Effective Date: 1st of December 2020
Your acceptance of these Terms and Conditions forms a binding contractual agreement between you and Rootz LTD, the parent company of Wheelz.com and Wildz.com
The value of Jackpot contributions, Games and Platform costs and operating costs.
For the avoidance of doubt, these Terms and Conditions shall supersede any other terms and conditions applicable to such contractual documents concluded between the Parties.
A person (whether an individual or a company) who has registered and been accepted by Rootz as an Affiliate in order to promote Rootz Affiliate brands through affiliate links.
An individual and/or entity which You have a business relationship with and who operates for You with the intention of driving traffic to Rootz brands, or that You direct in any appropriate manner to Rootz brands and who does not have an account directly with Rootz but is connected to Your account. For the avoidance of doubt, this shall not include Sub-Affiliates.
Any Revenue Share, Hybrid Payment and/or CPA Payments.
The Affiliate Program is operated by Rootz.
All laws, statutes, regulations, edicts, bylaws, mandatory codes of conduct and mandatory guidelines – whether local, national, international or otherwise existing from time to time – which are legally binding on either Party and which are applicable to that Party’s rights or obligations under this Agreement.
Your application to join the Affiliate Program via the Affiliate Program site.
Balances Carried Over
In the calculation of Commission where Net Win is negative due to Customer winnings and/ or Admin Fees and/ or Cash Items and/ or Progressive Contributions the said balance will be set to zero. A negative balance due to Fraud Costs will however be carried over where applicable.
All Rootz Brands including without limitation any and all of the trademark registrations/applications of the Group, any taglines or marketing slogans used by the Group, as well as any other brands (whether registered or unregistered) owned and /or used by the Group, as may be indicated by Rootz from time to time.
The reversal of a payment made previously to Brands by a Referred Player or the credit card-issuing bank or any other third-party payments solution provider. Chargebacks are regarded as Fraud for the purposes of calculating net revenues.
The date on which Rootz confirms Your application to join the Affiliate Program has been accepted.
A Cost-Per-Acquisition deal, whereby Brands pays You a predetermined amount for each Referred Player. CPA deals will undergo a trial period to ensure affiliates are providing Roots Brands with legitimate and profitable traffic.
An individual referred or directed by You in any appropriate manner to a Product offered by Rootz who can be linked to Your (or Your organisation’s) Affiliate account and/or identity who registers a Customer account with Rootz brands. By opening an account with Rootz brands, that Player will become Our customer and must comply with all Our applicable rules, policies, and operating procedures.
The amounts due to You by Us in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the Revenue Share, CPA, or Hybrid model, as the case may be.
Any form of fraud committed by a Referred Player, which in the sole opinion of Brands, is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:
The total revenue generated by any Rootz brand Products as a result of all bets and/or deposits by Referred Players introduced to Brands by You.
Any and all of the companies forming part of the Rootz LTD and associated with the Brand.
Any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trademarks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
All markets in which the Group operates.
is calculated as: (All Player bets minus All Player winnings minus Player bonuses minus Taxes) minus Admin fee minus Payment Fee.
Please note we also deduct the following tax in these countries: – Germany: 19% – Austria: 40% – Ireland: 23% – Malta: 5%
The commercial platform (or any other platform as may be indicated by Rootz) used by Brands to track Your marketing campaigns.
Either Rootz or the Affiliate (jointly referred to as the ‘Parties’).
A percentage of revenue generated on any progressive game that is paid over by Us into the network’s progressive pool.
An online gaming product (including but not limited to Casino, Live casino) for which professional services are rendered by the Group.
Revenue Share Deal
A deal where You receive payment through a revenue share model that is tracked on Omarsys.
A Player who has accessed any of the Brand Products and registered for a cash account directly through one of Your affiliate links. For the avoidance of doubt, players which are already customers of Brands shall not be considered ‘Referred Players’. Players who are referred to one of the Brands, won’t be automatically referred to all other brands.
Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.
Terms and Conditions
These terms and conditions, titled Rootz Affiliate Partner Terms and Conditions.
The websites Wheelz.com and Wildz.com, or any other website as may be directed by Us.
The Group and all related Brands.
You in Your capacity as a Rootz Affiliate and Partner, and any Sub-Affiliates which You may engage pursuant to this Agreement.
Your application to be a Rootz Affiliate will be reviewed following submission and You will be notified in a timely manner of Our acceptance or rejection of Your application.
If the information provided by You pursuant to Clauses 4.2, 4.12 and 4.13 is deemed insufficient, We reserve the right to withhold pay-out and reject Your application to be a Rootz Affiliate.
Upon acceptance into the Affiliate Program, You hereby accept the appointment as an Affiliate partner of Rootz and its Brands. For the avoidance of doubt, any auto-approval by Us does not imply that We may not re-evaluate Your application at a later stage. You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals and that You shall have no claims to any Fees or other compensation on business secured by or through persons or entities other than You.
2.1 | Licence to direct Customers to the Website
Upon acceptance as aforesaid, We grant You a non-exclusive, non-transferable, revocable licence, during the term of this Agreement, to direct Customers to the Website, in accordance with the terms of this Agreement.
2.2 | Licence to use certain Intellectual Property
During the term of this Agreement, You are granted a non-exclusive, non-transferable, revocable right and license to use the Approved Marketing Material as defined below (hereinafter referred to as “Licensed IP”). The license in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:
2.3 | Registration of Referred Customers and Players
Wheelz will register Referred Customers and Players, and will track their gaming activity. The Brands have the right to refuse Customers or close their accounts, if necessary, in order to comply with any regulatory or legal requirements that may arise.
2.4 | Financial reporting on Referred Customer and Player activity
The style, form, content and frequency of generated reports may, at Our discretion, vary from time to time. You will be provided with remote online access to generated reports of Referred Player activity and the Fees attracted by that activity. To gain access to these online reports, You will need to use Your username and password as provided to You by Rootz. We will provide You with a unique tracking link(s), but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Referred Players referred by You, if the links You use are incorrect, so You must ensure to copy the code exactly as presented in the Affiliate centre. We will not be liable to pay Fees on any Referred Players who are not tracked due to modified tracking codes or links. It is Your responsibility to inform Us immediately if the tracking link provided is broken or does not work correctly.
2.5 | Modification of the Terms and Conditions
We may amend, alter, delete, interlineate or add to these Terms and Conditions contained in this Agreement, at any time and in Our sole discretion, by posting a change notice or a new agreement on Our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Fees, fee schedules, payment procedures, and referral program rules. Any amendments, alterations, deletions, interlineations or additions to this these Terms and Conditions shall be effective immediately upon notice, by display on the Website and/or on Omarsys (‘Notice’), and shall supersede all previous versions. Your use of the Website and/ or continued marketing of Us or Our Products after such Notice is given to You will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should these Terms and Conditions be replaced in their entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version.
Please also note: No purported modifications, amendments, alterations, additions, deletions or interlineations of this agreement by you are permitted or will be recognised by us. No employees, officers or agents of Rootz may verbally alter, modify or waive any provision of this Agreement.
By applying to be registered as a Rootz Affiliate, You warrant the following:
You shall take reasonable steps to ensure the reliability and proper training of Your employees and that such employees understand the data protection and marketing requirements applicable to both the Affiliate and to Brands.
The Affiliate is to be aware that any operation from its end which runs counter to this Agreement may result in very serious consequences for the Affiliate itself, for Us, or for both Parties, including without limitation, fines, penalties, breaches of license conditions and ability to do business, as well as potential civil and criminal action against the Affiliate or The Group by the respective authorities.
Without prejudice to any of the Company’s rights herein or at law, the Company may forthwith terminate this Agreement, in part or in its entirety, or any of your accounts should you act in breach of the foregoing and you shall be held fully responsible and liable for any such resulting fine, penalty, claim, action, or loss which is caused to us as a result of your action or default as the case may be.
4.1 | Your website
You are not allowed to register for this Affiliate Program if Your website is considered unsuitable.
4.2 | Direct Marketing and Spam
You shall not send Spam to any person, whether a Customer of Brands or otherwise, at any time.
Any form of any direct marketing communication sent to one or more mailing lists, individuals or newsgroup, notably without limitation via E-mail and/or SMS direct marketing, that concerns whether directly or indirectly Brands or is sent or can be deemed to be sent on behalf of Us, irrespective of whether to the customer of Brands or otherwise (hereinafter referred to as “Direct Marketing”), shall be strictly prohibited. Any Direct Marketing carried out using the wildz.com, Wheelz.com or Rootz.com name, likeness, or copyrighted material shall be considered a material breach of this Agreement with the respective consequences.
Any form of breach of this Clause 4.2, will result in Your account being placed under review immediately and any Fees due to You being withheld pending an investigation We shall be entitled to enforce a Penalty, which will be deducted from Your account. If this occurs, the amount of the Penalty will be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us (including without limitation expenses and/ or damages in dealing with such breach of this Clause or being blocked by third party Internet Service Providers) not be covered by funds in Your account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You on the first demand. Should You require more information regarding this clause or to report any incidences of breach of this Clause please contact us at email@example.com or firstname.lastname@example.org
4.3 | Approved Marketing Material
Once successfully registered as an Affiliate of one of the Brands, You will have access to Our banners, text and/or other online and offline promotional materials and certain Intellectual Property (collectively “Approved Marketing Material”). You may place said materials on Your site, and/or utilise them via e-mail and/or direct marketing and/or social media and/or print media but You may not use any Intellectual Property of the Group (notably without limitation the Brand or related trademarked material) with respect to mobile applications, notably without limitation as keywords for any mobile application or to impersonate Group or create confusion as to the origin and/or nature of the goods and services provided within the scope mobile application. These are the designated methods by which You may advertise Us.
It will be Your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in these Terms and Conditions and any Applicable Law. We reserve the right to request You to take down any form of use of the Approved Marketing Material which it deems to be non-compliant with this Agreement or Applicable Law or infringing Intellectual Property of the Group.
Should You be in any doubt, please contact us before publication. All Approved Marketing Material must be kept current and You shall utilise new Marketing Material forthwith after it is made available to You by Us.
4.4 | Approved Layouts
In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as made available at the Affiliate Centre, or as supplied directly to You by Us, and will not alter its appearance nor refer to Us, Our Products or Our/ their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorised and permitted representation of Our Products sites.
4.5 | Marketing Compliance
You shall comply with all advertising guidelines and legislation in the relevant Markets for the term of this Agreement, including but not limited to:
For the avoidance of doubt, these links are provided solely for indicative and informative purposes and shall not, under any circumstances, be construed as advice provided by Rootz as to Your binding obligations, nor shall We be held responsible for the accuracy or completeness of their contents.
4.6 | Good Faith / Ethical Conduct
You will not knowingly benefit from known or suspected traffic which, in the reasonable opinion of Us, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Group (notably without limitation the Brand) in conjunction with mobile applications or contrary to these Terms and Conditions, whether or not this actually causes damage to Us or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like Cost-Per-Acquisition (CPA), referring players which We deem low-value.
4.7 | Copying of Sites or Theft of Site Content
If it can be reasonably proven that affiliate earnings have been lost due to an incident of copying theft, We reserve the right to pay revenue generated by the offending affiliate to the aggrieved Party. Complaints in relation to this Clause should be sent to by email.
4.8 | Your Restrictions
You shall not be entitled to any Fees in relation to any Sub-Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
You shall not earn any Fees on Your own Customer Account nor on the Customer Account/s of Your employees or family members.
4.9 | Traffic Generated Through an Unsuitable Medium
Any form of traffic that is generated from any medium that is aimed at children, promotes violence, includes narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring Brands into disrepute or prejudice the interests of ours in any way or is capable of creation of confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Agreement.
It shall be Your sole responsibility to regularly monitor Your networks and traffic sources to ensure full compliance with this Clause at all times.
4.10 | Manipulation/Advising Referred Players to the Detriment of Brands
You shall not advise or incentivise Your Referred Players in any manner which would negatively affect the profitability of the affiliate relationship between You and Us. Prohibited activities include but are not limited to advising Referred Players about ways in which Brand’s Products could be abused or manipulated.
4.11 | Confidential Information
Except as otherwise provided in this Agreement, or except within the Group, or with the consent of any other Parties hereto, all Parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates. During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Brands and/ or the Affiliate Program (including, for example, Fees earned by You under the Affiliate Program). You agree to avoid disclosure or unauthorised use of the Confidential Information to third persons or outside Parties unless You have Our prior written consent and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.
4.12 | Data Protection and Privacy
You understand and agree that for the purpose and in terms of this Agreement, shall not, whether for Direct Marketing or otherwise process any personal data on behalf of any company belonging to the Group. In the light of the foregoing, with respect to any data that you process, as such process is to be deemed completely out of the scope of this agreement, you solely determine the purpose and means of processing and therefore you are in terms of Applicable Laws considered a controller of personal data and that You shall be solely responsible for any shall ensure its full compliance with, inter alia, all legislation, obligations and requests, by any authority in accordance with applicable EU data protection legislation or any legislation the jurisdiction in which You and the Group are domiciled or operate in. For the avoidance of doubt, Brands or the Group shall not, under any circumstances, be considered a controller or a processor of personal data respectively for the purposes of this Clause and/or this Agreement.
You warrant that You will cooperate with Us fully and promptly in the event that We request information on Your data protection practices and You agree that We may monitor such data protection practices to ensure compliance with applicable data protection legislation.
4.13 | Anti-Money Laundering
You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities. It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Rootz Affiliate Program to facilitate criminal activity.
You shall comply fully and promptly with any anti-money laundering related requests as may be required from You by Rootz.
4.14. | “Limitations on Advertising”
The following shall be strictly prohibited: You may not place digital advertisements on websites providing unauthorised access to copyrighted content or otherwise infringing any intellectual property of third Parties.
4.15 | Trademark Infringements
You acknowledge that Group has registered trademarks in relation to the Brand and agree that You shall not infringe or threaten to infringe, or carry out any unauthorised use of the Brand, the Products, or any other Intellectual Property of the:
In the event of a breach of this Clause, We will be entitled to exercise all mean available to enforce or defend Our rights with respect in any given territory, and You shall fully comply with Our requests immediately and without delay.
4.16 | Limitations on URLs
The use of Brand names, including without limitation Wheelz, Wheelz Casino, Wildz, Wildz Casino trademarks or any variation of these names or any use of any words that are confusingly similar, in affiliate URLs is restricted and prohibited. Our Brand name may not be used in a derivative URL or Subdomain. For example:
4.17 | Restricted Territories
Affiliate marketing efforts may not be directed at any person who is resident in any jurisdiction where their participation in online gambling would conflict with Applicable Law, for example, the United States of America and its dependencies. In this regard, it is the sole responsibility of you, the Affiliate, to understand and comply with all Applicable Laws in all the jurisdictions where your Affiliate Sites are accessible and from where Referred Players may originate.
We further cannot accept any traffic coming from .nl sites, third party marketing specifically for The Netherlands and/or any marketing activities in Dutch.
We reserve the right to update this list at any time and to take legal measures against You should You advertise Brands to any individuals within the aforementioned jurisdictions.
4.18 | Restricted Terms
The use of the term ‘Rakeback’ or ’Cashback’ or similar when promoting Our Products and services is prohibited.
4.19 | Information Security
You are obliged to abide by the Information Security Policy at all times.
Please refer to Your account on Omarsys for specific information regarding Your payment model, and the relevant terms below for specific guidance relating to Revenue Share, CPA, or Hybrid Deals, as may be applicable.
5.1 | Terms Applicable to Revenue Share Deals
Under the Revenue Share Deal, You will receive a payment based on income generated by Your Referred Players to each Brand, based on the model outlined below.
We reserve the right to change such model at any time and without notice.
Calculation of revenue share is calculated as follows:
5.2 | Terms Applicable to CPA Deals
Under any CPA Deal, You will receive a predetermined amount for each Referred Player, as agreed with the Affiliate. There shall be no revenue share component under this model.
We reserve the right to change the CPA Deal at any time without notice.
Unless agreed otherwise between the Parties in writing, the first fifty (50) Referred Players under the CPA Deal are to be seen as a test phase in which We will assess the quality of the Referred Players. After the test phase has been completed, We shall, in our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.
5.3 | Terms applicable to Hybrid Deals
Under any Hybrid Deal, Your payment will contain elements of both a Revenue Share Deal and a CPA Deal, based on the models outlined above.
For the avoidance of doubt, the terms applicable to Revenue Share Deals as outlined in Clause 5.1 and the terms applicable to the CPA Deals as outlined in Clause 5.2 shall also apply to Hybrid Deals.
5.4 | Payment Options
Payment shall be made by Us to You by way of the method selected by You upon registration or accessible through the ‘payment information’ section of your account at any time. You may only choose from:
If selecting ‘bank wire transfer’ your bank account must be able to receive euro amounts.
Should You fail to register a valid payment method and full correct details upon acceptance of these Terms and Conditions, We will not contact You to inform You to update Your details. Please contact Us in case you experience any issues with registering a payment method.
We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising. However, we aim to process the Fees earned by You in the previous calendar month by the 15th of the following month.
5.5 | Cross-Tracking
We will endeavour to make sure all Referred Players are cross-tracked to Products that You have chosen to promote, should a Referred Player choose to play a product other than the Product advertised.
###6.0 | Term and Termination
6.1 | Term
The term of this Agreement will commence on approval of Your registration by Rootz in accordance with Clause 1 and shall continue until terminated on notice by either Party.
6.2 | Termination
Notice of termination shall be given in writing by either Party to the other at any time. For the purposes of notification of termination, delivery via e-mail will be considered as a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
We reserve the right to terminate this Agreement immediately upon any breach of this Agreement by You or Your Affiliate Network.
For the avoidance of doubt, in the event of multiple accounts being held by You, We reserve the right to terminate each account separately, or to exercise any termination right which emerges in relation to one account against other accounts, at Our sole discretion.
6.3 | Consequences of Termination
In the event of termination of this Agreement for any reason You will return to Us any Confidential information and/ or Customer Information, and all copies of it in Your possession, custody and control and will cease all uses of any Licensed IP. You will take immediate steps to transfer ownership to Rootz of any derivative URL established by You, at a cost to Rootz not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. You and Rootz and our electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination and shall not affect or limit in any way Our rights pursuant to the Clause 10.1. You will only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Agreement, You shall not be entitled to any unpaid Fees generated after the breach occurred, irrespective of whether this Agreement has been terminated or otherwise, until such breach is remedied. You will not be entitled to any revenue generated after the date of termination. We may withhold the final payment for up to three months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Customers after termination, this shall not and shall not be construed to constitute a continuation or renewal of this agreement or a waiver of termination.
We are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with this Clause 10.1.
For the avoidance of doubt, You shall be solely responsible for the actions of Your Affiliate Networks and for monitoring Your Affiliate Networks to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your Affiliate Network, and We shall be entitled to take any action against You, without limitation, available under this Agreement in respect of such breach.
You will not be treated as an employee with respect to the Employment & Industrial Relations Act (Cap. 452) or any other statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Act.
You shall not make any claims, representations, or warranties in connection with Brands and You shall have no authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by Us.
10.1 | Indemnity
You shall defend, indemnify, and hold Rootz and Our electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:
10.2 | Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program, Brands or payment arrangements (including, without limitation, their functionality, warranties of fitness, Product-ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of Our site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.
10.3 | Limitation of Liability
Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by Us or the Group including loss of profits, revenue, business, contracts, anticipated savings.
For the avoidance of doubt, You shall be solely liable towards Us for breaches of this Agreement by Your Affiliate Networks.
We will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if We have been advised of the possibility of such damages.
Further, Our aggregate liability arising with respect to this Agreement and the Program shall not exceed 10% of the total Fees paid or payable by Us to You in the previous 6 months from when the respective breach occurred under this Agreement.
Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the Fees generated and is limited to direct damages.
10.4 | Remedies
Our rights and remedies in these Terms and Conditions shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision.
You acknowledge that We may, without prejudice to any other right available,
If You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to us in terms of Clauses 4.2, 4.12 and 4.13.
Additionally, Your account is not active or generating profit through Fee payments, We shall have the right to demand payment of the Penalty as well as any additional payment from You
We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged, to do so in compliance with Applicable Law.
You acknowledge, that damages or a Penalty may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the Parties may be enforceable by specific performance, injunction, or other equitable remedy.
Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that the enforcement of Our respective rights and obligations shall not be limited in any way.
The rights and remedies outlined in this Clause, and in these Terms and Conditions, may be exercised against any or all of Your multiple accounts in Our sole discretion.
This Agreement will be governed by the laws of Malta. The MGA in Malta has licensed Rootz LTD, the operator of Wheelz and Wildz, under the provisions of the Gaming Act (2018), the Regulations and Directives, and any subsequent or complementary legislation applicable in Malta.
Any disputes arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) as presently in force, and the Rules of the Malta Arbitration Centre or any other competent courts and/or tribunals in Malta. The language of the proceedings shall be English and the arbitration shall take place in Malta.
Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose and object of this Agreement.
You shall comply with, inter alia, all legislation, obligations and requests, as required by Rootz or by any authority in accordance with applicable legislation in the jurisdiction in which You or Brands are domiciled or operate in.
You warrant that You will cooperate with Us fully and promptly in the event the Group requests information on Your practices and You agree that We may monitor such practices to ensure compliance with applicable legislation. Should the Group discover non-compliance with any applicable legislation, We reserve the right to take any action which it deems necessary, including but not limited to terminating this Agreement with immediate effect, immediate closure of Your account and withholding all funds due to You. You agree to indemnify Us for any damages suffered as a result of a breach of this Clause and this Agreement and Rootz further reserves the right to take any action to which it may be entitled, in the event that it suffers any damage whatsoever due to Your non-compliance with this Clause or this Agreement.
Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. For the avoidance of doubt, this Clause shall not apply to Affiliate Networks.
You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.
Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.