Terms and Conditions
This Affiliate Agreement (''Agreement'') contains the complete terms and conditions between you and, as appropriate, Internet Opportunity Entertainment (Sports) Limited and/or Interactive Sports (C.I.) Limited, each being wholly owned subsidiaries of Sportingbet plc. This agreement includes all terms and conditions regarding your application and, if approved, subsequent participation in the Affiliate Program.
1. GENERAL DEFINITIONS AND INTERPRETATIONS
1.1 In completing the Affiliate Sign-up Form, and, subsequently marketing and referring new Members to any website owned and operated by a member of the Sportingbet Group which on the Affiliate Sign up Form you elect to promote (''Our Website''), you agree to be bound by all the terms and conditions set out in this agreement.
1.2 In this Agreement unless the context otherwise requires:
''Affiliate Sign up Form'' means the form which you complete and submit to become a Sportingbet affiliate;
''Banners'' means display banners taking the form of hyperlinks which appear on Website pages;
''Confidential Information'' means all information about us which is not publicly known and that is disclosed (by whatever means) by us to you;
''Net Revenue'' means the following:
1. in relation to sports betting, the figure resulting from the calculation of the betting revenues generated by New Customers actually received by us less the winnings, less any credits, bonus or promotional amounts given to New Customers, processing charges, chargebacks or any uncollectible revenue attributable to the New Customers;
2. in relation to poker, the sum total of all New Customers' contributions to ''rakes'' and tournament fees while playing at Our Website, less any credits, bonus or promotional amounts given to New Customers, processing charges, chargebacks or any uncollectable revenue attributable to the New Customers. A New Customer's contribution to a ''rake'' shall be determined for any hand where the New Customer was dealt cards by dividing the amount the New Customer contributed in the hand by the total bet in the hand and multiplying this by the total “rake” of the hand in question. For example, if the New Customer's contribution to the hand is 5 units of currency and the total bet in the hand is 20 units of currency and the “rake” in the hand is 1 unit of currency then the new Customer’s contribution to the “rake” shall be 5 divided by 20 multiplied by 1 which is 0.25 units of currency; and
3. in relation to casino and games, the sum total of all New Customers’ gross bets less payouts (as calculated by Our Website), less any credits, bonus or promotional amounts given to New Customers, processing charges, chargebacks or any uncollectible revenue attributable to the New Customers.
''Intellectual Property Rights'' means any and all patents, trade marks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), get-up, trade, business or domain names, goodwill associated with the foregoing, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;
''New Customers'' means Customers who have no prior account with Our Website, and we have no previous record of their personal email address or other details that we deem to show connection between accounts who through accessing Your Website are introduced via links to and access Our Website and subsequently (a) open an account with Our Website and (b) make a deposit and game and/or place bets with Our Website either at the time of introduction or at any time thereafter PROVIDED THAT such an account is opened within thirty (30) days of accessing Our Website through the links, with item (b) of this definition being a “Funded Sign-Up” for the purposes of this Agreement;
''Sportingbet Group'' means Sportingbet Plc and all of the subsidiary undertakings of Sportingbet plc; and
''Your Website'' the website which you notify to us on the Affiliate Sign up Form.
2. PROGRAM APPLICATION AND ENROLMENT
2.1 We will evaluate your application and notify you of your acceptance. We may reject your application if we determine that Your Website is not suitable for the Affiliate Program for any reason.
2.2 Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location and nature of your marketing activities, and any other information that we may request.
3. MARKETING ACTIVITIES AND RESPONSIBILITIES, PAY PER CLICK AND OTHER AFFILIATE OBLIGATIONS
3.1 Solely at your own cost and expense, you shall market to and refer potential Members to Our Website and you shall also promote the brand or brands of the Sportingbet Group on Your Website, promotions and marketing campaigns. You shall consistently provide us each month during the term of this Agreement with a number of Funded Sign-Up’s, to be determined by us, acting reasonably. You will be solely responsible for the content and manner of your marketing activities. You will not actively target your marketing to minors, including any persons who are less than 18 years of age in the U.K., Europe and 19 years in Canada, regardless of the age of majority in the location you are marketing. Additionally you will not market Our Website to any persons resident in the USA or refer potential members who are United States Citizens to our products.
3.2 We will make available to you, by way of non-exclusive, non-transferable, terminable on demand licence, Banner advertisements, button links, text links, poker tools, and other links as determined by us which shall all link to Our Website (collectively referred to hereinafter as a ''Link''), which you may display on Your Website. The use of the Links is the only method by which you may advertise Our Website. You shall not commercialise the Links other than on Your Website, display data from the Links via any electronically accessible medium other than Your Website without our express written consent or use the Links in any way which proves or is likely to prove detrimental to us.
3.3 You may not advertise Our Website in any other way including, without limitation, the use of spam e-mails. If we find that you have participated in such activities, we have the right to close your account immediately and withhold all earnings.
3.4 You may not in any way whatsoever solicit, or try to solicit the program using the chat feature anywhere on Our Website. In the event that we find this to be the case, we have the right to cancel your participation in the program immediately, and withhold all your earnings.
3.5 In the event that you desire to offer certain incentives to potential New Customers you are required to receive our prior written approval for such incentives prior to your commencement of such activity. In the event that you do not receive such approval and offer such incentives, we have the right to cancel your participation in the program, and not pay you any owed commissions whatsoever. You will only use the Banners Links and any other marketing materials that have been provided by us and/or pre-approved by us (collectively the ''Marketing Materials''). In addition, you will only use the bonus code provided to all Customers at any time, unless you have received written permission to use something else. Any promotion of unauthorised bonus codes will result in revenues received with these bonus codes being deducted from your monthly commissions. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials we provide for the sole purpose of marketing to and referring potential New Customers to Our Website. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials.
3.6 Marketing Activities and Responsibilities, Pay Per Click and Other Affiliate Obligations.
When employing a Pay Per Click strategy with Google AdWords, DoubleClick or the like, you shall adhere to the following obligations:
(a) You shall NOT bid on the terms:
* www.sportingbet.co.uk; and
* All mis-spellings and variations of any of the above.
(b) You MAY bid on the term ''sporting bet'' (space).
(c) If bidding on ''sporting bet'' and linking to the site you must NOT use keyword insertion for the brand to appear as the adtitle.
(d) You must NOT display the brand name SportingBet in your display URL.
(e) You must NOT use the URL sportingbet.com in your display URL.
(f) You must NOT use the creative messaging from sporting bet's own pay per click activity.
(g) You must NOT claim to be the official SportingBet site.
(h) You MAY use ''SportingBet'' within their ad copy but NOT within your ad title.
(i) If wishing to bid on generic terms you must NOT directly link to the site and must have your own landing page or website.
(j) You MAY include ''SportingBet'' in the sub domain of the display URL's within Search Engine Adverts e.g. www.affiliatesite.sportingbet.com
(k) You MAY include ''SportingBet'' in the sub folders of the display URL's in your Search Engine Adverts e.g. www.affiliatesite.com/sportingbet.
3.7 You warrant and undertake that:
(a) You have full authority and capacity and all necessary permits, consents and licences to enter into this Agreement and the Affiliate Sign up Form;
(b) You will at all times conduct yourself with all due skill, care and diligence;
(c) You will comply with any security guidelines and requirements as may be issued by the Sportingbet Group from time to time;
(d) All information you provide to us is correct and you will notify us immediately of any changes;
(e) You have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations to us under this Agreement and you will comply with all applicable laws and regulations;
(f) Your Website will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;
(g) We may monitor Your Website to ensure you are complying with the terms of this Agreement and you will provide us with all data and information (including passwords) to enable us to perform such monitoring at no cost to us; and
(h) Neither you nor your immediate family or friends may become New Customers and you shall not be entitled to any payment under this Agreement in relation to such family or friends. “Immediate family” for the purposes of this clause shall mean your spouse, parent, partner, child or sibling.
(i) When informed via email, telephone, or fax of changes to the primary acquisition or any other customer bonus you will update all website content, banners and other promotional material to correctly represent the stated changes within 48hours. Any New Customers referred to Our Website via a link or banner displaying incorrect bonus information after this period, to determined in each case by us, acting reasonably, can be untagged from your affiliate tracking code and no commissions will be paid.
3.8 You will not actively promote Sportingbet in Italy or target New Customers based in Italy. In the event that we find this to be the case, we have the right to terminate your participation in the programme and withhold all earnings with immediate effect.
4. REPORTS & PAYMENTS
4.1 We will track the number of New Customers.
4.2 Neither you nor your relatives are eligible to become New Customers via your Links, and should you or they do so you will not be eligible to receive the relevant commission. Our measurements and calculations in relation to the number of New Customers and the relevant Net Revenue figures shall be the sole and authoritative tool, and shall not be open to review or appeal.
4.3 We shall pay to you (the ''Affiliate Fees'') a commission, constituting a revenue share payment and/or a CPA payment, and save as otherwise agreed such commission shall be payable in accordance with the terms of the Affiliate Sign up Form and to be set out by us, and shall be payable for a period of 24 months from the date of first registration of each New Customer.
4.4 Reports. We will track and report New Customer activity for purposes of calculating your Affiliate Fees.
4.5 Affiliate Fees. All Affiliates shall be paid monthly, in arrears, provided they reach the minimum commission levels. Any Affiliates who have not reached the minimum requirements, will have this amount carried forward until such time that their commission has reached the minimum. All fees will be paid within thirty (30) days following the end of the calendar month to which they relate. The minimum amount for commissions to be paid is €20, however, for wire transfers, this minimum is €500.
4.6 Negative Balances: If the Net Revenue in respect of any calendar month (or part thereof) shall be zero or a negative figure, such figure shall not be carried forward to any following calendar month (or part thereof) and for the avoidance of doubt shall not be offset against the Net Revenue for any following calendar month (or part thereof). Total Net Revenue will be calculated on a cumulative basis between all products resulting in the total Net Revenue derived from the sum of both positive and or negative Net Revenue from each product for any calendar month (or part thereof).
4.7 Sub-Affiliates. We do not offer sub affiliate commission as a default setting but sub-affiliate commission can be setup on an ad-hoc basis at our discretion and shall in all cases be previously agreed with your Affiliate manager.
4.8 Method of Payment. All payments will be due and payable in Euros. Payment will be made by the method registered on sign up to the account.
4.9 Sportingbet reserves the right to permanently withhold any commissions that are unable to be paid within 24 months of becoming due and payable due to a failure by you to provide correct bank account information.
4.10 Customer Tracking. You understand and agree that potential New Customers must link through a Tracking URL in order for you (and, if applicable, Sub-Affiliates) to receive Affiliate Fees in relation to such New Customers. In no event are we liable for your failure to use the right Trackers. Further, you understand and agree that you will not receive credit for Sub-Affiliates unless you expressly register them under you.
4.11 New Customer Verification. Affiliate Fees in relation to New Customers will be dispatched only following our verification and checks concerning all New Customers. We have the right to check all commissions for possible fraud or abuse. If fraud or abuse are considered, we will freeze your commissions until such time as proven otherwise.
4.12 At any time, for any reason, we have the right to convert your commission structure from revenue share to per player cost per acquisition (“CPA”) and vice versa, as we see fit. We may withdraw a commission option at any time by giving notice to you. You may request to change your commission option no more than once every calendar month, which may be accepted or rejected by us in our absolute discretion.
4.13 If you in any way breach any of your obligations to us regarding the provision to us of Funded Sign-Up’s under clause 3.1, to be determined in each case by us, acting reasonably, then we shall be entitled to warn you that we are placing this Agreement under review with a review to potential future closure of your account.
4.14 If you in any way breach any of your other obligations to us under clause 3.1, to be determined in each case by us, acting reasonably, then we shall be entitled to withhold any payment that would otherwise have been due to you under this clause 4. Additional breaching any of your other obligations to us under clause 3.1 may also lead, to be determined in each case by us, acting reasonably, to the closure of your account.
5. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you (or your Sub-Affiliates) complete the Affiliate Sign-up Form, and will continue until terminated by either Party.
5.2 Either Party may terminate this Agreement at any time, with our without cause, by giving the other Party 20 days’ written notice of termination, where such notice may be served via fax or e-mail.
5.3 We may additionally terminate this Agreement immediately upon notice to you if: (i) you in any way breach any of your obligations to us regarding the provision to us of Funded Sign-Up’s under clause 3.1, to be determined in each case by us, acting reasonably, or (ii) you in any way breach any of your other obligations to us under clause 3.1, to be determined in each case by us, acting reasonably, or (iii) you in any way breach any of your obligations under clause 3.6, to be determined by us, acting reasonably, or (iv) in our reasonable opinion you are in breach of the terms of any applicable advertising code of practice, or (v) you breach any other term of this Agreement which, in the case of a breach capable of remedy, to be determined by us, acting reasonably, has not been remedied within 48 hours of a notice from us specifying the breach and requiring its remedy.
5.4 We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
5.5 Upon the termination of this Agreement for any reason, you will immediately remove from Your Website all Links and Marketing Materials and any marks, logos or other Intellectual Property Rights associated with Our Website. All Intellectual Property Rights in the Links and Marketing Materials belong to us.
5.6 Following the termination of this Agreement and, subject to the terms of this Agreement, our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
6. LIABILITIES AND WARRANTIES
6.1 No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED.
6.2 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the directors, officers, employees or shareholders of our owners. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).
6.3 Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
6.4 You warrant that you have all the requisite data protection licences or registrations in the relevant jurisdictions to collect and deal with Your Website visitors' personal information and that you will obtain the necessary consents from Your Website to enable personal information and data to be dealt with in accordance with this Agreement. In particular, but without limitation, you warrant that you will at all times comply with the provisions of the Data Protection Act 1998 and the Electronic Communications (EC Directive) Regulations 2003 and any equivalent or replacement legislation in the jurisdiction in which you operate.
6.5 Save as expressly provided in the Agreement, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
6.6 Nothing in this agreement shall exclude or limit liability for death or personal injury resulting from negligence of either party or their servants, agents or employees. Further, neither party shall be liable to the other for any indirect, consequential or special damages arising out of or in connection with the Agreement.
6.7 During the term of this Agreement and after its expiry or termination, you will not use any Confidential Information for any purpose other than strictly in pursuance of your rights and obligations under this Agreement nor shall you disclose any Confidential Information to any person without our prior written consent. On expiry or termination of this Agreement, you shall deliver up to us all copies of any Confidential Information in your possession and destroy copies of all electronically held Confidential Information if so requested to do so by us.
6.8 You shall no make any announcement about the existence of this Agreement or any relationship between us whatsoever without our prior written consent.
7. INDEPENDENT INVESTIGATION
7.1 Independent Investigation. You acknowledge that you have read this agreement and agree to all its terms and conditions.
7.2 Independent Research. You understand that gambling laws may vary from city to city, state to state and country to country. You have independently evaluated the laws in your locale which apply to your activities and believe that you may participate in our affiliate program without violating any applicable rules or laws.
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to us at firstname.lastname@example.org and, to you at address provided on the Affiliate Sign up Form.
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
8.3 Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you herein and that such Affiliates may be similar, and even competitive, to you.
8.4 Press. You may not issue any announcement with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
8.5 Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent. We may assign this agreement to any other wholly owned subsidiary of Sportingbet plc.
8.6 Governing Law. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
8.7 Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
8.8 Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) E-mailing you a change notice or (ii) by posting the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following posting or notice of change will be deemed binding acceptance of the modification.
8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this Agreement are for convenience only and will have no effect on the construction of this Agreement.
8.10 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the terms and conditions of this Agreement by submitting the Affiliate Sign Up Form.