Affiliates Terms and Conditions | Win2.ro

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Affiliates Terms & Conditions

 

1. Introduction
1.1 This agreement sets out the general terms and conditions between Wintoo Soft Technologies (hereinafter referred to as "Win2.ro", or "the Organizer", as the case may be) and your company following your request to create an affiliate account for the promotion of the gaming platform www.win2. ro through the creation of internet hyperlinks and other promotional links, such as banners ("Links"), from your website(s) - i.e. your website, platform or social media platform ("Your Website") or from your promotional emails (which we have approved in advance) to the Win2.ro Site.
1.2 The Company reserves the right to modify, change, delete or extend any provisions of this Agreement at any time in its absolute discretion. Where possible, notice of any material changes will be sent to the last email address provided by you to us in advance of such changes becoming effective but it is ultimately your responsibility to check these terms and conditions regularly. If you continue to participate in our affiliate program after the changes are posted, the changes will be considered accepted. The most recent change to the Agreement will be as of the date listed at the top of this Agreement, so please check this page regularly for updates
1.3 By filling in the application form and ticking the check box you are requesting membership to our affiliate programme and are agreeing to the terms and conditions of this Agreement. The application form will form an integral part of this Agreement.
1.4 We will at our sole discretion determine whether or not your application has been successful. Our decision is final and is not open to appeal. We will notify you by email if your application has been successful with instructions as to what you must do to include the Links on your Site.

 

2. Definitions

"Affiliate " - a natural or legal person who earns revenue under a contract with a remote gambling organizer as a result of the participation of Customers in the game of referred by You on the organizer's website or platform; 

"Bonus " - the benefit that can be obtained additionally by the player, without additional fees or costs, under the conditions set out in the organizer's game rules, within a given period or for certain events

”Accounting period” - means a time period, allotted for the accumulation and calculation of the Affiliate Profit.The Accounting Period is the first fifteen (15) working days of each calendar month

"Class II License " - a document with a special regime, issued by the ONJN, under the conditions of Government Emergency Ordinance no. 77/2009, with subsequent amendments and additions, and of this Decision, which grants the holder the right to carry out activities related to traditional and remote gambling in Romania; 

"Customer" means a visitor to your Site who access the Win2.ro website via links and who register on Win2.ro (including by providing a valid e-mail address and such other information as Win2.ro may require) and open a gambling account in compliance with the terms and conditions of the Win2.ro website and make a first deposit and subsequently place a bet on Win2.ro For the avoidance of doubt, this definition excludes:

1. any end users who are at that time existing or former customers of Win2.ro;

2. a customer who has registered through your website, but who has not made any deposits for a period of 23 months.

Win2.ro reserves the right to remove the Affiliate ID/tag from players falling under point 2 above, at its sole discretion, which will always be preceded by a notification to the Affiliate;

“Gross Gaming” - means your Players’ bets minus winnings.

"License for the organization of gambling" - document with special regime, issued by the ONJN, under the conditions of Government Emergency Ordinance no. 77/2009, as amended and supplemented, and of the present decision, which grants the holder the right to organize traditional and remote gambling in Romania

"Net Revenues" means all gross amounts collected by win2.ro from customers through the applicable Win2.ro websites and mobile apps during the term of the Agreement, from which the following may be deducted:

a) money paid to Customers as winnings;
b) amounts paid as fees, taxes or royalties or other legal deductions or payments to licensing authorities;
c) fees charged by electronic payment or credit card organizations;
d) bad debts;
e) monies attributable to fraud;
f) returned stakes;
g) provisions for transactions that are reversed by instruction from the cardholder's bank (commonly referred to as charge-backs);
h) the value of bonuses, "free bets" or "free tokens" offered to customers as a promotional or marketing activity;
i) affiliate software fees;
j) refunds to customers; and
k) any third party royalties (Royalties) or jackpot contributions that Win2.co.uk has to pay in relation to any of our customers or any of our suppliers;

”Operator” - means any entity who has an online gambling licence to offer its services to end-users.

"Royalty" means any royalty or revenue share that Win2.co. is required to pay to a third party to lawfully exploit any technology or other product used from time to time on the Win2.co Website; 

“Win2.ro Sites” - www.win2.ro and any application version of these sites and such other sites as we may add from time to time.

3. Promoting the Win2.ro:
3.1 The Affiliate shall:
a) to use its best efforts to actively and effectively market and promote the Operator’s Website as widely as possible in order to maximize the benefit to the Parties on the Affiliate Website(s), or via other marketing channels as may be approved in writing by Win2.ro;
b) to ensure that all news, offers and promotions in relation to Operator are current and up to date;
c) to market and refer potential Players to the Operator’s Website(s) at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement;
d) to maintain your site in an appropriate manner and to contact us if you materially change the design or layout or add any material that you should know, acting reasonably, may influence our opinion as to whether you are a suitable Affiliate;
e) to use only the Affiliate Link provided to the Affiliate within the scope of the Affiliate Program. In default of this, no warranty whatsoever can be assumed for proper registration and sales accounting;
f) not place any Links on pages of your Site aimed at persons under the age of 18 years or otherwise target, whether directly or indirectly, such persons for gambling-related services;
g) not to amend or alter the marketing material without the prior written consent of Win2.ro. 
h) obtain and/or maintain, throughout the term of this Agreement, all necessary registrations, permits, consents and licenses required to perform your obligations under this Agreement, and comply with all applicable laws. In the event that Win2.ro is subject to a penalty by a governmental authority due to Your failure to comply with this obligation, You agree to fully indemnify Win2.ro for all damages and losses sustained;
i) when positioning content to promote Win2.ro pages, to use only and exclusively visuals (including text and visual content, their layout, etc.) that have either been provided by Win2.ro or have been previously agreed and approved by Win2.ro;
j) comply with all reasonable instructions of Win2.ro in relation to this Agreement;
k) provide all reasonable cooperation with us in protecting the Marks against third party infringement or any other attack
3.2 The Affiliate shall not: a) place the Links on websites other than your Site as specified in your application form without the prior written consent of Win2.ro;
b) offer any special benefits or other incentives (including for example any payment) to any person for using the Links on your Site to access the Win2.ro Sites; 
c) read, intercept, copy, record, redirect, interpret, or otherwise interfere with, or fill in the contents of, any electronic form or other materials submitted to us by any third party;
d) modify any of the Links other than in accordance with this Agreement;
e) engage in transactions of any kind on the Win2.roSites on behalf of any third party;
f) authorise, assist, or encourage any other person to engage in transactions of any kind on the Win2.roSites other than in accordance with this Agreement;
g) take any action that could cause any third party (end users or otherwise) confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
h) artificially or  fraudulently inflate (or attempt to inflate) the Net Revenues (as defined in clause 5.1 below) on the basis of which the consideration payable to you is determined (including but not limited to by making fictitious withdrawals or making fictitious deposits);
i) attempt to intercept, redirect or otherwise interfere with (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme;
j) solicit non-member affiliates (termed “sub-affiliates”) to distribute offers and claim commission on such activities. You are prohibited from starting a sub-affiliate network using Win2.rooffers and media assets without our express written consent in advance; or
k) purchase, bid for, register or otherwise acquire keywords, adwords, 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 Win2.ro’s (or a member of its Group’s, if any) intellectual property rights, including without limitation copyrights, trade marks (whether registered or unregistered), brand names, domain names, graphics and designs using by Win2.roin connection with the Win2.ro Sites. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of Win2.ro’s trade marks or trade names including the term “Win2.ro”; 
l) promote an operator that does not have the necessary licenses/certificates/permits to operate, on a regulated market.
m) assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor’s rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill (which shall vest exclusively in Win2.ro).
n) register or attempt to register, or be complicit in any third party registering or attempting to register, any trade mark, trade name, logo, or similar identifying material that contain the Marks or are confusingly similar to or are comprised of any of the Marks or any other of our intellectual property rights
o) register or attempt to register or be complicit in or cooperate with any third party registering or attempting to register, any domain name which is similar to any Win2.ro Sites or intellectual property rights (or intellectual property rights belonging to a member of our Group), including (for the avoidance of doubt) any misspellings, other variations of the domain names or other likenesses. Where you breach this Clause 7.6 you will immediately cease use of any such domain and transfer such domain to us or a third party elected by us
3.3 If we determine, at our sole discretion, that you have breached any of the provisions of Clauses 3.1 or 3.2, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
3.4 Only one affiliate account is permitted per affiliate. Win2.ro reserves the right to close down any duplicate accounts and to cancel any amounts otherwise due under such accounts.
3.5 Win2.ro shall have the right to examine your books, records, systems and other materials and information relating to this Agreement and the services provided hereunder for the purposes of ascertaining your compliance or otherwise with the terms hereof. For that purpose, you hereby grant to Win2.ro and its professional advisers a right of access to your premises, systems and information on the giving of reasonable notice during normal business hours. Win2.ro and its professional advisers shall have the right to take copies of any records it reasonably requires and you shall provide all necessary cooperation free of charge.
3.6 You may not advertise the Site to persons located in or from territories not previously agreed between you and Win2.ro or not specified during your application process for the Affiliate Program.  If we determine, in our sole discretion, that you have breached this Clause 3.6, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
3.7 You warrant and represent that you shall at all times:
a) comply with all laws, rules and regulations which are applicable to your compliance with our obligations in this Agreement;
b) comply with the Data Protection Acts 1988 and 2003, as amended, and the European Union’s ePrivacy Directives (Directive 2002/58/EC, as amended by Directive 2006/24/EC and Directive 2009/136/EC and any subsequent amendments) and all other applicable data privacy rules, laws and regulations anywhere in the world. Under the ePrivacy Directives, information (not just personal data) may not be stored on or retrieved from a person’s terminal equipment unless the individual: (i) has been given clear and comprehensive information about why this is being done; and (ii) has given her/his consent. You shall inform users of your Site that tracking technology will be installed on their hard drive if he/she clicks on the Links and shall obtain their consent to such tracking prior to storing or retrieving information from a person’s computer, smartphone, mobile phone, tablet or other applicable device. You hereby acknowledge that all data relating to Customers shall be and remain the exclusive property of Win2.ro. Any access that you gain to data relating to Customers will be in your capacity as a data processor only.
c) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption to the extent applicable (“Relevant Requirements”);
d) comply with any related policies or guidelines as directed by Win2.ro from time to time (“Relevant Policies”);
e) have and shall maintain in place throughout the term of this Agreement policies and procedures, to ensure compliance with the Relevant Requirements and Relevant Policies, and will enforce them where appropriate;
f) promptly report to the Win2.ro any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement; and
g) upon request and within a reasonable period, you shall certify to Win2.ro in writing compliance with this Clause; 
h) you are of legal age for gambling as determined by relevant legislation in your jurisdiction. Affiliates who are under 18 years of age are not permitted to participate in the affiliate programme.
i) Upon request of Win2.ro, you must provide evidence of compliance with the requirements of paragraph 3.7, including by confirming in writing compliance with the requirements of paragraph 3.7.
3.9 Breach of Clause 3.7 shall be deemed a material breach of this Agreement.
3.10 In accordance with gambling legislation, you undertake: (a) to conduct yourself, to the extent that you conduct any activities on behalf of Win2.ro, as if you were bound by the same license conditions and subject to the same codes of practice as Win2.ro, including but not limited to assisting Win2.ro in displaying such information and providing such links (e.g., a link to the ONJN website, no. license issued by the ONJN), as may be requested by the ONJN; (b) comply with any technical standards for remote gaming systems as may be established by the ONJN; and (c) provide Win2.ro with such information as it may reasonably request to enable Win2.ro to meet its information reporting and other obligations to the ONJN; (d) Win2.ro may immediately terminate this Agreement if, in the reasonable opinion of Win2.ro, you breach this clause or have otherwise acted inconsistently with the licensing objectives.
3.11 You are solely responsible for your own marketing and promotional activities and you shall carry out such activities in a responsible manner, complying with all applicable laws, regulations and advertising codes. In particular you shall have appropriate privacy and security safeguards in place in order to:
a) avoid any material which is defamatory, sexually explicit, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of our rights or any third party rights and shall not link to any such material and 

b) comply with your obligations in Clauses 3.2, 3.3. and 3.7. You shall immediately comply with the requests of Win2.ro in relation to this Clause 3.11. 

Where you fail to do so, Win2.ro reserves the right to immediately terminate this Agreement.

We shall not be liable for any claims by third parties relating to your Site or any of the products or services associated therewith and you will fully indemnify us in respect of any losses we or any member of our Group suffers (directly or indirectly) in connection with any such claims.

3.12  You undertake to not, directly or indirectly: (a)You undertake not to do, directly or indirectly: (a) any act or omission which disparages Win2.ro or which damages the interests, reputation or goodwill of the parties; or (b) any activity which in our reasonable opinion would be considered inappropriate, improper or fraudulent.
4. Rights and Obligations of the Win2.ro:
4.1 Win2.ro hereby grant to Affiliate a non-exclusive, non-transferable, revocable licence, solely during the term of this Agreement, to use such Win2.ro intellectual property, including without limitation any logo, trade mark, trade name, design or other similar identifying material owned by or licensed to Win2.ro or a member of its Group, if any (the “Marks”), solely in connection with the display of the Links on your Site or in connection with email promotions and social media content including the Marks which we approve in advance.
4.2 This licence cannot be sub-licensed, assigned or otherwise transferred by you without the prior written consent of Win2.ro. Your right to use the Marks is limited to and arises only out of this licence to use the Links.
4.3 This licence will be terminated automatically upon the termination of this Agreement for any reason.
4.4 Win2.ro shall provide the Affiliate with all required information and promotional materials necessary for the promotion of the Operator’s Website(s) on the Affiliate Website(s), as well as all the information necessary for the implementation of the Win2.ro Links.
4.5 In the event that the Affiliate creates its own promotional materials, such marketing materials shall be compliant with the provisions of this Agreement and Win2.ro shall not be held liable for any fines and/or sanctions which are incurred by the Affiliate for the non-adherence with applicable rules and regulations
4.6 Win2.ro shall administer the turnover generated via the Affiliate Links, record the Net Gaming Revenues and the total amount of Affiliate Profit earned by means of the Affiliate Links, provide the Affiliate with Affiliate Commission statistics, and handle all services applicable for Win2.ro.
4.7 Win2.ro shall pay the Affiliate its Affiliate Profit depending on the traffic generated subject to the terms and conditions of this Agreement, depending on the FTDs and revenue resulted from the generated traffic.
4.8 Win2.ro reserve(s) the right to refuse the registration of any New Players, suspend or close their accounts at our and/or Operator’s sole discretion in order to comply with any requirements we consider mandatory.
4.9 Win2.ro hereby notifies the Affiliate, which accepts, that personal data pertaining to the Affiliate and/or any of its employees (if any) may be collected by Win2.ro and shall be utilized solely in the context of, and as is necessary for, the performance of this Agreement or in the pursuance of any legal obligation or legitimate interest.
4.10 Win2.ro reserves the right to request any information from the Affiliate for due diligence purposes in line with its obligations under applicable law as it may from time to time deem fit.
4.11 Win2.ro’s Rights to freeze or close accounts. In addition to any other right, which the Company may be entitled to under this Agreement, the Company reserves the right to:
a) in case of having any reason to suspect that the Affiliate is in breach with the terms of this Agreement, the Affiliate account may be blocked, and payouts will be frozen for the period of the investigation. If the investigation proves the violation of the Agreement to have taken place, Win2.ro reserves the right to withhold the Affiliate Profit;
b) close any Affiliate’s account if it in the sole opinion of Win2.ro is necessary to comply with our policy and/or to protect the interest of Win2.ro. If the Affiliate is in breach of this Agreement Win2.ro may besides closing the Affiliate’s account take any other steps at law to protect its interest
c) terminate the Agreement for Affiliates who allow themselves to communicate with Win2.ro representatives in an aggressive and/or offensive manner that goes beyond the scope of business relations. Under no circumstance, Win2.ro shall be held liable for eventual loss or damage caused to the Affiliate pursuant clause 4.11
d) terminate the Agreement for Affiliate accounts where the Net Gaming Revenue does not cover Win2.ro’s costs for maintaining the account and the payout procedure. Under no circumstance, Win2.ro shall be held liable for eventual loss or damage caused to the Affiliate pursuant clause 5.8
e) Win2.ro reserves the right to initiate an internal investigation of the Player’s accounts together with the Operator on all the Operator’s Websites in case the Operator suspects the Player in violation of the Operator’s rules on one of the Operator’s Websites

5. Payments
<5.1 The default payment plan which is to apply in the absence of any agreement to the contrary shall be the Revenue Share Payment Plan.
5.2 Win2.ro shall pay you (in accordance with the provisions of Clause 5.6) a  percentage (as detailed on the commission page of your Win2.ro Affiliate account and which will be indicated in the merchent agreement) of Net Revenues received during the term of the Agreement in connection with any applicable Win2.ro Site. For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement. 
5.3 Other target-based payments may be introduced by Win2.ro from time to time in relation to some or all of the Win2.ro Sites either in addition to or in place of the above Net Revenue based payment. Any such payments will be detailed on the commission page of your Win2.ro Affiliate account. Win2.ro reserves the right to make changes to your commission page, including to the levels of commission due to you, and any such changes shall take effect immediately on their being changed in your commission page.
5.4 In order to keep your right to receive commission from Win2.ro, you need to generate at least 10 new customers in the last calendar month who have registered through a link on your website. If this condition is not met, then you lose the right to receive the monthly payment and your commission is carried over to the next month (positive carryover). Win2.ro has the right to reduce your remuneration calculated on the basis of net revenue, reduce the revenue share or terminate its agreement with you if there has been activity of less than 5 new active registrations (new active registrations are users who have successfully made a deposit and/or made a pledge) in the last 3 months. We will notify you by email if such a reduction or termination occurs.
5.5 Win2.ro shall provide you with statements accessible via affiliates.win2.ro detailing the number of Customers and the revenues generated from those Customers, if any, which have accrued to you over the course of the previous calendar month. At the end of a calendar month, Win2.ro shall record your total share of Net Revenues, if any, during the previous calendar month. If a revenue share does not exceed €100, Win2.ro shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the revenue share (including any sum carried forward) exceeds €100, at which time payment shall be made in accordance with Clause 5.6. For the avoidance of doubt, you will only receive a payout when there is a positive balance and it is greater than €100, in any given month.
5.6 No Negative CarryOver. . In case cumulative wins of a single Player result in Affiliate Negative Balance of more than $5 000 in a given month, this Player will be isolated and won’t generate any Total Net Gaming Revenue to the affiliate until the full amount of the negative balance has been satisfied.
5.7 At the end of each accounting period, within five days, you have the right to contest the report generated according to point 5.4. If you have not expressed your disagreement with the generated report within the mentioned term, you no longer have the right to contest it and the statistical and financial data are considered to be accepted automatically. At the expiration of the mentioned term you will issue an invoice which will be paid by Win2.ro within 30 days of receipt. The invoice will be issued in either Euro or in the national currency.
5.8 If the Affiliate does not report the generated report within five (5) days from the end of the accounting period or does not provide the requested invoices in due time, the balance is carried forward to the next accounting period and may be affected by the earnings of the next accounting period;
5.9 You will notify Win2.ro immediately if you:
a) change your VAT status including if you become VAT registered or if your VAT registration number changes;
b) cease to be VAT registered; or
c) commence a sell of your business, or of part of your business.
5.10 You warranty that the VAT (if applicable) shown on the invoice for the transactions covered by this Agreement is your output tax due to the relevant tax authority.
5.11 You shall indemnify and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, 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 Win2.ro in consequence of any breach by you of this Clause 5.9 or as a result of your VAT status being different from that notified to us.
5.12 We shall make reasonable efforts to make any payments due to you in a timely fashion. However, we shall not be liable for occasional delays or delays outside of our control. For example, any changes in the contact or banking details provided by you may give rise to a delay of up to 60 days in making any payments due. Where you become aware of any overdue payments due to you, please contact us immediately and we will seek to resolve the matter as soon as possible.
5.13 We shall use reasonable endeavours to make payments due to you using the payment details provided to us. However, in certain circumstances we may be unable to make payments to you for reasons outside of our control (for example where the bank account details provided are inaccurate or incomplete). Where this occurs, we shall make reasonable efforts for a period of up to six (6) months to contact you via the contact details last provided by you to Win2.ro to obtain alternative payment details. If we are still not in a position to make the payments after this period, we may close or suspend your account without further notice and you shall be deemed to have forfeited any entitlement to payment.
5.14 If an error is made in the calculation of your share of the revenue share, Win2.ro reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by Win2.ro to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
5.15 No payment will be due if Win2.ro has reason to believe that the traffic generated by the Affiliate is illegal or violates any of the provisions of the Agreement.
5.16 Affiliate agrees to refund all commissions received for traffic that violates any of the provisions of the Agreement and to indemnify Win2.ro for all costs and losses incurred in connection with such transactions (including, but without limitation, legal fees and costs).
5.17 Win2.ro makes every effort to ensure that no errors are made in the calculation of amounts due to affiliates. However, human, systems’ and/or third party error may occasionally result in errors. Win2.ro reserves the right to correct any obvious errors and to void any payments (to include the right to be reimbursed where payments have been made in error) where such have occurred.
5.18 In the case of any blatant errors in payments made (including for example where the payment made is materially different to previous or comparable payments/periods and/or the payment is clearly incorrect, depending on all of the circumstances), the amount paid will be rebalanced at the appropriate rate. Should you be credited in error, it is your responsibility, and you undertake, to notify Win2.ro of the error without delay. You hereby undertake to provide your full cooperation to Win2.ro to correct any such errors, including by way of the return of any over-payments. Win2.ro may set off any payment obligation due to us from you against any future payment obligation owed by us to you under this Agreement.

 

6. Termination
6.1 This Agreement commences (or has commenced, in the case of existing Affiliates) on the date on which Win2.ro notifies you (or has notified you, in the case of existing Affiliates) that your application to join the Win2.ro Affiliate Program has been accepted and the Merchant Agreement has been signed and shall continue until terminated in accordance with this Clause 7.
6.2 Either Party may terminate this Agreement forthwith by written notice if a receiver, examiner or administrator of all or any part of the assets of the other Party is appointed or if the other Party is struck off the Register of Companies in the jurisdiction in which it is registered, or if an order is made or resolution is passed for the winding up of the other Party (unless such order or resolution forms part of a voluntary scheme of reconstruction or amalgamation of that Party as a solvent company and the resulting company, if a different legal entity, undertakes to comply with this Agreement), if you are subject to bankruptcy proceedings or if you are subject to any process or proceeding similar to those described in this Clause 10. 2 in any part of the world.
6.3 Win2.ro may immediately suspend or terminate this Agreement upon notice to you: (a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by Win2.ro to remedy same; (b) in accordance with its rights set out in Clauses 3.1, 3.2, 3.7, 3.8 of 8.6; or (c) where you are in breach of any warranty within this Agreement. Win2.roreserves the right to withhold any amounts due to you in such circumstances (whether or not such amounts are generated by the breach).
6.4 Win2.ro may suspend or terminate this Agreement at its discretion immediately upon notice if it considers that you are for any reason unsuitable to be an affiliate. Win2.ro shall not be required to disclose its reasoning in connection with any such suspension or termination. Where Win2.ro discloses its reasons for such suspension or termination, it may withhold and/or terminate any payments that otherwise may have been due to you.
6.5 Either party may terminate this Agreement upon the receipt of a seven (7) days’ prior written notice to the other party.
6.6 Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
6.7 Upon termination of this Agreement for any reason, you shall remove all of the Links and any other Marks or content owned, developed, licensed or created by Win2.ro and/or provided to you by Win2.ro in connection with this Agreement from your Site and all rights and licences granted to you in this Agreement shall immediately terminate.
6.8 We shall be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to Win2.ro, if any.
6.9 For the avoidance of doubt, you shall not be entitled to any revenue share in respect of revenues generated by Customers following the termination of this Agreement

 

7. Fraud Responsible Gambling, Protection of Minors, and the Prevention of Monay Laundering and Crime

7.1 Win2.ro reserves the right to seek criminal or other sanctions against you if we suspect you have engaged in fraudulent, dishonest or criminal acts and we will disclose such information to the relevant authorities or other relevant third parties as may be necessary in this regard. Fraudulent acts include acts by you which are made in bad faith and/or acts which are intended to defraud Win2.ro.
7.2 It is the policy of Win2.ro to actively prevent, to the extent within its control, money-laundering and any activities that facilitate money-laundering or funding of terrorist or criminal activities. Win2.ro reserves the right to attempt to verify your identity through the information provided by you, by obtaining information from public sources or by such other means as it reasonably deems necessary.
7.3 In relation to the above, you shall provide us with any supporting documents (e.g. any or all of the following for individuals: valid passport copy; valid driving licence copy; a copy of a utility bill; a bank statement, or in the case of a corporation: a copy of the company’s certificate of incorporation; constitutional documentation; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company) requested by us and you understand that payments may be delayed if supporting documents are not provided.
7.4 Win2.ro aims to make betting a fun and entertaining experience, whilst at the same time taking our responsibilities very seriously. To this end, we strive to:
a) ensure that gambling is conducted in a verifiably fair and open fashion in order to protect customers;
b) ensure that, to the greatest extent possible, children and other vulnerable persons are protected;
c) prevent gambling being or becoming a source of crime or disorder.
7.5 You undertake not to knowingly or negligently, through any act or omission, conflict in any way, or cause Win2.ro to be in conflict in any way, with any of the objectives set out in Clause 8.4.
7.6 Win2.ro reserves the right to immediately suspend or terminate any account it believes such account to be involved in fraud, money-laundering and/or any other form of illegal or suspicious activities, to withhold any amounts due on the account, and to report such details as it reasonably considers are necessary to relevant authorities.

 

8. Liability and Indemnity

8.1 You shall indemnify Win2.ro on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, 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 Win2.ro in consequence of any breach, non-performance or non-observance by you of any of your obligations or warranties under this Agreement.
8.2 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury or for breach of any of the indemnities under this Agreement, for which liability shall not be limited.
8.3 We shall not be liable to you in contract, tort, or otherwise (including liability for negligence) for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatever.
8.4 We shall not be liable for any loss or damage that you may suffer because of any act of God; power failure; trade or labour dispute; act, failure or omission of any government or authority; obstruction or failure of telecommunication services or networks; or any other act, omission, delay or failure caused by a third party or otherwise outside of our control.
8.5 The liability of Win2.ro shall not, in any event, exceed the sum of the total monies paid by Win2.roto you over the 12-month period preceding the date on which any liability accrued.
8.6 In no event shall we be responsible for any claim or dispute between you and any user of your Site.

 

9. Miscellaneous

9.1 Relationship of the Parties. Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.
9.2 Amendments to this Agreement. Win2.ro reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, a written notice of the amendments will be sent to the Affiliate’s registered email address and such notice will be deemed to be served once sent by Win2.ro. The Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.
9.3 Severability. Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any Competent Authority to be illegal, invalid or unenforceable, then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect
9.4 Notice. Any notice given or made under this Agreement to Win2.ro shall be sent by email to and marked for the attention of the Affiliate Manager of Win2.ro unless otherwise notified by Win2.ro. We shall send all notices by email to the email address supplied by the Affiliate in the process of registering.
9.5 No Waiver. Win2.ro failure to enforce the Affiliate’s adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right
9.6 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualties. If such an event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate this Agreement with immediate effect by providing a written notice
9.7 This Agreement shall be governed by and construed in accordance with the laws of Romania and each party submits to the exclusive jurisdiction of the Romanian Courts for the resolution of disputes hereunder.