Cloudbet Influencer Terms & Conditions
The website 'www.cloudbet.com' is owned and operated by Halcyon Super Holdings BV (Abraham Mendez Chumaceiro Boulevard 03, Curaçao) (hereinafter, “Cloudbet”, “we” or “us”). Cloudbet is licensed and regulated by the Government of Curaçao under the gaming license 1668/JAZ.
By signing up to the Cloudbet Influencer Program or signing an Influencer Insertion Order with Cloudbet, you (hereinafter the “Influencer” or “you”) agree to abide by all the terms and conditions set out herein (together with any Influencer Insertion Order(s), the “Agreement”). “Influencer Insertion Order” means an insertion order substantially in the form attached to these Influencer Terms and Conditions at Schedule 1 sent to you via electronic communications (including details of services, deliverables and fee arrangements), executed by the parties.
You hereby agree and undertake to comply with the following:
1. Our obligations
1.1 Register your Customers
For the duration of each Influencer Insertion Order, we will register Customers you refer to us and track their transactions on Cloudbet.com. We reserve the right to refuse Customers (or to close/block their accounts) if necessary to comply with any requirements we may periodically establish. “Customer” means your visitors who joins our customer database (by way of registering at Cloudbet.com) after arriving at the applicable website via one of your click-through URLs, which will be provided to you when you execute an Influencer Insertion Order. By opening an account with us, they will become our customers and, accordingly, all of our rules, policies, and operating procedures will apply to them.
Cloudbet largely accepts global customers, save for those located in certain restricted jurisdictions set out in clause 7.1 of our Terms of Service (https://www.cloudbet.com/en/help/terms).
1.2 Track Customers’ Play
For the duration of each Influencer Insertion Order, we will track your Customers’ bets, turnover, and revenue.
2. Your obligations
2.1 Linking to Cloudbet.com
You agree to create and maintain unique links from your Site(s) to the websites which are owned, operated or branded by Cloudbet. “Site(s)” means any websites, email newsletters and social media platforms owned, operated or branded by you. You may link to a Cloudbet website with any of our banners, social posts, e-mails, logos, articles or with a text link. This is the only method by which you may advertise on our behalf.
You may not place or advertise links on any website or other medium where the content of the website or medium copies or resembles a Cloudbet website in whole or in part disparages us or otherwise damages our goodwill or reputation.
2.2 Spamming
We will terminate this Agreement immediately without recourse for you if there is any form of spamming or if you advertise our websites or services in any way other than as expressly permitted herein. You shall not make any claims or representations, or give any warranties, in connection with us and you shall have no authority to, and shall not, bind us to any obligations.
2.3 Registering of domain names
You shall refrain from registering (or applying to register) any domain name similar to any domain name used by or registered in the name of Cloudbet, or any other name that could be understood to be connected to Cloudbet.com.
2.4 Bidding on brand terms
You may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to the Cloudbet trade mark or otherwise include the word “Cloudbet”, “Cloudbet Casino”, “Cloudbet Sportsbook” or variations thereof, or include metatag keywords on your Site(s) which are identical or similar to any of the Cloudbet trademarks.
2.5 Agency appointment
For the duration of each Influencer Insertion Order, we grant you the non-exclusive, non-assignable, right to direct Customers to any of our websites in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we may, at our sole discretion, contract with and obtain the assistance of others at any time to perform services of the same or similar nature as yours. You shall have no claim to fees, commissions or other compensation on business secured by or through persons or entities other than you.
2.6 Approved layouts
You will only use our approved advertising creative (banners, html mailers, editorial columns, images and logos) and will not alter their appearance nor refer to us in any other promotional materials other than those that we make available to you.
2.7 Good faith
You will only benefit from Customer traffic actively generated by you in good faith. We reserve the right to retain all amounts otherwise due to you under this Agreement if we have reasonable cause to suspect that you have benefited from any other traffic.
We reserve the right to withhold payments and/or suspend or close accounts where Customers are found to be abusing any Cloudbet offers or promotions whether with or without your knowledge.
2.8 Responsibility for your Site(s)
You will be solely responsible for the development, operation, and maintenance of your Site(s) and for all materials that appear on your Site(s). For example, you will be solely responsible for ensuring that materials posted on your Site(s) are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of your Site(s).
You are responsible for ensuring that any information relating to Cloudbet.com or our other websites that is included on your Site(s) is true, accurate and not misleading in any respect. Should you become aware that any such information is or has become untrue, inaccurate or misleading (whether through notice given by Cloudbet or otherwise), you will correct such information as soon as possible, and in any event within 10 working days.
You shall not open an influencer account on behalf of any other participant. Opening an influencer account for a third party, brokering an influencer account or the transfer of an influencer account is not permitted. Influencers wishing to transfer an account to another beneficial account owner must first obtain our prior written consent
2.9 Tracking link and data sharing
You must use the tracking link provided to you by us for the purpose of this Agreement, otherwise, no guarantee whatsoever can be given for proper registration and attribution of Customers to you by Cloudbet. Furthermore, you undertake not to change or modify in any way any link (including blocking the last click referral URL) or marketing material provided to you by us without first obtaining our prior written content.
You will provide Cloudbet with access to all available data and information regarding each Customer’s user journey to Cloudbet.com, including but not limited to last-click referral URL data.
2.10 Affiliation
No affiliation can be made between your Site(s) and Cloudbet.com.
2.11 License to use Marks
For the duration of each Influencer Insertion Order, we hereby grant to you a non-exclusive, non-transferable license to use our trade name, trade marks, service marks, logos and any other designations, which we may from time to time approve (“Marks”) solely in connection with the display of the promotional materials on your Site(s). This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this license. You shall not assert the invalidity, 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 rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks by any third party.
2.12 Confidential information
During the term of this Agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or the influencer program (including, for example, fees, commissions or other compensation earned by you). You agree to avoid disclosure or unauthorized use of any such 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 purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive termination of this Agreement.
2.13 Data Protection
You shall at all times comply with all applicable data protection laws and regulations (including, without limitation, the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation (2016/679)), and any other related or similar legislation.
2.14 Compliance with laws
You undertake to comply with all applicable laws and regulations (including, without limitation, all anti-bribery and anti-corruption laws and regulations) in the performance of this Agreement.
2.15 Anti-disparagement
You will not disparage Cloudbet or any of its officers, directors, or employees. If we believe that you have breached this provision, you shall have 3 days to rectify the situation or remove the disparaging content upon receiving written notice from Cloudbet, failing which we reserve the right to commence legal proceedings against you. For the purpose of this clause, “disparage” shall mean making any negative comment or statement, whether written or oral, about Cloudbet or any of its officers, directors, or employees, including, without limitation, comments or statements made or transmitted in the press, on the internet or on social media sites. Your obligations with respect to anti-disparagement shall survive termination of this Agreement.
3. Fee payments
You will be paid such fees, commissions or other compensation (“Fees”) as are set out in, and subject to the terms of, an Influencer Insertion Order. If and when Fees become due to you, you shall issue an invoice to Halcyon Super Holdings BV for the total amount of such Fees.
Each invoice shall:
- Include the Influencer Insertion Order (IIO) number to which the Fees relate;
- Include a detailed breakdown of the Fees payable;
- Include details of the Influencer’s nominated bank account and/or wallet (as applicable); and
- Be sent via email to: [email protected], [email protected], and Avinaash V ([email protected])
Invoices will be payable upon receipt and Cloudbet will endeavor to settle each undisputed invoice as soon as reasonably practicable (and in any event within seven (7) days of receipt).
In the event that we suspect fraudulent traffic attributable to you or your Customers, we may delay payment of the corresponding Fees indefinitely while we investigate the player or influencer accounts involved.
The Fees will be paid in such currency as is agreed in the relevant Influencer Insertion Order.
4. Term and termination
This Agreement will begin upon execution of an Influencer Insertion Order between the parties, and will continue either until either party notifies the other that it wishes to terminate the relationship. Termination is at will, with or without cause, by either party. For purposes of notification of termination, delivery via e-mail is considered an immediate form of notification.
Notwithstanding the foregoing:
- In the event that you have not satisfied your minimum performance guarantees agreed in any Influencer Insertion Order (“Performance Guarantees”), you shall not be permitted to terminate this Agreement until such time as either (a) such Performance Guarantees have been satisfied, or (b) you have refunded Cloudbet such portion of Fees as Cloudbet, acting reasonably and in good faith, determines is attributable to such unsatisfied Performance Guarantees; and
- In the event that you have not satisfied your Performance Guarantees at such time as we elect to terminate this Agreement, you shall refund Cloudbet such portion of Fees as Cloudbet, acting reasonably and in good faith, determines is attributable to such unsatisfied Performance Guarantees
Upon termination you must remove all of our banners/icons and other Marks from your Site(s) and disable all links from your Site(s) to Cloudbet. You will return to us any confidential information, and all copies of it in your possession.
For the avoidance of doubt, we may terminate our relationship with you if we determine (in our sole discretion) that your Site(s) is/are unsuitable. Unsuitable sites include, but are not limited to, those that: are aimed at children, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights or breach any relevant advertising regulations or codes of practice.
5. Relationship of parties
We and you are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf.
6. Indemnity
You shall indemnify, and hold Cloudbet, our clients, 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: the performance of your duties and obligations under this agreement; your negligence; or any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our banners and links.
7. Disclaimers
We make no express or implied warranties or representations with respect to this Agreement, the influencer program, about ourselves or any Fees (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our websites will be uninterrupted or error-free and will not be liable for the consequences if there are any.
8. Limit of liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the influencer 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 influencer program will not exceed the total Fees paid or payable to you under 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. Our obligations under this Agreement do not constitute personal obligations of our directors, employees or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral commission generated and is limited to direct damages.
9. Non-waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognized by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to this Agreement or its terms.
10. Governing law
The laws of England will govern this Agreement, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in England and you irrevocably consent to the jurisdiction of its courts.
11. Entire Agreement
This Agreement (including, for the avoidance of doubt, the Influencer Insertion Order(s)) sets out the entire agreement and understanding between the parties and supersedes all other agreements whether written or oral between you and the Cloudbet relating to your provision of influencer services to Cloudbet and such previous agreements (if any) are hereby terminated with immediate effect. You acknowledge and warrant that you are not entering into this Agreement reliant on any representation not expressly set out in this Agreement.
12. Changes to terms and conditions
Cloudbet reserves the right to change any and all terms and conditions you see here at any time without prior notice. Such revisions and additions shall be effective immediately upon notice here within these terms and conditions. You are responsible for reviewing these terms periodically for any modification to these terms that may affect your rights or obligations. Your continued performance of services for Cloudbet pursuant to this Agreement following any update to these terms will constitute your binding acceptance thereof.
