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 TERMS AND CONDITIONS

 

THIS AGREEMENT (the "Agreement") is entered into by and between ReferIncome and the Reseller.

 
  1.  Terms & Conditions

  2. Obligations of ReferIncome

  3. Obligations of Reseller

  4. Compensation

  5. Term and Termination

  6. Accounting Statements

  7. Audit Rights

  8. Exclusivity, Non-Competition and Ownership of Service Name

  9. Confidentiality and Non-Disclosure

  10. Representations, Warranties and Indemnity

  11. No Representation or Guarantee Regarding Profits or Income

  12. Assignment

  13. Binding Effect

  14. Severability

  15. Further Acts

  16. Notices

  17. Dispute Resolution

  18. Relationship of the Parties

  19. Entire Agreement

  20. Governing Law

  21. Survival of Rights

  22. Headings

RECITALS

A.

ReferIncome is in the business of producing, marketing and promoting on-line casino, sports book and lotteries entertainment Services which are accessed through the use of a personal computer, modem and/or direct Internet access.
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B.

Reseller undertakes to have ReferIncome produce a gaming web site service for the Reseller web site (the "Service"), and Reseller desires to market and promote the Service. This Service will be advertised, marketed and promoted under the name "ReferIncome".
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C.

Reseller desires to obtain from ReferIncome, and ReferIncome agrees to grant Reseller the non-exclusive right and license to advertise, market and promote the Service, in accordance with the following terms and conditions.
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TERMS AND CONDITIONS
1.

Grant of Promotion and Distribution License
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1.1

ReferIncome grants to Reseller the non-exclusive, non-transferable right and license to advertise, market and promote the Service, in accordance with the terms and conditions hereof.
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1.2

ReferIncome grants to Reseller the non-exclusive, non-transferable right and license to distribute to Reseller customers, in accordance with the terms and conditions herein, the specialized casino and gaming "Software" (the "Software") which enables access to the Service. Reseller shall not under any circumstances reverse engineer, disassemble, decompile, or otherwise attempt to render source code from the "Software", or to reproduce or distribute the "Software" in source code format. Reseller acknowledges and agrees that the "Software" is the proprietary property of ReferIncome, and that it embodies substantial creative rights, confidential and proprietary information, copyrights, trademarks and trade secrets, all of which shall remain the exclusive property of ReferIncome and/or its licensors. Reseller agrees to include such proprietary rights notices, markings or legends on any advertisements or promotional materials for the "Software" as ReferIncome shall reasonably specify from time to time. The notice shall be as small as possible while still remaining legible to the average viewer.
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1.3

All other rights and licenses not expressly granted to Reseller herein are reserved by ReferIncome. Return to Top | Back

1.4

Reseller acknowledges that ReferIncome will not permit persons residing in Canada to place a wager through the use of the Services contemplated herein. No payment will be made to reseller for customers who utilize ReferIncome's Play for Fun Services.
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2.

Obligations of ReferIncome

2.1

ReferIncome will provide access to; (a) casino style games (b) sports book, (c) lottery ticket distribution, (c) Merchant accounts, (d) credit card authorization, (e) fraud control, for billing; (f) financial management of receivables including call reports and accounting services, all in accordance with standard practices and procedures. The choice of content for the Service, and the choice of persons retained to deliver the Service's, shall be determined by ReferIncome in its sole discretion.
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2.2

ReferIncome shall retain the right to provide the Service in what ever form ReferIncome deems appropriate. Return to Top | Back

2.3

ReferIncome shall retain the right to change any part of the Service at anytime, without notice to Reseller, in whatever manner ReferIncome deems appropriate.
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2.4

ReferIncome shall retain the right to cancel any part of the Service at any time, without notice to Reseller, in whatever manner ReferIncome deems appropriate.
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2.5

Notwithstanding anything in this Agreement, ReferIncome shall not be held responsible or liable for any loss of income or loss of ability to produce income, on the part of the Reseller, arising from any inability of ReferIncome to deliver the Services contemplated in this Agreement for any reason whatsoever, whether ReferIncome is at fault or whether a third party is at fault.
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3.

Obligations of Reseller

3.1

Reseller shall use best commercially reasonable efforts to actively and effectively advertise, market and promote the Service as widely and aggressively as possible so as to maximize the financial benefit to Reseller and to ReferIncome. Reseller shall only engage in advertising, marketing and promotional efforts which do not violate any law and which reflect positively upon the business reputation of ReferIncome and its clients. In particular, Reseller agrees to market the product in a manner that is consistent with the content and style of the Service. Reseller may not make add any sponsored links in any search engines. In connection therewith, ReferIncome shall have the right to review and approve (approval shall not be unreasonably withheld) the manner and methods of advertising, marketing and promotion used by Reseller in connection with the Service. Approval may be withheld, or account may be terminated if ReferIncome determines, in its sole discretion, that any such activities would tend to reduce the value of, or would impair ReferIncome's or its client’s goodwill and business reputation, or woiuld infringe on any trademarks, trade name, copyright, service mark or logo or would expose ReferIncome to l legal liability.
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3.2

Notwithstanding any approval by ReferIncome given in accordance with section 3.1 of this Agreement, ReferIncome shall under no circumstances be held liable for, and Reseller shall indemnify, defend and hold ReferIncome harmless against, any and all claims asserted against ReferIncome by reason of Reseller's marketing and promotional efforts undertaken hereunder.
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3.3

Reseller shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service, including but not limited to all costs relating to the marketing.
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4.

Compensation

4.1

As used herein, "Reseller Percentage" shall mean the percentage paid to Reseller of the actual net revenue received from a user (the "Customer") for approved use of the Service. Commissions are derived by calculating the total wagers (income) less payouts, free money, charge backs and progressive contributions. The remaining amount is the casinos net income (Net Gaming Revenue) or purchase amounts wagered and spent. Your commission is calculated on a percentage of the Net Gaming Revenue. Commissions are calculated by adding the income for all your referred players for the month and applying the valid commission percentage. ReferIncome does not carryover negative revenue balance from one month to the other. i.e a negative balance in one month will not affect the balance of subsequent month. For sportsbook: The affiliate account must have a minimum of 5 sportsbook wagering players for the month for negative balance to be disregarded. No minimum is required for casino and poker. Please note there is a $50 charge for International Checks.
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Charge backs:

Should the player process a Charge-back, the disputed or Charged-back revenue generated by yourself will be forfeited and therefore deducted from the total balance of commissionable revenue used to calculate your commission for the month during which the Charge-back is affected. Should the deduction of the Charge-back create a negative balance in respect of commissionable revenue, you will have to generate commissionable revenue to recover from the negative balance to a positive one before you can start earning commission again. Our casino and poker clients do everything in their power to prevent chargeback abuse. (We do not carry over negative balances to the next month).
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4.2

ReferIncome shall pay Reseller monthly, in accordance with this contract for the preceding calendar month. Payments will be made by the 20th of every month. In the event that the commission to be paid to you in any calendar month is less than $50 (the "Minimum Amount"), ReferIncome will not be obligated to make the payment until such time as the earnings are equal to or greater than the Minimum Amount. ReferIncome retains the right to review all earnings for possible fraud, where such fraud may be on the part of the Real New Player or on your part. Any incidence of fraud on your part constitutes a breach of this Agreement, and ReferIncome retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that ReferIncome deems that fraud has occurred, either on your part or on the part of a Real New Player, you shall not be entitled to receive any earnings which have accrued to your benefit at such time whether such earnings were generated through fraud or otherwise. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving earnings and ReferIncome will not be held liable for your delayed receipt of earnings due to your provision of inaccurate details. Payments are made using the following payment mechanisms: Checks or Wire Transfer.
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5.

Term and Termination

5.1

This Agreement shall commence and be deemed effective on the date when accepted by an authorized representative of the Reseller (the "Effective Date"). This Agreement shall be deemed to be accepted by the Reseller when the Reseller chooses "YES" to the "ReferIncome WAGERING AND GAMING PARTNERS AGREEMENT" and hits the submit button on the Reseller Sign-Up page. ReferIncome reserves the right to terminate this agreement at anytime.
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5.2

Upon termination of this Agreement, Reseller shall immediately return to ReferIncome any and all ReferIncome materials which ReferIncome has a proprietary right in that are in Reseller's possession and/or in the possession of Reseller's agents, servants and employees.
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5.3

Customers using ReferIncome's facilities and all information relating to these customers shall remain the property of ReferIncome at all times during the operation of this contract and after termination.
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6.

Accounting Statements

6.1

All payments due to Reseller by ReferIncome shall be made on or before the twentieth (20) day of each month for the immediately preceding calendar month and shall be accompanied by a written statement which specifies the gross revenues received by ReferIncome with respect to the Reseller customers, the number of Reseller Customers wagering and the calculation of the monies being paid to Reseller. Additionally, statements may be adjusted by ReferIncome from time-to-time to reflect overpayments, consumer charge backs and/or, credits or underpayments by ReferIncome.
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7.

Audit Rights

 

Reseller may designate a Chartered Accountant to examine the books and records of ReferIncome with respect to this Agreement. Said examination shall be at Reseller's sole cost and expense and may be conducted no more than once annually during normal business hours and no sooner than five (5) business days after Reseller gives written notice of such audit to ReferIncome. Accounting statements rendered by ReferIncome shall be deemed conclusive if not challenged by Reseller within thirteen (13) months after being rendered.
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8.

Exclusivity, Non-Competition and Ownership of Service Name

8.1

Reseller agrees, understands and acknowledges that ReferIncome may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.
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8.2

Reseller has not paid consideration for the use of ReferIncome's or ReferIncome licensors' trademarks, logos, copyrights, trade names, the Service name referred to in Recital B, or designations, and nothing contained in this agreement shall give Reseller any right, title or interest in or to any of them. Reseller acknowledges that ReferIncome and ReferIncome licensors own and retain all copyrights and other proprietary rights in all of the foregoing, as well as any Software supplied by ReferIncome. Reseller shall not at any time during or after this agreement, assert or claim any interest in or to, or do anything which may adversely affect the validity or enforceability of, any trademark, trade name, copyright, service mark or logo belonging or licensed to ReferIncome (including any act or assistance to any act which may infringe or lead to the infringement of any copyright in the "Software"). Without limiting the generality of the foregoing, Reseller shall not attempt to register, or assist any third party in attempting to register any trademark, trade name or other proprietary right with any governmental agency, federal, provincial, local or otherwise, or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of ReferIncome. Reseller shall not attach any additional trademarks, logos or trade designations to the "Software" and shall ensure that none of the trademarks (or any variation thereof) appears in any portion of Reseller's name or any name under which Reseller does business. Reseller shall not affix a trademark, logo or trade name of ReferIncome or ReferIncome Licensors to any non-ReferIncome product. Reseller shall not alter, erase, deface or overprint any proprietary rights notice on anything provided by ReferIncome.
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9.

Confidentiality and Non-Disclosure

9.1

Reseller and ReferIncome each agrees that during the course of this Agreement, each may have access to and become acquainted with Confidential Information of the other. Reseller and ReferIncome each specifically agrees that it shall not misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party or use any such Confidential Information in any way, either during the Term of this Agreement or at any time thereafter. Reseller and ReferIncome each acknowledges and agrees that the sale or unauthorized use or disclosure of any such Confidential Information obtained by the other during the Term of this Agreement shall constitute unfair competition and shall cause the party owning the Confidential Information to suffer great and irreparable harm. Reseller and ReferIncome each further acknowledge and agree that, except as otherwise provided in this Agreement, all such Confidential Information is and will remain the sole and exclusive property of the disclosing g party. The terms of this Section shall survive the expiration or termination of this Agreement.
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9.2

For purposes of this section 9, "Confidential Information" means (a) discoveries, concepts and ideas, whether patentable or not; (b) business or technical information, including but not limited to product or Service plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (c) any information designated as "confidential", "proprietary", or "secret" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, proprietary or secret.
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9.3

The obligations of section 9.1 shall not apply to the extent that any Confidential Information (a) becomes generally available to the public through no fault of the party to whom it was disclosed; (b) is or has been disclosed to such party directly or indirectly by a person under no obligation of non-disclosure to the disclosing party; or (c) is required to be disclosed under any laws, rules, regulations or governmental orders provided, however, that the party to whom it was disclosed shall have the burden of proving any of the foregoing exceptions by conclusive relevant evidence.
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9.4

Notwithstanding anything to the contrary contained herein, the parties agree that the financial terms and conditions of this Agreement are to remain strictly confidential, and that neither party will disclose such financial terms and conditions to any third party without the prior written consent of the other party. This section shall not apply to disclosures which are required by law (such as ReferIncome reporting requirements), by order of a court with competent jurisdiction, or to each party's respective attorneys, accountants, and business advisors under a similar duty of confidentiality.
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10.

Representations, Warranties and Indemnity

10.1

Reseller warrants, represents and covenants to ReferIncome that: (a) Reseller has the full legal right, power and authority to enter into and perform this Agreement, and to grant to ReferIncome the rights set forth in this Agreement; and (b) Reseller will obtain all necessary rights, licenses, permissions, business permits, and will comply with all applicable laws, rules and regulations in this connection in offering the Service to end-users.
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10.2

Reseller agrees to indemnify and hold ReferIncome harmless, and further agrees to defend ReferIncome through the service of an attorney chosen and approved by ReferIncome, from and against any and all claims, liabilities, causes of action, damages, judgments, costs and expenses (including reasonable attorney's fees) arising out of or in any way connected with any breach or alleged breach by Reseller of any representation, warranty or agreement contained in this section 10, or elsewhere in this Agreement.
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10.3

In no event shall ReferIncome be liable to the Reseller, Reseller's customers or any other third party claim for any indirect, special, or consequential damages, including lost profits, whether based upon a claim or action of contract, warranty, negligence, or other tort or breach of any statutory duty, indemnity or contribution, or otherwise arising out of this agreement, or the use and promotion of the Service, and/or any other act or omission relating to the Service in any connection to the sale or promotion of the Service, even if, in any such case, ReferIncome has been advised of the possibility of such damages.
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11.

No Representation or Guarantee Regarding Profits or Income

 

Reseller agrees, understands and acknowledges that the ReferIncome, it's parent company, it's sub entities, it's agents, it's officers, it's directors, it's shareholders, and/or accountants have made no representation of any nature whatsoever to Reseller and/or "Reseller's agents, servants and/or employees regarding profits, income, or money which Reseller may obtain or generate from the Service and/or from entering into this "Agreement" and/or from marketing and/or promoting any version of this Service, and/or form any other matter relating to this "Agreement" and/or to the subject matter of this "Agreement". Any expression by ReferIncome in this regard is an expression of opinion only and Reseller agrees understands and acknowledges that they have not been induced to, and/or persuaded thereby to, enter into this "Agreement" and that Reseller has entered in to the Agreement of their own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and after obtaining independent advice and counsel from their accountant, their attorney, and their financial advisors.
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12.

Assignment

 

This Agreement and rights and duties hereunder may not be assigned or transferred, either in whole or in any part by Reseller without the express prior written consent of ReferIncome, which consent shall not be unreasonably withheld.
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13.

Binding Effect

 

This Agreement and the provisions hereof shall be binding upon and inure to the benefit of the subsidiaries, affiliates, officers, directors, employees, agents, families, heirs, beneficiaries, executors, administrators, personal representatives, successors-in-interest and assigns of the respective parties hereto, and any entity which acquires either of the respective parties hereto.
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14.

Severability

 

If it is determined by a court of competent jurisdiction that any provision contained in this Agreement is illegal or unenforceable, such determination shall solely affect such illegal or unenforceable provision and shall not affect the validity or enforceability of the remaining provisions of this Agreement.
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15.

Further Acts

 

Each party agrees to perform such further acts and to execute and deliver to the other party any and all further documents which are required to carry out the purpose and intent of this Agreement or any of the provisions contained herein.
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16.

Notices

 

Except as otherwise provided herein, all notices, payments, or any other communications provided for herein shall be in writing or emailed and shall be given by email or personal delivery, or by mail, certified or registered, postage prepaid, return receipt requested, sent to the other party to this Agreement to whom it is given at the address set forth below, or such other address as either party to this Agreement may direct by notice given in accordance with the provisions of this Section. All notices shall be deemed effective upon personal delivery, or seven (7) days following deposit in the mail, or three (3) days following delivery through electronic mail (email):

TO: ReferIncome email: support@referincome.com
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17.

Dispute Resolution

17.1.

Agreement to Submit to Binding Arbitration. Except as otherwise provided below, the parties agree to submit disputes between them relating to this Agreement and its formation, breach, performance, interpretation and application to binding arbitration as follows.
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17.2.

Notice. Each party will provide written notice to the other party of any dispute within six (6) months of the date when the dispute first arises or occurs. If a party fails to provide such notice, recovery on the dispute will be barred.
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17.3.

Arbitration Rules. Arbitration will be conducted in Antigua , pursuant to the Arbitration legislation then in effect in the Antigua . Except as otherwise agreed, the arbitration shall be conducted by a single arbitrator. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction. Return to Top | Back

17.4.

Costs and Attorneys' Fees. Unless the arbitrator finds that exceptional circumstances require otherwise, the arbitrator will grant the prevailing party in arbitration its costs of arbitration and reasonable attorneys' fees as part of the arbitration award.
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17.5.

Exceptions. Neither party will be required to arbitrate any dispute relating to actual or threatened: (a) unauthorized disclosure of Confidential Information; or (b) violation of ReferIncome's proprietary rights. Either party will be entitled to receive in any court of competent jurisdiction injunctive or other equitable relief, in addition to damages, including court costs and fees of attorneys and other professionals, to remedy any actual or threatened violation of its rights with respect to which arbitration is not required hereunder. Return to Top | Back

18.

Relationship of the Parties

 

This Agreement does not create a partnership or joint venture between the parties hereto and neither party shall have the power or authority to obligate or bind the other in any manner whatsoever.
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19.

Entire Agreement

 

This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof. This Agreement may not be changed nor modified, nor may any provision hereof be waived, except in a writing signed by the parties hereto.
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20.

Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of Antigua .
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21.

Survival of Rights

 

Notwithstanding anything to the contrary contained in this Agreement, any obligations which remain executory after expiration of this Agreement shall remain in full force and effect until discharged by performance and such rights as pertain thereto shall remain in full force and effect until their expiration. Return to Top | Back

22.

Headings

 

The headings used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for purposes of reference. Such headings shall be not deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
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