SUPERBETIN.COM AFFILIATE AGREEMENT / TERMS AND CONDITIONS Version 1.3 – 30th May 2012.
AFFILIATE AGREEMENT / TERMS AND CONDITIONS
This Affiliate Agreement details the terms and conditions governing your participation in the Superbetin Affiliate Programme ("Affiliate Programme"). It is supplemented by and deemed to include your completed Affiliate Registration Form, Commission Plan, any other guidelines, instructions, or additional terms provided to you via email or website. Together these items form the "Agreement". In the event there is a conflict between the Affiliate Agreement and any other additional terms, the Affiliate Agreement shall take precedence unless the additional terms expressly vary the Agreement.
This Affiliate Agreement is written and available in English only. In the event of any inconsistencies between the English version and any translated version, the English version shall prevail.
Throughout this Agreement, references to:
- "you" "your" and/or "Affiliate" mean the individual or entity which applied to the Affiliate Programme as the beneficiary for payment purposes on our Affiliate Programme sign up form ("Affiliate Registration Form")
- "we", "our", "us", "Superbetin" means any or all (as appropriate) of our ultimate holding company, Logispin Ltd, and any subsidiary companies of our holding company.
1 - GENERAL
1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Programme for the Websites and modifies, replaces and supersedes any previous versions of the Affiliate Programme.
1.2 When you indicate your acceptance of these terms and conditions on the Affiliate Registration Form, you agree to be bound by all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.4 below).
1.3 We regret to inform you that affiliates that are or will be actively targeting Bulgarian, Serbian or Italian audiences are not allowed in this programme and should not apply. Any breach of this condition will result in the automatic termination of this Agreement without notice.
1.4. We may modify any of the terms of this Agreement at any time, to our sole discretion, by emailing you a change notice and by posting the new version of the Agreement on our Website. Any such modification will only take effect 30 days after the date of posting or sending of any such notice (whichever is the earlier). Notifications will be sent by email to your registered email address. Proof of email sent will be considered as proof of delivery. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAMME FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
2 - DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
2.1 "Account" means a uniquely assigned customer account that is created for a Player when he/she successfully registers for the Services via a Tracking Link. By opening an account with us, Players will register on our customer databases and, accordingly, all of our rules, policies, and operating procedures will apply to them.
2.2 "Banners" and "Text Links" means the graphical artwork or text (including but not limited to banners, html mailers, editorial columns, images and logos), which includes Tracking Links, XML and RSS feeds which are made available by us through your affiliate account, that you may use to connect Players to our Services from your website (or other electronic methods) or using other Marketing Materials.
2.3 "Commission Plan" means the schedule of Referral Commissions which are available to you subject to performance and which are set out on our Website or communicated to you.
2.4 "Fraud" means deposits, Net Revenue, Poker Net Revenue or traffic generated on the Services through illegal means or means which are intended to circumvent any contractual or legal restrictions (including but not limited to spamming, breach of money-laundering or other laws or regulations, use deposits generated on stolen credit cards, collusion, manipulation of the Services or system, bonuses or other promotional abuse, rake-back activity, false, misleading or unauthorised advertising or representations) and unauthorised use of any Intellectual Property Rights (which for the avoidance of doubt includes third parties' and any of Our Intellectual Property Rights, and/or registering or attempting to register keywords or bidding on Our Marks in breach of this Agreement), any activity which constitutes Fraud as detailed in this Agreement, or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm.
2.5 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
2.6 "Marketing Materials" means any Banners and Text Links and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.7 "Net Revenue" shall mean the amount of bets or stakes placed by Players on all products except Poker on the Websites less (i) winnings paid out to Players, (ii) licence and platform fees %18, (iii) betting and gaming taxes, (iv) payment costs/processing fees %5, (v) charge backs/refunds or other returns or compensations paid to Players, (vi) sign-up bonuses/loyalty bonuses, and (vii) any other un-collectable revenue or deductions we are entitled to make in respect of that Player according to our General Terms and Conditions. Commissions are NOT paid on any Asian Handicap bets (singles, multiples or combos).
2.8 "Our Marks" means the word "Superbetin" and/or any logo, mark, domain name, URL or trade name which contains, is confusingly similar to, or is comprised either of such name and mark or any other name or mark owned from time to time by us or any company within the Group.
2.9 "Player(s)" means a person or entity who has not held an Account with us before and who follows a link from your website to our Websites and (i) opens an account with us (or enters a specific reference code in the player "open an account" form) making at least one deposit of its own money, (ii) has had their account registration details adequately validated and approved by us, including (without limitation) that the individual is confirmed to be 18 years of age or above; and (iii) is qualified and authorised to access and use the relevant Website in accordance with such Websites' General Terms and Conditions and complies with all applicable laws, rules and regulations.
2.10 "Poker Net Revenue" is calculated as the sum total of all Players' contribution to all "rakes" the Players contributed to while playing at the Websites, less (i) licence fees, (ii) betting and gaming taxes, (iii) payment costs/processing fees, (iv) charge backs/refunds or other returns or compensations paid to Players, (v) bonuses/loyalty bonuses, and (vi) any other uncollectable revenue or deductions we are entitled to make in respect of that Player according to our General Terms and Conditions. Moreover, a Player's contribution to the "rakes" shall be determined as the number obtained when dividing the actual amount of rake to which the Player had contributed by the total number of players who made a contribution to the pot. For the avoidance of doubt, sitting in but not contributing to a pot does NOT accrue rake.
2.11 "Referral Commissions" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the Commission Plan.
2.12 "Services" means any product or service provided to Players via our Websites.
2.13 "Sub-Affiliate" means a person or entity that you have referred to (and that has successfully joined) the Affiliate Programme in accordance with the terms of this Agreement.
2.14 "Sub-Affiliate Referral Commissions" means the amount due and payable to any Sub-Affiliate.
2.15 "General Terms and Conditions" means the standard terms and conditions applicable to any and all use of our Websites and Services.
2.16 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Registration Form, until such time as this Agreement expires or is terminated in accordance with its terms.
2.17 "Tracking Link(s)" means the unique Tracking URL that we provide exclusively to you for the Term, through which we track Players' and potential Players' activities and calculate Referral Commissions. The Tracking Links use industry standard cookies and cookie duration is set at 30 days. Superbetin enforces a last click policy for all Affiliates.
2.18 "Tracking URL" means a unique hyperlink or other linking tool for referencing our Websites or Services through which you are entitled to direct potential Players to our Websites. When the relevant Player opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.
2.19 "Website(s)" means individually or collectively the websites located at the following URLs: email@example.com and at any URL with which we replace such URL from time to time (and such other web addresses including XML and RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such Website(s) and all related pages through which a Player opens an Account and/or accesses our Services.
2.20 In this Agreement (except where the context otherwise requires):
2.20.1 the clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
2.20.2 any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
2.20.3 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
2.20.4 any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.
3 - APPOINTMENT RIGHTS AND OBLIGATIONS OF AFFILIATES
3.1 Appointment and grant of licence to use our Marks
3.1.1 Registration and Appointment: Your appointment as an Affiliate will only take effect once we have received and approved your completed Affiliate Registration Form. Upon such approval (which shall be at our sole discretion), this Agreement will become binding on both of us and will continue until terminated in accordance with the terms of this Agreement. You shall provide true and complete information to us when completing the Affiliate Registration Form and promptly update such information if all or any part of it changes. You warrant that you are of the legal age for lawful gambling determined by any applicable laws in your proposed jurisdiction. In any event and under any circumstances, you acknowledge that we do not permit participation in the Affiliate Programme to any affiliates who are under 18 years of age. We reserve the right to obtain identification in evidence of your age and we may (in our absolute discretion) suspend your account or withhold approval to your appointment as an Affiliate until satisfactory proof of age is provided to us.
You shall also provide us with such other information as we may reasonably request from time to time.
Should you request an Affiliate account on behalf of a corporate entity, additional information will be requested from you in order to comply with our regulatory obligations.
3.1.2 Licence grant and IPR: During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials (including but not limited to Our Marks) for the sole purpose of fulfilling your obligations under this Agreement and for no other purpose whatsoever. You acknowledge that Superbetin owns all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Websites and Our Marks. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorised and further may constitute Fraud. By way of example, but without limitation, you may not register or use any of Our Marks in any part of any domain name. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You further agree not to attack ownership of, and title to, Our Marks in any way.
3.1.3 Approved Marketing Materials. By joining our Affiliate Programme you agree to market promote and refer Players to the Websites using your Tracking Link. In carrying out the marketing activities you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Website or otherwise from time to time and any applicable laws including but not limited to the requirement to communicate with all Players and potential players lawfully (abiding at all times with applicable data protection principles concerning the processing and storage data issued by Us from time to time). The establishment and maintenance of Tracking Link from your site to the our Websites using Marketing Materials, is the only method by which you may advertise, market and promote our Websites unless otherwise authorised by us in writing. CDs and other customised promotional materials provided to you, by us, will be at your cost and deducted from Referral Commissions.
3.1.4 Continued Promotion. You shall incorporate and prominently and continually display the most up-to-date Banners and Text Links provided by us in a manner and location agreed by us, and you shall not alter the form, location or operation of the Banners and Text Links without our prior written consent. You are eligible for Referral Commissions based upon your continued promotion of our Websites or Services. We reserve the right to reduce Referral Commission percentages if you reduce your efforts to recruit new Players. Any reduced or suspended promotion of our Websites or Services will be deemed to represent termination of this Agreement.
3.1.5 Sub-Affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Programme. If any such person successfully joins our Affiliate Programme we will pay you in respect of the activities of such Sub-Affiliate in accordance with the Commission Plan. You will only receive credit for Sub-Affiliates which comply with all applicable terms of this Agreement. Any Sub-Affiliate will be bound by the terms of this Agreement and you will be liable to us jointly with any Sub-Affiliate for the performance of that Sub-Affiliate's obligations under this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not (i) register yourself or any person controlled by you as your own Sub-Affiliate; (ii) use fictitious or alias names for the registration of Sub-Affiliates; (iii) offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us, including any so-called "rake-back" schemes where a proportion of the player's rake is returned to the player in any form; (iv) attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate; or (v) make available to any third party any details of the revenue share arrangements with any Sub-Affiliate. We will not actively solicit a Sub-Affiliate to be reclassified as an Affiliate but should a Sub-Affiliate request such reclassification (whether via you or us) you shall provide all necessary assistance and co-operation to ensure the orderly migration of that Sub-Affiliate to our full Affiliate Programme.
3.1.6 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not open test accounts without our prior written consent.
3.1.7 Non Assignment. Without prejudice to Section 8.6, you acknowledge and agree that Tracking Links are for your sole use and you shall not assign or sub-license (as appropriate) the Tracking Links or any Referral Commissions to any third party without our prior written consent.
3.1.8 Player Information. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, at our sole discretion.
3.2 Marketing Activities and Responsibilities.
3.2.1 you shall market to and refer potential Players to the Websites via your Tracking Link. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relating to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. In particular when targeting potential Players in the United Kingdom all marketing, advertising and promotions must include as a minimum the following wording (i) 18+ only; (ii) terms and conditions apply; and such other wording as we may require from time to time.
3.2.2 you hereby warrant, represent and undertake that you shall not and shall not authorise, assist or encourage any third party to:
18.104.22.168 place Marketing Materials on any third-party website or other medium where the content of and/or material on such website or medium is libellous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, at our sole discretion, otherwise unsuitable;
22.214.171.124 develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of us and/or our Websites to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting or operating in), regardless of the age of majority in the location you are marketing;
126.96.36.199 use Marketing Materials in a manner that may potentially confuse a Player or potential Player;
188.8.131.52 place Marketing Materials on any third-party website or other medium, where the content and/or material on such any third-party website or medium (i) infringes any third party's Intellectual Property Rights; (ii) copies or resembles the Website(s) in whole or in part; (iii) disparages us or otherwise damages our goodwill or reputation in any way; (iv) frames any page of the Websites in whole or in part;
184.108.40.206 read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
220.127.116.11 in any way alter, redirect or otherwise interfere with the operation or accessibility of the Websites or any page thereof;
18.104.22.168 register as a Player on behalf of any third party, or authorise or assist (save by promoting the Websites and Services in accordance with this Agreement) any other person to register as a Player;
22.214.171.124 attempt to re-sign or move existing Players between affiliate accounts without our prior written consent. Furthermore, you will not induce existing Players to re-sign under a different name or names. We consider the re-signing of existing Players as Fraud and reserve the right to withhold payments for any such traffic in accordance with Section 3.2.4 hereto.
126.96.36.199 in relation to poker, offer any so-called "rake-back" schemes or similar which offers or allows a proportion of the Player's rake to be returned to the player in any form and you shall not advertise the words "rake-back" on any third-party website or discussion forum or draw any relationship between said words and Our Marks and/or our Websites;
188.8.131.52 take any action (including using Marketing Materials) that could reasonably cause any Player or potential Player confusion as to our relationship with you or any third party, or as to the ownership or operation of the Websites or Services on which any functions or transactions are occurring;
184.108.40.206 post, serve or publish any advertisements, communications or promotional content promoting the
Websites, our Services or Our Marks or around or in conjunction with the display of the Websites and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitial);
220.127.116.11 attempt to intercept or redirect (including via user-installed software) traffic from or on any third-party website or other place that participates in our Affiliate Programme;
18.104.22.168 use any means to promote sites which resemble in any way the look and/or feel of the Websites whether in whole or in part, nor utilise any such means or website to create the impression that such third-party websites are the Websites (or any part of the Website);
22.214.171.124 attempt to communicate to Players whether directly or indirectly to solicit them to move to any third-
party website not owned by us or for other purposes without our prior approval;
126.96.36.199 deliberately market our Services or use Our Marks to market our Services to individuals located in any territory from which we do not accept Players "Restricted Territories". IT IS YOUR RESPONSIBILITY TO MAKE YOURSELF AWARE OF OUR RESTRICTED TERRIROTIES AND REGULARLY CHECK OUR WEBSITES REGARDING ANY UPDATES OR CHANGES TO SAME;
188.8.131.52 provide or engage in any promotional or marketing activities which (i) have specific appeal to minors or other categories of vulnerable persons, (ii) link participation to luck, fate or similar, (iii) create any superstitions or religious connection with participation in gambling, (iv) make any association with sexual prowess or similar, (v) portray gambling as taking precedence over normal life or (vi) are unreasonably or unnecessarily offensive having regard to local practices, customs or sensitivities;
184.108.40.206 register (or apply to register) any trademarks, domain names, or names similar to any trademarks, domain names or names used by, or registered in the name of Superbetin or any other name that could be understood to designate Superbetin or which contain, are confusingly similar to, or are comprised of Our Marks including (for the avoidance of doubt) any misspellings or phonetics of the domain names of any of the Websites. You hereby agree to transfer any such registration obtained by you to us upon demand.
220.127.116.11 purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service without our direct authorisation and strict adherence to our Pay Per Click (PPC) and Search Engine Optimisation (SEO) policy, (available on request), likewise you may not use Our Marks in HTML coding (including but not limited to 'meta tags', 'meta descriptions', 'meta content', 'page titles' and 'titles').
18.104.22.168 conduct or engage in any form of spamming or advertise our Services in any way which breaches any laws relating to proper and fair electronic marketing. By accepting this Agreement you confirm that you have compiled any mailing lists in accordance with all applicable rules, legislation and regulations and have all the necessary authority to make such communications; or
22.214.171.124 otherwise engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that you believe could potentially involve Fraud, or any act or traffic that we inform you is suspected by us (in our sole discretion), to involve or potentially involve Fraud.
126.96.36.199 the Referral Company shall not utilise and shall not allow any third party to utilise any website having a domain name that contains any of the Poligon Entertainment Brands or their variations or misspellings in such a way that results in promoting any website other than the Participating Sites, whether by way of linking, back-linking, redirecting traffic or otherwise;
3.2.3 If we determine, in our sole discretion, that you have engaged in any of the activities listed in Section 3.2.2 above, we may (without limiting any other rights or remedies available to us) (i) place restrictions on your account including but not limited to suspending your account pending a full investigation and/or withholding any Referral Commissions; (ii) terminate this Agreement immediately on notice; or (iv) we may decide to fine you by lowering your Commission by 20% for the relevant period of any breach and by 25% for a second offence.
3.2.4 Holdover for Fraud. In the event that, at our sole discretion, we suspect any Fraud, then we may delay payment of the Referral Commissions to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Referral Commissions in respect of Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved in Fraud. In the event that we determine any activity constitutes Fraud, or is otherwise in contravention of this Agreement, then at our sole discretion we may: (i) pay the Referral Commissions in full, (ii) recalculate them in light of such suspected Fraud and/or (iii) forfeit your future Referral Commissions in respect of Fraud (as appropriate).
4 - REPORTS & PAYMENTS
4.1 Reports. We will track and report Player activity for purposes of calculating your Referral Commissions. The form, content and frequency of the reports may vary from time to time in our sole discretion. We will provide you with remote online access to reports to view new Players per Tracking Link and/or periodic commission reports as well as any other relevant information. For the avoidance of any doubt, you will not be entitled to Referral Commissions for any Player that already has an Account.
4.2 Referral Commissions. Referral Commissions will be paid to you on a monthly basis in accordance with the Commission Plan we have approved in relation to the relevant Services by email after you have completed the registration process and/or where we have activated additional Tracking Links.
4.3 VAT and Selfbill. All amounts payable by us pursuant to this Agreement shall be inclusive of any applicable value added tax or other sales tax. We will notify you of the amount due to you at the end of each month and subject to you agreeing to our self-bill agreement we shall send via email to your registered email address your self-bill invoice to us in respect thereof prior to payment. Payment and all invoices will be in £ Sterling "GBP".
4.4 Sub-Affiliate Referral Commissions. Subject to Section 3.1.5, you will receive, in accordance with the Commission Plan, your commission on the Sub-Affiliate Referral Commissions due and payable to your Sub-Affiliate(s) for Players they refer to our Websites.
4.5 Time of Payment. Referral Commissions will be paid into your nominated account within 30 days after the end of each month, subject to you earning Referral Commissions in excess of the minimum threshold of £50 GBP ("Minimum Threshold"). If the Minimum Threshold is not achieved in any month we will carry this amount forward to the next period and so on until the Minimum Threshold is achieved. We will only transfer funds to the designated account detailed on your Affiliate Registration Form. Subject to sections 3.1.4 (continued promotion), 4.7 (Minimum Referral Requirements) and 5.4 (termination), you are entitled to one payout per month, providing you have fulfilled the above requirements at the end of the preceding month. There is no maximum payout for Referral Commissions.
4.6 Player Tracking and Active Players. You understand and agree that potential Players must link through using your Tracking Link in order for you to receive Referral Commissions. In no event, are we liable for your failure to use Tracking Links or for potential Players' failure to properly enter valid bonus codes. Notwithstanding any other provision herein, we may at any time and at our sole discretion alter our tracking system and reporting format.
4.7 Minimum Referral Requirements. All Affiliates are required to refer a minimum of 5 Players within the first 12 weeks of joining the Affiliate Programme. Should an Affiliate not reach this requirement your participation in the Affiliate Programme may be terminated, but you will have the option to re-apply.
4.8 Disputes. If you disagree with the periodic reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within fourteen (14) days of the end of each four weekly period or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Referral Commissions due for the period indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Referral Commissions we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
4.9 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Websites or otherwise in relation to money laundering and/or the proceeds of crime.
4.10 Taxes. You are solely responsible for all taxes, charges, deductions or withholdings (including, without limitation, any interest, additions to tax or penalties applicable thereto) fees (including but not limited to processing fees, fees for the withdrawal of monies from any ewallet account and such like) and other costs related to payments made to you under this Agreement. You hereby agree to fully indemnify and hold us harmless against any and all claims, expenses, losses, damages, proceedings (including reasonable legal fees) and costs that we may sustain or incur as a result of any claim or demand made by any governmental or other authority, regarding tax withholding or similar obligations to which we may be subject in connection with making payments to you.
4.11 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting (directly or indirectly) from or arising from, your breach of this Agreement.
5 - TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Registration Form and continue until terminated in accordance with the terms of this Agreement.
5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us which you may send by email to affiliates@Superbetin.com (or such other email address as we may notify you from time to time) marked "Termination Affiliate Agreement".
5.3 Termination By Us. We may terminate this Agreement, without cause at any time, upon written notice to you which we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. In the event we terminate, we shall be entitled to automatically render any Tracking Links inoperative.
5.4 Automatic Termination without notice. This Agreement may be automatically terminated without notice where:
5.4.1. the total cumulative balance of Referral Commissions due to you is less than £25 for three (3) consecutive months; or
5.4.2. you do not refer any persons qualifying as Players in any three (3) consecutive months;
5.4.3 we determine in our sole discretion, that you have engaged in any activity which (i) is forbidden in this Agreement, including without limitation Fraud, or activity which is aimed at Restricted Territories or minors (below the age of 18 or a higher age as determined in any applicable jurisdiction) or (ii) is in our opinion otherwise undesirable;
5.4.4 we have genuine doubts as to your true identity (including your age) and you are unable to provide appropriate identification to verify your identity or that you are over 18 years of age;
5.4.5 you are in breach of the restrictions detailed at section 3.2 of this Agreement; or
5.4.6 your continued participation in the Affiliate Programme is (in our opinion) likely to have a detrimental impact upon the Affiliate Programme or Superbetin.
5.5 Effect of Termination. The following will apply where we terminate:
5.5.1. you shall stop promoting the Websites and all rights and licences given to you under this Agreement will terminate immediately;
5.5.2. you shall promptly return or destroy (at our option) all confidential information and immediately cease use of any of Our Marks and the Marketing Materials;
5.5.3. we may leave open, redirect or deactivate any Tracking Links in our sole discretion without any obligation to pay you for new Players who subsequently become Players;
5.5.4. provided that we have paid or do pay to you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums; and
5.5.5. Sections 2, 3, 5.5, 6, 7 and 8 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.
6 - LIABILITIES
6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAMME, OUR WEBSITES OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITES, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block or restrict certain Players, deposits or play patterns or reject the applications of potential Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Websites or Services other than as provided under this Agreement. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DIRECT, 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) INCLUDING ANY LOSS OF BUSINESS, REVENUE, PROFITS OR DATA SUFFERED BY YOU. OUR LIABILITY ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL ONLY BE FOR DIRECT DAMAGES AND SHALL NOT EXCEED THE REVENUES GENERATED AND PAYABLE TO YOU HEREUNDER OVER THE PREVIOUS TWELVE MONTHS AT THE TIME THAT THE EVENT GIVING RISE TO THE LIABILITY ARISES. HOWEVER, NOTHING IN THIS AGREEMENT WILL OPERATE TO EXCLUDE OR LIMIT OUR LIABILITY TO YOU FOR DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR NEGLIGENCE OR FOR FRAUD.
6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless in full and on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement and against any claim or demand by a third party relating to the use, development, operation, maintenance or content of your website, including (without limitation) its domain name, content on it, search engines connected to it, or third party intellectual property infringement claims (other than where such infringement arises due to the acts or omissions of us or content provided by us).
7 - INDEPENDENT INVESTIGATION
7.1. In participating in our Affiliate Programme you warrant that you have independently evaluated the desirability of marketing the Websites and Services and that (i) you have independently evaluated the laws which apply to your activities and believe that you may participate in our Affiliate Programme without violating any applicable rules or laws and (ii) you are not relying on any representation, guarantee, or statement other than those expressly set forth in this agreement.
7.2 You accept sole responsibility for determining whether your participation in the Affiliate Programme is legal under any applicable laws. You understand that we have not provided you with any legal recommendation or assurance regarding such legality. You should obtain independent legal advice in the jurisdictions from which you operate and/or to which you direct your marketing activities, if you have any doubt concerning the legality of your participation in the Affiliate Programme or the receipt of any payments from us.
8 - MISCELLANEOUS
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: (i) by us to you at the email address provided by you on the Affiliate Registration Form (or as subsequently updated by you to us in the event of change); and (ii) by you to us at firstname.lastname@example.org (or such other email address as may be notified to you from time to time by us). Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.
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 (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in 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 in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Websites to any other website that we deem appropriate in our sole discretion, without any additional compensation to you.
8.4 Confidentiality and Non Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
8.5 Use of Your Personal Information
8.5.1 We consider information that may be used to identify an individual, including, but not limited to, first and last name, date of birth, credit card information, home or other physical address, email address, phone number or other contact information to be "Personal Information". You hereby acknowledge that any Personal Information provided to us when you register to join our Affiliate Programme or via other communications and interactions with us may be collected and used by us to set up and maintain your account, provide services and support to you (including provision of important information regarding your account, promotions or offers), to undertake necessary security and identity verification checks, monitor your activity under the Affiliate Programme in particular to detect any unlawful activity (including but not limited to Fraud, money laundering) or any activity in breach of the terms of this Agreement transactions or for any other purpose related to your participation in the Affiliate Programme. In joining the Affiliate Programme you consent to the use of your Personal Information for the purposes detailed above and for its disclosure to identity and/or age verification agencies, credit checking agencies regulators, sports bodies, the police, banks, credit card companies, electronic payment providers or other financial institutions, and any other authorised bodies for the purposes of investigating fraud, money laundering or sports integrity. You further agree to fully co-operate with any such investigations undertaken by us or any such third party.
8.5.2 We may also disclose your Personal Information if required to do so by law, or if we believe in good faith that such action is necessary to: (i) comply with any legal process served on us, the Websites or in relation to the Affiliate Programme; (2) protect and defend our rights or property; or (3) act to protect the personal safety of users of the Websites or our Services or the public.
8.5.3 If we should ever file for bankruptcy or be acquired by a third party, merge with a third party, sell all or part of our assets, or otherwise transfer substantially all of our relevant assets to a third party, we are entitled to share your Personal Information and all other information you have provided through the Affiliate Programme to potential and subsequent business and merger partners.
8.6 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Programme without our prior written consent, except as required by law or by any legal or regulatory authority.
8.7 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
8.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of England and Wales for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
8.9 Severability. 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 other provision hereof.
8.10 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
8.11 Third Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.
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