Terms and Conditions
Last updated February 05, 2018
The following document sets out the terms and conditions (the ‘Agreement’) for participating in the Magical Spin Affiliates Program (the ‘Program’).
The Agreement should be read by the individual or entity that may participate in the Program (the ‘Affiliate’). The agreement governs the relationship between EUTHENIE LIMITED, a company duly registered under the laws of the Curacao by means of having its registered office at Emancipate Boulevard 29, Curacao and being regulated and licensed by the Government of Curacao with the Master Gaming Sublicense by CIL Curacao Interactive Licensing N.V., and the Affiliate. The Agreement applies for the duration of the relationship between EUTHENIE LIMITED and the Affiliate. The Agreement applies to all aspects of the Program, including, but not limited to, the application process and the possible membership that follows and the Affiliate’s actions in promoting the Magicalspin.com site and the creation of hyperlinks from the Affiliate’s website(s) to Magicalspin.com(the ‘Links’).
Magical Spin may alter any or all parts of the Agreement at any time (even without prior notice to the contracting party). If applicable, notice will be given by message to the affiliate’s registered email address and will be deemed to be served immediately when sent by Magical Spin. If the Affiliate does not agree to the changes the Affiliate should terminate the Agreement in accordance with its terms. The Affiliate’s continued participation in the Program after Magical Spin have posted changes will constitute binding acceptance of such changes.
Please read the Agreement carefully before joining.
1. Definitions and interpretations
‘Affiliate’ means any natural and legal persons who, after having entered into the Agreement, makes space on their homepage, website(s), other media platform or e-mail, etc. (‘Affiliate Site’ or ‘Advertising Space’) available to Magical Spin for the marketing of the Business and/or Services and acquisition of New Depositors.
‘Sub-Affiliate’ means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on his homepage, website, email or other media platform available to Magical Spin for the marketing of the Business and/or Services and the acquisition of New Depositors.
‘Bonuses’ means any so-called ‘freemoney’, ‘free bets’, ‘free-games’,’money-back’, ‘top-ups’ and/or similar; and/or vouchers, rebates, discounts and/or similar that the New Depositor can utilize as payment for stakes (bets).
‘Brand’ means the name, concept or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brand is and remains the sole property of Magical Spin.
‘Business’ means the Magical Spin’s business consisting of Fixed Odds Betting, the Other Betting and Gaming Activities and New Activities.
‘Confidential Information’ means any information of a commercial value, essential for any of the Parties, such as, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Depositor lists, prospect and New Depositor data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.
‘Commission’ means the compensation due to the Affiliate based on the agreed percentage of Gross Profit generated by the New Depositor at Site.’
‘Database’ means the database regarding Affiliates and New Depositors, containing any Magical Spin proprietary New Depositor data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other Magical Spin databases, as it stands as of the date of the Agreement, and as it stands until the date of the Agreement being terminated. The Databases are assets of a financial value belonging to Magical Spin and represent a substantial investment made by Magical Spin.
‘Intellectual Property Rights’ means any rights in computer software (including source codes), rights in data bases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.
‘Payment Agent’ means the person appointed by Magical Spin to carry out on its behalf and name payments to the Affiliates;
‘Personal data’ means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Depositors and/or Affiliates.
‘New Activities’ means any services or products related to the Business which are not offered through Magical Spin websites as of the date of the Agreement and which will be offered through Site following the date hereof, such as the provision of Casino and Poker game play.
‘New Depositor’ means a new customer having made, in compliance with the from time to time existing Magical Spin terms and conditions (‘the Rules’), a first minimum deposit with the Site, or the equivalent amount in any other by Magical Spin accepted currency, or more, and which deposit is utilized for bona fide transactions with an ultimate aim to establish and enter a normal commercial relationship with Magical Spin within the framework of the Business.
Gross Profit ‘Gross revenue does not take into account other business deductions commonly made by casinos, such as staff costs and hospitality expenses. It also does not include taxes. ‘Gross’ means total, so gross revenue is the total amount of money being earned by the casino. The amount after any expenses are deducted is the net revenue
‘Net Profit’ means the total sum of the following three (3) components:
(i) on sports book activities, all gross monies received by us in respect of all settled bets made by New Depositors after deducting; (i) monies paid out to New Depositors as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) (iii) bad debts; (iv) fraud; (v) returned stakes; (vi) transactions which are reversed by instruction from the card-holder’s bank (commonly referred to as charge-backs); and (vii) voids and bet/deposit bonuses.
(ii) on New Activities, the gross monies received by us in respect, less prize monies (winning) paid out in connection with New Activities, such as on poker activity, the gross rake and buy-in fees less (i)licensing fees, (ii) poker chips bonus, (iii) charge-backs, (iv) bad debts and(v) fraud, (vi) rake back, (vii) cash back or on casino activities, the value of opening balance with the addition of funds transferred in less (i) funds transferred out (ii) closing balance (iii) credits made to users (iv) licensing fees (v) charge-backs (vi) bad debts and (vii) fraud.
(iii) Less arm’s length commission, license fees and/or similar paid out to Third Parties due to profit sharing arrangement, including but not only fees for the Technical platform, affiliates prizes and other similar cost.
For the avoidance of doubt, any amounts referred to herein-above in this definition are amounts attributable to a New Depositor only and are allocated pro rata subject to their participation in the revenue/costs generating events and the Affiliate concerned.
‘Services’ means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized home pages combined with call center staff having the relevant language skills.
2. General scope and object
a) Magical Spin requires third party advertising space to promote its Brands and increase its Business, notably via increasing the number of New Depositors, and from time to time will, in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Magical Spin uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Magical Spin is and remains exclusively responsible for the proper execution of the Agreement.
b) Magical Spin expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary by date. The Affiliate acknowledges that should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met, it may not enter into this agreement and consequently not be entitled to post the link on its website. Should any disadvantages whatsoever arise for Magical Spin or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable.
c) The Affiliate further confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorized to dispose thereof.
d) Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of the Agreement and will have no right of recourse against the other Party in respect thereof.
3. The Affiliate’s integration in the Program
a) Upon conclusion of the Agreement, a unique partner identification code is assigned to integrate the Affiliate in the Technical Platform. By means of the link code assigned within the scope of the Magical Spin Affiliate strategy, New Depositors acquired via the link on the Affiliate’s website and the bets placed during such sessions are registered and/or can be further tracked.
b) The preparation of additional advertising material relating to Magical Spin is only permissible with Magical Spin’s consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by Magical Spin.
c) A change of the URL address of the Affiliate Site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.
4. The Links
a) The Affiliate agrees to give Magical Spin the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
b) The Affiliate shall ensure that the Affiliate does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.
c) In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain Magical Spin’s written consent.
d) The Affiliate 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 any of Magical Spin’s trademarks or otherwise include the word ‘Magical Spin’, ‘Magical Spin Sports’, ‘Magical Spin Sportsbook’,’ Magical Spin Casino’, ‘Magical Spin Poker’, ‘Magical Spin Affiliates’ or variations thereof, or include met a tags on the Affiliate Site which are identical or similar to any of Magical Spin’s trademarks.
e) Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of Net Profit or any Fees (or any other remuneration from Magical Spin) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child or sibling.
f) The Affiliate shall indemnify on demand and hold harmless Magical Spin from and against any and all losses, demands, claims, damages, costs, expenses (including 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 Magical Spin in consequence of any breach by the Affiliate of the Agreement.
g) The Affiliate shall not:
i. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Affiliate Site to access the Site (e.g. by implementing any ‘rewards’ program for persons or entities who use the Links on the Affiliate Site to access Site);
ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Magical Spin by any person or entity;
iii. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site;
iv. engage in transactions of any kind on the Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
v. take any action that could reasonably cause any end user confusion as to Magical Spin ‘s relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
vi. Other than providing the Links on the Affiliate Site in accordance with the Agreement and any promotion contemplated by Clause4 (j), post or serve any advertisements or promotional content promoting Site;
vii. post or serve any advertisements or promotional content promoting the Site or otherwise around or in conjunction with the display of the Site (e.g., through any ‘framing’ technique or technology or pop-up windows or pop-under windows), or assist, authorize or encourage any third party to take any such action;
viii. Attempt to artificially increase monies payable to the Affiliate by Magical Spin;
ix. cause the Site (or any page thereof) to open in a visitor’s browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or
x. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Program.
xi. Use any form of spam (including search engine spamming) or unsolicited mail in its attempts to refer New Depositors to the Site.
xii. Be under eighteen (18) years of age; and he/she is obliged to provide Magical Spin upon simple request at any time a copy of his/her ID and billing address if needed. Magical Spin reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at Magical Spin’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.
xiii. Magical Spin determines, in its sole discretion, which the Affiliate has engaged in any of the foregoing activities or doubtful patterns, and the list above is not limitative. As a result, Magical Spin may without limiting any other rights or remedies available to it, (a) withhold any monies otherwise payable to the Affiliate, in particular adjust the commission earned on the offending player in the affiliate account to 0%, sever the relationship between the affiliate and the player account and/or (b) close the player and/or affiliate account and/or immediately terminate the Agreement.
h) If the Affiliate contacts any of the Affiliate’s users to promote the Site or the Links, the Affiliate shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Magical Spin and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not Magical Spin.
i) The Affiliate shall at all times comply with the reasonable data protection standards and any other related or similar legislation.
5. Magical Spin’s Obligations and rights
a) Magical Spin shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.
b) Subject to the Affiliate complying with Magical Spin’s instructions with regard to tracking of New Depositors accessing the Site via the Links on the Affiliate Site, Magical Spin shall use reasonable endeavors to ensure that whenever a New Depositor links to the Site through the Links on the Affiliate Site and they subsequently place a bet with Magical Spin, the relevant New Depositor is identified as originating from the Affiliate Site. However, Magical Spin shall not be liable to the Affiliate in any way if Magical Spin is unable to identify a New Depositor as originating from the Affiliate Site.
c) Magical Spin shall be entitled to exercise any of its rights or fulfill any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within the group of companies containing Magical Spin.
d) Magical Spin shall have the discretionary right to accept or decline any offer to execute the Magical Spin General Affiliate Marketing Agreement. In the event Magical Spin declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.
e) We reserve the right to update and change the Terms and Conditions from time to time without notice. Any amendments, modifications, enhancements or changes to The Program (including the release of new features and resources made available by us from time to time) shall be subject to these Terms and Conditions. Continued use of The Program after any such changes shall constitute your consent to such changes.
f) The COMPANY reserves the right, without liability to you, to reject your application without reference to you or assigning any reason thereto.
g) If we suspect the Terms and Conditions have been breached, or the occurrence of fraudulent traffic, payment requests may be held over for investigation and your account may be frozen until we can validate that there has been no breach of the Terms and Conditions.
h) We track and report all player activity for the purposes of calculating your affiliate earnings.
i) No payment shall be due if the Company has reason to believe that traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement between the Affiliate and the Company.
6. Commission, Payment and Payment Terms
a) The Affiliate in the Program shall be entitled to receive, on a monthly basis a revenue based on a percentage (to be agreed upon between the parties) of the Net Profit (‘Commission’).
b) The Affiliate shall be entitled to receive the Commission for each New Depositor for a lifetime value from the date of the first deposit made by the New Depositors, except in the event of a termination of the Agreement. In the event of termination, the payment of the Commission shall end after a period of 6 months following the date of the Agreement’s effective termination.
c) To receive revenue based on a percentage of the Net profit of his Sub-Affiliate, the Affiliate shall register the Sub-Affiliate through the Program. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Program. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 5% of his Sub-Affiliate’s Commission based on GGR.
d) Magical Spin shall provide the Affiliate with statements accessible through the Technical Platform at www.Magical Spin.com detailing the number of New Depositors and the Affiliate’s share of Net Profit, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Magical Spin shall record the Affiliate’s total share of Net Profits, if any, during the previous calendar month (‘Commission’). If the Affiliate has chosen to be paid by any other means other than to a Magical Spin Player Account (such as Moneybookers, Neteller or National or International WireTransfer) and if a Revenue Share does not exceed 50 Euro or similar, Magical Spin shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 50 Euro or similar.
e) It is understood and agreed that Affiliate has at any time secured real time access to the Technical Platform, always provided that Magical Spin does not object such access for duly motivated reasons, such as network and IT maintenance and/or security threats. Affiliate understand sand accepts that the real time data of the Technical Platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall Magical Spin provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Gross Profits and the commissions of each Affiliate.
f) Affiliate understands and accepts that access to the Magical Spin Affiliates Technical Platform, including without limitation the Affiliate Software back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).
g) All payments to Affiliate shall be made by a Payment Agent appointed by Magical Spin. Both Parties agree and acknowledge that Magical Spin may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided Magical Spin is and remains exclusively responsible for payment of any amounts due.
h) All payments required to be made under the Agreement shall be made in Euro. The applicable exchange rate, if any, shall be the ones from time to time used by Magical Spin for internal Group reconciliation purposes, as for currently reported by OANDA(http://www.oanda.com) a registered Futures Commission Merchant (FCM) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association. For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable and the Affiliate is individually responsible for withholding tax, VAT and social fees.
i) Invoices and payment are processed automatically through the Magical Spin technical platform. Payments shall be made by the end of each month.
j) In the calculation of Net Profit, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses, the said balance will be set to zero at the beginning of each month. No negative carry over will be taken into account from one month to another in the calculation of the Commission due to the Affiliate.
7. Intellectual Property
a) Nothing in the Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of the Agreement.
b) All Intellectual Property Rights created and/or deriving out of the Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Magical Spin, and Affiliate shall have absolutely no rights therein.
c) Magical Spin grants the Affiliate a non-exclusive and worldwide right to display the Magical Spin Brand features and related content (the ‘Magical Spin Content’) during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in the Agreement and in accordance with Magical Spin’ guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Magical Spin to its New Depositors from time to time shall remain the property of Magical Spin. The Affiliate is not permitted to use the Magical Spin Content in any way that is detrimental to Magical Spin or the reputation or goodwill of Magical Spin. The Affiliate is not permitted to alter or modify in any way the Magical Spin Content without the express prior written consent of Magical Spin.
d) In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Magical Spin’s trademarks or otherwise include the word ‘Magical Spin’, ‘Magical Spin Sports’, ‘Magical Spin Sportsbook’, ‘Magical Spin Poker’, ‘Magical Spin Casino’, ‘Magical Spin Affiliates’ or variations which are identical or confusingly similar to any of Magical Spin’s trademarks.
e) The Parties agree that the right mentioned in Clause 7 (c) is non-transferable and terminable at any time at the instance of Magical Spin.
f) The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Site, nor will the Affiliate create the impression that the Affiliate Site is the Site (or any part thereof).
g) Upon termination of the Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in the Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Magical Spin Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Magical Spin proprietary information, materials or works.
a) Each party to the Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into the Agreement, to grant to the other party the rights and licenses granted in the Agreement and to perform all of its obligations under the Agreement.
b) Each party to the Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable it to fulfill its obligations under the Agreement and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3 and all applicable laws and regulations.
c) The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights and shall not link to any such material.
d) The Affiliate warrants that it shall at all times comply with any local and international data protection standards any other related legislation and the Affiliate shall indemnify on demand and hold harmless Magical Spin from and against any and all losses, demands, claims, damages, costs, expenses (including 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 Magical Spin as a result of any breach by the Affiliate of this warranty.
e) Magical Spin is associated with companies working for the prevention of gambling addiction (Gam care). The Affiliate should provide all the information to fight the dependence on game. The Affiliate should place links directed to the aforementioned sites.
f) The Affiliate agrees to work to ensure a lack of access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.
Magical Spin makes no representation that the operation of the Site will be uninterrupted or error-free and Magical Spin will not be liable for the consequences of any interruptions or errors.
The Affiliate (the ‘Indemnifying Party’) shall indemnify on demand and hold blameless Magical Spin and each of its associates, officers, directors, employees, agents, shareholders and partners(the ‘Indemnified Party’) from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation 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 the Indemnified Party in consequence of any breach, nonperformance or non-observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in the Agreement.
11. Exclusion of Liability
a) Nothing in this Clause shall limit Magical Spin
‘s liability resulting from willful misconduct.
b) Magical Spin shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
i. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
ii. any loss of goodwill or reputation; or
iii. any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of the Agreement, or any other matter under the Agreement.
c) The liability of Magical Spin shall not, in any event, exceed the sum of the total monies paid by Magical Spin to the Affiliate over the12 months period preceding the date on which such liability accrued.
12. Term and Events of Default
a) This Agreement shall start on the date that Magical Spin notifies the Affiliate that its application has been successful in accordance with Clause 4. This Agreement shall continue thereafter unless and until terminated in accordance with Clauses 13 (b), (c) and (e) (hereinafter the