4.2. Boss Casinos shall, upon the request of the Referral Company, pay the
Referral Company each month for services rendered during and/or before the
preceding calendar month. Payments that have been requested and approved shall
be made prior to the 20th day of each month by making the funds payable to
the Referral Company. If the total payable amount of compensation to the Referral
Company in any given month is less than USD 50, the amount shall be made payable
a succeeding month, when the accumulated amount is greater than or equal to
USD 50.
4.3. CLB shall have the right to withhold any and all
payments to the Referral Company if the Referral Company is in breach of
these Terms
and Conditions.
5. Term of Duration and Cancellation
5.1. CLB has the right to cancel Promotion Rights with immediate
effect if the Referral Company is in material breach of these Terms and Conditions.
Such breach includes, but is not limited to, situations when the Referral Company
engages in advertising, marketing, distribution and promotional efforts that
would impair the goodwill and business reputation of CLB or
would expose CLB to legal liability.
5.2. Upon the cancellation
of Promotion Rights, the Referral Company shall immediately return to CLB
any and all materials, over which
CLB has a proprietary right, that are in the Referral Company's
possession and/or in the possession of the Referral Company's agents, servants
and employees. The Referral Company shall also immediately remove any hyperlinks
and materials, over which CLB has a proprietary right, from
the Referral Company's web site and/or the web sites of the Referral Company's
agents.
5.3. If Promotion Rights are canceled, and the Referral Company is
not in default of these Terms and Conditions, the Referral Company shall
have the
right to
continue to receive a Referral Percentage as defined in Section 4.1 for
four months after the day Promotion Rights are cancelled.
5.4. Users that utilize
the facilities and services of CLB, and all information relating
to such Users, shall remain the property of
CLB at all times.
6. Account Statements
6.1. All payments due to the Referral Company shall be made on or before the
twentieth (20th) day of each month, and will reflect payment for services rendered
during and/or before the preceding month. Payment shall be accompanied by a
written statement that specifies the calculation of the sum to be paid to the
Referral Company based on the terms defined in Section 4.1. In addition, statements
may be adjusted by CLB from time to time to reflect overpayments,
customer chargebacks and/or credits or underpayments to customers by CLB
6.2.
The Referral Company shall have the ability to monitor the Referral Percentage
and payments in real time on a secure web site through the use of an online
monitoring system.
7. Exclusivity, Non-Competition and Ownership of Servicename
7.1. The Referral Company agrees, understands and acknowledges that CLB
may enter into agreements of this type with third parties to promote the Service
or a similar version thereof.
7.2. The Referral Company has not paid for the
use of the trademarks, logos, copyrights, trade names or designations belonging
to CLB, and
nothing contained in these Terms and Conditions shall give the Referral Company
any right to, title to or interest in any of them.
7.3. The Referral Company
acknowledges that CLB owns and retains all copyrights and
other proprietary rights, as well as any software
supplied
by CLB, in all of the foregoing. The Referral Company shall
not assert any claim or interest in any trademark, trade name, copyright,
service mark or logo belonging or licensed to CLB, or do
anything to
adversely affect their validity or enforceability. This includes any act
or assistance in any act that may infringe upon, or lead to the infringement
of,
any software copyright.
7.4. Without limiting the generality of the foregoing
terms, the Referral Company shall not itself attempt, 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 CLB. The Referral Company shall not attach any additional
trademarks, logos or trade designations to the Software; and shall ensure
that none of the trademarks (or any variations thereof) appear in any
portion of
the Referral Company's name or any name under which the Referral Company
conducts business. The Referral Company shall not affix a trademark,
logo or trade name
of CLB to any non-CLB product. The Referral
Company shall not alter, erase, deface or overprint any notice of proprietary
rights on anything provided by CLB.
8. Confidentiality and Non-Disclosure
The Referral Company and CLB each agree that each may have
access to, and become acquainted with, confidential information of the other.
The Referral Company and CLB each specifically agree not to
misuse, misappropriate or disclose any such confidential information, directly
or indirectly, to any third party.
9. Representations, Warranties and Indemnity
9.1. The Referral Company warrants, represents and covenants to CLB
that that it has all necessary rights, licenses, permissions and business permits;
and will comply with all applicable laws, rules and regulations in connection
with promoting the Service and/or the CLB Affiliate Program
to Users and others.
9.2. The Referral Company agrees to indemnify and render
CLB harmless against claims, liabilities, causes of action,
damages, judgments,
costs and expenses arising out of, or in any way connected with, any breach
or alleged breach by the Referral Company of any representation, warranty
or agreement contained in this Section 9 or elsewhere in these Terms and Conditions.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of Curacao, Netherlands Antilles.
