Affiliates Terms & Conditions
It is important that you carefully read our Terms & Conditions and that you agree to them before we commence our Affiliate Partnership.
By completing the application form (the “Affiliate Registration Form”) for Spree’s Affiliate Program (the “Affiliate Program” and/or “us”) and clicking “Signup” on the form, you (hereinafter the “Affiliate”) hereby agree to abide to and comply with all the Terms and Conditions set out in this document and the Privacy Policy of the website https://partners.xcite.ltd/login/ (together the “Agreement”)
This Agreement shall enter into effect on the date the online Affiliate Registration Form is submitted and approved by the Affiliate Program.
1. PURPOSE
1.1 Xcite Affiliate Program is run and operated via the website https://partners.xcite.ltd/login/ by Spree Services Limited company incorporated and registered under the laws of Isle of Man, with company number 021217V and registered office at Second Floor, 18-20 North Quay, Douglas, IM1 4LE, Isle of Man.
1.2 The Affiliate maintains and operates one or more websites (hereinafter collectively referred to as “the Affiliate Website”) and refers potential customers through these Affiliate Website and/or other channels.
1.3 This Agreement shall govern our relationship with you as an Affiliate of Xcite Affiliate Program in relation to the promotion of Our Brands (as defined below) whereby you will be paid a commission as defined herein depending on the traffic generated to Our Brands, subject to the terms and conditions of this Agreement and any relevant Insertion Order separately agreed by You and Us.
1.4 Xcite reserves the right to amend, alter, delete or add any of the provisions of this Agreement, at any time and at its sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our website https://partners.xcite.ltd/login/. Any such modification will take effect within two (2) calendar days after the date of posting any updated version of the Agreement or sending any notification by email (whichever is the earlier).
1.5 Your continued (i) participation in the Affiliate Program, (ii) use of Spree’s website, https://partners.xcite.ltd/login/and/or Marketing Materials (as defined below), or (iii) acceptance of any Affiliate Fee from the Affiliate Program constitutes your irrevocable acceptance of this Agreement (including any modifications). Accordingly, you are required to comply at all times with the Website’s Privacy Policy, the Terms and Conditions of this Agreement, and any additional rules or guidelines communicated to you by the Affiliate Program.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
2.1. "Account" means a uniquely assigned account that is created by a Customer when he/she (a) successfully registers for the Services via a Tracker and (b) makes an initial real money transaction and/or purchase.
2.2. “Affiliate” means you.
2.3. "Affiliate Fee" refers to the amount due and payable to you, calculated solely based on the Affiliate Program system's data and in accordance with the fees agreed from time to time through the relevant Insertion Order and subject to the terms of this Agreement.
2.4. "Affiliate Section" refers to the password-protected area of the Website accessible to you using the security code assigned upon your registration as a participant in the Affiliate Program, along with your associated password. This section offers exclusive member-only functionality, including tools to view relevant statistics, update your profile, create additional Trackers, and select banners or text links.
2.5. “Clients” shall mean any third party who licenses to the Affiliate Program the use of any trade name, mark, brand, logo, design including any other Intellectual Property Right, for the purpose of promoting their brand to potential Customers through the Affiliate Program.
2.6. "Cookie Tag" means a small data file assigned to an end user upon accessing the website and accepting the cookie preferences, used to track the user's interactions with the website. The Cookie Tag remains valid for a specified duration and determines the attribution of the user's activity to the relevant traffic source, as set out by the Affiliate Program.
2.7. "Customer(s)" means any person who has opened an Account through your Tracker, has not previously held an Account with Our Brands, completes the registration process and eligibility criteria of Our Brands, including but not limited to geographical, legal and age requirements, and makes a real-money purchase at least equivalent to the minimum required amount into their Account,. provided they do not have a Cookie Tag from the Affiliate Program prior to the date of registration.
2.8. "Fraud Traffic" refers to any purchases, revenues, or traffic generated through the Services by illegal or fraudulent means, or any actions undertaken to defraud us, as determined solely at our discretion. This includes, but is not limited to, transactions involving stolen credit cards, collusion, manipulation of the Services or systems, abuse of bonuses or other promotions, and unauthorized use of third-party accounts, copyrights, trademarks, or other intellectual property rights (including our own intellectual property rights). For the avoidance of doubt, "Fraud Traffic" also encompasses any activities defined as such under Section 8 or elsewhere in this Agreement.
2.9. "Marketing Materials" means banners and text links (which includes Trackers that are made available by us on the Affiliate Section, that you may use to connect Customers to our Services from your Affiliate Website and any other marketing materials (which may include Our Brands) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.10. "Our Brands" means the brands owned by us and/or our Clients, as detailed in Annex 1, which may be amended from time to time at our sole discretion, including but not limited any logo, trademark, domain name, or trade name that incorporates or is confusingly similar to Our Brands, as well as any additional logos, trademarks, domain names, or trade names owned by us and/or our Clients from time to time, including those associated with the Website and/or the Affiliate Program.
2.11. “Regulatory Advertising Guidelines” means any law, regulation and/or guideline, as updated time by time, which applies to the advertising, marketing and operation of Our Brands licences as issued by the relevant authorities.
2.12. "Services" means any product or service provided to Customers through Our Brands.
2.13. "Spam" means any email or other electronic communication sent by you, directly or indirectly, that markets, promotes, or otherwise references us, Our Brands, the Website, and/or our Services, or that contains any Marketing Materials, Our Brands, or Trackers, which violates our Electronic Marketing Rules outlined in Section 9 of this Agreement. This term also includes communications that breach the terms and conditions of this Agreement or any applicable laws, regulations, rules, or guidelines governing your or our activities.
2.14. "Tracker(s)" means the unique Tracking URL codes provided exclusively by us to you. These codes are used to track the activities of Customers and potential Customers and to calculate your Affiliate Fee in accordance with the terms of this Agreement.
2.15. "Tracking URL" means the unique hyperlink or other linking tool provided by us for referencing our Website, Services, and/or Brands. When a potential Customer accesses the Website through the Tracking URL and subsequently opens an Account, our system logs the Tracking URL and records you as the Affiliate associated with that Customer.
2.16. "Website(s)" means the website located at the URL https://partners.xcite.ltd/login/ as well as any URL that replaces it or any additional web addresses (including RSS feeds) owned, operated, or controlled by us or on our behalf, including all related pages that make such Website available from time to time.
3. REGISTRATION FORM AND ACCEPTANCE OF AN AFFILIATE
3.1. You shall provide true and complete information to us when completing the Affiliate Registration Form available on https://partners.xcite.ltd/login/ and shall promptly update and/or inform us by email of any information that may change time by time. You shall also promptly provide us with such other information or due diligence documents as we may reasonably request from time to time, following our initial request.
3.2. The Affiliate Program shall evaluate the Affiliate Registration Form hereby submitted and shall inform you in writing by email (provided when completing the form) within a reasonable time from submission whether the Affiliate Registration Form is accepted or not.
3.3. The Affiliate Program reserves the right to refuse any registration in its sole and absolute discretion.
4. QUALIFYING CONDITIONS
4.1. As an Affiliate you hereby warrant that:
4.1.1. You are of legal age in the applicable jurisdiction, competent and duly authorised to agree and enter into this Agreement.
4.1.2. You are the proprietor of all rights, licenses and permits of the Affiliate Website to market, promote and advertise the Website, our Services and/or Our Brands in accordance with the provision of this Agreement.
4.1.3. You shall comply with all applicable rules, laws and regulations in connection with the promotion of the Website, our Services and/or Our Brands.
4.1.4. You fully understand and accept the terms and conditions of the Agreement.
5. OBLIGATIONS OF THE AFFILIATE PROGRAM
5.1. The Affiliate Program shall provide the Affiliate with all information, links, Trackers and Marketing Material required by the Affiliate for the implementation of the Agreement.
5.2. The Affiliate Program shall administrate the traffic generated via the Trackers, the Marketing Material, record the net revenues and the total amount of commission earned via the Trackers, the Affiliate Fee, and provide the Affiliate with the monthly reports, statistics, and handle all customer services related to the business.
5.3. The Affiliate Program shall pay the Affiliate the amount due depending on the traffic generated, this is the Affiliate Fee, subject to the terms and conditions of this Agreement.
6. OBLIGATIONS OF THE AFFILIATE
6.1. Approved Marketing Materials. You shall only use Marketing Materials provided by the Affiliate Program and may not modify them or Our Brands without prior written consent. All use must comply with this Agreement, our guidelines, and applicable laws. Customized promotional materials will be at your cost and deducted from Affiliate Fees. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable, limited right to use the Marketing Materials and Our Brands solely to fulfill your obligations under this Agreement.
6.2. Competitive Marketing. You may not market to potential Customers on any site, search engine, or platform where we promote the Website, Our Brands, or Services, or in any manner that competes with us.
6.3. Non-Assignment. Trackers are for your exclusive use and may not be assigned without our prior written consent.
6.4. Commercial Use Only. This opportunity is strictly for commercial use. You must not register as a Customer or make transactions through your Tracker for personal use and/or the use of your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fee payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
6.5. Customer Information. We reserve the right to refuse or close any potential or existent Customer accounts at our discretion. All Customer data remains our exclusive property, and you acquired no rights to such data without our prior written approval.
6.6. Trademarks and Domain Names.
You acknowledge that Xcite and/or its Clients exclusively own all Intellectual Property Rights in the Marketing Materials, the Website, and Our Brands. Any use of trademarks, domain names, trade names, or any elements that contain, are confusingly similar to, or are derived from Our Brands or the look and feel of the Website, except as expressly permitted under this Agreement, is strictly prohibited without our prior written consent shall be unauthorized use and constitute a breach of this Agreement.
You agree that any use of Our Brands or the Website by you benefits us exclusively and does not confer upon you any ownership or rights in Our Brands, the Website, or any related Intellectual Property Rights. You shall not register or attempt to register any trademarks, domain names, or trade names that contain, are confusingly similar to, or are derived from Our Brands or the Website. Furthermore, you agree to immediately transfer any such registrations to us and/or our Clients upon request, without compensation. You also agree not to challenge or dispute the ownership, validity, or title of Our Brands or any related Intellectual Property Rights, as set forth in Section 14.5 of this Agreement.
7. WARRATIES OF THE AFFILIATE
7.1. The Affiliate hereby agrees, warrants, and undertakes:
7.1.1. Actively and effectively advertise, market and promote Our Brands, Website, and Services in compliance with the Affiliate Program guidelines, as updated from time to time.
7.1.2. Market and refer potential Customers at its sole cost and expense and remain fully responsible and liable for the operation, maintenance, and content of its Affiliate Website and all related marketing materials.
7.1.3. Ensure all marketing activities are professional, lawful, and comply with applicable laws, regulations, and this Agreement.
7.1.4. Adhere to all advertising, regulatory guidelines and consumer protection applicable to jurisdictions where the Services are offered.
7.1.5. Avoid any marketing activity or content that is unlawful, inappropriate, defamatory, obscene, discriminatory, or otherwise unsuitable in our sole discretion.
7.1.6. Refrain from targeting individuals under the age of 18 or the applicable legal age in the relevant jurisdiction, whichever is higher, and from promoting in jurisdictions where online social casino activities are prohibited.
7.1.7. Avoid marketing practices that are misleading, irresponsible, or exploit vulnerable individuals, including those with financial, cognitive, or social limitations.
7.1.8. Use only authorized Marketing Materials provided by the Affiliate Program and refrain from altering, modifying, or interfering with such materials, Trackers, or the Website without prior written approval.
7.1.9. Avoid infringing third-party rights, damaging our reputation, or imitating Our Brands, Website, or any related elements.
7.1.10. Refrain from registering as a Customer on behalf of third parties, or soliciting Customers to other websites without our prior written consent.
7.1.11. Comply with the terms and policies of any applicable search engines or platforms used for promotional activities.
7.1.12. Avoid using the terms “gambling”, “online casino”, “deposit”, "play", “Dollar”, “Crypto”, “Real Money”, “Cash” in connection with online social casino or including inappropriate imagery (e.g., alcohol, minors, cash, or sexually suggestive content) in promotional materials.
7.1.13. Avoid taking any action or encouraging third parties to breach the provisions of this Section or this Agreement.
7.1.14. If the Affiliate is found, at our sole discretion, to have breached any provision of this Section or failed to comply with this Agreement or applicable laws, we may, without limitation, withhold any Affiliate Fees due and/or terminate this Agreement immediately by written notice.
8. AFFILIATE COLLUSION AND FRAUD TRAFFIC
8.1. For the purpose of this Section Fraud Traffic includes coordinated efforts by an Affiliate or group of Affiliates ("Collusion") to generate fraudulent income.
8.2. Collusion shall include, but shall not be limited to:
8.2.1. Coordinating promotion abuse to collect or increase Affiliate Fees.
8.2.2. Coordinating purchases and/or stakes to manipulate Affiliate Fees.
8.2.3. Offering financial incentives to Affiliates, Customers, or third parties to inflate Affiliate Fees.
8.2.4. Duplicating accounts for fraudulent commissions or increased Affiliate Fees.
8.2.5. Any act deemed by us, through detailed analysis, as intended to generate fraudulent commissions or inflate Affiliate Fees.
8.3. Promotional Code Abuse is strictly prohibited and closely monitored. The use of unauthorized promotional codes or landing pages is strictly prohibited. Affiliates engaging in such activity will be removed immediately, and commissions from unauthorized traffic will be withheld.
8.4. We reserve the right, at our sole discretion, to terminate this Agreement immediately upon notification in cases of Fraud Traffic, Collusion, or Bonus Code Abuse.
9. ELECTRONIC MARKETING RULES
9.1. If you promote the Website or Our Brands via email marketing, you must comply with the following:
9.1.1. Obtain clear, informed, and specific opt-in consent from recipients before sending communications. Pre-populated consent mechanisms are prohibited.
9.1.2. Clearly identify communications as marketing Our Brands or Services.
9.1.3. Limit communications to Our Brands and Services using only approved Marketing Materials.
9.1.4. Clearly disclose promotional offers, tournaments, or competitions, including conditions for participation.
9.1.5. Do not send communications to individuals under 18 years of age or the legal minimum age in the recipient's jurisdiction, if higher.
9.1.6. Refrain from using viral marketing techniques.
9.1.7. Use a true name as the sender and ensure communications clearly identify you as the sender without falsifying or hiding your identity.
9.1.8. Avoid misleading recipients about the content or purpose of the communication.
9.1.9. Include a simple, functional opt-out or unsubscribe option in every communication.
9.1.10. Honor opt-out or unsubscribe requests promptly and cease sending further communications to those who request it.
9.1.11. Provide a valid reply address active for at least one year after sending the communication and include a physical business address.
9.1.12. Include a link to your privacy policy, which must comply with General Data Protection Regulation “GDPR” and offer protections equivalent to our Privacy Policy.
9.1.13. Include this notice or similar in communications: "You have received this email from an affiliate marketer of Xcite Affiliates. If you believe this email was sent in error, you were misled, or your opt-out request was not honored, please report it by forwarding this message to [email protected] with the title: Affiliate Spam."
9.1.14. Ensure compliance with all applicable laws, including the GDPR, ePrivacy Directive, and any other relevant regulations or codes of practice.
10. REPORTS AND PAYMENTS
10.1. Payments. Subject to the Affiliate’s full compliance with this Agreement, the Affiliate Program shall pay the Affiliate a commission (the “Affiliate Fee”) as agreed by the Parties through the relevant Instruction Order, based on the revenues generated by Customers referred through the Affiliate’s Tracker or other approved channels.
10.2. Customer Tracking and Active Customers. Customers must complete a real-money transaction using the Affiliate’s Tracker for the Affiliate to earn Affiliate Fees. The Affiliate Program shall not be liable for any failure by the Affiliate to use the provided Tracker. The Affiliate Program reserves the right, at its sole discretion, to modify its tracking system or reporting format as deemed necessary.
10.3. Affiliate Fee. The Affiliate Fee shall be calculated as a percentage of net revenue in accordance with the rates published on https://partners.xcite.ltd/login/ or otherwise agreed in writing between the parties.
10.4. Payment Schedule. The Affiliate Fee shall be calculated monthly and payable within thirty (30) days following the receipt of a valid invoice, provided the amount due exceeds two hundred and fifty US Dollars ($250) (the “Minimum Threshold”). Amounts below this threshold shall be carried forward to subsequent months until the Minimum Threshold is met.
10.5. Monthly Reports. The Affiliate Program shall provide the Affiliate a reporting tool that provide access to daily and monthly reports, with details of the calculation of the Affiliate Fee and the total amount due for the relevant period. Additionally, the reporting tool will enable the Affiliate to view real-time insights into the activity of Customers referred to via their Tracker.
10.6. Invoice. The Affiliate must issue an invoice based on the Monthly Reports made available by the Affiliate Program and send it via email to [email protected] with [email protected] in copy. The Affiliate Program shall pay the Affiliate Fee within thirty (30) calendar days of receiving a valid invoice. Invoices that are not aligned with the details provided in the Monthly Report shall be disregarded, and payments will not be processed. Bank charges incurred during the processing of the Affiliate Fee shall be shared equally, with 50% of the charges borne by the Affiliate and 50% by the Affiliate Program.
10.7. Currency. Payments shall be made in USD, or such other currency as the Affiliate Program may determine. The Affiliate shall bear all currency conversion fees and bank charges associated with the transfer of funds.
10.8. Disputes. If the Affiliate disputes the amount detailed in the Monthly Report, the Affiliate must notify the Affiliate Program in writing at [email protected] within seven (7) days of receiving the report. Failure to raise a dispute within this period shall constitute the Affiliate’s irrevocable acceptance of the report, and the Affiliate waives any right to contest it.
10.9. Adjustment to the Affiliate Fee. Notwithstanding the above, the Affiliate Program reserves the right to correct errors in Affiliate Fee calculations. Overpayments shall be reimbursed by the Affiliate within thirty (30) days of receipt of our overpayment notice. In the event of any underpayment, the Affiliate Program will adjust the following monthly report and include the underpayment in the next due Affiliate Fee.
10.10. Negative Net Revenue: If Net Revenue for a month is negative, no Affiliate Fee will be paid for that month. The negative balance will be carried forward and deducted from future Affiliate Fees
10.11. Fraud Traffic Investigation. The Affiliate Program may, at its sole discretion, delay payment of Affiliate Fees for up to ninety (90) days to investigate suspected Fraud Traffic or ensure compliance with this Agreement. If any activity is deemed Fraud Traffic or violates this Agreement, we may: (i) pay Affiliate Fees in full or part, (ii) recalculate the Affiliate Fee, or (iii) withhold future Affiliate Fees related to the fraudulent activity.
10.12. Taxes. The Affiliate is solely responsible for all taxes, fees, or charges owed locally or internationally on revenue generated under this Agreement. The Affiliate Program is not liable for any unpaid amounts due by the Affiliate and is indemnified against any related claims.
10.13. Money Laundering. The Affiliate must comply with all applicable laws and any policies related to money laundering and proceeds of crime as notified by the Affiliate Program.
11. TERM AND TERMINATION
11.1. Term and Termination. This Agreement shall commence upon your acceptance by clicking "Submit" on the Affiliate Registration Form at https://partners.xcite.ltd/login/ and shall continue in force until terminated in accordance with the provisions of this Agreement.
11.2. Termination by You. You may terminate this Agreement, with or without cause, by providing thirty (30) days’ written notice to the Affiliate Program via email to [email protected] with [email protected] in copy.
11.3. Termination by Us. The Affiliate Program may terminate this Agreement for any reason whatsoever upon fifteen (15) days’ written notice to you via email. Notwithstanding the foregoing, the Affiliate Program may terminate this Agreement immediately, without prior notice, in the event of a material breach by the Affiliate, including but not limited to breaches of Sections 4, 5, 6, 7, 8, 9, and 14, or if the Affiliate’s actions, in the sole discretion of the Affiliate Program, jeopardize or adversely affect any license, operations, or reputation of the Affiliate Program, Our Brands, or any affiliated entities. In such cases, the Affiliate may be given five (5) days to cure the breach, at the Affiliate Program’s discretion, prior to termination.
11.4. Effect of Termination. Upon termination of this Agreement, the following shall apply:
(a) The Affiliate shall immediately cease all promotion and remove all references to the Website, Services, Brands, and communications, whether commercial or otherwise;
(b) All rights and licenses granted to You under this Agreement shall terminate, and the Affiliate shall cease the use of all trademarks, service marks, logos, and other designations of the Affiliate Program and Our Brands including Marketing Materials.
(c) The Affiliate shall return all Confidential Information, including any copies or derivations thereof, in its possession, custody, or control, to the Affiliate Program.
(d) The Affiliate Program may, at its sole discretion, deactivate or redirect any Trackers without obligation to pay the Affiliate for new Customers acquired after the termination date.
(e) The Affiliate shall only be entitled to unpaid Affiliate Fees earned up to the termination date. The Affiliate Program reserves the right to withhold final Affiliate Fee payments for up to ninety (90) days to ensure accuracy and compliance. No Affiliate Fees shall accrue after the termination date.
(f) If the termination is due to the Affiliate’s breach of this Agreement, the Affiliate Program shall have the right to withhold any earned but unpaid Affiliate Fees as collateral for claims arising from such breach.
(g) The Affiliate shall release the Affiliate Program from all obligations and liabilities arising after the termination date, except for obligations intended to survive termination as specified in this Agreement.
(h) Termination shall not relieve the Affiliate of any liability for breaches occurring prior to termination or for breaches of confidentiality obligations, regardless of when such breaches occur.
12. LIABILITIES AND INDEMNIFICATIONS
12.1. NO WARRANTIES. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, THE WEBSITE, OUR BRANDS, OUR SERVICES, THE MARKETING MATERIALS AND/OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE OR OUR BRANDS, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS, AFFILIATES OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
12.2. Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Website, the Services, Our Brands or any of their affiliates. Other than as expressly provided in this Agreement, in no event will the Affiliate Program be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and our aggregate liability under this Agreement shall not exceed the revenues generated and payable hereunder over the previous three months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
12.3. Indemnification. You shall defend, indemnify and hold Us, our Clients, our affiliates and our affiliates' officers, directors, shareholders, employees, attorneys and representatives free and harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising in connection with your breach of this Agreement including but not limited to the warranties included under Section 7.
12.4. Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability due to us by the Affiliate, including any claims we have against you resulting from or arising from, your breach of any terms and conditions of this Agreement.
13. INDEPENDENT INVESTIGATION
13.1. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE WEBSITE, OUR BRANDS AND/OR SERVICES.
13.2. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates a legal, valid and binding contracts and obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you to us in connection with this Agreement is true and accurate; (iii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, perform your obligations under this Agreement or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
14. MISCELLANEOUS
14.1. NOTICES. Notices under this Agreement shall be sent by email: to you at the address provided in your Affiliate Registration Form (or as updated by you), and to us at [email protected]. Notices are deemed received upon acknowledgment or 24 hours after transmission, whichever is earlier.
14.2. RELATIONSHIP OF THE PARTIES. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us or any of our affiliates under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
14.3. NON-EXCLUSIVE. You acknowledge that we may engage with other Affiliates on similar or different terms, including those competitive to you. We may also redirect traffic or users from the Website or Our Brands to other sites at our sole discretion without additional compensation to you.
14.4. CONFIDENTIALITY. As an Affiliate, you may access confidential information from us or Our Brands, including but not limited to business, financial, customer lists, pricing, sales data, marketing plans, trade secrets, and personal data of the Affiliate Program. This information is proprietary and must not be disclosed or used outside the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required and provided that prior to such disclosure, you notified us in writing with respect to such requirement). This provision shall survive the termination of this Agreement.
14.5. INTELLECTUAL PROPERTY RIGHTS. Nothing contained in this Agreement will grant either Party any right, title or interest in the other’s trademarks, trade names, service marks, domain names, or other intellectual property (“Intellectual Property Rights”). At no time during or after the term will the Affiliate register, attempt to register, challenge, or assist others in challenging our or our Clients' Intellectual Property Rights, including those of Our Brands or related companies. Additionally, the Affiliate shall not register or attempt to register any Intellectual Property Rights similar or confusingly similar to those of the Affiliate Program, its Clients, or their group companies.
14.6. FORCE MAJEURE. Neither party shall be liable for delays or failures to perform obligations under this Agreement caused by events beyond their reasonable control, including but not limited to strikes, acts of God, terrorism, natural disasters, or utility failures. Performance is excused to the extent it is prevented by such events. If the force majeure event lasts more than sixty (60) days, either party may terminate this Agreement without notice.
14.7. PRESS. You shall not issue any public communication or press release regarding this Agreement, Our Brands, or your participation in the Affiliate Program without our prior written consent, except as required by law or regulation.
14.8. ASSIGNMENT. You may not assign, sublicense, transfer, or subcontract this Agreement or any rights or obligations under it without our prior written consent. Any unauthorized assignment is void and grants no rights to the assignee. We may assign our rights or obligations under this Agreement to a third party with seven (7) days’ prior notice to you.
14.9. SEVERABILITY/WAIVER. Whenever possible, each provision of this Agreement will 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 other provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
14.10. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements or understandings. Each party agrees it has not relied on any statement, representation, understanding or assurance not expressly included in this Agreement and waives any related claims or remedies, except in cases of fraud.
14.11. THIRD PARTY RIGHTS. Except as expressly stated, no third party shall have any right to enforce or rely on any term of this Agreement under applicable law. For the avoidance of doubt, nothing herein shall limit any rights or remedies available to third parties independently of this Agreement.
14.12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Isle of Man, without regard to conflict of law principles. For our benefit, you irrevocably submit to the exclusive jurisdiction of the courts of the Isle of Man for the settlement of any claim, dispute, or matter arising from or related to this Agreement and irrevocably waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
This Agreement is Version 1.0, as released and published the 07.01.2025.
ANNEX 1
OUR BRANDS
Spree.com