KKPoker Affiliate Marketing Programme Terms and Conditions
This agreement (the "Agreement") contains the complete terms and conditions between AceKing IOM Limited (a company incorporated in the Isle of Man with company number 017019V having its registered office at 49 Victoria Street, Douglas, IM1 2LD, Isle of Man) (the "Company"), and you ("you" and "your"), regarding:
(i) your application to participate as an affiliate in the Company’s affiliate marketing programme (the "Affiliate Programme"); and
(ii) your participation in the Affiliate Programme and provision of the marketing services in respect of the Sites (defined below).
Please note that in countries and territories where the Company has retained an exclusive distributor for marketing and distributing KKPoker, including but not limited to those as set out in Schedule 1, the Company may, in its sole discretion, prohibit, disallow or stop you from being a Club Host at any time for any reason. Thereafter the abilities granted to you in KKPoker are subject to the Company’s arrangement and sole discretion.
The Company reserves the right to amend the list in Schedule 1 in its absolute discretion with immediate effect and without an obligation to provide you with notice and the Company shall not be liable in any way whatsoever for any loss suffered as a consequence of any decision made by the Company in this regard. The Company encourages you to visit KKPoker regularly and check the provisions in the version of the Agreement in force at such time.
By clicking the "Confirm" box (or similar wording) you accept the terms and conditions of this Agreement.
1. Definitions and Interpretation
1.1 In this Agreement (except where the context otherwise requires) capitalised words and expressions shall have the meanings set out below:
(i) "Affiliate Website" means any website (including any device specific versions of such website) or application owned and/or operated by you or on your behalf;
(ii) "Applicable Laws" means all applicable laws, directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency;
(iii) "Application" has the meaning given in clause 2.1;
(iv) "Club" means a poker club established within the Sites;
(v) "Club Agent" means any sub-affiliate(s) introduced by the Club Host to the Club;
(vi) "Club Host" means a KKPoker account holder who establishes a Club;
(vii) "Club ID" means a unique, numeric or alphanumeric string that is associated with a Club within the Sites;
(viii) "Club Manager" means, with respect to a Club, a Member who has been granted the ability to arrange and cancel Games, configure the parameters of Games, schedule the start times of Games, and otherwise act in an administrative capacity in relation to Games;
(ix) "Commission" has the meaning given in clause 5.1;
(x) "Confidential Information" means all information in whatever form (including without limitation written, oral, visual and electronic) which has been or may be disclosed, before on and/or after the date of this Agreement by the Company;
(xi) "Game" means any game that run in a Club within the Sites, regardless of its format or rules;
(xii) "Gross Revenue" has the meaning given in clause 5.2;
(xiii) "Group Company" means any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
(xiv) "Intellectual Property Rights" means any and all copyright and related rights, designs, trade marks, trade names, internet domain names, insignia, service marks, patents, database rights, inventions and discoveries and all other intellectual and industrial property rights of a similar or corresponding nature in any of the relevant territories, in each case whether registered or unregistered, and including the right to apply for and all applications for any of the foregoing together with all statutory, equitable and common law rights attaching thereto in any applicable territories, including the right to sue for damages (and retain such damages) and all other legal and equitable remedies in respect of any infringement or misuse of any of such intellectual and industrial property or rights of a similar nature;
(xv) "Invite Code" means, for the purpose of inviting other KKPoker account holders to join a Club as Members, (1) its Club ID; and (2) a unique identifier associated with that Club;
(xvi) "KKPoker" means the real-money gaming app owned and operated by the Company;
(xvii) "Lead" has the meaning given in clause 4.1;
(xviii) "Licensed Materials" has the meaning given in clause 6.1;
(xix) "Links" has the meaning given in clause 3.1;
(xx) "Member" means, with respect to a Club, a KKPoker account holder who is a member of a Club but is not the Club Host, Club Manager or Club Agent;
(xxi) “Prohibited Practices” has the meaning given in clause 7.5;
(xxii) "Regulator" means any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time;
(xxiii) "Sites" means the websites (including any device specific versions of such websites) and applications owned and/or operated by the Company or any of the Group Companies as set out at https://www.kkpoker.net/pc/home and any other website or application notified to you from time to time.
2. Affiliate Application and Enrolment
2.1 To become an affiliate within the Affiliate Programme, you will have to complete and submit a KKPoker account registration (which can be accessed here: https://notice.kkpoker.net/mobile/register/ or within the app ) and pass all Know-Your-Customer (KYC) verifications, the successful completion of which will automatically qualify you as an affiliate (the "Application"). The Company may request your personal information in order to evaluate your Application. The Company may, in its sole discretion, reject your Application to the Affiliate Programme at any time for any reason. This Agreement shall terminate automatically upon notification of any rejection to you.
2.2 Without limiting the generality of the foregoing, the Company may reject your Application if the Company believes:
(i) the marketing methods and/or Affiliate Websites are unsuitable for any reason;
(ii) the Affiliate Websites include any content which the Company deems to be unlawful, harmful, threatening, defamatory, obscene, or harassing. By way of example only, this might mean that it contains: (a) sexually explicit, pornographic or obscene content (whether in text or graphics); (b) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (c) graphic violence; (d) politically sensitive or controversial issues; or (e) any unlawful behaviour or conduct;
(iii) any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
(iv) any of your Affiliate Website(s) are designed to appeal to individuals under the age of 18; or
(v) you may be in breach of, or may be likely to breach, any Applicable Laws, the anti-bribery or corruption obligations specified in clause 16.
2.3 You shall have no right to appeal any decision by the Company to reject your Application.
2.4 The Company reserves the right to perform background checks on you and request any relevant documentation from you in evaluating your Application for any reason, including (but not limited to) verifying your identity, personal history, your financial transactions and financial standing. The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may reject your Application on the basis that such an investigation provides a negative or uncertain conclusion.
2.5 The documents requested by the Company will typically include an identity card and proof of address. If deemed necessary, the Company may request that copies of these documents are notarised by a Public Notary. If you fail to provide documents requested by the Company or if the Company suspects that you have tampered with any documents provided (or attempted to mislead or misrepresent in any other way), it may reject your Application. The Company shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of the Company’s findings with regards to these documents.
2.6 If the Company determines in its sole discretion that you are in breach of any of the clauses 2.2 to 2.5 (inclusive) in any way and at any time, it may:
(i) terminate this Agreement immediately; and
(ii) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
2.7 If you are accepted onto the Affiliate Programme, in consideration for the Commission, you agree to provide to the Company the marketing services in respect of the Sites. You must provide such services at all times in accordance with the terms of this Agreement.
2.9 Each party shall comply with the applicable data protection laws in force in the Isle of Man including but not limited to Data Protection Act 2018 together with any amendments or updates such legislations.
3. Setting Up Links and Promotions
3.1 If you are accepted to the Affiliate Programme, the Company will make available to you button links, text links and other content as determined by the Company which will be associated with you on the Company’s system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Website(s) provided that you:
(i) only do so in accordance with the terms of this Agreement; and
(ii) possess the legal right to use the Affiliate Websites in relation to the Affiliate Programme.
3.2 You agree that you will cooperate fully with the Company in order to establish and maintain the Links on the Affiliate Websites.
3.3 If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Website(s) you must request and receive the Company’s prior written permission for the placement of the Links on such alternative websites before placing any such Links. Where permission is granted, such websites shall be deemed “Affiliate Websites” for the purposes of this Agreement.
3.4 You may not modify a Link, unless you have received prior written consent from the Company to do so. If the Company determines that your use of any Link is not in compliance with the terms of this Agreement, it may take measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
3.5 If the Company requests any change to your use and positioning of the Links and/or Licensed Materials or cease using the Links and/or Licensed Materials, you must promptly comply with such requests.
3.6 In addition to your use of the Links, from time to time you may promote the Sites by publishing bonus codes for special offers or promotions, subject to having received the prior written consent of the Company. You may only publish bonus codes in accordance with the guidelines provided by the Company.
3.7 Save for use of the Links and publication of bonus codes in accordance with the terms of this Agreement, you may not advertise the Sites in any other way.
3.8 If you submit a request to the Company to advertise the Sites in any way other than through use of the Links any failure or delay in responding to a request by the Company does not constitute consent from the Company to your request.
3.9 You may not market or promote the Site or use any of the Licensed Materials on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies.
3.10 You may not market the Sites in any way which might, in the Company’s opinion, compete with the marketing efforts of the Company or any Group Company, unless you have received prior written approval from the Company. For the avoidance of doubt, the following activities will always be considered to compete with the Company’s and/or Group Companies’ marketing efforts and are prohibited hereunder:
(i) the placement of Links on any internet sites on which the Company or Group Company places advertisements for the Sites; and
(ii) the promotion of the Sites by way of keyword advertising with internet search engines.
3.11 You may not: -
(i) register any domain name or mobile app with a name, logo or appearance that includes any of the Company and/or Group Company's trade marks or trade or other brand name operated by us or is, in our sole discretion, determined to infringe our Intellectual Property Rights or be confusingly similar to ours trademarks, brands or logos;
(ii) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network, sponsored advertising service or other search or referral service which are identical or similar to any of the Company and/or Group Company’s trade marks or trade or other brand names from time to time;
(iii) include metatag keywords on the Affiliate Site; or
(iv) (except as expressly permitted in this Agreement) otherwise use marks, terms or images,
in each case, which are identical or similar to any of the Company and/or Group Company’s trade marks or trade or other brand names operated by the Company and/or Group Company from time to time.
3.12 You will immediately comply with all of the Company’s instructions which may be notified to you from time to time regarding the use and placement of the Links, Licensed Materials and bonus codes, and your marketing of the Sites in general.
3.13 If you breach any of the provisions in this clause 3 in any way and at any time, the Company may:
(i) terminate this Agreement immediately; and
(ii) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
4.1 With respect to revenue share trackers, a "Lead" is a distinct Member who, during the term of this Agreement, has:
(i) registered to open a new KKPoker account with the Sites;
(ii) not previously opened an account with the Sites;
(iii) had his/her account registration details adequately validated and approved by the Company;
(iv) joined your Club via:
(a) accessing the Site directly through a Link which is published by you on your Affiliate Website(s) or otherwise distributed by you in accordance with this Agreement;
(b) entering an Invite Code during the KKPoker account registration; or
(c) entering your Club ID / an Invite Code in the ‘Search’ tab on the Sites;
(v) deposited to that account or received via in-app transfer an amount at least equal to the minimum deposit limit required for the Sites; and
(vi) play the Games.
4.2 Neither you nor any of your relatives are eligible to become Leads. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
4.3 The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
4.4 You acknowledge and accept that the Company’s calculation of the number of Leads and amount of Gross Revenue shall be the sole and authoritative measurement and shall not be open to review or appeal. The Company shall notify you of the number of Leads and amount of Gross Revenue through email or in-app message. It should be noted that such information is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of Commission as it is provided on a dynamic basis. In case of discrepancy between the data provided through email or in-app message and the Company's records, the Company's records shall have priority.
4.5 To ensure accurate tracking, reporting and Commission accrual, you are responsible for ensuring that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.
(THE FOLLOWING CLAUSE 5.1 to CLAUSE 5.5 SPECIFICALLY APPLY TO YOU IF YOU ARE A CLUB HOST.)
5.1 The commission payable to you under this Agreement (the “Commission”) is calculated on the applicable share of Gross Revenue as defined in clause 5.2.
5.2 The term "Gross Revenue" shall mean the total of all applicable Leads’ contributions to cash game rakes (calculated in accordance with clause 5.3 below), tournament administrative fees as detailed in accordance with clause 5.4 below (excluding the prizes) and any rake arising out of other Games, less:
(i) any credits, bonus, bonus points or other promotional amounts given to such Leads;
(ii) any returned transactions or any uncollected (or refunded) revenue attributable to such Leads (including chargebacks, ‘preventative’ chargebacks or in settlement of any claims involving a Lead;
(iii) any administration fees relating to the Affiliate Programme;
(iv) any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Leads; and
(v) any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company.
5.3 A Lead’s contribution to cash game rake is calculated using the following formula:
A x B
where: “A” is the total rake of the hand and “B” is a Lead’s applicable share of the total rake of such hand (the “Applicable Share of the Total Rake”).
The Applicable Share of the Total Rake is contingent on the final outcome of the hand and is subject to the Company’s arrangement and sole discretion from time to time.
5.4 A Lead’s contribution to a tournament administrative fees is contingent on the tournament type and its corresponding condition:
|MTT||When players’ total contribution to the prize pool is equal to or greater than the guaranteed or fixed amount of the prize pool of that tournament.|
|Sit & Go||No condition.|
For example, in a fifty US Dollars ($50) buy-in (including the administrative fee of five US Dollars ($5)) MTT with four thousand five hundred US Dollars ($4,500) guaranteed / fixed prize pool, if by the end of the registration: -
(i) the players’ total contribution to the prize pool is four thousand and fifty US Dollars ($4,050) which is less than the $4,500 prize pool, the Lead(s)’ contribution to the administrative fees WILL NOT count;
(ii) the players’ total contribution to the prize pool equals to the $4,500 prize pool, the Lead(s)’ total contribution to the administrative fees WILL count; or
(iii) the players’ total contribution to the prize pool is four thousand five hundred and forty-five US Dollars ($4,545) which is larger than the $4,500 prize pool, the Lead(s)’ total contribution to the administrative fees WILL count.
5.5 The Commission structure between the Company and your Club is subject to the rules published on KKPoker which will be updated from time to time. The Company reserves the right to amend such rules in its absolute discretion with immediate effect and without an obligation to provide you with notice and the Company shall not be liable in any way whatsoever for any loss suffered as a consequence of any decision made by the Company in this regard. The Company encourages you to visit KKPoker regularly and check the relevant rules in force at such time.
(THE FOLLOWING CLAUSE 5.6 SPECIFICALLY APPLIES TO YOU IF YOU ARE A CLUB MANAGER, CLUB AGENT OR A MEMBER.)
5.6 You will receive commission from the Club Host in accordance with the commission scheme as agreed between you and the Club Host. The Commission received by you may be based on the numbers of Leads generate by you and linked to the commission scheme agreed between you and your Upline and shall not be determined by the commission scheme as set for under clause 5.1 to 5.5.
The Upline structure is illustrated as follows: -
|Who You Are||How to Join the Club||Upline|
|Club Manager||N /A||Club Host|
|Club Agent||N /A||Club Host|
|Member||via Club Host||Club Host|
|via Manager||Club Host|
(THE REMAINDER OF THIS CLAUSE 5 APPLY TO ALL AFFILIATES.)
5.7 Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Leads, both existing and new.
5.8 For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Leads who are at any time blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating the Gross Revenue, the Company may still deduct any or all charges or expenses attributable to blocked or suspended Leads.
5.9 You acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
5.10 Notwithstanding any other provision in this Agreement, any Commission containing a revenue share component which relates to revenues generated on the Sites, shall only be payable for a maximum period of twelve (12) months from the date on which the applicable internet user qualifies as a Lead and in any event only during the term of this Agreement.
5.11 In consideration of your provision of the marketing services in accordance with the terms of this Agreement, the Company shall pay you the Commission when a Game table ceases services or a tournament is completed. Payments of Commission shall be made directly to your KKPoker account. Without derogating from the foregoing, if the Company is not able to transfer the Commission to you, the Company reserves the right to deduct from the Commission a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by your having provided incorrect or incomplete details. Should the Company not be able to transfer any Commission to you for six (6) consecutive months as a result of any incomplete or incorrect details of your KKPoker account, or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission and will no longer be liable to pay such Commission.
5.12 The Company is not obliged to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commission which has accrued to your benefit up until such time or thereafter.
5.13 The Company reserves the right to take action against you and/or your Leads should you or any Links used by you or Leads show patterns of manipulating and/or abusing the Affiliate Programme in any way whatsoever. If the Company determines that such conduct is being undertaken, it may withhold and keep any Commission payments which would have otherwise been payable to you under this Agreement and terminate this Agreement with immediate effect.
5.14 The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
5.15 The Company shall be entitled to set-off from the amount of Commission to be paid to you any associated costs related to the transfer of such Commission.
5.16 The Company retains the right to review your activity under this Agreement for possible fraud, whether such fraud is on your part or the part of a Lead. Any review period will not exceed one hundred eighty days (180) days. During this review period, the Company shall have the right to withhold any Commission otherwise payable to you. Any incidence of fraud on your part (or the part of a Lead) constitutes a breach of this Agreement. Any incidence of fraud constitutes a breach by you of the Agreement and the Company retains the right to terminate this Agreement immediately and retain all Commission otherwise payable to you and will no longer be liable to pay such Commission to you. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
5.17 For the purpose of this Agreement and by way of example only, the term "fraud" shall include, but shall not be limited to:
(i) the encouragement by you or a third party of bonus abuse on the part of the Leads;
(ii) a chargeback executed by a Lead in relation to his/her initial deposit;
(iii) collusion on the part of the Lead with any other player on the Sites or any website owned and/or operated by a Group Company;
(iv) the opening of an account in breach of the terms of this Agreement;
(v) the offering or providing by you or any third party of any unauthorised incentives (financial or otherwise), including without limitation "rake back", to potential or existing Leads;
(vi) creating or using a single Link intended to be used by a single Lead;
(vii) any use by you or a potential Lead or a Lead of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Site; and
(viii) any other act by you or by a Lead which is reasonably understood to have been committed in bad faith against the Company regardless of whether or not such action has resulted in any type of harm or damage to the Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and forfeit any past and future Commissions which have accrued to your benefit.
5.18 You acknowledge and agree that the Company shall not be liable to pay to you any amounts which relate to revenues generated from Leads from any products or services provided by the Company or any of its affiliated entities or commercial partners other than the poker products which you advertise via the Links. The Company shall not be liable to you for any amounts which relate to revenues generated from activity relating to any KKPoker account other than the KKPoker account registered with the particular Site promoted by you in which the respective KKPoker account qualified as a Lead.
5.19 Your affiliate account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Affiliate Programme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
5.20 The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and you shall immediately cease marketing to persons in such jurisdictions. The Company will not be liable to pay you any Commission which would have otherwise been payable to you under this Agreement in respect of such jurisdictions.
5.21 The Company reserves the right, at its sole discretion, to immediately cease paying you Commission with respect to Leads generated by you from a specific jurisdiction and you shall immediately cease marketing to persons in such jurisdiction.
5.22 You are responsible for the payment of all taxes, charges, levies, assessment and other fees of any kind related to Commission you receive under this Agreement and you acknowledge that should the Company be required to deduct an amount in respect of any applicable withholding tax the Commission shall be reduced by the amount of such deduction.
6. Intellectual Property
6.1 If you are accepted to the Affiliate Programme, the Company will grant you a non-transferable, non-exclusive, non-sublicensable, limited, revocable licence to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's and its Group Companies and affiliates' logos, trade names, trade marks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
6.2 You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
6.3 You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of your proposed use to the Company and receiving its prior written consent to such use.
6.4 You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or any third party negatively.
6.5 The Company and its licensors own all of the Intellectual Property Rights in the Licensed Materials and Links, and you hereby irrevocably assign to the Company all present and future Intellectual Property Rights and other rights relating the Licensed Materials and Links, and will execute any and all such documents as may be necessary to transfer and/or assign to the Company any such rights.
6.6 The Company may revoke your licence to use the Licensed Materials and Links at any time by written notice to you, whereupon you must immediately destroy or deliver up to the Company all such materials as are in your possession. You acknowledge that, except for the licence which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned licence shall terminate upon the termination of this Agreement.
7. Obligations Regarding Your Affiliate Websites and Marketing Materials
7.1 You will be solely responsible for the technical operation of your Affiliate Website(s) and the accuracy and appropriateness of materials posted on your Affiliate Website(s).
7.2 You agree that your Affiliate Website(s) will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof or any websites of the Group Companies), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof or the websites of any of the Group Companies) or are owned and/or operated by the Company or any of the Group Companies.
7.3 Other than use of the Links, you agree that none of your Affiliate Website(s) will contain any content of the Sites or websites of any of the Group Companies or any materials which are proprietary to the Company or its affiliates or Group Companies, except with the Company’s prior written permission. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's, the Group Companies’ or its affiliates' trade marks or any domain name that is confusingly or materially similar to such trade marks.
7.4 Upon entering into this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once the Company becomes aware that you have registered such a domain name you will be informed and required to transfer the domain name to the Company or an entity nominated by the Company, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. The Company may, in its sole discretion, withhold all Commission that may be due to you until the domain name is transferred.
7.5 You will not use any unsolicited or spam messages to promote the Sites or any websites owned or operated by any of the Group Companies (the “Prohibited Practices”).
7.6 If the Company receives a complaint that you have been engaging in any Prohibited Practices, you hereby agree that it may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which the Company may provide to the party making the complaint, may include your name, email address, postal address and telephone number. You hereby warrant and undertake that you will immediately cease engaging in Prohibited Practices and make every effort to resolve the complaint. In addition, the Company reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and your participation in the Affiliate Programme and to set off or charge you for all claims, damages, expenses, costs, or fines incurred or suffered by the Company or any Group Companies in relation to this matter. Nothing stated or omitted herein shall in any manner prejudice any such rights.
7.7 You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all Applicable Laws, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including Intellectual Property Rights, whether directly or indirectly.
7.8 You undertake to immediately comply with all instructions and guidelines provided by the Company in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, the Company may terminate this Agreement and your participation in the Affiliate Programme immediately and/or withhold any Commission otherwise owed to you and shall no longer be liable to pay such Commission to you.
7.9 You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Sites’ reputation and goodwill, and you undertake at all times to consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
7.10 Without derogating from the generality of clause 7.9 above, you hereby acknowledge the Company is licensed by the Isle of Man Gambling Supervision Commission (the “GSC”) in accordance with the Online Gambling Regulation Act 2001. As an operator licensed by the GSC, the Company is subject to the legal requirements that govern the manner in which it may operate, market and advertise its services. You agree to conduct yourself, in so far as you carry out activities on behalf of the Company which relate to the activities licensed by GSC, as if you were bound by the same regulatory requirements as the Company.
7.11 You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
7.12 Without prejudice to the generality of the foregoing, in advertising the Sites, you agree to:
(i) ensure that any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, clearly sets out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the advert itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant advert above the fold;
(ii) seek the Company's guidance if you are unsure as to whether the advertising of a Site by you is in compliance with the Applicable Laws. Any failure or delay in responding to you does not constitute consent from the Company;
(iii) only use the Links and Licensed Materials provided to you directly by the Company; and
(iv) only use the Links and Licensed Materials to link to the Sites and to not link directly to registration or download pages.
7.13 In the event that you breach any of the clauses 7.1 to 7.12 (inclusive), in any way and at any time the Company may:
(i) terminate this Agreement immediately; and
(ii) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
8.1 The term of this Agreement shall commence upon your acceptance of the terms and conditions of this Agreement as set out above, and will continue in force until terminated in accordance with its terms by either party.
8.2 At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination class="subtitle" (via fax or e-mail).
8.3 Following termination of this Agreement, the Company may withhold the final payment of any Commission otherwise payable to you for a reasonable time to ensure that the correct amount of Commission is paid.
8.4 Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that:
(i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction;
(ii) the Company reasonably believes that you have breached Applicable Laws and/or
(iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
8.5 Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website(s), all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by the Company and/or provided by or on behalf of the Company to you pursuant to this Agreement or in connection with the Affiliate Programme. Following the termination of this Agreement and the Company’s payment to you of all Commissions due at such time of termination, the Company shall have no obligation to make any further payments to you.
9.1 The Company may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion.
9.2 Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available Commission fees or schedules and payment procedures. If any modification is unacceptable to you, you should click "Reject" (or similar wordings) when an updated version of this Agreement available for your review and your sole recourse is to terminate this Agreement.
10. Limitation of Liability
10.1 Nothing in this clause shall exclude or limit either party’s liability for death or personal injury resulting from such party’s gross negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation.
10.2 The Company shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for any:
(i) actual or expected indirect, special or consequential loss or damage;
(ii) loss of opportunity or loss of anticipated savings;
(iii) loss of contracts, business, profits or revenues;
(iv) loss of goodwill or reputation; or
(v) loss of data.
10.3 The Company’s aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total Commission paid or payable to you under this Agreement.
10.4 You acknowledge and agree that the limitations contained in this clause 10 are reasonable in the circumstances and that you have taken independent legal advice regarding the same.
11. Relationship of Parties
11.1 You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
12.1 The Company makes no express or implied warranties or representations with respect to the Affiliate Programme, the Marketing Material, or the Site, including, without limitation, any warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site (including any tracking mechanisms) will be uninterrupted or error-free, and we make no guarantees regarding the amount of Commissions which may be generated as a result of your participation in the Affiliate Programme. We will not be liable for the consequences of any such interruptions or errors.
13. Representations and Warranties
13.1 You hereby represent and warrant to the Company that:
(i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with their terms;
(ii) all the information provided by you in your Application is true and accurate;
(iii) your entering into, and performance of your obligations under, this agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) the provisions of any agreement to which you are party or (b) any order, judgment or decree applicable to you or binding upon your assets or properties or (c) (if you are a corporation or partnership with legal personality) your Memorandum and Articles of Association or partnership agreement or the equivalent in in the jurisdiction in which you have been constituted or (d) breach Applicable Laws;
(iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Affiliate Programme or receive payment under this Agreement;
(v) (if you are an individual) you are an adult of at least 18 years of age;
(vi) (if you are a corporation or partnership with legal personality) you are in good standing in the jurisdiction in which you have been constituted;
(vii) There is no pending or, to the best of your knowledge, threatened claim, action or proceeding against you and, to the best of your knowledge, there is no basis for any such claim, action or proceeding;
(viii) as at the date of entering into this Agreement you have not registered any domain names in breach of clause 7.4; and
(ix) you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any Applicable Laws.
14.1 The Company may disclose Confidential Information to you as a result of your participation as an affiliate within the Affiliate Programme.
14.2 You may not disclose any Confidential Information to any other person. Notwithstanding the foregoing, you may disclose Confidential Information to the extent:
(i) required by law; or
(ii) the information has come into the public domain through no fault of your own.
14.3 You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
14.4 Without derogating from clause 14.3, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Sites or the Affiliate Programme.
15.1 You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the "Indemnified Parties"), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Indemnified Parties , as a result of or in connection with:
(i) any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of use or supply of the services provided by you under this Agreement;
(ii) any breach by you of clauses 2, 3, 4, 6,7 or 14;
(iii) any breach by you of any of the representations or warranties made by you under this Agreement;
(iv) the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein;
(v) a breach by you of any other provisions of this Agreement; and
(vi) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Website.
15.2 You hereby agree to indemnify and hold harmless such of the Indemnified Parties against whom any claim or demand for payment (including any payment in the nature of a penalty) may be made against them by any revenue or customs authority in respect of the Commission paid to you under this Agreement.
15.3 The provisions of this clause 15 shall survive termination of this Agreement howsoever arising.
16. Anti-Bribery and Corruption
16.1 The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all Applicable Laws and accord to the highest principles of corporate ethics.
16.2 In submitting an Application for enrolment in the Affiliate Programme and in performing your activities under this Agreement, you undertake to comply with all Applicable Laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Commissions or otherwise.
16.3 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
17. Force Majeure
17.1 Neither you nor the Company shall be liable for any failure or delay in performance of its obligations (other than payment obligations) to the extent (if any) that such delay or non-performance is due to circumstances beyond its reasonable control (which may include acts of God, war, piracy, civil unrest, military rule, insurrection, riots, the exercise of emergency governmental powers, trade embargo, terrorism and failures or delays in supplies) ("Force Majeure Events").
17.2 If you or the Company seeks to rely on clause 17.1 you or the Company (as the case may be) shall (a) promptly notify the other, in writing, of the occurrence of a Force Majeure Event and, to the extent known (if any), its nature, cause, effect and duration; (b) continue with performance of its unaffected obligations and recommence performance of its affected obligations as soon as reasonably possible; and (c) promptly upon requiest update the information provided under (a) of this clause 17.2.
18. Entire Agreement
18.1 The provisions contained in this Agreement and your Application constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement or the Application shall be valid or binding between the parties.
19. Independent Consultation
19.1 You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all of its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Programme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
20.1 This Agreement and any matters relating hereto to it be governed by, and construed in accordance with, the laws of the Isle of Man. You irrevocably agree that, subject as provided below, the courts of the Isle of Man shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising in relation to it and irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this Clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
20.2 Nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any provision of this Agreement and the application of the Contracts (Right of Third Parties) Act 2001 is hereby excluded.
20.3 You may not assign or delegate any right, duty or obligation under this Agreement, by operation of law or otherwise, without our prior written consent. Any attempted assign, transfer or novation by you in violation of this Agreement is void and shall have no effect. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against you and us and your and our respective successors and assigns.
20.4 Our failure to enforce your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
20.5 Whenever possible, each provision of this Agreement shall 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.
20.6 The English language version of this Agreement shall be the prevailing version in the event of any discrepancy between any translated versions of this Agreement.
List of Countries and Territories with Exclusive Distributorship
Last Updated: January 8, 2021