AFFILIATE TERMS AND CONDITIONS
This Affiliate Agreement (''Agreement'') contains the complete terms and conditions between the natural or legal persons completing, submitting and had approval for an Affiliate Sign Up Form (“Affiliate”, “you” and “your”) and, GVC Services BV, a company in the GVC Group (“us”, “we” and “our”). This Agreement includes all terms and conditions regarding your application and, if approved, your participation in the Affiliate Program.
1. GENERAL DEFINITIONS AND INTERPRETATIONS
1.1. In completing the Affiliate Sign Up Form (to be found at https://partner.sbaffiliates.com/registration.asp ), and, subsequently marketing and referring Customers to any website owned, operated or powered by a member of the GVC 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 Account” means an account set up by you once you have completed the registration process. This account will show you any Commissions which you are owed from the signing up of Customers;
''Affiliate Sign Up Form'' means the relevant form you must complete and submit to become a Sportingbet affiliate;
''Banners'' means display banners taking the form of hyperlinks which appear on Website pages;
“Commission” is as defined in clause 4.2 below and as set out in Appendix 1;
''Confidential Information'' means all information relating to the Websites or otherwise disclosed by any member of the GVC Group including the concepts and ideas behind the Website, (i) all information relating to the administrative, financial or operational arrangements of the GVC Group, which information is of a secret or proprietary nature or is otherwise expressly stated by it to be confidential; (ii) all technical and non-technical information, data, drawings, experience, trade secrets and know-how relating to the business affairs, products, services, customers and strategies of the GVC Group, which is directly or indirectly disclosed to you, whether before or after coming into force of this Agreement, whether in writing, orally or electronically, including, without limitation, information or data relating to the GVC Group’s products, IT systems, ideas, software, design methodology, evaluation methodology and criteria, manufacturing processes and related equipment, suppliers, customers, business plans, strategies and financial situation and any notes, memoranda, summaries, analyses, compilations or any other writings relating thereto; and (iii) all analyses, compilations, studies and other documents prepared by or on behalf of the GVC Group and of its employees or advisors;
Information in respect of which you can prove any of the following shall not be deemed to be “Confidential Information” for the purposes of this Agreement: (i) it was in the public domain prior to the date of coming into force of this Agreement or entered public domain after that date through no wrongful act or default by you; (ii) it is already known to you or is in your possession free of any obligation to keep it confidential at the time of disclosure; (iii) it is disclosed by you in accordance with the terms of a member of the GVC Group’s prior written approval; (iv) it was received by you expressly without obligation of confidence from a third party who did not acquire it under an obligation of confidence from the GVC Group; (v) it was developed by you completely independently of the information disclosed by the GVC Group; and (vi) it is information which you are obliged to produce pursuant to an order of a court or of a competent jurisdiction or administrative tribunal;
''Customers'' means individuals who:
(i) have had no prior account with Our Website; and
(ii) we have no previous record of that individual’s personal email address or any other details that we deem to show a connection with a prior registered or existing account; and
(iii) who access Our Website solely through clicking links to Our Website on Your Website;
(a) open an account with Our Website; and
(b) make a deposit and game and/or place bets with Our Website;
with both (a) and (b) occurring within thirty (30) days of accessing Our Website pursuant to (iii) in this definition above; and
(iv) are tracked successfully to your Affiliate Account.
''Fraud Traffic'' means deposits or traffic generated at the site through an illegal means or in bad faith that sets out to defraud the system or us in any way, regardless of whether or not it actually causes any harm or loss of revenue. Fraud Traffic includes but is not limited to spam, false advertising and unauthorised use of any third party copyrights or trademarks, accounts that are opened to make arbitrator bets, accounts that are linked to the affiliate or parent account, accounts where we have reasonable suspicion of collusion with other players of the affiliate account or otherwise accounts that are linked to the Affiliate’s accounts or with the affiliate account itself;
''Intellectual Property Rights'' means any and all patents, trade marks, service marks, rights in designs (including semiconductor topography design rights and circuit layout rights), getup, trade, business or domain names, goodwill associated with the foregoing, email 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 webformatting scripts (including HTML and XML scripts), knowhow, 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, all in relation to the GVC Group;
''Net Revenue'' means the following:
(i) in relation to sports betting, the figure resulting from the calculation of the total sports betting revenues generated by Customers actually received by us less the winnings, less any taxes, credits, bonus or promotional amounts given to Customers, administration percentage fees, processing charges, chargebacks or any uncollectible revenue attributable to the Customers tracked to your Affiliate Account;
(ii) in relation to poker, the sum total of all Customers' contributions to ''rakes'' and tournament fees while playing poker on Our Website, less any credits, bonus or promotional amounts given to Customers, administration percentage fees, processing charges, chargebacks or any uncollectable revenue attributable to the Customers. A Customer's contribution to a ''rake'' shall be determined for any hand where the Customer was dealt cards by dividing the amount the 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 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 Customer’s contribution to the “rake” shall be 5 divided by 20 multiplied by 1 which is 0.25 units of currency; and
(iii) in relation to casino and games, the sum total of all Customers’ gross bets on casino and games less payouts (as calculated by Our Website), less any credits, bonus or promotional amounts given to Customers, administration percentage fees, processing charges, chargebacks or any uncollectible revenue attributable to the Customers.
''GVC Group'' means GVC Holdings PLC and all of the subsidiary companies of GVC Holdings PLC including but not limited to Sportingbet Limited;
“Term” means the term of this agreement from the date your Application is accepted by us thereby causing you to become an Affiliate under clause 2, until the date of termination in accordance with this Agreement;
''Your Website'' the website which you own or otherwise have the express rights to control that you will use to advertise to Customers and as notified to us on the Affiliate Sign Up Form.
“Tracking Code” means a code used to link Customers to a specific Affiliate Account.
2. PROGRAM APPLICATION AND ENROLMENT
2.1. You will complete the Affiliate Sign Up Form and submit it to us. By providing us with a completed Affiliate Sign up Form, you agree to abide by these Terms and Conditions in the event you are approved.
2.2. You will be required to submit Identification Documents within 14 days after the date you submitted your Affiliate Sign Up Form to us in accordance with the terms below.
2.3. We will review your Affiliate Sign Up Form and Identification Documents. and notify you in writing whether you have been accepted into the Affiliate Program or not. We may reject your Affiliate Sign Up Form if we determine that Your Website is not suitable for the Affiliate Program for any reason.
2.4. 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 reasonably request in relation to your Affiliate Sign Up Form. If any information changes during the term of this Agreement, you will supply us with identification documents to support that change.
2.5. The documents outlined below (the “Identification Documents”) must be provided to email@example.com no later than 14 days after submitting the Affiliate Sign Up Form. Failure to provide such documentation within the timescale may lead to your Affiliate Sign Up Form being rejected.
2.6. You must provide one document from Box A and one alternative document from Box B below (as appropriate) in order to comply with the Identification Documents requirement:
2.6.1. For INDIVIDUAL AFFILIATES:
2.6.2. For CORPORATE AFFILIATES:
2.7. Once we have received the Identification Documents and accepted them as suitable, we will provide you with an Affiliate Account.
2.8. We may cancel your Affiliate Account and withhold any commission earned in the event that any further requests for Identification Documents by us at any time during the Term are not supplied.
2.9. By submitting your Application and Identification Documents, you are warranting that such Identification Documents are true copies which are complete and correct. The Identification Documents are solely used to verify the identity of the company or individual Affiliate. The Identification Documents will not be shared with any third party either without your prior written consent or unless we are obliged to produce them pursuant to an order of a court or of a competent jurisdiction or administrative tribunal.
2.10 No GVC Group Employees. If you are an officer, director, employee, consultant or agent of the GVC Group or one of its subsidiary parent or associated companies, or suppliers or vendors, you are not permitted to participate in the Affiliate Network/Affiliate Program or to use directly or indirectly any of Our Websites or brands, other than in the course of your employment as a GVC Group employee. Similarly, 'relative' of GVC Group employees are not permitted to participate in the Affiliate Network/Affiliate Program or to use directly or indirectly any of Our Websites or brands. For these purposes, the term 'relative' shall include (but not be limited to) any of a spouse, partner, parent, child or sibling.
3. MARKETING ACTIVITIES AND RESPONSIBILITIES, PAY PER CLICK AND OTHER AFFILIATE OBLIGATIONS
3.1. You will use all reasonable efforts to market to and refer individuals to Our Website in order for them to become Customers solely at your own cost and expense including, but not limited to promoting the brand or brands of the GVC Group on Your Website, promotions and marketing campaigns.
3.2. In order to retain your place on the Affiliate Program, you shall provide us with a minimum number of Customers each month during the Term. This is set out in Appendix 1.
3.3. In the event you do not fulfill this obligation in any month, we will be entitled to reduce your commission in respect of all Customers in that month until such time minimum requirements are met. Such reduction of commission is set out in Appendix 1.
3.4. Thereafter, subject to the minimum requirements being met by you in subsequent months, Commission for those Customers will revert back to your original Affiliate Commission in those months.
3.5. In the event that you fail to meet the minimum requirement of Customers a month for two consecutive months, we may, at our sole discretion terminate your place on the Affiliate Program immediately on written notice to you.
3.6. You will be solely responsible for the content and manner of your marketing activities in relation to the Affiliate Program and you undertake to:
3.6.1. not actively target your marketing to minors, including any persons who are less than 18 years of age in the U.K., Europe, Russia, South America, South Africa and Scandinavia and 19 years in Canada, regardless of the age of majority in the location you are marketing;
3.6.2. not market Our Website to any persons resident in the USA or refer potential members who are United States Citizens to our products; and
3.6.3. abide by all rules, regulations and licence obligations in relation to the activities you will be carrying out in relation to this Agreement.
3.7. We will make available to you, banner advertisements, button links, text links, poker tools, and other appropriate links or advertising material to place on Your Website which shall all relate to and/or link directly to Our Website (collectively referred to hereinafter as a ''Link''), Such Links are provided to you on the basis of a nonexclusive, limited, nontransferable, ‘terminable on demand’ licence, which you may display on Your Website during the Term.
3.8. The use of the Links is the only method by which you may advertise Our Website. You shall not place the Links anywhere else other than on Your Website nor display data from the Links via any electronically accessible medium other than Your Website without our express written consent and you are not permitted to use the Links in any way which proves or is likely to prove detrimental to us.
3.9. You may not advertise Our Website in any other way including, without limitation, the use of spam emails. If we find that you have participated in such activities, we have the right to close your Affiliate Account immediately without notice and withhold all earnings due to you from the date such activity first took place until the date of termination.
3.10. You may not advertise Our Website on copyright infringing websites (for example, file sharing and streaming sites). If we discover such infringement made by you, we are entitled to terminate your Affiliate Account immediately and withhold all earnings due to you from the date such activity first took place until the date of termination.
3.11. In the event that you desire to offer certain incentives to potential Customers you are required to receive our prior written approval for each incentive prior to your commencement of such activity. In the event that you do not receive such written approval and offer such incentives anyway, we have the right to cancel your Affiliate Account, and not pay you any commissions due and payable to you.
3.12. As an affiliate, you shall provide us with all information regarding Your Websites and other channels where you are advertising the Sportingbet brand as prior agreed in writing with us. Such information must be added by you to your Affiliate Account within 5 working days of advertising.
3.13. Any endorsement by you of unauthorised bonuses or promotions will result in all revenues received with these bonuses or promotions being deducted from your monthly commissions. You are limited to the bonuses and promotions made available within your Affiliate Account or sent directly to you.
4. MARKETING ACTIVITIES AND RESPONSIBILITIES, PAY PER CLICK, SEARCH ENGINE OPTIMISATION, AND OTHER AFFILIATE OBLIGATIONS.
4.1. When employing a Pay Per Click or Search Engine Optimisation strategy for any search engine you shall adhere to the following obligations:
4.1.1. You shall NOT bid on the brand or brands of the GVC Group such as:
188.8.131.52. any of the above including www as a prefix;
184.108.40.206. all misspellings and variations of any of the above; or
220.127.116.11. any variations in country code top level domains (i.e. .pl .cz .bg .no) of any of the above;
4.1.2. You MAY bid on the term ''sporting bet'' (space). But you MAY NOT appear above the GVC Group’s own Pay-Per-Click adverts;
4.1.3. If bidding on ''sporting bet'' and linking to the site you must NOT use keyword insertion for the brand to appear as the adtitle;
4.1.4. You must NOT display the brand or brands name of the GVC Group in your display URL;
4.1.5. You must NOT use the brand or brands name of the GVC Group, or claim to be the official site of, in your meta information on any page of your site;
4.1.6. You must NOT use the brand or brands name or misspelling or variation of the GVC Group sites in your display URL;
4.1.7. You must NOT use the creative messaging from the brand or brands name of the GVC Group own pay per click activity;
4.1.8. You must NOT claim to be the official GVC Group site, or frame or replicate any of the GVC Group sites;
4.1.9. You MAY use ''Sportingbet'' or the brand or brands name of the GVC Group within ad copy but NOT within your ad title;
4.1.10. If wishing to bid on generic terms you must NOT directly link to the site and must have your own landing page or website;
4.1.11. You MAY include ''Sportingbet'' or brands name of the GVC Group in the sub domain of the display URL's within Search Engine Adverts e.g. www.sportingbet.affiliatesite.com;
4.1.12. You MAY include ''Sportingbet'' or brands name of the GVC Group in the sub folders of the display URL's in your Search Engine Adverts e.g. www.affiliatesite.com/sportingbet.You MAY NOT use meta refreshes to redirect traffic from your Pay-Per-Click advert;
4.1.13. You MUST use no follows on all links taking customers from your site to Sportingbet’s or to the brands name of the GVC Group; and
4.1.14. You MAY NOT copy and/or replicate any Sportingbet code or content on any other website.
4.2. You warrant and undertake that:
4.2.1. neither you nor your immediate family nor your friends will become 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;
4.2.2. you have full authority and capacity and all necessary permits, consents and licences to enter into this Agreement and submit the Affiliate Sign Up Form;
4.2.3. you will at all times conduct yourself with all due skill, care and diligence expected of you in the industry;
4.2.4. you will comply with any security guidelines and requirements as may be issued by the GVC Group from time to time;
4.2.5. all information you provide to us is correct and you will notify us immediately of any changes;
4.2.6. 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; In particular you undertake to comply with the advertising codes of practice issued by the Committee of Advertising Practice (CAP) and the Broadcast Committee of Advertising Practice (BCAP) in acordance with the UK Gambling Commission regulatory requirements, which apply to the form and media in which advertising of gambling facilities or services is to be conducted. You will observe these requirements even if the type of media is not expressly covered therein. You also undertake to follow any relevant industry code of practice on advertising, notably the Gambling Industry Code for Socially Responsible Advertising in the UK;
4.2.7. 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;
4.2.8. 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 to reasonably enable us to perform such monitoring at no cost to us;
4.2.9. when informed by us via email or telephone, you will update all website content, banners and other promotional material to correctly represent required changes within 48 hours. Any Customer’s referred to Our Website via a link or banner displaying incorrect information after this period, to determined in each case by us acting reasonably, can be untagged from your Affiliate Account tracking code and no commissions in relation to such Customer will be paid;
4.2.10. you will comply with the Affiliate Code of Practice as amended from time to time; and
4.2.11. you will not actively promote Sportingbet in Italy, France and the French Overseas Departments, Norway, The Netherlands, Israel, or U.S. or target Customers based in Italy, France and the French Overseas Departments, Norway, The Netherlands, Israel, or U.S. In the event that we find this to be the case, we have the right to terminate your Affiliate Account and withhold all commissions due and owing to you from the date of such activity to the date of termination.
5. OBLIGATIONS ON AN AFFILIATE
5.1. The GVC Group requires you as an Affiliate:
5.1.1. to source all databases legitimately;
5.1.2. to communicate with all data subjects lawfully;
5.1.3. to comply with the privacy statement of the GVC Group as set out on the GVC Group’s website (www.sportingbet.com); and
5.1.4. to ensure that content is not unlawful and/or that it will not expose any of the GVC Group to legal action.
5.2. Your marketing content as an Affiliate must not contain or include text or images that may be reasonably considered to:
5.2.1. be obscene;
5.2.2. be racially provocative;
5.2.3. be defamatory;
5.2.4. be religiously insensitive;
5.2.5. have specific appeal to minors or other categories of vulnerable persons;
5.2.6. link participation to luck, fate or similar;
5.2.7. create any superstitions or religious connection with participating in gambling;
5.2.8. make any association with sexual prowess or similar;
5.2.9. be reasonably or necessarily provocative or offensive, either generally having regard to local practices, customs or sensitivities;
5.2.10. portray gambling as taking precedence over normal life;
5.2.11. breach third party requirements including but not limited to not getting consent, not paying a royalty or copyright fee for use of data or images without consents or approvals;
5.2.12. regularly cross refer databases that include any self-excluded end users; and
5.2.13. appeal to data subjects under 18 years old.
6. REPORTS & PAYMENTS
6.1. We will track the number of Customers you have brought to us on a month by month basis starting on the 1st of each month.
6.2. Subject to clause 4.2 above and unless otherwise expressly agreed in writing with us after a successful Application, we shall pay to you an agreed commission calculated as being a percentage of Net Revenue (“Commission”) and, save as otherwise agreed in writing, the Commission shall be payable in accordance with the terms of the Affiliate Sign Up Form. Commissions shall only be paid in respect to bets placed by Customers associated with your Affiliate Account. This does not include those Customers that were once associated with your Affiliate Account but have since been removed from your Affiliate Account pursuant to this Agreement.
6.3. Our measurements and calculations in relation to the number of Customers and the relevant Net Revenue figures on which your Commission is calculated shall be the sole and authoritative tool, and shall not be open to review or appeal.
6.4. Reports: We will track and report all Customer activity for purposes of calculating your Commission.
6.5.1. Your Commission will be paid within thirty (30) days following the end of the calendar month to which they relate provided you have reach the minimum Customer levels for that month as set out in Appendix 1 or otherwise in accordance with clause 3.
18.104.22.168. The minimum amount that must be attached to your Affiliate Account for Commissions to be paid in a month is a total minimum sum of either €20 if you request to be paid via a player account, €50 if you request to be paid via Skrill or Neteller or €500 if you request to be paid via wire transfer.
22.214.171.124. Except for the territories of UK and Canada and unless otherwise agreed in writing with you, Commissions shall be paid to you only for a 24 month period from the date a player registers with You or registers via affiliate link on one of Our Websites. For the avidance of any doubt, the 24 months period shall not apply from the date when Your Application for the Affiliate Programe (in accordance with clause 3 above) is successful.
6.6. Negative Balances: If the Net Revenue in relation to Customers for the relevant calendar month 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).
6.7. SubAffiliates. We do not offer sub-affiliate commission and you are prohibited from sub-licensing, sub-contracting or otherwise allowing a third party to use the Links or other marketing material in order to be connected to, or hold themselves out as being connected to the GVC Group.
6.8. Method of Payment. All payments will be due and payable in Euros. Payment will be made by the method registered on the Application. Such payment methods can be updated and changed within the Affiliate Account and will be reflected within the next payment run.
6.9. Sportingbet reserves the right to permanently withhold any commissions without liability to you 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.
6.10. Customer Tracking. You understand and agree that potential Customers must link through a Tracking Code in order for you to receive Commissions in relation to such Customers. In no event are we liable to pay you any Commissions for Customers that you have failed to use the right Tracking Code for.
6.11. Customer Verification. Commissions in relation to Customers will be paid only following our verification and checks concerning all Customers. We have the right to check all Customers and your Affiliate Account for possible fraud or abuse. If any fraud or abuse has been or, in our reasonable opinion, has allegedly occurred, we will freeze your Commissions on all Customers until such time you can prove no fraud or abuse has occurred.
6.12. At any time, for any reason, we have the right to amend the Commission structure as we see fit and we will notify you of the same. We may withdraw a Commission option at any time by giving notice to you.
7. TERM AND TERMINATION
7.1. Term and Termination. This Agreement will take effect when we accept your Application under clause 3 and will continue unless and until terminated by either you or us in accordance with this Agreement. Acceptance of an Application occurs when you receive an automated response from us indicating the same and a personal response from us in relation to your Application and your Website.
7.2. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party at least 20 days’ prior written notice of termination, where such notice must be served by email in accordance with clause 10.1 below.
7.3. Without prejudice to any other termination rights set out in the body of this Agreement, we may additionally terminate this Agreement immediately upon written notice to you if: (i) you in any way breach any of your obligations to us regarding the provision to us of Customers under clause 4.2; or (ii) you in any way breach any of your other obligations to us under this Agreement including but not limited to your warranties and undertakings, or (iii) in our reasonable opinion you are in breach of the terms of any applicable advertising code of practice or laws or regulations.
7.4. We reserve the right to withhold your final Commission after the date of termination for a reasonable time to ensure that the correct amount is paid to you as full and final settlement of liabilities to you under this Agreement.
7.5. Upon the termination of this Agreement for any reason, you will immediately remove from Your Website all Links and any marks, logos or other Intellectual Property Rights associated with Our Website and the GVC Group. All Intellectual Property Rights in the Links and Website belong to us.
7.6. We may terminate this Agreement and your Affiliate Account at any time and immediately upon notice to you if we determine that Your Website is generating Fraud Traffic and, in addition, we reserve the right to permanently withhold any outstanding Commission.
7.7. Collusion and Fraud The term 'Fraud' is an attempt by an Affiliate or group of GVC Group affiliates to create a fraudulent income in a collaborative or otherwise coordinated way. Collusion shall include, but is not limited to:
7.7.1. bonus abuse in the attempt increase Affiliate Commissions;
7.7.2. betting where such bets are made as an offset to collect commissions continual chargeback's by real money players for reasons of collecting commissions
7.7.3. receiving from other GVC Group affiliates or offering other GVC Group affiliates and/or Customers financial incentives for the purpose of gaining a rebate from your affiliate commissions duplicate affiliate and/or player accounts for the purpose of collusion
7.7.4. any other act which we reasonably believe is being used to collect fraudulent Commission.
8. LIABILITIES AND WARRANTIES
8.1. No Warranties. We do not warrant that our system, network, software or hardware (or that provided to us by third parties) will be errorfree or uninterrupted and we will not be liable to you for any direct or indirect consequences of the same.
8.2. 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 limited to the amount paid in Commissions to you over the 6 months prior to your claim arising. 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).
8.3. 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.
8.4. 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.
8.5. 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.
8.6. 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.
8.7. During the Term 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.
8.8. You shall not make any announcement about the existence of this Agreement or any relationship between us whatsoever without our express prior written consent.
9. INDEPENDENT INVESTIGATION.
9.1. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions.
9.2. Independent Research. You understand that betting and gaming laws may vary from city to city, state to state and country to country. You warrant that you have independently evaluated the laws in your locale which apply to your activities under this Agreement and warrant that you reasonably believe that you may participate in our Affiliate Program without violating any applicable rules or laws.
10.1. 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 you provided within your Affiliate Account.
10.2. 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.
10.3. NonExclusive. You understand that we may at any time (directly or indirectly) and without any liability or exclusivity to you, 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.
10.4. Press. You may not issue any announcement with respect to this Agreement or your participation in the Affiliate Program without our prior written consent.
10.5. 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 company in the GVC Group.
10.6. 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.
10.7. 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.
10.8. Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing 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.
10.9. Entire Agreement. This Agreement and its Appendices 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.
10.10. 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 obligations of this Agreement.
IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by submitting your Application to us.
Derogations for specific territories- Latin America (Chile, Brazil, Mexico) and Portugal.
In relation to the territories mentioned above, the following provisions shall apply, by derogation to the Agreement:
1. Clause 4.2 shall be amended and shall read as follows:
“In order to retain your place on the Affiliate Program, you shall provide us with a minimum number of Customers each month during the Term. This is set out in Appendix 1. In the event you do not fulfill this obligation in any month, we will be entitled at our sole discretion terminate your place on the Affiliate Program immediately on written notice to you.”
2. The above amendments are valid solely in relation to the territories of Latin America (Chile, Brazil, Mexico and Portugal). For all other territories under the Affiliate Program, the Agreement above shall apply, without any amendments, unless otherwise expressly agreed in writing.
Derogations for specific territories- Latin America (Chile, Brazil, Mexico) and Portugal.
1. Clause 7.7 shall be amended and shall read as follows;
“Sub-Affiliates. We offer sub-affiliate commission of 10%, payable under the same payment terms and conditions as set forth under the Agreement, provided that the Sub-Affiliates have expressly agreed in writing to be bound by this Agreement.
The revenue received will be 10% of the commission value paid to the Sub-Affiliate tracked under their account; as registered with the Sportingbet Affiliate Network.
The Affiliate is individually responsible for registering his Sub-Affiliate and informing Sportingbet´s affiliate program management the registered username of the Sub-Affiliate. Sub-Affiliates that are not successfully tracked will not be later considered. Any person registered as a Sportingbet Affiliate cannot subsequently be reclassified as a sub-affiliate. Only new registrations will be accepted as sub-affiliates.
The Affiliate is not allowed to register himself as a Sub-Affiliate.
2. The above amendment is valid solely in relation to the territory of Brazil. For all other territories under the Affiliate Program, the Agreement above shall apply, without any amendments, unless otherwise expressly agreed in writing.
DEROGARTIONS SPECIFIC FOR ROMANIA
In clause 4, the following clause 4.2.11, 4.2.12, 4.2.13, 4.2.14 and 4.2.15 shall be added:
4.2.11 In order to perform the services under this Agreement in Romania after 31 August 2016, the Affiliate shall ensure that it has obtained a class 2 license from the Romanian National Gambling Office. The Affiliate understand that unless such license is obtained by 31 August 2016, the present Agreement shall automatically terminate on 31 August 2016 and the Affiliate is prevented from performing any further services under this Agreement.
4.2.12. The Affiliate shall ensure that any advertising performed in Romania shall relate solely to the online gaming products that are covered by the licenses owned by companies in the GVC Group in Romania (at the time of execution of this agreement, sportsbook and casino).
4.2.13 The Affiliate shall refrain from advertising the products/services of the GVC Group, especially bonuses on websites which are have not entered into an affiliate agreement with any company within the GVC Group (such as the present Affiliate Agreement). In case the Affiliate would like to use any other website owned by third parties for the performance of the present Affiliate Agreement, prior written approval should be obtained.
4.2.14 By exception to any other provision in this Agreement, we reserve the right to immediately terminate this Agreement by written notice (with immediate effect) due to legal or regulatory framework in Romania.
4.2.15 The Affiliate shall hold harmless and indemnify GVC Services BV and/or any company within the GVC Group against any potential breaches, fines, prejudice caused to any company within the GVC Group or third parties by the failure to comply with the provisions of clauses 4.2.12-4.2.14 above.