Site links will not be placed on any part of the Internet Site which may be aimed at people under 18 years of age;
• you will not directly or indirectly offer any potential Affiliate or Sub-Affiliate any incentive (including payment of money or other benefit) to use the Sites or Code;
• you have obtained and will maintain in force all necessary registrations, authorisations, consents and licenses to enable you to fulfil your obligations under this Agreement and that you will fully comply with all applicable laws and regulations including any advertising codes;
• the Internet Site will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third-party rights and shall not link to any such material;
• you shall ensure that content displayed on the Internet Site reflects the following mandatory items:

1. The name of the Licensee;
2. A reference to the Authority and licence numbers;
3. The web-portal address of any entity devoted to responsible gaming; and
4. The minimum age to participate in the game being promoted.

• you will not seek to challenge the validity of IPR belonging to Rainmaker Casino or any Group Company;
• you will use all reasonable endeavours to display the Sites and Code on the Internet Site without interruption for the duration of this Agreement;
• you will ensure that all communications originating from you relating to Rainmaker Casino or our properties make it clear that such communications are sent by and on behalf of you (and not from or on behalf of Rainmaker Casino or our properties);
• you will not edit, alter or amend any marketing, promotional and/or creative materials which have been produced by or on behalf of Rainmaker Casino;
• you will not encourage or assist any Affiliates to breach any terms and conditions agreed to when opening an account with Rainmaker Casino or a Group Company;
• you will not encourage or assist any Affiliates to, engage in behaviour which in Rainmaker Casino’ reasonable opinion breaches the terms or abuses the spirit of a promotion, competition, tournament or offer operated by Rainmaker Casino or a Group Company; and
• you will carry out customer acquisition as long as you are an active member of the Affiliate Program. The Affiliate Payments established by the provisions herein may be the subject for revision from the side of the Affiliate Program under any of the below circumstances: you substantially reduce your efforts to promote the Sites in the Affiliate Program’s sole discretion, and/or the existing Deal results in a financial loss to the Company, and/or the event of legal/regulatory changes to a market. Should you fail to bring any new paying customers for a period of 180 days, your account will be deemed Dormant, will be closed and your agreement with the Affiliate Program will be terminated.
• you will not register any domain names or register keywords, search terms or other identifiers for user in any search engine, portal, sponsored advertising service or other search or referral service that incorporate terms which are identical or similar to ‘Rainmaker Casino’ or any other trademarks owned by Rainmaker Casino or a Group Company and you will at all times comply with such reasonable guidelines for the use of such trademarks as may be issued from time to time. Rainmaker Casino decision on whether any marketing is in breach of this clause shall be final and there shall lie no appeal from such decision.
• If sending any SMS or email communications to individuals which include any of Company’s Intellectual Property Rights; or otherwise intend to promote the Company Website, Affiliate must first obtain written permission to send such emails from one of the managers of the Affiliate Program. If such permission is granted by the Company, you must then ensure you have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from our Company. The Affiliate agrees to not send any SMS or email communications to customers residing within Great Britain.
• you shall not engage in spamming and must at all times practice “Internet Etiquette”, this includes any attempt to spam a user through the chat functionality in the participating Property’s chat facility. We consider any unsolicited, unexpected or unwanted SMS sent to a user in order to extort their valuables, mislead them or any message originating from someone the user has not specifically authorized to have their mobile number to be spam. The Affiliate must NOT send SMS messages containing any reference to, or in any way connected with, a Property or a Site, without the express consent of Rainmaker Casino. Once such consent has been granted by Rainmaker Casino, SMS messages may only be sent provided they comply with commonly accepted opt-in rules, meaning the user has consented to receiving SMS from you, and is given the option to opt-out in each SMS and that the content is approved by one of Rainmaker’s representatives. In addition, all email marketing must be based on commonly accepted opt-in rules, meaning the user has consented to receiving the email from you, and is given the option to opt-out in each email. You shall not be entitled to earn Referral Fees from Referred Users generated in bad faith, or arising from unauthorized advertising or promotion. In the event that we determine that you have engaged in any form of unauthorized advertising or promotion, or engaged in any unlawful or bad faith activities (regardless of whether you had knowledge of the same), we reserve the right to take various actions including, but not limited to, withholding and forfeiting of Referral Fees and/or immediately terminating this Agreement.
• You accept sole responsibility for determining whether signing this Agreement is legal under any laws or regulatory requirements that apply to you. You understand that we do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of providing your services to us or the receipt of any payments from us, under any applicable laws. It is your responsibility to remain abreast of all legal and regulatory developments within the jurisdictions you are located or in which (or into which) you conduct marketing activity to ensure that you fully comply with all applicable laws at all times. Notwithstanding the obligation to comply with laws and regulations in general, you must also ensure that all marketing and advertising you undertake through your involvement with the Sites is conducted in full compliance with any applicable advertising regulations (including, but not limited to, restrictions and/or requirements relating to content or location/positioning of material) and the privacy and data protection requirements.

3.2 You agree that:

• Rainmaker Casino has the right to request KYC documents at any time at its discretion;
• you or your Immediate Family may not become Customers and you shall not be entitled to any payment under this Agreement in relation to such persons;
• Rainmaker Casino may monitor the Internet Site to ensure you are complying with the terms of this Agreement and you will provide Rainmaker Casino with all data and information – including passwords – to enable Rainmaker Casino to perform such monitoring at no cost to Rainmaker Casino.
• all Customer data and information shall belong exclusively to Rainmaker Casino

3.3 You warrant that:

• you are not and have never been engaged in any activity, practice or conduct which would constitute an offence.
• you have not been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

4.1 In consideration of the display of the Sites and Code and introducing Customers, you will be entitled to payment on the following terms.

4.2 You will be able to indicate your initial preferred Commission Option upon having been approved to join the program. The chosen option will be confirmed by Rainmaker Casino once Rainmaker Casino accepts your Application.

4.3 Subject to these terms, if you select a “Revenue Share”, Rainmaker Casino shall pay you in respect of each Customer: the applicable percentages of Net Gaming Revenue for as long as a Customer has an account with the Rainmaker Casino brands or a Group Company.

High Roller Policy:

• High Roller policy – negative revenue generated in any given month by any Player within the Affiliate Program, determined to be “High Rollers” will be carried forward and offset against future revenue generated by Players attracted by Partner until such negative revenue is cleared. The determination of the criteria to categorize a Player as “High Roller” shall be estimated within the Affiliate Program’s sole discretion, and its main responsibility in this regard shall be to advise the categorization of any players referred by the partner by way of amendment to these terms and conditions.

Current criteria for determining High Roller policy are:

• If in any given month the player generates negative gross gaming revenue of at least €10,000, and the aggregate revenue in that month for that Affiliate is negative, then such Player shall be deemed to be a High Roller.
• If both of the above criteria are met, then the negative revenue generated by the High Roller will be carried forward and offset against future revenue generated by that High Roller.
• The negative balance carried forward cannot be set-off against other players’ positive revenue.
• The negative balance carried forward cannot be greater than the total aggregate negative revenue for the affiliate, for that month.
• The negative balance of a High Roller will be reduced by future positive revenue that they generate in subsequent months.

4.4 If a CPA Payment deal is offered, Rainmaker Casino shall pay you the agreed rate or the current standard rate which is payable in accordance with the terms on the Affiliate Program Site.

• You shall be entitled to a one-off commission based on a number of first-time depositing players directed to our brands who have successfully met minimum deposit (baseline), wagering and/or other requirements as per prior agreement. These amounts are at the discretion of Rainmaker Casino and we reserve the right to change these amounts with prior written notice at any time.
• All CPA deals are subject to immediate termination.
• Rainmaker Casino decision with regards to this will be considered final and no further correspondence will be entered into. Right of admission to the CPA program will be reserved at all times and for any reason. If we determine, in our sole discretion, that you are enrolled in the CPA program to benefit from it by referring players that we deem not legitimately interested in our products or services or that are not of a similar average value to our current players, we reserve the right to terminate your participation in the program with immediate effect. Should this occur, from the moment of your notification, your CPA payment generated on past, existing or newly referred players will be forfeited and considered null and void with no further correspondence entered into.

4.5 If a Hybrid Payment deal is offered, Rainmaker Casino shall pay you: the selected hybrid CPA payments payable in accordance with the terms on Affiliate Program Site; the selected “Revenue Share” percentages of Net Gaming Revenue for as long as each Customer has an account with the Rainmaker Casino brands or a Group Company that you have referred them to.

4.6 Rainmaker Casino may withdraw a Commission Option at any time by giving notice to you. You will then be required to select another Commission Option via the Affiliate Program Site which will apply to any Customers whose date of first registration is on or after your date of selection.

4.7 In the event that we determine any activity to constitute fraud traffic (or, where relevant, suspected fraud), or to otherwise be in contravention of this agreement, then in our sole discretion we may: (i) pay the affiliate earnings in full, (ii) recalculate them in light of such suspected fraud traffic or contravention, (iii) delay payment of the affiliate earnings while we investigate and verify the relevant transactions or (iv) forfeit your affiliate earnings.

4.8 You will be able to review statements showing the number of Customers introduced by you via the Sites or using the Code and Affiliate Payments, if any, which have accrued over the course of the calendar month, using the Affiliate Program Site. Such statements are for information purposes only. Rainmaker Casino will endeavour to ensure that such statements will be updated daily but is under no obligation to do so. Provided that you have reached the threshold set out in clause 4.9, Rainmaker Casino will, at the end of a calendar month, inform you of the amount of the Affiliate Payments, if any, for the preceding calendar month (the “Amount Due”). Your acceptance of an Affiliate Payment shall constitute the full and final settlement of the balance due for the relevant period. In case the Affiliate disagrees with the balance due as reported, he or she shall notify the Affiliate Program within thirty (30) calendar days, in writing and clearly state reasons for the disagreement, attaching proof when relevant. Failure to notify the Affiliate Program within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.

4.9 If the Amount Due for a particular calendar month does not exceed 500 EUR or the equivalent in any other currency, Rainmaker Casino will be entitled to withhold and carry forward such amount to the end of the next calendar month in which the Amount Due (including any sums carried forward in this way) exceeds 500 EUR or the equivalent in any other currency, at which time payment shall be made in accordance with the Clause 4.10.

4.10 Subject to this Agreement, Amounts Due to you in respect of a calendar month will, in the event that you are registered for VAT or any equivalent tax in the jurisdiction in which you are based, be paid within 30 days of either (i) Rainmaker Casino issuing you an invoice for the amount due under the self-billing arrangements; or (ii) receipt of your invoice for the amount due; or if you are not registered for VAT or any equivalent tax in the jurisdiction in which you are based, be paid within 30 days of the end of such calendar month or, if Rainmaker Casino requires an invoice in respect of the services, within 30 days of either (i) Rainmaker Casino issuing you an invoice for the amount due under the self-billing arrangements; or (ii) receipt of your invoice for the amount due.

4.11 All payments made to you by Rainmaker Casino under this Agreement are deemed exclusive of any VAT or other tax payable and will be paid in Euros

 4.12 In the rare case that a negative financial adjustment (i.e. confiscation of winnings) will be set against one of the customers you have referred, pertaining to his activity from a previous financial month, and there has been no corresponding negative revenue share carried over into future months, the positive revenue share generated by this adjustment will be cancelled out.

4.13 In the event that a Customer:

• has been introduced in breach of any term of this Agreement;
• makes one or more deposits which are subject to a chargeback or which are reversed for any other reason;
• was recognised as part of fraudulent scheme or was incentivised by unauthorized means to register and/or become a customer;
• fails any identity or credit checks carried out by Rainmaker Casino or on its behalf;
• is located in a territory from which the Rainmaker Casino and its Group Companies does not accept customers; or
• has their account closed within the same calendar month when they  trigger a CPA or CPL payment, you will not be entitled to receive any Affiliate Payments in respect of such Customer. In the event that any such payment has already been made to you in respect of such Customer you will promptly repay the amount paid on receiving notice from Rainmaker Casino. Rainmaker Casino will be entitled, but not obliged, to set-off any amount owed as a result against future Affiliate Payments.

5.1 In addition to payments to be made under clause 4 above, where a new affiliate registers for the Affiliate Program for the first time (a “Sub-Affiliate”) you will be entitled to a payment equivalent to the percentage notified to you via the Affiliate Program Site, of any Net Gaming Revenue generated by such Sub-Affiliate under its affiliate agreement with Rainmaker Casino.

5.2 Sub-Affiliates may not be directly or indirectly owned or controlled by you or your Immediate Family and you shall not be entitled to any payment under this Agreement in relation to such a Sub-Affiliate.

5.3 In the event that any Affiliate Payment to a Sub-Affiliate is reclaimed under the terms of its agreement with Rainmaker Casino or payments are made to you in breach of clause 5.2 above you will promptly repay the amount paid on receiving notice from Rainmaker Casino. Rainmaker Casino will be entitled, but not obliged, to set-off any amount owed as a result against future payments under this Agreement.

5.4 All payments under clause 5 will terminate when payments to the relevant Sub-Affiliate end for whatever reason.

5.5 Rainmaker Casino may change the level of any payment due under clause 5.2 above in respect of future Sub-Affiliates you refer to at any time by giving notice to you.

5.6 Payments under clause 5 will be made in accordance with clause 4.10 above.

6.1 Rainmaker Casino will notify you if it decides, in its absolute discretion, to raise invoices on your behalf in respect of the services you supply under this Agreement as part of a self-billing arrangement.

6.2 In the event that Rainmaker Casino notifies you that it will raise invoices on your behalf and you are VAT registered in a member state of the European Union, you agree:

• that Rainmaker Casino will raise invoices in respect of the services you supply under this Agreement as part of a self-billing arrangement;
• not to raise any invoices for services provided under this Agreement while the self-billing arrangements are in place;
• that you will accept each self-billed invoice issued by Rainmaker Casino in respect of the services provided by you under this Agreement;
• to immediately notify Rainmaker Casino in the event that: i) your VAT number changes; ii) you are no longer registered for VAT; or iii) your business is transferred as a going concern.
• Rainmaker Casino makes no representation that any of its services, or those provided by any Group Company, will be uninterrupted or error free and, to the fullest extent permissible by law, it will not be liable for the consequences of any such interruptions or errors.

7.1 As between the parties, all IPR in the Sites belong to Rainmaker Casino. All IPR in any third-party materials shall belong to the third party owner thereof.

7.2 Nothing in this Agreement purports to grant a license, provide any warranty or offer any indemnity in respect of any data that is not owned by Rainmaker Casino or a Group Company. In the event that you require access to any such data, you agree that you will give Rainmaker Casino an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a license to the same from the relevant third party data owner or either party may terminate this Agreement immediately.

7.3 Each party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Sites.

8.1 You acknowledge that the security of Rainmaker Casino’ data and its systems is fundamental to the business of Rainmaker Casino and its Group Companies, and if you become aware of a breach or potential breach of security relating to the Sites, you will immediately notify Rainmaker Casino of such breach or potential breach and use your best endeavours to ensure that any potential breach does not become an actual breach and/or to remedy any actual breach and its consequences.

8.2 You warrant that you will at all times comply with the provisions of the applicable data protection regulations and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as updated and amended from time to time and any equivalent legislation in any jurisdiction which is applicable to the Internet Site and your activities.

9.1 During the term of this Agreement and after termination or expiration of this Agreement, each party shall not use any Confidential Information belonging to the other party for any purpose other than in pursuance of its rights and obligations under this Agreement nor disclose any of the other party’s Confidential Information to any person except with the prior written consent of the other party and shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information. This obligation will not apply to any Confidential Information that

• has come into the public domain other than by breach of this Agreement, or any other duty of confidence;
• is obtained from a third party without breach of this clause or any other duty of confidence;
• has been disclosed to a party by a third party, other than a company within its Group not in breach of any duty of confidence;
• is trivial or obvious;
• is required to be disclosed by law or other regulatory requirement provided notice is given to the other party prior to disclosure where legal to do so; or
• is in the possession of the Party at the time the Confidential Information was disclosed to it by any other party or which is independently developed without reference to any Confidential Information of the other party.

9.2 Each party may disclose any Confidential Information to its directors, other officers, employees, advisers and sub-contractors and to those of any company in its Group to the extent that such disclosure is reasonably necessary in order to comply with its obligations under this Agreement and provided that they are subject to equivalent confidentiality obligations as those set out in this clause.

9.3 On termination of this Agreement each party shall (on request) deliver up to the other party or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically except to the extent that it is obliged to retain such information under any law, regulation or license condition applicable to that party or any company in its Group.

9.4 The parties shall together determine the content of any communications concerning the relationship between the parties. Such communications shall be issued at a time and in a manner agreed by the parties. You will indemnify and hold harmless Rainmaker Casino and its Group Companies from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Rainmaker Casino in consequence of any breach by you of your obligations under this Agreement.

10.1 Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of Rainmaker Casino and its Group Companies (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:

• you acknowledge and agree that (except as expressly provided in this Agreement) the Sites, Affiliate Program Site and all Rainmaker Casino and its Group Companies products are provided “AS IS” without warranties of any kind (whether express or implied);
• all conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Sites or the Affiliate Program Site are hereby excluded; and
• neither Rainmaker Casino nor its Group Companies will be liable to you for any losses relating to your use of the Sites or the Affiliate Program Site or any breach of this Agreement by Rainmaker Casino including loss of profits (whether direct or indirect), revenues, goodwill, anticipated savings, data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Rainmaker Casino or its Group Companies had been advised of the possibility of you incurring such loss.

10.2 No exclusion or limitation set out in this Agreement shall apply in the case of:

• fraud or fraudulent misrepresentation;
• death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors; and/or

10.3 The time limit within which you must commence proceedings against Rainmaker Casino to recover on any claim shall be 6 months from the date you become aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.

11.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 15 Business Days, the party not affected may terminate this Agreement immediately by giving notice to other party.

11.2 This Agreement shall commence on the Commencement Date and shall continue until either party serves 5 Business Days’ written notice of an intention to terminate.

• Upon receipt of the termination the Affiliate has 7 days to remove any materials and links from its platform.
• Upon receipt of the termination notice the Affiliate revokes its right to any improved deal, offers and future payments.

11.3 Rainmaker Casino may terminate this Agreement immediately in the event that:

• the Affiliate breaches any of the terms of this Agreement which, in the case of a breach capable of remedy, has not been remedied within five (5) Business Days of receipt of a notice from Rainmaker Casino specifying the breach and requiring its remedy;
• the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);
• the Affiliate is made the subject of a bankruptcy petition or order;
• the Affiliate ceases or threatens to cease carrying on its business;
• the Affiliate shows no activity nor acquisitions for 180 days
• the Affiliate, in Rainmaker Casino’ opinion, is in breach of the terms of any applicable advertising code of practice and any voluntary codes Rainmaker Casino has agreed to abide by;
• fails to change the web address of the Internet Site on Rainmaker Casino’ request in accordance with clause 3.1.

11.4 Clause 11.2 will apply if any event occurs, or proceeding is taken, with respect to the Affiliate in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in those clauses.

12.1 Except as set out in clause 12.3 below, termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.

12.2 On termination of this Agreement all licenses granted to the Affiliate pursuant to this Agreement will immediately terminate.

12.3 If Rainmaker Casino terminates this Agreement under clause 11.2 or you terminate this Agreement under clause 11.1 (except when you do so following a material variation to the terms of the Agreement as provided herein) you will not be entitled to receive any further payments pursuant to clauses 4 and 5 following such termination.

12.4 Clause 9 together with any other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement will survive termination of this Agreement for whatever reason.

13.1 You will not assign, novate, declare a trust of or otherwise dispose of this Agreement, or any part thereof, without the prior written approval of Rainmaker Casino.

13.2 Rainmaker Casino may assign or sub-contract any of its rights and obligations under this Agreement to a Group Company at any time without giving notice to you.

AML CLAUSE FOR THE AFFILIATES AND SUB-AFFILIATES

Rainmaker Casino Obligations:

Rainmaker Casino shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the Anti-Money Laundering and Counter Financing of Terrorism legal requirements and for managing our business relationship.

Valid traffic and good faith:

The Affiliate and Sub-Affiliate must abide by the full legal and regulatory obligations with respect to the particular jurisdictions that the new end-user originates from, as informed by the Tracking Code via your websites. Customers originating from Sanctioned and/or Restricted Countries under the EU, FATF, UN, OFAC Sanctions Lists, have to be excluded from being introduced in the said Customer base and therefore to be excluded also from Rainmaker Casino Affiliate Program as shown below:

Afghanistan, Belarus, Bosnia and Herzegovina, Burma, Burundi, Central African Republic, China, Democratic People’s Republic of Korea (DPRK-North Korea), Democratic Republic of the Congo, Guinea-Bissau, Guinea, Haiti, Iran, Iraq, Lebanon, Libya Mali, Moldova, Montenegro, Myanmar, Republic of Nicaragua, Russia, Serbia, Somalia, South Sudan, Sudan, Syria, Tunisia, Turkey, Ukraine, United States (non-acceptance of customers from United States due to extra-territorial restrictions), Venezuela, Yemen, Zimbabwe.

The Affiliate and Sub-Affiliate will not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred to by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.

You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.

Representations and Warranties of the Affiliate and Sub-Affiliate:

Throughout the term of the Agreement, the Affiliate and Sub-Affiliate agree to:

1. ensure not to involve in or does not intend to be involved in any act or traffic that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering, funding of terrorism activities and other fraudulent activities.
2. comply with all provisions of this agreement, as well as all applicable laws and regulations in force from time to time in the performance of its obligations and the provision of the Affiliate Services, including, but not limited to the the Gaming Act (Malta), the Implementing Procedures Part I&II, the Malta Gaming Authority’s Code of Conduct on Advertising, Promotions and Inducements and of the rules issued by the relevant competent gaming authorities and any other rules, directives, guidelines, instructions communicated by either of the competent authorities or the Company, as well as with all Data Protection Legislation.
3. be subject to due diligence completion, PEP/sanctions checks and any KYC checks which may also be conducted and requested by Rainmaker Casino to the Affiliate and Sub-Affiliate.

Responsibilities and Obligations of the Affiliate and Sub-Affiliate:

Throughout the term of the Agreement, the Affiliate and Sub-Affiliate agree to:

1. immediately and without delay notify Rainmaker Casino upon suspicion that any New Customer referred by the Affiliate to the Company websites is a bonus abuser, money launderer or fraudster or an abuser of remote gambling websites;
2. that it will not target any person who is under the legal age for gambling, and shall ensure all necessary steps are taken to prevent materials being available to persons under the legal age for gambling also, without limitation, you will not provide materials relating to gambling which are meant to or will appeal particularly to children or young people;
3. that it will not target any jurisdiction where gambling and/or the promotion thereof is unlawful and/or illegal, as may be updated from time to time by the competent authorities.
4. to ensure that you and all of your employees and partners undertake Anti-Money Laundering and Responsible Gambling training related to the EU/MGA standards covering the objectives of its AML training and awareness standards as laid out in the relevant regulatory Acts and Guidelines of the said jurisdictions, at least once per annum (annually) and provide such evidence of attendance in case it is required by Rainmaker Casino Affiliate Program.
   5. ensure that none of its directors, officers or employees is an individual that is controlled by an individual or entity that is: (A) the target of Sanctions or Terrorism or (B) located, organised or being a resident in a country or territory that is, or whose government is, the target of Sanctions or Terrorism.

MARKETING AND ADVERTISING GUIDELINES FOR AFFILIATES

These guidelines are complementary to the Terms and Conditions you agreed to when signing up as an affiliate and further define what you need to take into consideration when marketing on behalf of any Rainmaker Casino Brand.

Any breach to these guidelines will be considered a breach to our terms and conditions.

In summary, the guidelines below will cover the key areas of regulation and ethical practices, to make sure you have the support and guidance you need to be compliant.

Protection of minors and vulnerable groups:

• Marketing should not contain images or games which are likely to appeal to minors.
• Marketing can never target minors, have particular appeal to children and/or other vulnerable persons associated with youth culture and/or other vulnerable persons. No logos and/or branding can ever be seen on material likely to come into contact with, or have particular appeal to these persons. 
• Any form of advertisement or promotion shall be socially responsible and the use of popular characters and personalities which are predominantly attractive to minors and vulnerable persons shall be prohibited. 
• It is forbidden to place popular comic book characters or other images of children’s toys in advertisements, etc. This shall include characters like Bob the Builder, Dora the Explorer and Tinkerbell.  
• Cartoon animals, fairy tales, and colorful, exaggerated graphics, names that contain a mixture of specific characters familiar to children, should also be avoided.
• Be very careful when posting any commercial message so as not to promote a false impression of increased attractiveness.

Example: An image of a famous soccer player betting on a soccer match or engaging in any form of gambling is the wrong approach.

• Marketing can never feature minors, any person under the age of 18, or who looks under the age of 18. 
• If displaying an amount spent on a game, or required to be spent in a promotion, it does not not exceed the average / or expected average game play and/or spend of a customer.
• Marketing should not:
  • target vulnerable groups or other at-risk individuals;
  • encourage players to chase their losses, or suggest the odds are in their favor;
  • feature or encourage antisocial or criminal behaviour;
  • use language or imagery connected to gambling addiction, such as mentions of negative emotions; guilt, aggression, frustration or sadness;
  • make reference to instantly available consumer credit services, or any other ways of providing credit to players. Offering credits to players is strictly prohibited; 
  • make use of a sense of urgency when encouraging users to play, or imply there is an emergency to gamble;
  • directly or indirectly link gambling to sexual success or enhanced attractiveness;
  • feature themes that directly or indirectly link gambling to toughness, resilience or recklessness;
  • provide an impression that gambling can increase personal or professional qualities, such as improving self-image or create success, admiration and/or recognition;
  • suggest that gambling in any way could provide an escape, from, for example,  personal, educational or professional problems, and/or in any way be a solution to problems;
  • contain material which could be perceived to condone gambling at work, or gambling add odd hours; such as in the middle of the night;
  • promote solitary gambling over social gambling, or suggest that gambling should take priority in life, over friends, family, work etc;
  • contain messages which may disparage the value of effort, work or study, as compared to gaming;
  • give the impression that gambling can be a source of income, a solution to financial problems, a form of financial investment, or a way to repay debts;
  • seek to exploit cultural beliefs or traditions about gambling or luck;
  • claim that a product or an offer will only be available for a very limited time in order to elicit an immediate decision;
  • tarnish the goodwill, the image or reputation of Rainmaker Casino, any regulatory body or any other gaming competitor.

Chances of winning: 

• The marketing of gambling (games of chance), should not provide an impression that an outcome can be influenced by skill, knowledge, intelligence involved, or a particular technique, which,therefore, may lead to erroneous perceptions of risk or control;
• Marketing should  not provide the impression that winnings are guaranteed, or that it is easy to win.
• The marketing of gambling has to provide a balanced and realistic impression of the chances of winning and should not downplay the risks attached to gambling.
• Any marketing featuring a large win by one of The Company’s customers, or any customer within a jackpot network, should be factual and include a date for when it occurred.
• Statements and themes that will not be tolerated, include, but are not restricted to the below examples:

Fairness and Transparency

• Offers should not be misleading.
• All promotions, including large winnings by any of the customers from our brands must be real and truthful.
• All promotional adverts have to clearly state how to make use of an offer and specify all significant terms such as:
• You must include a link to the full Terms and Conditions near the CTA easy to see and access; with a maximum of 1 click journey to reach the full Terms and Conditions
• For any promotional advertisement on behalf of Rainmaker Casinos, we will provide you with a set of required information, essential terms and a link to full terms to be displayed in direct connection with the ad. The link to full terms should not be more than one click away. You are not allowed to make changes to this information.
• The term free spins must be replaced with extra spins.
• All regulatory required information (see jurisdiction specific appendices) has to be clearly and visibly displayed in direct connection to an ad.
• All promotional adverts have to clearly state how to make use of an offer and specify all significant terms such as:
• Eligibility: (Restrictions on who can participate, country restrictions, conditions to participate, conditions of exclusion)
• Payment (Amount / Deposit / wager required to participate)
• Duration (time restrictions, expiration of the offer, expiration of bonus)
• Conditions (real or bonus money, wagering requirement, game contribution)
• Restrictions (max bet amount).
• Adverts should also contain all additional information such as bonus bet restrictions on certain games, withdrawal limitations and bonus constraints.
• This regulatory required information, significant terms and link to full terms (1 click away), has to be prominently displayed in direct connection to an ad, above the fold – it should not be too small, placed vertically, be translucent or in a colour too similar to the background.

Additional guidelines specific to Media channels

As with Direct Marketing, promotion of Rainmaker Casino via Media channels including but not limited to Paid Search (Google, Bing etc), Facebook, Twitter, YouTube, Instagram, Snapchat, Twitch etc should not be undertaken without prior written consent from your Affiliate Manager.

Streaming

• Be responsible and respectful when streaming. 
• Do not use coercive or pressure tactics to encourage someone to gamble, do not encourage reckless or risk taking gambling or use peer pressure to encourage someone to gamble more.
• You must prominently show age warnings (18+) and limit the content to an 18+ audience
• Do not drink alcohol, or use any other type of addictive substance whilst streaming and in the context of gambling.
• When advertising an offer, it should be communicated in speech as well as in writing that terms and conditions apply. The significant terms should be visible in connection to the promotion, and full terms one click away. 
• Individuals taking part in the stream have to be above 18. 

Social Media

Paid Social campaigns should make use of age-gating/audience targeting in order not to target minors

Ad identification for social media ads. In the event social media posts could be mistaken for anything but, they should be clearly and prominently marked with ‘#ad’

If advertising any promotional offer the post has to include essential terms, a statement that “T&Cs applies”,  as well as full terms one click

The descriptive text of any social media profile, including Facebook, Instagram, Twitter,  must contain the regulatory required information: 

Regulatory Required Information for Social Bio MGA

18+ | Please play responsibly/https://www.begambleaware.org/ 

MGA Specific Guidelines

For any ads and marketing targeting individuals in relation to our MGA licence: 

• Any ads/marketing in English should take extra care to avoid exposure to GB residents in combination with clearly stating that the product/offer is not available to GB residents.
• Commercial communications must not suggest peer pressure to game, or disparage abstention from gaming. E.g. A person or group of individuals egging a player on or frowning upon an individual not participating in games.
• Commercial communications must not exploit the susceptibilities, aspirations, credibility, inexperience, or lack of knowledge of minors or vulnerable persons, or present gaming as a sign of maturity or move to adulthood.
• Requests to unsubscribe of any marketing materials should be resolved no later than 24 hours from the moment of receiving the request.
• Commercial communication with a player who is in the self-exclusion period is prohibited.
• No commercial communications may be issued or distributed in any public place, or in or on any means of public transportation in Malta.
• Within all commercial communications related to gaming should be displayed the message “Play Responsibly” and must amount to a minimum of 10% of the advertisement.
• In case that such a message is impractical, alternative measures that capture the viewer’s attention or such as click-throughs can be used.
• Commercial communications must not exploit the susceptibilities, aspirations, credibility, inexperience, or lack of knowledge of minors or vulnerable persons, or present gaming as a sign of maturity or move to adulthood.
• Affiliate marketing on behalf of Rainmaker Casino must include the required regulatory information for gambling advertisement under the MGA:

18+ | Please play responsibly | https://www.begambleaware.org/ | SLTM Ltd is licensed by the MGA under the licence MGA/B2C/256/2013

Additional Information

Under MGA, ads/marketing are mainly regulated by the Gambling Commercial Communications regulations supervised by The Malta Gaming Authority (MGA).

It is your responsibility as a marketer to also comply with any specific laws/regulation that may apply in any other country / jurisdiction.

Useful Links

MGA Marketing Compliance:

• MGA: GAMING COMMERCIAL  COMMUNICATIONS REGULATIONS
• MGA: Consumer Affairs Act
• MGA: Commercial Communications Committee Guidelines

Last updated September 21st, 2023