Terms and Conditions

Date Last Modified: 27.10.2023

 

 

These Terms and Conditions constitute the agreement between fly-partners.com (hereinafter “Fly Partners”, “Affiliate Program”, “We”, “Us”) and you (hereinafter “You” or “Affiliate“) and apply to all members of Our Affiliate Program.  Affiliate Program is operated by Win Pro Games B.V., registered address Abraham Mendez Chumaceiro Boulevard 03, Willemstad, Curacao, reg. number: 164229.

 

You should read these Terms and Conditions carefully before registering as an Affiliate. 

 

Your acceptance of these Terms and Conditions forms a binding Agreement between You and Us. 

 

If You do not understand any part of these Terms and Conditions, You are advised to contact Us by email at: affiliates@fly-partners.com. If You do not fully agree with any part of these Terms and Conditions, You should not apply to join the Affiliate Program.

 

By registering for the Affiliate Program, and/or by accessing and using any of Our marketing tools or accepting any reward, bonus or commission, whether contained in the Terms and Conditions, or elsewhere that is constituting a part of an Agreement and our Affiliate Program, You will be deemed to have read, understood and agreed to the Terms and Conditions and Agreement. We may periodically make modifications to the Agreement. While We will do Our best to notify You of such changes, We recommend that You revisit and revise these Terms and Conditions regularly. Your continued use of the Affiliate Program will constitute Your consent to the updated Terms and Conditions.

 

  • 1. DEFINITIONS

Advertisement - means marketing or creative materials, including but not limited to banners or generated direct links, reviews, landings and etc., that have been provided or otherwise made available to one Party by the other Party, designed to attract potential New Customers via the Tracking Link(s) to the Brand(s).

Affiliate - means the person or the legal entity, who applies to participate in the Affiliate Program, registered an Affiliate Account and has concluded the Agreement with Fly Partners by accepting these Terms and Conditions set out herein.

Affiliate Account - means an account created by the Affiliate on fly-partners.com website in order to access the Affiliate Program and where the Affiliate's statistics are tracked, measured, reported and any payments and Commissions shall be credited.

Affiliate Program - means collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company’s websites and creates Affiliate Links from the Affiliate Brand(s) to Company’s websites. For such services the Affiliate is paid a Commission depending on the generated traffic to the Company’s websites, subject to terms within this Affiliate Agreement and to the applicable product-specific Commission Structure.

Affiliate Wallet - means an online wallet in the name of the Affiliate into which the Fly Partners pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Agreement.

 

Affiliate Website - means the website(s), mobile or app site(s) or other methods for directing traffic owned, controlled or operated by the Affiliate with the purpose to promote Fly Partners’s Brand(s).

 

Agreement - means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, (iii) any insertion order signed between the Affiliate and Fly Partners that specifies terms of cooperation with the Affiliate: brands/websites to be promoted, targeted countries, term for cooperation, marketing material, additional restrictions and obligations, etc. and (iv) any other rules or guidelines of the Fly Partners and/or Brand(s) made known to the Affiliate from time to time.

 

Brand - any website located at any URL owned, used, operated and/or maintained by the Fly Partners or its affiliated legal entities.

 

Confidential Information - shall mean any and all information that is disclosed by Fly Partners to the Affiliate and that relates to Fly Partners’ business or its business relationship hereunder, including, but not limited to, information concerning Brands, finances, products, services, customers and suppliers, which is passed by disclosing Fly Partners to the Affiliate, either directly or indirectly, in oral, written or any other form.

Confidential Information shall not include information which (i) is in or comes into the public domain without breach of this Agreement by the Affiliate; (ii) was in the possession of the Affiliate prior to receipt from Fly Partners; (iii) is acquired by the Affiliate from a third party not under an obligation of confidentiality or non-use to Fly Partners; (iv) is independently developed by the Affiliate without use of any Confidential Information of Fly Partners; or (v) is allowed to be disclosed by Fly Partners in writing.

 

Commission - means the monetary consideration to be paid by Fly Partners to the Affiliate for the provision of Services in accordance with this Agreement.

Commission Structure - means any specific reward structures expressly agreed between the Fly Partners and the Affiliate.

Сost Per Action (CPA) - means a particular type of the Affiliate Program according to which Fly Partners pays for each specified action linked to the Advertisement. 

Fraud -  means an intentional act by a New Customer and/or the Affiliate to obtain money from Fly Partners and/or the Brand(s) (i) by deliberate deception; and/or (ii) in violation of the rules of the Brand (including, without limitation, Terms and Conditions, and other applicable documents).

 

The following actions shall also constitute a Fraud: 

- actual or attempted bonus abuse on the New Customer’s end; 

- Affiliate's or third party’s encouragement of bonus abuse on the New Customer’s end; 

- a chargeback executed by a New Customer in relation to their deposit; 

- collusion between New Customers; 

- the opening of the New Customer account in breach of the terms of the Terms and Conditions; 

- the offering or providing any SPAM to potential New Customers; 

- any attempt by the Affiliate to artificially increase the Affiliate Commission; 

- deposits, revenues or traffic generated through illegal means; 

- any act which has been committed by the Affiliate and/or New Customer in bad faith against Fly Partners or to defraud Fly Partners regardless of whether or not such action has resulted in any type of harm or damage to Fly Partners (including without limitation deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes Fly Partners intellectual property rights)); 

- any attempts to register and/or use any domain names confusingly similar to the ones owned by Fly Partners and/or the Brands, containing either the whole domain name or any of its parts including any possible alterations (e.g. letter replacement);

- registering of duplicate Affiliate Accounts;

- any other actions mentioned as a Fraud in these Terms and Conditions.

GEO - means the agreed territories from which New Customer is referred by the Affiliate. The list of GEO is specified by Fly Partners.

 

Good Industry Practice - means using such standards, practices, methods and procedures and exercising such degree of skill and care, diligence, prudence and foresight, which would in each case reasonably and ordinarily be expected from a skilled and experienced professional provider of digital marketing and traffic acquisition services in the same or similar circumstances.

 

Gross Gaming Revenue (GGR) - means the amount equal to all the money New Customers wager minus the all the sums that they win.

 

Intellectual Property Rights - means without limitation patents, know-how, trademarks, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

Material Breach - means any violation of the terms and conditions of this Agreement and/or an act of gross negligence or willful misconduct of either Party (included but not limited to spamming, breach of marketing rules, fraud etc.).

Net Gaming Revenue (NGR) - means all monies received by the Fly Partners from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks. For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to the Fly Partners Brand(s) by the Affiliate Website(s).

New Customers - means a new, first-time customer of the Fly Partners who made a first deposit amounting to at least the applicable minimum deposit at Fly Partners’ Brand(s)’ player account, in accordance with the applicable terms and conditions of Fly Partners Brand(s)’’. This excludes the Affiliate, its employees, relatives and friends.

 

Personal Data - means any information relating to an identified or identifiable natural person (“data subject” as defined in the applicable Data Protection Laws).

 

Promotional Materials - means materials provided by Fly Partners (unless otherwise agreed between the Parties) and used by the Affiliate in order to promote the activity related to Fly Partners, including banners and text links and any other promotional material that the Affiliate subsequently uses to advertise Fly Partners Brand(s).

 

Purpose - means the promotion and advertisement of the Website, designed to attract potential New  Customers via the Tracking Link(s) to the Brand(s).

 

Restricted Territories - means countries where the operations of the Brand(s) are prohibited. The list of Restricted Territories for the Brand(s) could be found in the appropriate section of terms and conditions of the corresponding Brand.

 

Revenue Share - means the default remuneration model used in this Affiliate Program, according to which the Affiliate receives a percentage of the Net Gaming Revenue derived by the Brand from the  New Customer referred by that Affiliate.

 

Services - means digital marketing and traffic acquisition services.

 

Settlement Period - means a period within which Services are provided, each starting at 00.00.00 AM of the first day of the calendar month and ending at 11.59.59 PM of the last day of the calendar month (time: GMT +2).

 

SPAM (Unsolicited Advertisement) - means any deposits, gross revenue or traffic generated at the Brand(s) or in the Customer’s Account through illegal means or in bad faith, regardless of whether or not it actually causes harm to any member of the Fly Partners or its affiliated persons or any third party. SPAM includes, but is not limited to, false advertising, unauthorized incentives (financial or otherwise), deposits generated by fraudulently obtained payment methods, collusion, manipulation of the service system, bonuses or promotions or any other unauthorized use of New Customer’s Accounts.

Under SPAM in these Terms and Conditions We also understand Advertisement, such as (but not limited to) Advertisement containing contents (i) derogating or distorting a nation or race or of derogatory or distorting nature of any kind, e.g., based on a person’s sex, sexual orientation, race or nation; and/or (ii) of pornographic, indecent, immoral or otherwise offensive nature; and/or (iii) of defamatory or libelous or slanderous nature; and/or (iv) promoting ethnic or religious hostility or intolerance; and/or promoting violence, political unrest or war; and/or (v) endangering national or international security, national integrity or the constitutional order of any country; and/or that falsely expresses or implies that such content is sponsored or endorsed by Fly Partners; and/or (vi) that may be deemed malicious or harmful to or may be able to damage any electronic system or network, containing viruses, Trojans, spy programs, steal-ware, cookie-stuffing, any form of click-fraud or generally malware of any kind; and/or (vii) that is sent to New Customer without New Customer’s prior due consent, if the provision of such consent is required under applicable laws, in case of email or SMS marketing.

Tracking Link - a unique tracking web link that allows the Affiliate to direct potential New Customers to the Brand(s) and which enables Fly Partners to identify the Affiliate that has directed such specific New Customer for the purpose of calculating the Affiliate Commission.

In this Agreement, unless otherwise specified, any reference to:

(a) a statute or statutory provision includes a reference to the statute or statutory provision as modified or re-enacted or both from time to time, and to any subordinate legislation made under it;

(b) Clauses, Sections and/or parties are to Clauses of and Sections and/or the Parties to this Agreement, respectively;

(c) a document is a reference to the document as from time to time supplemented, novated or varied from time to time;

(d) reference to a party shall, upon any assignment or other transfer that is permitted by this Agreement, be construed to include those successors and permitted assigns or transferees;

(e) the singular includes the plural and vice versa and the masculine includes the feminine and the neuter genders and vice versa;

(g) writing includes email or skype, but excludes fax transmission and all other electronic means of written communication.

1.2. The contents page and headings used in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

 

  • 2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1 The Affiliate has a right to: 

2.1.1 Right to direct New Customers. Fly Partners grants the Affiliate with the non-exclusive, non-assignable, right, during the term of the Agreement, to direct New Customers to such websites of the Brands as is agreed in strict accordance with the terms of the Agreement. You shall have no claim to Commission or other compensation on business secured by persons or entities other than the Affiliate.

2.1.2. License to use Fly Partners Intellectual Property Rights. Fly Partners grant to the Affiliate a non-exclusive, non-transferable license, during the term of the Agreement, to use the Intellectual Property Rights of Fly Partners, which Fly Partners may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Fly Partners. This license cannot be sub-licensed, assigned or otherwise transferred by the Affiliate to any third party.

2.1.3 Players’ Personal Data. For the purpose of the Services delivered under the Agreement, it is understood that the Affiliate shall not have access to any Personal Data of Fly Partner’s customers and users of Fly Partner’s Brands.

2.2 The Affiliate shall:

2.2.1 To maximize his/her efforts to actively and effectively advertise, market and promote Brands of Fly Partners as much as possible in order for both parties to benefit and to abide by the guidelines of Fly Partners as they may be brought forward from time to time and/or as being published online and/or prescribed in a separate agreement signed by Parties.

2.2.2 To market and refer potential players to Brands at their own cost and expense. The Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful under applicable laws, including General Data Protection Regulation (GDPR) and must be in accordance with the Agreement and Good Industry Practice as well as to function as a professional website. 

2.2.3 To comply with the General Data Protection Regulation (GDPR) and any existing or new data protection acts, regulations or law applicable to Affiliate's territory. This includes all applicable legislation and/or regulations relating to the use of ‘cookies’.

2.2.4 To use only Tracking Links provided within the scope of the Affiliate Program, otherwise no guarantee whatsoever can be assumed for proper registration and sales accounting. Also, not to change or modify in any way any link or marketing material without prior written authorization from the Brand. Under changing of tracking link means adding of variables, text, metrics, parameters after the Tracking Link text. The Affiliate cannot change, amend or alter the Tracking Link text itself (which includes protocol, domain, and path). When options “Use sub_id” and/or “Use click_id” are included, the Affiliate may amend or change the query string (link text after the question mark). Fly Partners shall not be liable for any missed conversion if the Affiliate changes, amends or alters the Tracking Link. The Tracking Links shall be displayed at least as prominently as any other sales link on the Affiliate Website. 

2.2.5 To be responsible for the development, the operation, and the maintenance of its Affiliate Website as well as for all material appearing on its Affiliate Website.

2.2.6 To ensure the start of placement of the Advertisement(s) and Brands on the Internet resources in accordance with the Agreement.

2.2.7 To refrain from using any Advertisement(s) and Brands in bad faith or in fraudulent, illegal, inappropriate ways.

2.2.8 To use the Promotional Materials in accordance with the Terms and Conditions, instructions set by Fly Partners and any applicable regulations and/or laws.

2.2.9  In the advertising and promotion of Brands and referral of New Customers use only Promotional Materials approved by Fly Partners. 

2.2.10 To ensure Advertisement(s) and/or Promotional materials generated by Fly Partners and/or the Advertisement created and/or modified by the Affiliate and/or Subcontractors do not:

2.2.10.1 contain any information that may be qualified as SPAM or Unsolicited Advertisement;

2.2.10.2 contain Personal Data or any other references to natural persons, unless otherwise agreed by Parties in writing;

2.2.10.3 infringe Intellectual Property rights of Fly Partners, its Brand(s) or any third parties. 

2.2.11 To provide Fly Partners with reports by such means and in such format as stipulated by Fly Partners (upon written request).

2.2.12 To be able to provide immediately but no later than in 3 banking days upon written request Fly Partners with the corporate documents and/or a copy of ID, Utility Bill etc. or any other documents and/or information.

2.2.13 To provide Services with the use of customary means (e.g. IP-Geolocation) in order to limit the provision of the Services to the agreed GEO.

2.2.14 To obtain any necessary certificates, authorizations, registrations and licenses that are mandatory to take part in the Affiliate Program and market the Affiliate Websites.

2.2.15 To ensure that the Affiliate’s login details for the Affiliate’s Account are kept confidential, safe and secure. The Affiliate shall be solely responsible for any unauthorized use of their login details and for all activity and conduct on the Affiliate’s Account, whether authorized by the Affiliate or not. The Affiliate shall immediately and without delay inform Fly Partners of any suspected illegal and/or unauthorized use of the Affiliate’s Account.

2.2.16  To immediately notify Fly Partners if Affiliate has any reasonable suspicion that any New Customer referred by Affiliate is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites.

2.2.17 To be solely responsible for all risk, costs and expenses incurred by Affiliate in meeting its obligations under the Agreement.

2.2.18 To immediately give the Fly Partners all such assistance as is required and provide Fly Partners with all such information as is requested by the Fly Partners to monitor the activity of Fly Partners under the Affiliate Program.

2.3. The Affiliate shall not:

2.3.1 To Exploit the Brand(s) or Advertisement for any use other than the Purpose;

2.3.2 In any way reproduce the Brand(s) or any part of its contents other than to the extent permitted by the Agreement and necessary to fulfill the Purpose;

2.3.3 To perform any act which is illegal, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials and/or any other unsuitable content or a content that is unlawful in a target country.

2.3.4 To actively target any person who is under the legal age for gambling within each jurisdiction.

2.3.5 To actively target any jurisdiction where online gambling and the promotion of gambling is illegal or banned.

2.3.6 to generate traffic to the Fly Partners by illegal or fraudulent activity, particularly but not limited to by:

2.3.6.1 Sending SPAM.

2.3.6.2 Incorrect metatags.

2.3.6.3 To register as a player or making deposits directly or indirectly to any player account through his tracker links for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the Commission payable or to otherwise defraud the Fly Partners. Violation of this provision shall be deemed to be Fraud.

2.3.7 To present the Affiliate Website in such a way that it might evoke any risk of confusion with Fly Partners and or give the impression that the Affiliate Website is partly or fully originated with Fly Partners.

2.3.8 To use the Advertisement and/or Brands in any way that may harm Fly Partners or its trademarks, copyrights, goodwill and/or branding;

2.3.9 To directly or indirectly benefit from, or be a party to, any form of money laundering or similar illegal activities. Fly Partners reserves the right to report the Affiliate to the authorities (federal or local), should the above-mentioned activities occur. The Affiliate hereby recognises that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by Affiliate or later discovered by Fly Partners) does not count as a valid New Customer under the Agreement, and thereby no Commission shall be payable in relation to such New Customers.

In addition, the Fly Partners will not pay for inappropriate traffic, such as, for instance:

a) Fraud – all scamming activity including the use of other people’s payment details and accounts, DDOS-attacks, inviting relatives and/or any methods that artificially generate leads or New Customers.

b) Motivated and scheme traffic – as well as cross-selling, traffic from books (motivation traffic), with using a service in order to attract people who do not want to play, but do it for money (while making minimum deposits, minimal activity, do not return anymore etc).

c) Arbitrage style of playing (betting): 

        1) fork player – is a professional player who uses forks situations (forks) in order to get a NET profit for any outcome of a sporting event.

        2) button player – this is a player who uses various auto-instruments (programs, codes, etc.) that can make bets in the absence of such a player, as well as using those outcomes for events, the result of which is already known.

        3) handicapper – this is a professional player who, based on his own analysis, makes bets and beats the company.

d) Fly Partners does not pay for duplicate players i.e. if a player already exists, for example, within the brands of one of Fly Partners’s groups located in the Fly Partners’s system. Discrepancies may occur with the 2 sets of data as pixel tracking only registers every single click / depositor and does not take into account already existing players.

2.3.10  To refer a user to the Brand(s) with the use of misleading promises, actions, or functionality;

2.3.11 To offer a user the money, prize, or some kind of reward for clicking on the Advertisement, visiting the Brand(s) or registering an account on the Brand(s), unless this reward or prize is stipulated by Fly Partners.

2.3.12 To use automated script(s), computer program(s) in order to imitate the click of the user on the Advertisement or imitate the registration of the New Customer on the Brand(s).

2.3.13 To open his Affiliate`s Account on behalf of a third party or transfer his Affiliate`s Account into possession to a third party without prior written approval from Fly Partners. Affiliates wishing to transfer an Affiliate Account to another beneficial owner must contact Us and request written permission.

2.3.14 To change, amend or alter Advertisement(s) provided by Fly Partners in Affiliate`s Account without prior written approval from Fly Partners.

2.3.15 To use any device, robot, spider, software, routine or another method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Brand(s) or the website fly-partners.com;

2.3.16 To register more than one account on the website fly-partners.com without prior written approval from Fly Partners;

2.3.17 To register a new Affiliate`s Account if the Affiliate`s Account had previously been closed due to Material breach of this Agreement;

2.3.18 To refer user(s) to the Website(s) via Promotional materials which are not provided or approved for use by Fly Partners, unless permitted in writing by Fly Partners. The Affiliate shall not modify the appearance of any advertising that has been provided to Affiliate or for which approval was granted. It is sole responsibility of the Affiliate to seek approval from the Fly Partners in time for launch of any advertising campaign or creative, to ensure it has written approval from the Fly Partners in relation to advertising, and to be able to evidence such approval upon request.

2.3.19 To perform any actions which are intended, or would reasonably be expected, to harm Fly Partners or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to Fly Partners.

2.3.20 To attempt to intercept or redirect (including via user-installed software) traffic from or on any website or other place that participates in Affiliate Program of Fly Partners, as well as, create websites using the results of Intellectual Property of Fly Partners and its Brands such as, but not limited to brand, name, trademark, logos, search tags, etc. In case of violation of this provision, the Fly Partners has the right to withhold the amount of the Commission due to be paid to the Affiliate in proportion to the amount of losses incurred in result of such prohibited actions.

2.3.21 To use any Tracking Links or otherwise place any digital advertisements whatsoever featuring the Intellectual Property of Fly Partners on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the Intellectual Property Rights of any third party or of the Fly Partners, or breach any relevant advertising regulations or codes of practice in any territory where such trackin links or digital advertisements may be featured.

2.3.22 To send any email or SMS communications to individuals which (i) include any of the Fly Partners’s Intellectual Property Rights; or (ii) otherwise intend to promote the Fly Partners Brands, you must first obtain Fly Partners’s permission to send such emails. If such permission is granted by the Fly Partners, the Affiliate must then ensure it has each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. The Affiliate must also make it clear to the recipient that all marketing communications are sent from Affiliate and are not from the Fly Partners.

2.3.23 Any Promotional Materials that is send by the Affiliate via SMS or a direct marketing shall meet the following requirements:

  • - The communication shall not be sent to persons under the age of 18 or under the age of legal consent for gambling activities (whichever is higher) in the country of the targeted recipient(s) of any such correspondence
  • - The Affiliate shall include a true name in the "From" field of any email and not a sales pitch, marketing message or any misleading information. The correspondence must clearly identify the Affiliate as the sender and the Affiliate shall not falsify or hide the Affiliates identity in any way;
  • - The communication must include a valid email address to which the recipient can respond to unsubscribe or opt out from any future marketing communications. The reply address must be active for at least 30 days since the communication has been sent out;
  • - Any opt out or unsubscribe request submitted by any communication recipient must be addressed in a reasonable time frame, before any future communication is sent out to the same recipient. 
  • - The Affiliate undertakes not to send any further marketing communications to any person who has indicated (by whatever means) that they do not wish to receive any further marketing communications;
  • - The communication must include a link to the Affiliate's privacy policy.

2.3.24 The Affiliate shall inform Fly Partners about any claims received relating to the direct marketing (including sending of SMS and emails). The Affiliate shall be obliged to immediately provide Fly Partners with full information regarding the corresponding recipient, including but not limited to the source and way of the Affiliate's obtaining the recipients personal data, proof of that recipient’s opt-in consent and any other details that Fly Partners shall request. The Affiliate agrees to provide all requested information within 3 business days from the receipt of Fly Partners request.

2.3.25 To infringe Intellectual Property Rights of Fly Partners and/or its Brand(s). Any use of the Fly Partners’s Intellectual Property Rights must be in accordance with any Brand guidelines issued to the Affiliate from time to time and are always subject to the approval. The Affiliate shall not undertake any activities in violation of the Intellectual Property Rights of Fly Partners, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the Brands, copying the “look and feel” of websites or software of Fly Partners and/or Brands, using any the Fly Partners and/or its marks, branding or logos except as expressly permitted by the Agreement, or modifying any Promotional Materials. Any material provided by Fly Partners to Affiliate, whether such material is provided by Fly Partners or on behalf of an Fly Partners’s Brand(s), such is provided on the basis of a revocable, non-exclusive, non-transferrable, non-sublicensable license, and strictly for the purposes of the Agreement. In all cases, including where Third Party Ad Servers are used by the Fly Partners, the reports (underlying the calculation of fees, including but not limited to statistics, user actions, impressions and click-throughs) generated by the Fly Partners will be relied upon as the basis for any invoicing and subsequent payment. Payment will be made in the currency chosen at the discretion of the Fly Partners.

2.3.26 To offer any cashback / value-back or similar programs, other than such programs as are offered on the Fly Partners Brand(s).

2.3.27 The Fly Partners has ongoing commitment to responsible gaming and prevention of gambling addiction. The Affiliate agrees to actively cooperate with the Fly Partners to convey a responsible gaming message. Specifically, the Affiliate will not use any material or in any way target persons who are under 18 or the legal gambling age in their jurisdiction.

2.3.28 To target Restricted Territories.

2.4 Fly Partners shall:

2.4.1 Have a following remedies in a case of breach (or, where relevant, suspected breach) of the Agreement by Affiliate or in a case of Affiliate’s negligence in performance under the Affiliate Program, or failure to meet Affiliate’s obligations hereunder:

2.4.1.1 the right to suspend Affiliate’s participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Agreement. During such period of suspension payment of Commissions will also be suspended;

2.4.1.2 the right to withhold any Commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate which is in breach of the Affiliate’s obligations under the Affiliate Agreement;

2.4.1.3 the right to withhold from the Commission monies which the Fly Partners deem reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of the Fly Partners which arises as a result of the Affiliate’s breach of the Agreement;

2.4.1.4 the right to transfer structure of payments to Affiliate from CPA into Revenue Share with immediate effect in case of poor quality of traffic (e.g. average number of deposits per a New Customer is 1,5 or lower during the first two weeks and most of such deposits are close to minimal);

2.4.1.5 immediately terminate the Agreement;

2.4.1.6 the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with Section 5 of these Terms and Conditions.

2.4.2  Have the right to withhold any amount (including revenue share / CPA / another listing deal) due to the Affiliate in a case of the Affiliate’s breach of a listing dea. The breach may include any of the following:

2.4.2.1 Affiliate did not provide listing of the Fly Partners’s advertising materials within the specified period;

2.4.2.2 The Affiliate Website, on which the listing was agreed, does not work;

2.4.2.3 The Affiliate listed the Fly Partners’s advertising materials in a lower position than was agreed by the Parties.

2.4.3 Have the right to unilaterally refuse to register an Affiliate Account. Fly Partners reserves the right not to give reasons for refusing to open such Affiliate Account.

2.4.4 Provide the Affiliate with all required information and materials that are required for the fulfillment of this Agreement and the implementation of the tracking links. New Customers will receive unique tracking IDs.

2.4.5 Inform the Affiliate about all changes connected with previously provided materials and information;

2.4.6 Administrate the turnover generated via the tracking links, record the revenue and the total amount of Commission earned via the tracking link, provide the Affiliate with Commission statistics, and handle all customer services related to the business. A unique tracking identification code/s will be assigned to all New Customers.

2.4.7 Pay the Affiliate the amount due depending on the traffic generated subject to the еerms of the Agreement.

2.4.8 Refuse to accept the Services provided by the Affiliate if such Services breach the terms and conditions of the Agreement.

 

  • 3. PAYMENTS AND COMMISSIONS

3.1 The Affilaite's Account shall be set to standard Commission Structure unless otherwise specified and agreed between the parties. Fly Partners agree to pay the Affiliate a Commission based on the Net Gaming Revenue (NGR) generated from New Customers referred by the Affiliate’s Website and/or other channel (Revenue Share). Net Gaming Revenue is determined by the number of New Customers referred by the Affiliate within one month and is calculated in accordance with the rules given hereunder. New Customers are those customers of the Fly Partners who do not yet have an existing gaming account and who access the Website via the tracking link; who properly register and make supported cryptocurrency deposits into their Fly Partners’s gaming account. The Commission shall be deemed to be inclusive of value added tax or any other tax if applicable.

3.2 The Commission shall be a percentage of the Net Gaming Revenue (NGR) in accordance with the Commission structures for the particular product. The calculation is as follows:

Net Gaming Revenue = Total Deposits – Total Wins – Bonuses – Admin Fee. Fly Partners charges a 30% admin fee. This value contains processing, game provider and platform fees.

3.3 The percentage of Affiliate depends on last month’s First Time Deposits (FTD):

25% from NGR if up to 5 FTD 

30% from NGR if up to 10 FTD 

35% from NGR if up to 20 FTD 

40% from NGR if up to 40 FTD 

 

3.4 The Commission can also be calculated in one of the following ways:

Flat Fee: Fly Partners shall pay the Affiliate the fixed Commission in EUR for placing Brand(s) in a specific position

Listing Fee: Fly Partners shall pay the Affiliate the fixed Commission in EUR for placing Brand(s) without being tied to a specific position.

CPA: Fly Partners shall pay the Affiliate the agreed amount per each New Customer (depending on the traffic source and GEO), who makes a first deposit in the agreed amount per each New Customer (depending on the traffic source and GEO), who makes the first deposit in the amount no less than agreed amount of EUR during each Settlement Period.

Hybrid Affiliate Program: means a type of Affiliate Program which combines CPA and RevShare. 

3.5 Commissions are calculated at the end of each month and payments are sent out no later than the 15th (fifteenth) business day of each calendar month, provided that the amount due exceeds EUR200 (‘Minimum Threshold’). Commissions are defined by the previous month’s performance. If the total amount of the Affiliate Commissions owed to the Affiliate is less than EUR200 for any calendar month, the balance which is indicated in the Affiliate Wallet will be transferred and combined with next month’s Affiliate Commissions until the total amount becomes  EUR200 or higher. 

3.6 In case the Parties have agreed in writing that the Affiliate issues invoice to Fly Partners for the generated Affiliate Commission, the Affiliate is obliged to prepare and send the invoice to affiliates@fly-partners.com.

3.7 All payments for commissions will be issued only if the affiliate balance is positive. If the account balance is negative due to the player’s activity on the games, no commission shall be payable, nonetheless, the account balance will NOT be carried over to the upcoming month.

3.8 If the Affiliate disagrees with the balance due as reported, they shall send an email to the Affiliate Program within a period of thirty (30) days on: affiliates@fly-partners.com. The Affiliate shall indicate the reasons of such dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the Balance due for the period indicated. Failure to notify the Fly Partners within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.

3.9 Fly Partners calculations in relation to the Affiliate Commissions shall be a final and authoritative tool and shall not be open to a review or discussion. Fly Partners shall make relevant figures available to the Affiliate through the Affiliate Account. In order to allow accurate tracking, reporting, and Affiliate Commissions allocation, the Affiliate must ensure that the tracking links are properly formatted throughout the term of the Affiliate Agreement.

3.10 If an error is made in the calculation of the Commission, the Fly Partners has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

3.11 Neither the Affiliate nor the Affiliate Associated Partners are allowed to become New Customers registered through tracking link. Violation of this section shall entitle Fly Partners to indefinitely withhold and seize all Affiliate Commissions. 

3.12 Fly Partners has the right to review all Affiliate Commissions for any possible fraud, regardless of whether such fraud may be the fault of the Customer or the Affiliate. The review of any potential Fraud shall not exceed a period of 180 days. The Fly Partners can withhold and seize all Affiliate Commissions that are indicated by Fly Partners as a Fraud. If deemed by Fly Partners that the Affiliate or New Customer has committed Fraud, the Affiliate shall not be entitled to receive any Affiliate Commissions that have been or will be generated in the Affiliate Account. Any instance of Fraud by the Affiliate will constitute a breach of the Terms and Conditions. Fly Partners has the right to off-set any amounts already received by the Affiliate (which can be shown to have been generated by Fraud) from any Affiliate Commissions acquired in the future.

3.13 In case the Affiliate refers the New Customer from the GEO, which is not agreed by the Parties, the payment of the Affiliate Commission regarding such New Customer is decided by Fly Partners at its sole discretion.

3.14 The Affiliate may, at the Fly Partners’s sole discretion, be provided with the opportunity to restructure its Commission Structure.

3.15 The Affiliate Commission is paid in euro (EUR) currency. If the Parties have agreed that the payment shall be made in any other currency, it will be calculated due to the official currency exchange rate on a payment date. The Affiliate Commission shall be paid through any of the payment methods available in the Affiliate Program and selected by the Affiliate inside the Affiliate Account. The Affiliate is responsible for keeping payment details updated at all times. The Affiliate is solely liable for payment of any currency conversion charges or any other charges associated with the transfer of Affiliate Commissions.

3.16 A CPA is paid to an affiliate for each player whose deposit amount at least equals the amount of the established CPA or the equivalent in other currencies, if the transaction does not have any additional conditions such as baseline or others.

3.17 No Negative Carryover. In case New Customer(s) receive(s) applicable money and the Revenue Share, if applicable, in a particular Settlement Period becomes negative, then such negative balance shall not (i) be carried forward into the following Settlement Period or into successive Settlement Periods, and there shall be no deductions to the Revenue Share in successive Settlement Periods; or (ii) be carried over to different types of Affiliate Programs or different Brand(s) (if applicable) of Fly Partners and there shall be no deductions to the Revenue Share from such other types of Affiliate Programs or Brand(s).

 

3.18 Clause 3.16 applies only if preliminary agreed with Fly Partners, otherwise is not applicable.

 

3.19 If the Affiliate claims the Commission after the 12 (twelve) months from the date of occurrence of this Commission, Fly Partners reserves the right to pay this Commission within 6 (six) months after the receiving of the Affiliate's claim.

3.20 Each Party agrees to comply with applicable tax law, statutes and regulations. The Affiliate agrees to comply with all its obligations under tax and social security laws to the extent applicable to the Agreement or to the Affiliate’s activities performed based on this Agreement.

3.21 The Affiliate shall be solely responsible for the payment of any social security contribution, tax obligations, including VAT, and any other fees and deductions paid under the Agreement as well as any insurance coverage. The payment charges shall be borne by the Affiliate, including payment charges imposed by intermediate banks in third countries and/or alternative payment systems (including, but not limited to, Skrill, Neteller, Webmoney), unless otherwise agreed by Parties.

3.22 Payments to the Affiliate can be made either by the Fly Partners or by a competent third party acting on behalf and upon authorization of the Fly Partners.

  • 4. TERM AND TERMINATION

4.1. Term. This Agreement shall commence when the Affiliate creates his Affiliate`s Account on the website fly-partners.com and shall be valid until terminated in accordance with the terms specified herein.

4.2. Termination for Convenience. This Agreement may be terminated by the Affiliate by the termination of the Affiliate`s Account from the website fly-partners.com . Either Party can at any time without any cause terminate this Agreement by giving 30 (thirty) calendar days written notice of such termination to the other Party.

4.3. Termination for Material Breach. This Agreement may be terminated by either Party by giving 7 (seven) calendar days written notice of such termination to the other Party if the other Party commits a Material breach of the Agreement and such breach or failure is not remedied within 7 (seven) calendar days of receipt of a written notice specifying the details of such breach or failure and requiring the same to be remedied.

In case of any breach, Fly Partners is entitled to immediately suspend and/or block the access to the Affiliate`s Account and/or block the accrual of the Commission until the breach is remedied by the Affiliate.

4.4. Termination for Liquidation. This Agreement may be terminated by either Party by giving 5 (five) calendar days written notice of such termination to the other Party if the other Party presents a petition or has a petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under applicable law to be unable to pay its debts, presents or has presented against it a bankruptcy petition or shall suffer anything analogous to these matters.

4.5. Effect of Termination. Upon termination of this Agreement, the Affiliate shall cease all activities and promptly destroy all materials and Confidential Information, which Fly Partners may have furnished to the Affiliate in connection with its activities hereunder. Upon termination the Affiliate also must immediately remove all of the Fly Partners banners or creatives from the Affiliate Website and disable all tracking links from the Affiliate Website to all Company Brands. All rights and licenses given to you in the Affiliate Agreement shall immediately terminate. You will return to the Company any confidential information and all copies of it in your possession and control, and will cease all uses of all Company Intellectual Property Rights.The Affiliate shall send an invoice and Fly Partners shall pay all outstanding invoices within the agreed period for the Services provided before the termination date. Upon any termination of this Agreement for any reason, Fly Partners shall not be liable to the Affiliate for loss of future commissions, goodwill, investments, advertising or promotional costs or like expenses. After termination of the Agreement, Fly Partners shall retain access to the Affiliate`s Account and account(s) of its respective Subcontractors.

  • 5. CONFIDENTIAL INFORMATION

 

5.1 Throughout the duration of the Affiliate Programme, the Affiliate may from time to time be entrusted with Confidential Information. The Affiliate shall use the Confidential Information only for the purposes necessary to exercise its obligations under the Affiliate Agreement. For the avoidance of doubt, the Affiliate must not use the Confidential Information for any own commercial purpose or any other purpose other than those set in the Agreement.

 

5.2 The Affiliate agrees to avoid disclosure of the Confidential Information to any third party unless the Affiliate has received a written consent from Fly Partners. 

 

5.3. The confidentiality obligation will not apply to any Confidential Information that: 

5.3.1 has come into the public domain other than by breach of the Agreement; 

5.3.2. is obtained from a third party without breach of this section; 

5.3.3 has been disclosed to the Affiliate by a third party, other than Fly Partners or affiliated legal entities; 

5.3.4 is required to be disclosed by law or other regulatory requirement provided notice is given to Fly Partners prior to disclosure where legal to do so. 

 

5.4 In case of termination of the Agreement the Affiliate shall (without request) use all reasonable endeavors to destroy any copies of Confidential Information in its possession, except to the extent the Affiliate is obliged to retain such information under any applicable condition of law, regulation or license. 

 

5.5 This Section shall survive the termination of the Agreement and shall continue to apply for 5 (five) years after the termination of the Affiliate Agreement.

 

  • 6. INTELLECTUAL PROPERTY

 

6.1 Ownership. The Affiliate agrees and acknowledges that Fly Partners is the sole and exclusive owner to all right, title and interest in all intellectual property rights associated with all and any products and services offered by Fly Partners and/or Brands associated with Fly Partners. During the validity of the Agreement, the Affiliate shall not attempt to register any of the trademarks or any service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Brands.

 

6.2 Grant of Rights. Fly Partners hereby grants to the Affiliate a non-exclusive, royalty-free, revocable sub-license, during the validity of the Agreement, to use, publicly display and perform, distribute and display the Brands and create a Link, as part of or in connection with promotion and marketing in accordance with the terms and conditions of the Agreement and any guidelines issued by Fly Partners from time to time.

 

6.3 The Affiliate acknowledges that all and any intellectual property rights such as copyrights and/or rights to names, Brands, designs or inventions that the Affiliate makes or creates while performing his Services shall belong without limitations to Fly Partners and the Affiliate covenants to release, transfer and/or destroy all and any such intellectual property rights, designs or inventions upon first demand of Fly Partners and without the right to compensation, even after termination of the Agreement.

 

6.4 Infringement of Intellectual Property Rights. The Affiliate agrees that if it is notified or otherwise obtains knowledge of any actual or alleged infringement of the Brands or any other intellectual property rights of Fly Partners by a third party in any country throughout the world, the Affiliate will promptly notify Fly Partners. No legal proceedings shall be instituted by the Affiliate against any third party in respect of any such actual or alleged infringement without the prior written consent of Fly Partners.

 

  • 7. PERSONAL DATA


7.1 Hereby the Affiliate agrees and gives permission to Fly Partners to process and store the Affiliates personal data. The personal information may include but not be limited to e-mail addresses and transaction details, IP addresses, name, surname, personal identification documentation and data of the Affiliate and/or its employees. 

 

7.2 Privacy Policy is available on Fly Partners website and is an inseparable part of the Agreement. It sets the terms for processing of any personal data Fly Partners collects or might be provided to Fly Partners by the Affiliate. The Cookie Policy is part of the Privacy Policy and details the information about the cookies Fly Partners stores on its sites. By using Fly Partners sites, the Affiliate consents to processing of personal data and cookies and warrants that all data provided by the Affiliate is accurate. 

 

7.3 The Affiliate shall at all times comply with the GDPR and any other data protection regulation with respect to all data filtered to Fly Partners. Without prejudice to the generality of the foregoing, the Affiliate undertakes to have in place a privacy policy which is readily accessible for any New Customer and/or any other customer which informs of the manner in which their data is processed, the legal basis for such processing and the persons to whom their data may be shared, amongst other legal requirements. 

 

7.4 Fly Partners has the right to request that the Affiliate provides evidence regarding its compliance with the Section 8.3 and the Affiliate shall provide reasonable proof to this effect within 10 days of the receipt of such request.

 

  • 8. REPRESENTATIONS AND WARRANTIES

 

8.1. Either Party agrees to be bound by the Agreement and represents and warrants that:

8.1.1. it fully understands and accepts the terms and conditions of the Agreement and that it will at all times comply with the terms and conditions of the Agreement;

8.1.2. it will, at all times, comply with all applicable rules, laws and regulations relevant to this Agreement, the purpose and its business generally;

8.1.3. it has, and will retain throughout the Term of the Agreement, title and authority to enter into the Agreement and to grant the rights and perform the obligations in the Agreement;

8.1.4. it has provided other Party with complete, valid and truthful information and shall update and inform other Party of any and all changes to such information;

8.1.5. it has obtained and will maintain in force throughout the term of the Agreement all necessary registrations, permits, authorisations, consents and licenses necessary to fulfill its obligations under the Agreement.

 

8.2. Neither Party warrants that the operation of their respective websites (including the Brand(s) or Affiliate Website) or other media means will be error-free or uninterrupted and neither Party will be liable to the other Party for the consequences of any such errors or interruption, occurred not through a fault, mistake, negligence and/or willful misconduct of either Party.

 

8.3 Fly Partners make no express or implied warranties or representations with respect to the Affiliate Program, about the Fly Partners or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement). In addition, we make no representation that the operation of websites of Fly Partners will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and the Fly Partners database, the database shall be deemed accurate.

 

 

  • 9. LIABILITIES, LIMITATION OF LIABILITY, INDEMNIFICATION

9.1 Each Party shall be liable to the other Party for direct damages resulting from a breach of the provisions of this Agreement.

 

9.2 Each Party shall not be liable to each other or any other person or entity, whether in contract, tort (including negligence, breach of statutory duty, or other tort) or otherwise:

 

9.2.1 for any loss of revenue, business, anticipated savings or profits, or

 

10.2.2 for any indirect, special or consequential loss, damage, costs, or other claims, howsoever caused or arising.

 

10.3 Nothing in this Agreement shall operate to exclude or limit Parties’ liability for:

 

10.3.1 death or personal injury caused by parties’ negligence; or

 

10.3.2 fraud or fraudulent misrepresentation; or

 

10.3.3 any other liability which cannot be excluded or limited under applicable law.

 

10.4 The Affiliate shall provide Fly Partners with reasonable cooperation and assistance in bringing and/or defending any claim or proceedings arising from or in connection with any matter relating to the Agreement (including, without limitation, the Brand, the Advertisement).

 

10.5 The Affiliate agrees to defend, indemnify and hold Fly Partners and any its affiliated companies, establishments, successors, officers, employees, agents, directors, shareholders and attorneys, safe and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from (i) any negligent or willful acts or omissions by the Affiliate in connection with the Agreement; (ii) any breach of the Agreement by the Affiliate in connection with the representations, duties and obligations of the Affiliate under the Agreement.

 

10.6 The Affiliate shall compensate Fly Partners any damages, losses, expenses and costs incurred, directly or indirectly by Fly Partners in case of the damage or harm to Fly Partners or its reputation or any unwanted or unfavorable publicity of the Fly Partners if these damages, harm or unwanted or unfavorable publicity is/are caused by the actions of the Affiliate.

 

  • 10. MISCELLANEOUS

 

10.1 Non-Waiver. Fly Partners’s failure to enforce Affiliates’s strict performance of any provision of the Agreement will not constitute a waiver of Fly Partners’s right to subsequently enforce such provision or any other provision of the Agreement.

 

10.2 Relationship of Parties. The Fly Partners and the Affiliate are independent contractors and nothing in theAgreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Parties. The Affiliate will have no authority to make or accept any offers or representations on behalf of Fly Partners. The Affiliate will not make any statement, whether on your site or otherwise, that would contradict anything in the Agreement.

 

10.3 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under the Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Agreement with immediate effect by providing a written notice.

 

The following circumstances / events shall be considered as Force Majeure:

 

(a) closing any geo (jurisdiction) as market previously permitted / allowed / available to work with / at by any competent authority act / decision directly restricting / forbidding usual business activity;

 

(b) closing any payment method used for processing at least 75% of payments to / from Customers (withdrawals / deposits / bets) by decision of a financial institution / competent authority;

 

(c) revocation of a casino / betting website operator’s license by decision of a competent authority / license holder (licensor);

 

(d) other similar circumstances / events not specified above substantially affecting normal business processes and / or substantially increasing expenses of Fly Partners.

 

In case of circumstances / events specified in sub-clauses (a)-(d) of this Section the Fly Partners may (but not obliged to) transfer the structure of payments to Affiliate from CPA into Revenue Share with immediate effect. Such decision shall be subject to sole discretion of the Company.

 

10.4 Assignability. You may not assign the Agreement, by operation of law or otherwise, without prior written consent of Fly Partners.

 

10.5 Severability. If any provision of the 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 the Agreement or any provision hereof.

 

10.6 English language. The Agreement was first drafted in English. Should there be any conflict or discrepancy between the English language version and any other language, the English version shall prevail.

 

10.7 Modification of Terms & Conditions. We may modify any of the terms and conditions contained in theAgreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on Fly Partners’s website http://fly-partners.com/. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules. If any modification is unacceptable to the Affiliate, the Affiliate needs to terminate theAgreement. The continued participation in the Affiliate Program following a posting of a change notice or new agreement will constitute binding acceptance of the modification or of the new agreement.

 

10.8 Dispute Resolution. This Agreement and the rights and duties of the Parties shall be governed by, construed and interpreted in accordance with the laws of England and Wales.

In the event of any misunderstanding or dispute between the Parties hereto or any matter concerning the interpretation of any provision of this Agreement the said misunderstanding, dispute or interpretation shall be settled in good faith through negotiations between the Parties.

 

If the Parties are unable to reach an amicable settlement, all disputes related to or arising in the connection of this Agreement shall be finally settled by Arbitration Rules of London Court of International Arbitration (“LCIA”) by one arbitrator appointed in accordance with said rules. The place of arbitration shall be London and the language of proceedings shall be English.