This Agreement contains the complete terms and conditions that will govern the business relationship between FanPicks.com and all its accredited affiliate partners. This Affiliate Agreement (hereinafter referred to as the "Agreement") sets out the terms and conditions that will govern the relationship between FanPicks (hereinafter referred to as "FanPicks", "FanPicks.com" "we" "our" or "us") and all accredited affiliate partners (hereinafter referred to as "you", "your" or the "Affiliate").
Prior to joining and sharing in the FanPicks Affiliate Program (hereinafter referred to as the "Program"); FanPicks ask that the present Affiliate Agreement be read carefully and understood by the potential Affiliate candidate or any other entity that may execute upon it.
By clicking the "I Agree" button below you execute and consent to the terms and conditions set forth in this Agreement and you further understand and agree that FanPicks, at its sole discretion, reserves the indelible right to update, amend or modify from time to time the terms and conditions contained therein. That once entered into, this Agreement constitutes a legally binding agreement between you and FanPicks.
DEFINITIONSAny mention of "Links", "Affiliate links", and "Affiliate ID" shall mean the unique tracking hyperlink (URL) as provided from the individual registered Affiliate to FanPicks for the purposes of tracking the number of new sign-ups and resulting converting New Depositing Players for ultimately calculating the amount of commission earnings to the Affiliate.
"Player(s)" shall means any person using any products or services on FanPicks' Site(s) whether attached to your affiliate profile or not.
"New Depositing Player(s)" shall mean an Internet user without a prior user account on FanPicks.com who
(i) accesses FanPicks.com directly through a Link;
(ii) opens a new User Account; and
(iii) enters, by way of cash deposit from their User Account,
contests operated by FanPicks.com
"Net Gross Revenue" is defined as revenue generated through the affiliate program less an administrative fee to cover promotional or retention bonuses, "charge-backs", any fraudulent activity and the proportion of deposit and withdrawal transaction fees. Affiliates may not earn commissions on revenue derived through their own play on FanPicks.com site.
"First 30 days percentage" applies to revenue derived from any users associated to your affiliate link ID. This represents the commission rate to be applied to the daily Net Gross Revenue starting from the date of Affiliate signup through the first 30 days.
"Program" shall mean all agreements, materials, and services relating to FanPicks.com affiliate program located at
"Program Site" shall mean the site wherein the following URL is located
APPLICATION TO JOIN THE PROGRAMAll individuals and/or entities wanting to become affiliates of FanPicks must duly complete and submit the affiliate application form.
FanPicks, at our sole and incontestable discretion will then review the potential affiliate's application and will only then notify candidates as to whether the submitted application is accepted or rejected relative to participating in the Program or if FanPicks should require further information from the potential candidate.
As part of the potential affiliate vetting process, FanPicks, at its sole and incontestable discretion, will review any relevant information including without limitation website(s), blog(s), forum(s), YouTube shows/video(s), podcast(s), social media channels, and/or any other digital medium submitted by applicant for affiliate candidate review. FanPicks reserve the sole and unequivocal right to review the aforementioned mediums relative to determine whether the mediums or any of their related content is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable including, without limitation, content that is aimed at minors, displays sexual, pornographic or obscene acts, contains graphic violence, contains discriminatory content (whether based on race, sex, religion, nationality, ethnicity, sexual preference, physical disability, gender or otherwise), or violates the intellectual property rights of FanPicks or of any other third party. FanPicks retain the sole and indisputable right to reject any potential affiliate application that does not conform to our selection criteria or that FanPicks deem unfit for any reason whatsoever.
TERMS AND CONDITIONSFanPicks.com, subject to the terms and condition set forth by this Agreement, grants to accepted, approved and otherwise official affiliates, the non-exclusive and non-transferable right to market and promote FanPicks and/or its daily fantasy sports games, contests and/or promos, on their specifically sanctioned websites, apps, and other electronic mediums.
As an affiliate who is accepted to participate in the FanPicks Affiliate Program, you are consequently, agreeing to create and maintain unique affiliate links from your site(s) and other electronic medium(s) to FanPicks.com. The aforementioned affiliate links will be provided through the affiliate program system.
By agreeing to participate in the FanPicks Affiliate Program, you are agreeing to create and maintain unique links from your site to our site's registration, contest, or landing pages. As an Affiliate, you agree not to modify the Marketing Materials logos, content, graphics, messaging or general layout in any way. You may also appropriately use other marketing techniques/channels such as social media, email and paid search marketing, subject to the terms and conditions of this agreement. In this regard, you shall not use our marketing materials or our marks on any website or electronic medium which has not been previously agreed to and approved by us and you acknowledge that any form of spamming is strictly prohibited. Contravention by you of any of the above will be considered a default and a breach of this Agreement, warranting the immediate termination of this Agreement, at our sole discretion and, without further notice or delay. In the context of such a default, we shall also immediately exclude any traffic generated pursuant to such a breach from Commission Fees payable to you and you shall immediately be considered as having forfeited any and all rights, recourses or claims against FanPicks in this regard.
Marketing Activities and ResponsibilitiesYou shall market to and refer potential Real Money Players to us. You will be solely liable for the content, cost, and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not yourself, nor shall you authorize, assist or encourage any third party to:
||Offer directly or indirectly to any player, person or entity any consideration, reward, rebates, incentives, discounts or any other benefit for using our Affiliate Links on your website or medium to access FanPicks.com with the intent of returning a proportion of the players contest fees paid. Offering such reward schemes are strictly prohibited and will be considered as a breach of this Agreement.
||Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.
||In any way alter, modify, redirect, interfere, suppress, or substitute the operation of any button, link, or other interactive feature of FanPicks.com
||Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the FanPicks.com website.
||Register as a Player or make deposits to any Player Account (directly or indirectly) through your Affiliate Links for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the commission fees payable to you, to meet your minimum acquisition requirements or in any other way attempt to defraud us.
||Have your friend or family, immediate or otherwise, register or misrepresent themselves on your behalf.
||Promote FanPicks and/or our Contests as or to illegal gambling, adult content, or as a warez/hacker site, or promote, advertise FanPicks and/or our Contests on any illegal gambling, adult content or warez/hacker sites, or otherwise link to any illegal gambling, adult or warez/hacker sites
||Implement any technique or technology that posts or serves any advertisements or promotional content around or in conjunction with the display of our FanPicks websites (e.g., "framing" or pop-up windows).
||Use any form of unsolicited commercial e-mail (SPAM).
||Violate the terms of service of, or Abusing of , social media FanPicks websites such as Facebook, Twitter, Craigslist, MySpace, or any and all others in connection with your marketing activities (for purposes hereof, "Abuse" or "Abusing" shall mean spamming, sending any unsolicited mass mailing or instant messaging, using social media FanPicks websites for commercial purposes).
||Seek to purchase or register any keywords, intellectual property, search terms or other identifiers that include the word "FanPicks" or variations thereof (as well as any the names of Contests on the fanpicks.com website) for any purpose whatsoever including without limitation the use in any search engine, portal, sponsored advertising service or other search or referral service.
||Promote FanPicks and/or our Contests in a profane, obscene or unlawful manner. In addition, you shall not promote FanPicks and/or our Contests in any manner that could be reasonably construed as damaging to us or any third party whatsoever.
||If FanPicks determine, in our sole discretion, that you have engaged in any of the foregoing activities, FanPicks may (without limiting any other rights or remedies available to us) withhold any Commission Fees otherwise payable to you under this Agreement and/or terminate this Agreement immediately without further notice or delay.
COMMISSION FEES & PAYMENTSCommission Fees payable to you will be calculated on a calendar month basis in accordance with the following commission structure or as otherwise agreed to in writing:
Commission structure for Calendar Year 2015
|Monthly Net Gross Revenue
||31 + Days %**
||First 30 Days %
|$0 - $2000
|$2001 - $5000
** Subject to the minimum referral requirement
Commission Payment Calculation
Subject to the Affiliate's compliance with the terms of this Agreement, FanPicks will pay the Affiliate a commission based upon a calendar month basis. In order to calculate the Commission, FanPicks shall refer to the Affiliate Link and/or Marketing Codes used by the Affiliate. The Affiliate hereby agrees that FanPicks measurements and calculations in relation to the Commission shall be final and not subject to review or appeal.
Method of Payment
All payments to you will be due and payable in United States Dollars (USD) by the last day of the subsequent month. Payment will be made through cheque or PayPal account payment at FanPicks' discretion. Commission balances that are below $250.00 threshold will not be processed for payment and be held and added to subsequent monthly commission earnings until such threshold is met.
Minimum referral requirement
Affiliate must acquire a minimum of two (2) new real money players within any thirty (30) day period in order to qualify for the commission structure aforementioned. Failure to acquire the new real money player threshold will result in a reduction of the commission rate on Net Gross Revenue from active players greater than 31 Days. The commission rate will be reduced to a flat 20% in any period in which the threshold is not met. Furthermore, if an affiliate fails to acquire a minimum of five (5) new real money players over three (3) month period, FanPicks, at its sole discretion, reserves the right to terminate your account without further notice or delay. FanPicks may advise affiliates when this condition has not been met and may offer a two (2) week grace period for the affiliates to obtain required number of depositing players, but is not required by this Agreement to do so.
Players that have not entered into any contests for more than nine (9) months will be deemed inactive and will no longer be counted towards the affiliate's revenue, and the player will have his affiliation removed.
As a FanPicks affiliate, you understand and agree that potential Real Money Players must link through using your Affiliate Link ID or use your sign-up bonus code in order for you to receive Commission Fees. In no event will FanPicks be held liable either in full or in part for your failure to use or your erroneous use of Affiliate Links or for potential Real Money Player's failure to properly enter valid Sign-up Bonus Codes.
Player Information and Data
FanPicks reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, at our sole discretion. All data relating to the Players shall remain our exclusive property and you as an affiliate acquire no right or claim to such information.
Payment Hold for fraud or violations of terms
In the event that FanPicks suspect any fraud or violations to the terms herein, FanPicks in our sole discretion may delay payment of the Commission Fees to you up to one hundred and eighty (180) days while FanPicks investigate and verify the relevant players and transactions. FanPicks is not obligated to pay Fees in respect of Real Money Players who, in our sole discretion, are not who they claim to be or are otherwise involved with any fraud or violation of terms. In the event that FanPicks determine any activity to be constituted as fraudulent or to otherwise be in contravention of this Agreement, then in our sole discretion FanPicks may: (i) pay the Commission Fees in full, (ii) recalculate them in light of such suspected fraud or violation, and/or (iii) forfeit your future Commission Fees in respect of such fraud or violation (as appropriate).
You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.
All taxes due in connection with any payments to you are your sole liability. You are solely responsible for reporting and paying all federal, state, provincial, and/or any other taxes or levies in accordance with the laws that apply in your local, state, province, and/or country of residence. You agree to indemnify and hold FanPicks harmless concerning any and all claims, demands, proceedings or causes of actions whatsoever, directly or indirectly related to such taxes or levies (including attorneys' fees and costs).
LICENSE AND INTELLECTUAL PROPERTYFanPicks grants you a non-exclusive, non-transferable and non-perpetual license to use our selected advertising materials provided in our Marketing Tools, as well as to use our trade name, trademarks, service marks, logos and any other designations, which FanPicks may from time to time approve solely for the duration of this Agreement and for the sole purpose of allowing you to fulfill your obligations in accordance with this Agreement. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks, advertising materials and any other intellectual property is limited to and arises only out of this license. You may not modify the graphic image or text, or any other of our images, in any way or form. FanPicks reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our trademark guidelines, as those guidelines may change from time to time. FanPicks may revoke your affiliate license at any time at our sole discretion and this without any notice.
Nothing herein shall be considered or understood to be a transfer by FanPicks to the Affiliate of any rights whatsoever in the Trademarks or Trade Secrets or any other intellectual property rights whatsoever and, in particular, the Affiliate agrees not to submit a trademark application in any jurisdiction or register a domain name or use any sub-domains or bid on any internet search engine, for any search term or word which includes, incorporates or consists of the trademarks or any domain name that is confusingly similar to the Trade Marks or marks of FanPicks.
Affiliate hereby acknowledges that all information relating to players is the exclusive and sole property of FanPicks and that the Affiliate has and shall have no rights therein whatsoever.
TERM AND TERMINATION
The term of this Agreement shall commence on the date FanPicks accepts your application to be included in the Affiliate program and will end when terminated by either party as set forth in this Agreement (the "Term"). You may terminate this Agreement at any time upon written notice to us. FanPicks may terminate this Agreement any time on seven (7) days of written notice. Upon termination of this Agreement (a) Affiliate shall immediately cease use of the services and remove all links from the Affiliate to the FanPicks site and/or any FanPicks landing pages; and (b) each affiliate shall remove from its respective site(s) any branding or other proprietary materials received from the other party under the terms of this agreement. Notwithstanding any of the above, FanPicks may terminate this Agreement effective immediately if Affiliate violates any of the terms of this Agreement. Affiliate will only be entitled to Affiliate commissions during the valid Term of this Agreement. For the avoidance of doubt, it is hereby clarified that FanPicks shall not be liable to pay any commissions on Net Revenue generated by players with your Affiliate Link ID and/or Marketing Codes following the termination of this Agreement. Following the termination of this Agreement and the payment to the Affiliate of monies due to it as at the time of termination, FanPicks shall have no obligation to make any further Commission payments to the Affiliate. Termination of this Agreement shall not extinguish the Affiliate's obligations under this Agreement which by their terms or context are intended to survive the termination of the Agreement.
The Affiliate shall defend, indemnify and hold FanPicks and its shareholders, directors, officers, employees, agents and representatives, agents, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including attorney's fees and costs, resulting from, arising out of, or in any way connected with any actual or alleged breach by the Affiliate of any warranty, representation or undertaking by the Affiliate contained in this Agreement; the performance of the Affiliate's duties and obligations under this Agreement; the Affiliate's negligence in performing its duties and obligations under this Agreement; and/or any injury directly or indirectly caused by the Affiliate's negligence or intentional acts or omissions or the unauthorized use of the Link(s).
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. No party shall disclose, or use for its own benefit or the benefit of any such party's affiliate, any trade secret or confidential, proprietary or other non-public information obtained from the other party during the course of this Agreement. The parties shall protect the confidential information of the other party as if itis its own, but in no instance less than a reasonable standard of care. This Agreement incorporates standard exceptions to the definition of confidential information. This provision shall survive for three (3) years after the termination of this Agreement.
FANPICKS MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR SITES, OUR FANPICKS WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE FANPICKS WEBSITE, 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 FANPICKS (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
LIMITATION OF LIABILITIES
IN NO EVENT SHALL FANPICKS, ITS SUPPLIERS AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND STOCKHOLDERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING HEREUNDER, EVEN IF FANPICKS, ITS SUPPLIERS AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND STOCKHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS.
FanPicks reserves the right to update, amend, or modify this Agreement or any part thereof at any time without notice and the affiliate will be bound by such amended Agreement immediately when posted at the Affiliate Program section of our Site. Therefore, FanPicks encourage you to visit the Affiliate Program section regularly and check the terms and conditions contained in the version of the Agreement in force at such time. Your continued participation in the Affiliate Program shall be deemed to attest to your agreement to any amendments to the Agreement.
You confirm that you have read the Agreement, have had an opportunity to consult with your own legal advisors if so desired, and agree to all its terms and conditions. You confirm that you have independently evaluated the desirability of participating in the Program and you are not relying on any representations, guarantee, or statement other than as set forth in this Agreement.
Relationship of Parties
There is no relationship of exclusivity, partnership, joint venture, employment, agency, or franchise between FanPicks and any Affiliate 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 between both parties), except as expressly provided in this Agreement.
As an Affiliate, you understand and accept without reservation of any kind that FanPicks may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand and accept without reservation, that FanPicks may re-direct traffic and users from our Site to any other online site that FanPicks deem appropriate in our sole discretion, without any additional compensation to you.
Affiliate may not sublicense, assign (by operation of law or otherwise) or otherwise transfer this Agreement or any license or any right, duty or obligation under this Agreement without FanPicks' prior written consent, and any attempt to do so shall be null and void and considered a default under this Agreement. Subject to the foregoing limitations, this Agreement will mutually benefit and be binding upon the parties, their successors and assigns.
A failure or delay by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement. Any waiver by either party of any right under this Agreement shall not constitute a waiver of such right in the future. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly affects the parties' intent in entering this Agreement.
Excluding the payment of money, neither party will be deemed in default of any obligation hereunder nor be liable for any failure or delay in performance which results directly or indirectly from any cause beyond its reasonable control, including without limitation, "Acts of God," delays or failures in the Internet or related carriers and third-party equipment, acts of civil or military authority, strikes, fire, theft, delays by suppliers, or action or inaction by the other party or any third party.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed under the laws of the Province of Quebec (Canada) without regard to principles of conflicts of laws. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. The parties hereby submit any and all disputes regarding the interpretation and/or application of this Agreement to the exclusive jurisdiction of Courts of the Province of Quebec, District of Montreal. Furthermore, the Affiliate hereby waives any and all rights or recourses to initiate and/or participate in any Class Action proceedings against FanPicks.
These Terms and Conditions, in connection with other obligations and rules detailed in writing, constitute the entire agreement between FanPicks and the Affiliate, and cannot be modified by the Affiliate, moreover, the present supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.