PARTNERSHIP AGREEMENT

 

BY AND BETWEEN

Party of the first part, LUCKIA GAMES, S.A., with registered office at Calle Severo Ochoa 3, A Coruña (Spain) and tax code A-70301817, the corporate purpose of which includes the organisation and operation of online games. For this purpose, the company holds the required permits from the Office of Gambling Regulation belonging to the Spanish Ministry of Finance and Public Administrations and owns the website www.luckia.es, on which the aforementioned online games are available, including poker, casino, bingo and sports betting.

Party of the second part, the PARTNER, a natural or legal person with sufficient capacity to enter into this agreement, who has previously completed the partnership form, and who is interested in publicising the website www.luckia.es. For this purpose, it has the necessary resources, including the ownership and management of websites or similar formats, and receives the commission which is later established for the operations carried out by users redirected by the PARTNER from its website or format similar to the website www.luckia.es.

Based on the above, LUCKIA GAMES, S.A. and the PARTNER agree to be bound by the following provisions, notwithstanding the demands derived from applicable regulations. If both parties were to reach private agreements of an individual nature in their relationship, these agreements shall prevail over the terms and conditions provided in this agreement whenever they may be incompatible.

 

PROVISIONS

One. OBJECTIVE, NATURE AND PURPOSE OF THE AGREEMENT.

The PARTNER shall publicise the website www.luckia.es with its own resources, indicated above, upon acceptance of the terms, conditions and obligations provided for in this agreement and whenever it has been expressly accepted as a PARTNER by LUCKIA GAMES, S.A.

The relationship derived from this agreement and the activity which it entails for each of the parties shall be performed by them independently and autonomously using their own material and human resources. Furthermore, in no case shall the relationship be deemed as employment-related, as a dependency, as an agency, as a company or similar.

The PARTNER shall be directly liable for the effects and damages caused to third parties arising from activities covered by this agreement, with no liability whatsoever being held by LUCKIA GAMES, S.A.

This agreement does not include any type of exclusivity in favour of the PARTNER. It shall be performed directly and may not be transferred or subcontracted. However, the PARTNER may present sub-partners who, in order to achieve said condition, shall comply with the procedures and requirements required in this agreement, with particular reference to their explicit acceptance by LUCKIA GAMES, S.A. 

LUCKIA GAMES, S.A. may transfer the rights and obligations derived from this agreement to third parties, without this entailing any variation in the rights and obligations of the PARTNER. In such a case, the PARTNER authorises LUCKIA GAMES, S.A. to disclose or transfer to the third party any information related to the website, the email address and other non-personal details of the PARTNER, all as an exception to the stipulations of provision nine.

The PARTNER shall refrain from engaging in any activity, whether direct, indirect or in favour of third parties, which enters into competition with LUCKIA GAMES, S.A. or may prejudice its interests.

The declaration of nullity, termination, invalidity or similar by a competent judicial or arbitration authority of any provision or condition of this agreement shall not affect the rest of its provisions, which shall remain in force and bind the parties.

 

Two. PARTNERSHIP PROCEDURES

 The following circumstances shall be met in order to become a PARTNER of LUCKIA GAMES, S.A.:

- The party in question shall accept the provisions of this agreement and complete the partnership form. Both parties agree that clicking on the Send button shall for all intents and purposes imply the acceptance by the party in question of the provisions of this agreement and the obligations deriving from them.

 

- The party in question shall be accepted by LUCKIA GAMES, S.A. Prior to this acceptance, LUCKIA GAMES, S.A. may carry out any checks which it deems necessary or appropriate by collecting from the party in question any details, information or documents deemed necessary for that purpose. Acceptance shall be explicitly stated and sent via email. In no case shall there be tacit acceptances.

 

- The PARTNER must be of legal age or - in the event of a legal entity - must be constituted as such according to the applicable laws of the country, be a going concern and be duly registered according to said laws, complying with all applicable legislation.

 

Three. DURATION AND EFFECTS OF TERMINATION.

In terms of duration and validity, this agreement shall be governed by the following rules:

- The agreement shall enter into force at the same time as the party in question is informed by email about its acceptance as a PARTNER by LUCKIA GAMES, S.A.

 

- The duration shall be annual, being automatically renewed for annual periods if neither of the parties communicates its intention not to renew the agreement prior to the end of the annual period in course, notwithstanding the provisions of the following rules.

 

- The non-acquisition of new customers by the PARTNER over a period of 30 consecutive days shall be grounds for the unilateral termination of the agreement by Luckia.

 

- Notwithstanding the above, either of the parties may terminate the agreement within the year-long period of validity without compensation or indemnification, with the sole requirement being the communication of this desire to the other party by email with thirty days' notice. LUCKIA GAMES, S.A. also reserves the right to temporarily suspend or interrupt this agreement immediately and without notice, either for the period which it freely determines or indefinitely, duly communicating this circumstance to the PARTNER by the means indicated above or via the website, when any of the circumstances mentioned in the following section occur.

 

- In any case, LUCKIA GAMES, S.A. may terminate this agreement or temporarily suspend or interrupt its effectiveness immediately and without notice or compensation if it finds out or suspects that the PARTNER (a) is using means or methods inappropriate to its function; (b) contravenes industry standards or good customs; (c) is carrying out fraudulent or illegal actions; (d) breaches any obligation or rule derived from this agreement; (e) provides inaccurate or incomplete details; (f) does not generate a reasonable turnover; or (g) engages in any activity or conduct contrary to the interests or image of LUCKIA GAMES, S.A.

 

- Once this agreement has been terminated, or temporarily suspended or interrupted, the PARTNER agrees to stop using the content of LUCKIA GAMES, S.A., to delete all links to the website www.luckia.es and to immediately cancel access to the online account. Likewise, the PARTNER shall delete all links established to LUCKIA GAMES, S.A. and any other material of any kind related to LUCKIA GAMES, S.A., whether they are names, graphics, logos, identifying images or marketing phrases, and ultimately any material owned by LUCKIA GAMES, S.A., created by it, provided by it or in any way derived from this agreement or related to it.

 

- Once the relationship with the PARTNER has terminated or been suspended, there shall be no entitlement to compensation or indemnification. This agreement shall not be considered as an agency agreement. However, and as a precautionary measure, the PARTNER explicitly waives any economic right provided for in Spanish Law 12/1992, and in particular those provided for in Articles 12, 13, 28 and 29, and any economic rights which may be included in subsequent legislation to replace the one mentioned.

 

Four. COMMISSIONS AND PAYMENT METHOD.

COMMISSIONS

The PARTNER shall receive a commission consisting of a percentage on the income generated during the previous month by players who have been registered via their status as a PARTNER, always subject to the following definitions and rules:

Income: this is defined by the parties as the amount remaining after subtracting any winnings of PARTNER-registered players registered from the income generated by said players.

Gross income: this is defined by the parties as the amount used by the PARTNER-registered player on bets made and completed in betting games (casino games and sports bets) and the commission generated from poker games and bingo.

Player: any person related to their tracker who has not previously been a player with LUCKIA GAMES, S.A., and also

- Meets the customer acceptance criteria established by LUCKIA GAMES, S.A. and has been accepted as such by the company.

- Meets the requirements as a player stipulated by applicable regulations.

- Has made the minimum deposit indicated below, valid at all times.

Minimum deposit: initially set at EUR 10, although LUCKIA GAMES, S.A. may modify this amount at any time.

Tracker: identification code which is used to associate players to a certain partnership, whether via URL links, bonus codes, offline promotions, etc.

Commission: a percentage of the percentage calculated on the income generated by PARTNER-registered players.

LUCKIA GAMES, S.A. shall be entitled to review commission-generating activities and may retain, thereby waiving payment, any commissions accrued in activities of the PARTNER or the related player if it finds out that said activities have included any type of fraud, unlawfulness or similar conducts. If said fraud, unlawfulness or similar conducts are verified, the commission in question shall be deemed as not accrued, thereby waiving payment. 

In the event of sub-partners presented by the PARTNER and accepted by LUCKIA GAMES, S.A., the PARTNER may receive a commission on the terms freely agreed with LUCKIA GAMES, S.A.

 

PAYMENT METHOD

The commissions shall be calculated and set by LUCKIA GAMES, S.A. Payment shall be made via bank transfer to the account given by the PARTNER, notwithstanding the fact that LUCKIA GAMES, S.A. may, at its convenience, use another payment system in the future. Commissions shall be set by calendar month and shall be paid within the following calendar month and upon receipt of the invoice issued by the PARTNER, which irrevocably authorises LUCKIA GAMES, S.A. to issue said invoice on its behalf. The PARTNER must send invoices over 100€ to LUCKIA within a maximum period of three months from the last day of the calendar month in which the commissions were earned.

Commissions shall only be paid when a minimum of EUR 100 has been reached by the PARTNER. If said amount is not reached in a calendar month, any commissions shall be added to those of the next calendar month. If they still fail to reach the minimum amount of EUR 100, they shall keep on being added to those of subsequent months, and so on until reaching the minimum amount in a given month, when payment shall be made according to the provisions of the preceding paragraph, i.e. in the following calendar month. No invoices shall be issued until the accumulated commissions reach the minimum amount of EUR 100.

Payments made by LUCKIA GAMES, S.A. to the PARTNER shall include VAT or any other applicable tax, and shall be made in euros or, failing that, in the currency of legal tender at any time in Spain.

If the PARTNER is VAT registered in a member state of the European Union, it shall notify the change of VAT, its derecognition of VAT or its cessation or transfer of the business.

 

INFORMATION FOR THE PARTNER

The PARTNER shall have access to the partners' platform, where it can view statistics on customers entered, update its profile, create IDs of additional codes and bonus codes, and select banners and/or text links.

Information and statistics on this platform shall be for information purposes only. LUCKIA GAMES, S.A. shall not be obliged to guarantee the constant update of information and statistics, although it does aim to perform a daily update of the data. Said data may be reviewed and corrected in the event of error.

 

PAYMENTS AFTER TERMINATION OF THE AGREEMENT

After the contract has been terminated or temporarily suspended or interrupted, the commission shall be calculated up to the date of the exact termination, suspension or interruption, and an electronic invoice shall be issued for uninvoiced commissions up to said date. The final invoice shall be issued in the calendar month following the termination, suspension or interruption and the PARTNER may issue an electronic invoice for the commissions due up to that time. After the end of said calendar month, the PARTNER may not issue further invoices and shall not be entitled to the payment of any amount, nor shall any other compensation claims be accepted against LUCKIA GAMES, S.A. If the commission does not exceed the minimum amount of EUR 100, the PARTNER may not claim the amount and the commission shall be cancelled out in the interest of LUCKIA GAMES, S.A.

 

Five. OBLIGATIONS OF THE PARTNER

The PARTNER declares that the information provided to LUCKIA GAMES, S.A. via the application form, as well as any additional information which it may have provided, is a true and fair view of reality and is complete, without containing any omissions or inaccuracies. The PARTNER shall immediately inform LUCKIA GAMES, S.A. about any changes to the information provided.

The PARTNER declares that it is the sole owner of the website on which it shall insert the advertising of LUCKIA GAMES, S.A., and that it has no restrictions or restraints on its use in any way. Failing that, it declares that it has authorisation from the owner of the website to use it as referred to in this agreement.

The PARTNER is solely liable for its activities covered by this agreement, which shall be undertaken directly using its own resources, without the possibility to transfer or subcontract them to third parties, thereby holding harmless LUCKIA GAMES, S.A. for said activities.

The PARTNER shall be solely liable for ensuring that all material displayed on its website does not infringe any rights of third parties and that it does not exhibit or promote child pornography; illegal sexual acts: violence; racial discrimination; discrimination based on sex, religion, nationality, disability, sexual orientation or physical impairment; political beliefs; commercial material for minors; illegal activities; or any violations of intellectual property rights.

The PARTNER shall notify LUCKIA GAMES, S.A. by email to partners@redluckia.com and, where appropriate, shall inform the authorities of its country, about any unauthorised use which it suspects or discovers, or about any breach of security, including the loss, subtraction or unauthorised disclosure of its email address or password. The PARTNER shall be responsible for maintaining the confidentiality of its email account and password, and for the use and activity of its account, including use by a third party authorised by the PARTNER.

The PARTNER may disclose the promotional content of LUCKIA GAMES, S.A. by mass mailings to its contact lists, avoiding any type of confusion which may identify it with LUCKIA GAMES, S.A. and refraining from using the name of LUCKIA DIGITAL, S.A. or any other brand of LUCKIA GAMES, S.A. or its business group as its own. In said mailings, it shall refrain from promoting or benefiting third parties or entering into competition with LUCKIA GAMES, S.A. In addition, in all cases and under its exclusive liability, thereby accepting the consequences of non-compliance, it shall comply with the following rules:

- Providing an option to unsubscribe from the mailing list and detailing the steps to ensure this.

 

- Refraining from sending deals of LUCKIA GAMES, S.A.

 

  • To minors.
  • To people whose email address has not been voluntarily provided in order to receive promotional information.

 

The PARTNER shall ensure that there is no form of spam in its messages. If any of this were to occur, this agreement shall be automatically suspended, the commissions pending payment shall be withheld and the PARTNER shall be liable for all expenses incurred, which shall be subtracted from any unpaid commissions. If this amount were insufficient, said PARTNER shall be obliged to pay any amount not covered by the retained commissions.

The PARTNER shall not enter into direct competition with LUCKIA GAMES, S.A. in advertising spaces of any kind, even though it may have been present in them prior to the validity of this agreement, nor shall it use the same or similar names of LUCKIA GAMES, its registered trademarks, or those used by said company or its corporate group.

If a PARTNER generates an excess of traffic exceeding 100,000 clicks per month, it shall be liable for the cost generated by our RedLuckia platform. Should this occur, Luckia shall contact the PARTNER.

 

Six. ACTIVITIES OF THE PARTNER.

The activities of the PARTNER within the framework of this agreement shall at all times be governed by good faith, while always adopting the diligence of a reasonable businessperson. In particular, the PARTNER shall always observe the following rules, which are given by way of illustration rather than limitation:

- If the PARTNER were to undertake any type of promotions on online paid search engines including the name of LUCKIA GAMES, S.A. or trademarks owned by it or by its business group, in any form, including but not limited to keywords of the campaign, texts, messages and creatives contained in the search results, it shall refrain from including any trademarks owned by LUCKIA GAMES, S.A. or its business group, or which may link to websites or applications which include said trademarks.

- The PARTNER shall not pay for search engine optimisation if this enters into competition with LUCKIA GAMES, S.A., even if its optimisation turns out to be prior to the validity of this agreement, with no entitlement to any claims in such an event.

 

Seven. LIMITATION OF LIABILITY

The PARTNER acknowledges that LUCKIA GAMES, S.A., its suppliers, employees, directors or companies of its business group shall not be liable for:

 

- Any damages generated by the use of the LUCKIA GAMES, S.A. service.

 

- Any damages generated by information provided on the website of LUCKIA GAMES, S.A. or any others linked to it by any means whatsoever, and in particular of any damages generated by erroneous or outdated content on websites not owned by LUCKIA GAMES, S.A.

 

Eight. USE OF TRADEMARKS

LUCKIA GAMES, S.A. authorises the PARTNER to use its trademarks which are linked to this agreement, in compliance with the following rules:

 

- In no case shall the authorisation be exclusively in favour of the PARTNER.

 

- The PARTNER may not transfer this authorisation to third parties.

 

- Trademarks shall be exclusively used by the PARTNER in connection with the display of banners on its website.

 

- The authorisation for the use of trademarks shall automatically cease upon the termination, interruption or suspension of this agreement.

 

 

Nine. CONFIDENTIALITY AND DATA PROTECTION

The parties shall not disclose, unless explicitly - and not tacitly - authorised by the other party, and shall ensure that nobody under its control discloses, any information or data to which they may have access as a result of this agreement and the relationship derived from it.

Notwithstanding the above, the data of the PARTNER shall be incorporated into an automated personal data file for which LUCKIA GAMES, S.A. is responsible. The PARTNER declares to know its rights of access, rectification, cancellation and opposition, as regulated by Organic Law 15/1999, of 13 December, on the Protection of Personal Data and other regulations applicable for said purpose, which may be exercised by writing to LUCKIA GAMES, S.A., Calle Severo Ochoa 3, 15008 A Coruña (Spain) or emailing partners@redluckia.com. Furthermore, the provisions of clause one are set aside in the event of transfer.

 

Ten. AMENDMENTS.

LUCKIA GAMES, SA may at any time amend the terms and conditions of this agreement and even the requirements for access to the status of PARTNER, in which case said PARTNER may withdraw without the right to compensation for any of the parties to this agreement. The amendment of terms and conditions or requirements shall not require the explicit acceptance of the PARTNER, but it shall be understood, and so agreed by the parties, that the PARTNER agrees with the amendment by continuing to be a PARTNER or unambiguously acting as such after finding out about the amendment in question.

 

Eleven. FORCE MAJEURE

The parties undertake to faithfully and truly comply with the obligations derived from this agreement, with the only exception of there being circumstances of force majeure, including any termination or ruling by an administrative or judicial authority.

 

Twelve. LEGISLATION AND JURISDICTION

For any dispute arising from this agreement, both parties explicitly submit, and waiving their own jurisdiction, to the Courts and Tribunals of the City of A Coruña (Spain). In any case, Spanish legislation shall govern this agreement and the relationship between the parties.

 

The PARTNER declares to have read and understood all the provisions, terms and conditions of this agreement, acting freely and spontaneously and without having been conditioned to consent to it.