GENERAL TERMS OF BUSINESS
Last Updated on 28th June 2016
These Terms of Business may be amended from time to time.
This Affiliation Agreement ("Agreement" or "Terms of Business" or "Terms" ) is made by and between NEW SPORTS ECONOMY INSTITUTE ("ASM" ), under the trade name "ASM Referrals" and You ("REFERRAL PARTNER" or "You").
BY CLICKING THE BOX "I have read, understood and accept these General Terms of Business", YOU AGREE TO THE FOLLOWING TERMS, AS A WHOLE:
1. DEFINITIONS
Active Trader: any individual (acting outside the course of business) who retains a live trading account with AllSportsMarket.com.
Agreement/ Contract: General Terms of Business
Referral Partner: an independent party (individual or company), acting in the course of business, who is engaged in online advertising/marketing activities, who introduces clients to AllSportsMarket.com for transactions in virtual shares of sports teams. Referral Partners primarily using online acquisition activities to push website traffic to ASM tracking links are called "Online Referral Partners".
Referral Program: ASM promotes AllSportsMarket.com products via its platform through its Referral Partners' network, both online and offline.
Referral Partner Tracking ID: a unique hyperlink allocated to each Referral Partner that assists in identifying the Referral Partner's activities and calculates the Referral Partner's monthly fees.
CPA: Cost per Acquisition. A commission plan defined as an activation of a live account by a new user. Commission is earned per qualified New Active User recorded in the AllSportsMarket.com CRM. Commissions become valid and payable once the Referral Partner's Quality Metric is achieved per New Active User.
CPL: Cost per Lead. A commission plan defined by the first telephone contact with the Lead as recorded by the CRM. Commission is earned per qualified lead recorded in the AllSportsMarket.com CRM. Commissions become valid and payable once the Referral Partner's Quality Metric is achieved per lead.
Lead: is a client of AllSportsMarket.com who has not completed all steps of registration.
CPR: Cost per Registration. A commission plan defined by the first telephone contact with the Registration as recorded by the CRM. Commission is earned per qualified Registration recorded in the AllSportsMarket.com CRM. Commissions become valid and payable once the Referral Partner's Quality Metric is achieved per Registration.
CRM: customer relationship management (software). The system used by AllSportsMarket.com customer service and sales representatives to manage customer interactions.
AllSportsMarket.com Products: means trading virtual shares of sports teams.
Qualified Acquisition (qualified New Active User) means the activation of a live account with AllSportsMarket.com by a deposit (minimum $25 or equivalent) and the completion of minimum trading turnover or trading revenue as required by the commission plan. The number of acquisitions is calculated exclusive of fraudulent or cancelled orders or actions identified by ASM in writing or via automated file transfer (cookies).
Registration: is the process by which, a client has completed step one by entering their personal details, has agreed to the AllSportsMarket.com Client Agreement, Privacy Policy and/or any other legal documents required to acknowledge from time to time, and has been contacted by phone by AllSportsMarket.com.
Quality Metric: ensures AllSportsMarket.com receives genuine registrations and traders suitable to our business model. The metric variables are defined on a case by case basis and can be tailored specifically to the Referral Partner, whether an online Referral Partner or an introducing broker (IB). Variables may include, but are not limited to: the percentage of Leads contactable by AllSportsMarket.com, conversion rate of Registrations to Acquisition, number of trades made by Qualified Traders in the Referral Partner's portfolio, specific trading volumes achieved by referred clients and minimum client deposit amounts and client withdrawals versus commissions paid. The default Metric variables are as per the qualification requirements for Leads, Registrations and Activations.
Related Entity: any entity that, directly or indirectly, is controlled by, or is under common control with NEW SPORTS ECONOMY INSTITUTE. Where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
Revenue share: one of the compensation methods that can be achieved by Referral Partners and it is divided as follows
1. Trading revenue: Referral Partners are paid a certain percentage of trading revenues (Trading Revenue excluding hedging costs) generated by referred clients.
2. Lot rebate: Referral Partners are paid a specific dollar amount for each Lot traded by its referred clients.
Second Tier Referral Partner: an individual, acting in the course of business or a legal person that the Referral Partner refers to ASM, to perform the same type of Services as the Referral Partner and to be bound by the terms of this Agreement.
Qualified Trader: an individual, acting in his capacity as a consumer, i.e. outside a trade, business or profession, who has become a Qualified Acquisition and has been identified by the Tracking System of ASM. To verify the details of such individual, ASM will perform checks via his email address, telephone number and/or postal address that correspond to that specific individual.
Tracking System: ASM's customary tracking protocols, including but not limited to, the use of the Referral Partner specific "gateway" identifications, the use of separate reference pages, cookies, attributions questions or otherwise, that will assist ASM to identify the Referral Partner and to record its activities, services and, to subsequently, calculate the Referral Partner's Compensation.
2. SCOPE OF THE AGREEMENT
NEW SPORTS ECONOMY INSTITUTE is the mother company of AllSportsMarket.com (ASM). ASM has established a network of partners in a number of territories across the world, regarding the promotion of the AllSportsMarket.com services and branding.
3. REFERRAL PARTNERS OBLIGATIONS
3.1 During the term of this Agreement, You undertake to fulfill the following obligations:
3.1.1 To comply with the terms of this Agreement, as amended from time to time.
3.1.2 To comply with all applicable laws and regulations, in your territory (including but not limited to, financial services regulations, data protection and anti-spamming rules);
3.1.3 To comply with ASM's branding and Intellectual Property guidelines;
3.1.4 To promote and market, within such territory as this may be specified by ASM ("Territory");
3.1.5 To identify prospective traders within the Territory to which You actively promote our Services.
3.2 To perform the Services described in this Agreement, You shall bear all establishment and operational costs and expenses for any marketing and promotional activities related to the Services, unless otherwise determined by ASM.
3.3 Neither the Referral Partner or its associated or Second Tier Referral Partners shall register as Traders / Qualified Traders and subsequently they shall not be entitled to receive any Compensation, arising out of any personal, live accounts with AllSportsMarket.com.
3.4 The Referral Partner shall not misrepresent in any way any potential clients, with regard to its status of contractual relationship with ASM and/ or its Related Entities, and it will not provide any investment or financial advice or recommendation or promises to Active or potential traders with regard to the services of ASM or/and any other of its Related Entities.
3.5 Referral Partner must provide true and complete information to ASM, as this may be requested at any time, about itself and its activities and about any referred traders. It is agreed that the Qualified and Active Traders are, customers of ASM, and not the Referral Partner's.
3.6 In no event should You engage in any marketing or promotional activity related to ASM, and/or Our Related Entity (as hereinafter defined) in any area, location, territory or jurisdiction outside of the Territory agreed with Us upon your registration, unless You, prior, discuss and agree with Your ASM Territorial Manager.
3.7 It is agreed that throughout this Agreement, You must act in good faith at all times and must not make any false and/or misleading representations or statements with respect to ASM, Our Related Entities and the Services provided or the AllSportsMarket.com products and services or engage in any other practices which may affect adversely the image, credibility or reputation of ASM and its Related Entities and services, including but not limited to, using any Website for unlawful activities, or having any content on Your website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party or iii) has defamatory or harassing and untruthful comments and statements about Our activities and business.
3.8 You must not transmit to or in any way, whether directly or indirectly, expose our website, content, platform and any other of our Property to any computer virus or other similarly harmful or malicious material, virus or device.
3.9 You shall promptly inform Us of any information or acts of a third party that has become known to You that could potentially harm Us and/or Our Related Entities our services and reputation in any way and manner.
3.10 You cannot use a domain name for Your activities with the trade name of ASM or any of its Related Entities
3.11 The Referral Partner shall refrain from referring clients residing in countries that are classified as high risk countries as these appear on the FATF website (www.fatf-gafi.org).
3.12 The Referral Partner must provide genuine contact information, in order for Our account managers to communicate effectively. Should the Referral Partner fail to provide genuine contact details, or is not responding to requests from their account manager to communicate over a three (3) month period, ASM retains the right to terminate this Agreement or suspend the Referral Partner account. During the suspended period, the Compensation plan will be changed and portfolio of the Referral Partner's clients will stay in the Referral Partner's account. However, the suspended Referral Partner will not earn any pending commission generated during this time.
3.13 SECOND-TIER REFERRAL PARTNER PROGRAM
Save for the Services described in this clause 3 of the Agreement, the Referral Partner may also identify and refer other third parties, such as online marketing organizations and/or website owners and/or operators that may be prospective Referral Partners of ASM. Those parties will be independent contracts, non-associated to the Referral Partner and will be subject to the terms and conditions of this Agreement.
4. COMPENSATION METHODS
4.1 Upon registration as a Referral Partner with ASM, You will be presented with different compensation methods. All new online Referral Partners will be using our Revenue Share Compensation method for the Services provided. You may not convert from one Compensation method to the other without the prior approval of ASM.
4.2 ASM, at its sole and absolute discretion, may change the Compensation method at any time. ASM will upload each amended Agreement on its website, by indicating the date that the amended Agreement will come into effect. The Referral Partner undertakes the obligation to visit the website and to read the Terms of the Agreement on a regular basis. In case where the Referral Partner does not agree with the amended Agreement, they shall notify ASM within seven (7) calendar days as of the date that the amended Agreement comes into effect. If otherwise, the terms of the amended contract will apply to the Referral Partner. You will continue to receive Compensation based on the previous Compensation structure for those Active Traders and Second Tier Referral Partners that fall under the Compensation structure prior to date of amendment.
4.3 In the event the Referral Partner elects to be compensated on a "CPA" basis, prior arrangement must be made and only at the beginning of a new calendar month.
4.4. The action of making first successful contact is recorded in the AllSportsMarket.com CRM and qualifies the user as a Lead or Registration. The number of leads/registrations is calculated exclusive of fraudulent or cancelled orders or actions identified by ASM in writing or via automated file transfer (cookies) and they are automatically deducted from the calculation of the monthly commission.
4.5. If the Referral Partner fails to generate a New Active User for three (3) months, ASM may terminate this Agreement or suspend the Referral Partner account. During the suspended period, the Compensation plan will be changed and the portfolio of the Referral Partner's clients will stay in the Referral Partner's account. However, the suspended Referral Partner will not earn any pending commission generated during this time.
4.6 The total amount of Compensation, determined in accordance with the provisions set out above, that is owed to the Referral Partner, shall be determined on a monthly basis and shall be payable monthly in arrears, no later than the last day of each month following the month during which such fees have accrued. Due to charges imposed by the banks, minimum threshold on a monthly performance is set to be 350 USD. If such amount is not achieved within a month by the Referral Partner, any amount reached within that month will be rolled over to the following month until the minimum amount required is met (i.e. 350 USD). The Referral Partner may request for any amount falling below the minimum threshold to be paid to him, at his own cost.
4.7 SECOND-TIER REFERRAL PARTNER PROGRAM COMPENSATION
The Referral Partner will be entitled to a Commission set by ASM, based on a percentage on all the Second Tier Referral Partners referred clients generated activity. The Fees shall be payable on the 16th day of each month. If it is a Public Holiday or non-working day, the payment will take place the day before or after that non-working day. Notwithstanding the above, if a Referral Partner has terminated their engagement with ASM or failed to generate any Active Users for longer than ninety (90) consecutive days, the Referral Partner will not be entitled to the Second Tier Referral Partner Program Compensation as such, unless he made prior, alternative arrangements with ASM, in writing.
5. INTELLECTUAL PROPERTY AND BRANDING
5.1 Throughout this Agreement, ASM will grant You with a limited, revocable, non-transferable and non-exclusive, license to use, within the Territory of your activities, Our marketing and promotional material, including but not limited to banners, creatives, content, logos, trademarks, copyright, literature that You can use only until termination or expiry of this Agreement. All Intellectual Property licensed to You belongs solely and exclusively to ASM and its Related Entities and successors and cannot be used, transferred or assigned to a third party without a prior written permission by ASM's authorized personnel. Nothing in this Agreement shall confer any right of ownership in our Intellectual Property.
5.2 "Intellectual Property" means but is not limited to the ASM and Related Entities Trademarks, logos, copyright, know-how, patents, client lists, banners, creatives, the AllSportsMarket.com® platform, literature, business strategies, e-books, tables, charts.
5.3 You Agree to display any of our Intellectual Property and marketing material on Your websites solely for the purpose of marketing and promoting Our Services and only AS IS, i.e. without any interference, manipulation or amendment of Our Intellectual Property. Any unauthorized use or amendment to Our Intellectual Property is a breach of contract, in which case, We retain the right to immediately terminate this Agreement with You and we may take legal action against You.
5.4 We may, upon reasonable prior notice, instruct You to cease displaying creative, material or any other of our Intellectual Property, at any time, for any reason.
5.5 It is agreed that ASM will be the sole and exclusive owner of the database of names and contact information and any other data of traders, including Qualified, Active and potential. If the Referral Partner attempts to contact a Trader directly and without ASM's approval, ASM retains the right to terminate this Agreement with immediate effect.
6. DATA PROTECTION
6.1 Regarding any unsolicited communication in any type of form such as e-mail, telephone calls, facsimile, newsletters, promotions, market updates, text messages etc, related to Your business and Your cooperation with Us, You must ensure that You have the person's consent (Data Object) prior to such communication. Furthermore, You should not send any e-mail regarding our Services to any individual or entity that has not requested such information.
Furthermore, You should expressly state that third parties engaged in business with You, may also contact the Data Object directly by giving them, at all times, the option to opt out. You should always provide the option to "unsubscribe" within your mass communication to any potential clients you approach regarding Our services. You agree to hold Us harmless and fully indemnified in the event of breach of this paragraph and against any claims brought against Us by a third party.
6.2 Furthermore, any potential client and Active User's personal data, including but not limited to name, DOB, address, email, all client lists, are Property of ASM and its related entities and You should not use or profit out of it outside the purposes and following termination of this Agreement.
6.3 The promotional material shall be used only for limited period set in accordance with Our general terms of use and our Branding Guidelines that follow Our material each time. It is Your responsibility to maintain Your website and any marketing and promotional material that We provide You, up to date, at all times. If You systematically breach such obligation, We may suspend or terminate this cooperation with You.
6.4 We agree to provide You with reports and statistics (impressions, clicks, click-through rates, conversions and conversion rates) and all related fee and payment information. You will have no access to any personal data of the Data Object, i.e. personal data of the Active Users' and /or potential clients', as per the Data Protection Rules. Any access to data will be provided in an encrypted and non-identified format for payment and statistical purposes only.
7. TERMINATION
7.1 The Agreement shall commence upon Your acknowledgement and acceptance of this document and it may be terminated by either Party at any time, with or without cause, effective immediately.
7.2 Consequences of Termination
7.2.1 Upon expiration or termination of this Agreement: (a) You shall return to ASM all and any Property in its possession or control; (b) You must immediately cease displaying any of our Property on any of your website or otherwise and (c) all rights licensed to You will automatically be revoked .
7.2.2. Notwithstanding the above, in the event that You have elected to be compensated on a "Revenue-Share" basis You shall be entitled to receive any Active Traders and Second Tier Referral Partners fees, as applicable, for a period of three (3) month following termination of this Agreement. This provision will not apply, if the Referral Partner has breached any of the terms of this Agreement or failed to generate any Active Traders for three (3) consecutive months, in which case Compensation will cease immediately.
7.2.3. In case of material breach of any of the Terms of this Agreement, ASM retains the right to seek for indemnification under contract law or tort, for any losses, damages or liability incurred by You in connection with such violation, in accordance with the provisions of this section.
8. CONFIDENTIALITY
Each Party acknowledges and agrees that any and all information associated with the other Party's business and not publicly known, including, but not limited to, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, Our Intellectual Property, addresses and other information regarding customers and prospective customers, product designs, sales, costs, content, marketing and promotional material and other unpublished financial information, business plans and marketing data, is confidential and proprietary information ("Confidential Information"), whether or not marked as confidential or proprietary. Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations here-under. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations here-under, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
9. DISCLAIMER OF WARRANTY
ASM MAKES NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ASM FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT OUR SERVICES OR PRODUCTS AND PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. YOU UNDERSTAND AND AGREE THAT THAT OUR SERVICES AND PRODUCTS (INC THE PLATFORM) MAY NOT SATISFY ALL OF THE CLIENTS' REQUIREMENTS, MAY NOT BE SUITABLE FOR ALL CLIENTS AND MAY NOT BE UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE.
10. LIMITATION OF LIABILITY
10.1 ASM, ITS DIRECTORS, OFFICERS, EMPLOYEES AND RELATED ENTITIES, SHALL HAVE NO LIABILITY FOR ANY LOST PROFITS AND/OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, ARISING OUT OF THE PRODUCTS, PLATFORMS, THE SERVICES, THE WEBSITE OR SOFTWARE FAILURE, VIRUSES, SYSTEM FAILURE (including, internet connection, electricity power cut, telephone communication failure, high Internet traffic demand, malicious interference / access to Your system or ours, hardware error, mobile applications non-compatibility with our system, including our proprietary or third party system). We cannot guarantee that the software and / or the system, that we own or we manage, on behalf of a third party, is uninterrupted and error free or available at all times.
10.2 IN ANY EVENT, ASM'S LIABILITY TO REFERRAL PARTNER UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO REFERRAL PARTNER BY ASM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS.
11. INDEMNITY
You agree to indemnify, defend and hold harmless ASM and any of its Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, brought by a third party, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of: (a) Your breach or alleged breach of any representation, warranty, obligation or covenant under this Agreement; (b) gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to ASM and /or its Related Entities and/or the AllSportsMarket.com platform granted by You to any third party.
12. SURVIVAL CLAUSE
Clauses 5, 6, 7.2,8,9,10 and 11 shall survive the termination or expiration of this Agreement.
13. GENERAL PROVISIONS
13.1. Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable due to certain unforeseeable events, including but not limited to acts of God, war, governmental decree, natural disasters, power failure, failure in communication lines or other network failure, judgment or legal order, strike, or other circumstances, beyond that Party's reasonable control, such Party shall be excused from the performance of the Services to the extent that it is prevented, hindered or delayed by such cause. On completion of twenty one (21) consecutive days of non-performance of the Services, due to such unforeseeable events, either Party may terminate this Agreement, by giving one (1) week's written notice.
13.2. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
13.3 Taxation. You may be liable to pay taxes arising out of your cooperation with Us, usually related to the profits You make, depending on the local jurisdictions in which you are a tax resident in. We do not collect any taxes on your behalf. Also, We do not provide you with any tax advice and We do not deal with any tax related issues. Please address any tax related concerns to Your tax advisor.
13.4. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.
13.5. No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
13.6. Entire Agreement. This Agreement, sets forth the entire agreement and understanding between the Parties and it supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. No amendment or modification of any provision of this Agreement shall be valid unless set forth in writing.
13.7. Amendments. ASM may modify any of the terms of this Agreement at any time, upon its discretion. ASM will upload such amended Agreement on its website, by indicating the date that the amended document will come into effect. The Referral Partner undertakes the obligation to visit the website and to read the terms of the Agreement on a regular basis. In case where the Referral Partner does not agree with the amended Agreement, they shall notify ASM within seven (7) calendar days as of the date that the amended Agreement comes into effect. If otherwise, the terms of the amended contract will apply to the Referral Partner.
13.8. Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective successors, assigns and legal representatives. The Referral Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations here-under, to any third party without ASM's prior written consent.
13.9. Applicable Laws. This Agreement shall be governed, construed and enforced in accordance with the laws of the United States. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement will be brought exclusively before a court of law in the United States.