Britain
Play Affiliate Agreement (North Connection Ltd)
This
Affiliate Agreement (this “Agreement”) contains the complete
terms and conditions between North Connection Ltd, (“North
Connection Ltd” or “we” or “us”), and you, regarding your
application to participate as an affiliate (an “Affiliate”) of
North Connection Ltd. As an affiliate your role will be to promote
the “Britainplay.co.uk” website operated by North Connection Ltd
and/or by Jumpman Gaming Ltd, as applicable (the “Sites”). By
submitting the application form, you are deemed to have agreed to be
bound to the terms and conditions set out in this Agreement.
1.
Affiliate Program Application. To become an Affiliate, you will have to submit a completed Affiliate Program Application.
We will evaluate your application and, where applicable,
notify you of your acceptance to the Affiliate Program. Before being entitled to start any acquisition campaign
for us you should get your account approved and get a written approval
from your personal account manager. We will reject your application, terminate this Agreement for breach with
immediate effect and may start legal proceedings, if we determine,
in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application)
(collectively the “Affiliate Sites”) are not
suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Sites that we deem is in any way in
breach of the rules and regulations laid out by the
United Kingdom Gambling Commission (UKGC), unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or
otherwise objectionable, which by way of example only,
might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images
that are offensive, profane, hateful, threatening,
harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion,
gender, sexual orientation, physical disability or otherwise),
(iii) graphic violence, (iv) politically sensitive or controversial issues (v) any unlawful behavior or conduct; (vi) fake or misleading
content, including fake news; or (vii) false claims,
testimonials, endorsements or any similar content. In any event, prior to your use of any testimonial and/or endorsements, you shall first
obtain our prior written approval. Similarly, we shall
reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors. Further, North Connection
Ltd is strongly committed to the protection of its
end-users from all types of malicious, harmful or intrusive software and maintains a zero-tolerance policy in this regard. Therefore,
we shall reject your application if we believe, in our sole and absolute
discretion, that any of your Affiliate Sites are designed to distribute or promote or allow the distribution or promotion of any spyware,
adware, trojans, viruses, worms, spybots, keyloggers or any other form
of malware. You shall have no right to appeal any decision to reject your application. By establishing an account with us, you acknowledge
that you may be asked to share certain personal information about you before activating or during your use of the Affiliate Program
(e.g. your name, physical address, email address, phone number, financial information, etc.). By accessing and opening an account,
you agree and understand that we will use such information as necessary for the performance of this agreement to which you are a party
(e.g. to process payments and to evaluate your application). For more details, you should review
our https://britainplay.co.uk privacy
policy, which describes how we access, use, store and retain personal
information and how we respect individual rights to privacy.
2. Protection
of Minors. In accordance with applicable legislation, persons under
the age of 18 are not allowed to register with or play on our Sites.
Our Site is not designed to attract children or adolescents, and we
take certain measures to block underage persons from registering with
the Sites. Therefore, we shall reject your application if we
determine, in our sole and absolute discretion, that any of your
Affiliate Sites are designed to appeal to minors and, as such, are
not suitable for the Affiliate Program.
3. Links
and Promotions. In the event of your acceptance to the Affiliate
Program, we will make available to you, banner advertisements, button
links, text links and other links as determined by North Connection
Ltd which shall link to the Sites (the “Links”), which you may
display on your Affiliate Sites, provided you abide by the terms and
conditions of this Agreement. In using the Links, you agree that you
will cooperate fully with us in order to establish and maintain the
Links. If during the term of this Agreement you wish to place the
Links on websites other than the Affiliate Sites which you have
previously reported to North Connection Ltd and which North
Connection Ltd have approved (“Alternative Sites”), you shall be
obligated to request and receive North Connection Ltd permission for
the placement of the Links on Alternative Sites. You may not modify a
Link, unless you have received prior written consent from North
Connection Ltd to do so. In the event that we determine that your use
of any Link is not in compliance with the terms of this Agreement, we
shall be entitled to take such measures as to render inoperative the
Links used by you. You may not advertise the Sites in any way not
approved in advance by North Connection Ltd including, without
limitation, the use of spam e-mails. In addition to your use of Links
you may promote the Sites by means of the publication of bonus codes
(each a “Promotion”). Your activities in relation to a Promotion
shall be strictly in accordance with North Connection Ltd relevant
guidelines as such shall exist and be amended from time to time. You
may not market or promote the Sites and/or use any of the Links
and/or Licensed Materials on any website, software, application or
portal which (i) in any way which infringes the intellectual property
rights of any third party; and/or (ii) provides any unauthorized
access to copyrighted content. In the event that you are in breach of
the foregoing we may terminate this Agreement immediately and
notwithstanding anything to the contrary in this Agreement, we may
retain any commission otherwise payable to you under this Agreement
and we will no longer be liable to pay such commission to you.
Your
offering of a Promotion at any time shall be conditional on your
receipt of our prior written approval for the Promotion and in the
event that you do not receive our approval in relation to a
Promotion, you shall not be permitted to receive any commissions
generated on account of a Player (as such term is defined below) who
has become such a player in any manner connected with the relevant
unapproved Promotion. You shall refrain from marketing the Sites in
any way which might compete with our own marketing efforts, unless
you have received prior written approval from us in such regard. By
way of example, the following activities will be considered to be
activities, which if undertaken by you, would compete with our own
marketing efforts and are prohibited hereunder: (i) the placement of
Links on any Internet sites on which we place advertisements for the
Sites; and (ii) the promotion of the Sites by you by way of keyword
advertising with Internet search engines. Your breach of the
foregoing provisions will constitute a breach of this Agreement, and
North Connection Ltd retains full authority to (i) terminate this
Agreement immediately in the event of such breach (without derogating
from any of its rights under any applicable law or agreement,
including this Agreement, in this regard), and (ii) retain for its
own account any commission arising as a result of such competitive
activities that would otherwise have accrued to your benefit. In
relation to pay-per-click (PPC) and keyword bidding it is hereby made
clear that you may not advertise or purchase or register keywords,
search terms, search engine ads or other identifiers for use in any
search engine, portal, sponsored advertising service or other search
or referral service, which are identical or similar to any of the
North Connection Ltd or any of the Group’s (as defined below)
trademarks or trade names from time to time or include the words
‘North Connection Ltd and ‘Britain Play’ or any variations of
each of these words, or include metatag keywords on the Affiliate
Sites which are identical or similar to any North Connection Ltd or
any of the Group’s trademarks or trade names from time to time.
Your breach of the foregoing provisions will constitute a breach of
this Agreement, and North Connection Ltd retains full authority to
(i) terminate this Agreement immediately in the event of such breach
and cancel affiliate commissions (without derogating from any of its
rights under any applicable law or agreement, including this
Agreement, in this regard), and (ii) retain any commission arising as
a result of such activities.
4. Referred
Players. A “Player” shall mean an Internet user without a prior
account with any of the Sites operated by North Connection Ltd who
accesses any of the Site directly through the Links, creates a new
account and makes a deposit on a Site. Neither you nor your relatives
are eligible to become Players and should you or they do so you will
not be eligible to receive the relevant commission. For this purpose,
the term “relative” shall mean any of the following: spouse,
parent, partner, child or sibling. The number of Players per
individual household computer is strictly limited to one. North
Connection Ltd’s measurements and calculations in relation to the
number of Players and the relevant Net Revenue figures shall be the
sole and authoritative tool for such measurements and calculations
and shall not be open to review or appeal. We shall make the number
of Players and the relevant Net Revenue figures available to you
through our Affiliate Program information site. To permit accurate
tracking, reporting, and commission accrual, you must ensure that the
Links between your Affiliate Sites and the Sites are properly
formatted throughout the term of this Agreement. Notwithstanding the
foregoing, Players who received a first money transfer into their
account from a third party shall not be counted for payments
associated with click-per-action trackers or with progressive net
revenue share schemes, also commonly referred to as “cashback” or
“incentive”.
5. Revenue
Share based Commissions.
Definitions
–
for
purposes of this Section 5, all registering players shall be
classified as Casino players, regardless of the section from which
the Player made the registration anywhere in the Site, and / or the
products (e.g. Casino, Bingo, Table Games etc.) played by that player
following registration.
The
remuneration scheme, such as a share of the Net Revenue generated by
the Player on all Casino products and services on an aggregate basis
(the “Revenue Share”), Cost-Per-Acquisition (the “CPA”), or a
combination of both (the “Hybrid”), shall be discussed with your
personal account manager and will be subject for approval by the
North Connection Ltd management. For the avoidance of doubt,
remuneration schemes shall be applicable exclusively for revenue
generated by Players in the United Kingdom.
Under
our CPA remuneration scheme, you will be entitled to receive a
certain one-off CPA commission (as shall be separately agreed between
us) for any new Player you direct to any of the Sites, provided
always that such Player meets our “CPA Criteria”, the principles
of which are set out below.
CPA
Criteria –
unless otherwise agreed between the parties in writing, a Player will
be considered as meeting the CPA Criteria, only if such Player has
deposited a certain minimum amount of deposits to its player account
(the “CPA
Minimum Deposit”).
Note that CPA deal must require a certain specific baseline (deposit
threshold) to get qualified. On top of the baseline, a first time
depositor must at least bet a total amount of£10 in order for the
affiliate to get a qualified CPA commission.
Example :
A first time depositor, deposits an amount equal or bigger than the
base line required (minimum deposit treshold) but doesn’t place at
least£10 of total bet amount and cashout, the CPA will not be
triggered.
Note
that as a matter of fairness: Baseline and Minimum bet requirements
are accumulative, meaning that baseline can be hit with several
deposits for the affiliate to trigger the CPA commission. Same for
the minimum bet requirement.
Notwithstanding
the foregoing, any Affiliates under CPA or Hybrid deals shall be
subject to a probationary cap of 25 Players, if not otherwise
specified by us (the “Probationary
Cap“).
Once you reach the Probationary Cap in terms of Players generated by
you, you shall pause the traffic you are directing to the Site until
final validation of the deal by us (“Final
Approval“).
Please note that if the Probationary Cap is crossed without our
Final Approval, we will not pay you any commission with respect to
the Players exceeding such Probationary Cap.
Following
Final Approval, all CPA or Hybrid deals shall be further subject to
a daily cap of 10 Players, if not otherwise agreed by us in writing
(the “Daily
Cap“).
Please note that if the Daily Cap is crossed without our written
approval in a given day, we will not pay you any commission with
respect to the Players exceeding such Daily Cap in the same day.
The
CPA Minimum Deposit and Minimum Settled Bets figures, as well as the
CPA commission amount, shall be agreed between the parties in writing
as part of the application process, and are subject to change by us
at any time and from time to time by providing notice to you. For
further details please contact us by skype ‘arnaud.serour’
6. For
these purposes, “Net
Revenue”
shall mean, as applicable: (1) the monthly sum total of all Players’
deposits, less the withdrawals, (with (1) and (2) together being the
“Gross
Revenue“),
less any further credits, bonus or promotional amounts given to
Players, less any chargeback (including amounts paid as a result of
credit card abuse or fraud, or paid to a Player by North Connection
Ltd to settle a claim involving the allegation of credit card or
other abuse or fraud) or any uncollectible revenue attributable to a
Player, less a gaming tax of 23.5% on Gross Revenue and less a fixed
administration fee equal to 25% which was accumulated prior to
applying such deductions.
“Rake”
shall mean the fee charged by us to Players to participate in a
particular bingo game.
It
is hereby clarified and agreed that applicable local gaming taxes
shall be calculated as per the respective Gross Revenue share of each
party while the Affiliate share of such tax shall be borne by the
Affiliate and deducted from its part of the Gross Revenue at the rate
in force on the date payment is due. All commissions shall be paid to
you on a monthly basis, within approximately 30 days following the
end of each month. Invoices received by us are rotated in a payment
cycle which commences on the 1st of every month, and will be
finalized by the 20th. Invoices must be received to us by the 10th of
every month; failure to follow this procedure will result in the said
invoice being settled in the next payment cycle. Payments of
commissions shall be made directly to you as per your preferred
payment method elected by you as part of your application process. In
the event that you provide North Connection Ltd. with incorrect or
incomplete details in relation to your preferred payment method and
North Connection Ltd is not able to transfer the commissions to you,
North Connection Ltd reserves the right to subtract from the
commissions due to you an amount of money to reflect the required
investigation and additional work created by your having provided
incorrect or incomplete details. North Connection Ltd 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. In
the event that the commission to be paid to you in any calendar month
is less than €200 for SEPA bank account or €1000 for swift
payments and Isle of Man (the “Minimum
Amount”),
North Connection Ltd shall not be obligated to make the payment until
such time as the commission is equal to or greater than the Minimum
Amount. North Connection Ltd retains the right to review all
commissions for possible fraud, where such fraud may be on the part
of the Player or on your part. Any incidence of fraud on your part
constitutes a breach of this Agreement, and North Connection Ltd
retains full authority to terminate this Agreement immediately in the
event of such breach. Further, in the event that North Connection Ltd
deems that fraud has occurred, either on your part or on the part of
a Player, you shall not be entitled to receive any commissions which
have accrued to your benefit at such time whether such commissions
were generated through fraud or otherwise.
For
the purpose of this Agreement and by way of example only the term
“Fraud”
shall include, but shall not be limited to: (a) the encouragement by
you or a third party of bonus abuse on the part of any Player; (b) a
chargeback executed by a Player in relation to their initial deposit;
(c) collusion on the part of the player with any other player on the
Sites; (d) the opening of an account in breach of the terms of this
Agreement; (e) the offering or providing by you or any third party of
any unauthorized incentives (financial or otherwise), to potential or
existing Players; (f) creating or using a single Link intended to be
used by a single player; (g) any other act by you or by a potential
Player or by a Player which is reasonably understood to have been
committed in bad faith against us and/or any company in our Group (as
defined below) regardless of whether or not such action has resulted
in any type of harm or damage; (h) an artificial simulation of an
installation; (i) the encouragement by you or a third party of
simulated installation processes; (j) transfer of the installation
process to a third party without previously consulting, notifying and
receiving our prior written approval; (h) traffic detected by our
partner and
platform provider Jumpman Gaming and its Risk Department.
In
the event that the commission for any calendar month results in a
negative amount, such negative amount shall be applied to the
commission calculation, and set-off against future positive
commission amounts, in the next calendar months, until the negative
balance has been fully extinguished. You are urged to provide
accurate details in regard to the manner and information relating to
your preferred method of receiving commissions and North Connection
Ltd shall not be held liable for your delayed receipt of commissions
or money transfer to the details provided in your account due to your
provision of inaccurate details. We reserve the right to modify these
Terms and Conditions and, thus, to amend this agreement between us at
any time. Whenever such amendment shall limit your current rights or
otherwise may be to your detriment, we will notify you prior to such
changes coming into effect. If you do not agree to the updated Terms
& Conditions, you must stop using the website. The full Terms and
Conditions text shall be available for you to review in the
respective homepage of the Websites.
7.
We reserve the right, in our sole discretion, to require you to
immediately cease any or all marketing efforts in any jurisdiction
and you shall immediately cease marketing to persons in such
jurisdiction. We will not be liable to pay you any commissions which
would have otherwise been payable to you under this Agreement in
respect of such jurisdiction including without limitation any further
commission with regards to Player located and/or generated in such
jurisdiction.
8. Contact with
Players. All Players shall be considered to be customers of North
Connection Ltd only. Should you wish to contact a Player you are
obligated to first receive North Connection Ltd written approval for
such contact and without such approval you are expressly forbidden
from making contact and corresponding with any Players. If in the
opinion of North Connection Ltd you either try to or do make contact
with a Player without North Connection Ltd ’s written approval,
North Connection Ltd shall be entitled to immediately terminate this
Agreement and to indefinitely withhold all commissions owing to you
at such time, without derogating from any other rights and remedies
North Connection Ltd has in that regard. Further, if following your
receipt of North Connection Ltd ’s written approval for your
contacting or corresponding with a Player, North Connection Ltd deems
that such contact or correspondence is against the best interests of
North Connection Ltd, North Connection Ltd shall have the right to
revoke the approval previously granted, to terminate this Agreement
and/or to indefinitely withhold all commissions owing to you at such
time.
9. Intellectual Property. In
the event of your acceptance to the Affiliate Program, we shall grant
you a non-assignable and non-transferable, non-exclusive, revocable
license to place the Links on your Affiliate Sites during the term of
this Agreement, and solely in connection with the Links, to use our
logos, trade names, trademarks, service marks and similar identifying
material (collectively, “Licensed
Materials”),
solely for the purpose of promoting the Sites. You may not
sub-license, assign or otherwise transfer the license. You are not
permitted to alter, modify or change the Licensed Material in any way
whatsoever. You may not use any Licensed Materials for purposes other
than promoting the Sites, without first submitting a sample of such
use to us and receiving our prior written consent. You are not
permitted to use the Licensed Materials in any manner that is
disparaging or that otherwise portrays North Connection Ltd or anyone
else negatively. We reserve all of our intellectual property rights
in the Licensed Materials. We may revoke your license to use the
Licensed Materials at any time by written notice to you, whereupon
you shall immediately destroy or deliver up to us all such Licensed
Materials that are in your possession. You acknowledge that, except
for the license granted to you in this section, you have not acquired
and will not acquire any right, interest or title to the Links and/or
the Licensed Materials by reason of this Agreement or your activities
hereunder. You further acknowledge and agree that North Connection
Ltd and/or its licensors shall at all times remain the sole owner(s)
of all copyrights, trademarks and all other rights subsisting in and
to the Licensed Materials and you further agree (during your
relationship with North Connection Ltd and at any time thereafter)
not, in any way, to question or dispute the same, nor to assist any
other person to dispute or question such rights. The aforementioned
license shall automatically terminate upon the termination of this
Agreement (if not earlier terminated by North Connection Ltd).
10.
Privacy and Data Protection. For the purpose of this section:
”Personal
Data”
means any data that can or may be used whether alone or in
combination with other information in order to identify a single
person. ”Data
Protection Legislation”
means all data protection and privacy laws applicable to the
processing of Personal Data, including after 25 May 2018, Regulation
2016/679 of the European Parliament and of the Council on the
protection of natural persons with regard to the processing of
Personal Data and on the free movement of such data (General Data
Protection Regulation) (“GDPR”).
1. You
shall ensure that all individuals (including potential Players) who
you engage or communicate with through the Affiliates Sites (“End
Users”)
have been informed of, and if required by Data Protection
Legislation, have given their prior consent to any collecting or
processing of their information (including any Personal Data), in
connection with this Agreement.
2. You
shall not in any manner infringe an End User’s privacy rights and
shall not collect, transmit, disclose, copy or use End User’s
Personal Data without having obtained the End User’s specific,
informed and unambiguous consent.
3. You
will post in each of the Affiliates Sites a prominent privacy policy
(“Privacy
Policy”)
which includes a clear and accurate description of the information
that is collected and how you collect, use and share this
information, stating the exact purposes and the type of recipients of
any such collected information.
4. You
shall handle all Personal Data collected from End Users strictly in
accordance with applicable Data Protection Legislation.
5. You
shall take adequate technological and any other necessary security
measures in order to safeguard End Users’ Personal Data which is
collected or processed by you.
6. You
shall provide reasonable cooperation and assistance to North
Connection Ltd in relation to your processing of Personal Data in
order to allow North Connection Ltd to comply with its obligations
under Data Protection Legislation and upon reasonable and written
notice, allow your data processing procedures and documentation to be
inspected by North Connection Ltd in order to ascertain compliance
with this Section 9.
7. You
shall at all times allow End Users to exercise their rights under the
Data Protection Legislation (e.g. the right of access, right to
rectification, restriction of processing, erasure, etc.).
11.
DIRECT MARKETING
1. To
the extent that Affiliate carries out direct marketing activities
(including, without limitation, email campaigns or test-message
campaigns; collectively “Direct
Marketing”),
which promote services or products offered by North Connection Ltd
and/or Affiliate and/or other third parties (“Communications“),
then Affiliate shall:
1. Comply
with any and all Data Protection Legislation that apply to such
activity, including without limitation the Privacy and Electronic
Communications (EC Directive) Regulations 2003 (PECR) and the
e-Privacy Directive;
2. Ensure
that is has provided the data subjects with any notice necessary as
required under Data Protection Laws, prior to delivering any
Communications;
3. Ensure
that is has obtained and sufficiently recorded the data subjects’
affirmative consent (including recording of the user ID, timestamp,
relevant domain and source, and other relevant data as necessary)
prior to delivering any Communications;
4. Upon
North Connection Ltd’s request, provide North Connection Ltd with
any and all records relating the data subjects’ affirmative consent
and notices provided to the data subjects;
5. Ensure
that any and all Communications include a clear and conspicuous
notice of the opportunity to opt-out of receiving future
Communications, in an easy manner;
6. Record
and comply with any request to opt-out or unsubscribe from receiving
Communications, as soon as technically feasible, and in any event
within no later than twenty four (24) hours as of the receipt of such
request;
7. Ensure
that the recipient of a Communications shall not be required to pay a
fee or provide any other information for the purpose of opting-out of
receiving Communications;
8. Ensure
that Communications are not delivered to any data subject that were
indicated, either by North Connection Ltd or otherwise, to be
excluded from the receipt of Communications, as directed by North
Connection Ltd , from time to time.
In
the event North Connection Ltd receives a complaint regarding the
Communications, Affiliate hereby agrees that North Connection Ltd may
provide to the party making the complaint any details required for
the complaining party to contact the Affiliate directly in order for
Affiliate to resolve the complaint. The details which North
Connection Ltd may provide to the party making the complaint, include
Affiliate’s name, email address, bricks and mortar address and
telephone number.
12.
Obligations Regarding Your Affiliate Sites.
You will be solely responsible for the technical operation of your
site and the accuracy and appropriateness of materials posted
thereon. You agree that your site will not, in any way, copy or
resemble the look and feel of the Sites (or any part thereof) nor
will you create the impression that your Affiliate Sites are the
Sites. You also agree that your Affiliate Sites will not contain any
content of the Sites or any materials which are proprietary to North
Connection Ltd , except (i) with our prior permission, or (ii)
materials obtained by you via the Affiliate Program information site
in accordance with the provisions hereof or the policies or
instructions therein. You will not use any unsolicited or spam e-mail
to promote the Affiliate Sites and/or the Sites and will ensure that
your Affiliate Sites and any related marketing materials or
communications do not contain any spyware, adware or other unwanted
threats. If your Affiliate Sites or any related marketing materials
or communications are found to contain any spyware, adware or other
unwanted threats, we reserve the right to terminate this Agreement
and your participation in the Affiliate Program immediately, without
derogating from any rights or remedies we have in that regard. You
will indemnify and hold harmless North Connection Ltd and any other
member in the corporate group to which North Connection Ltd belongs
(collectively the “Group”)
from all claims, damages, and expenses (including, without
limitation, attorney’s fees and expert witness fees) relating to
the development, operation, maintenance, and contents of your
Affiliate Sites or any materials, products or services linked to
therein. You hereby acknowledge that your conduct as an Affiliate
shall reflect on the Group and has the potential to cause substantial
damage to the Group’s reputation and goodwill and that you shall at
all times consider the goodwill and reputation of the Group and the
Group’s names and brands. Thus, and without derogating from the
foregoing, you will not take any action which is likely to cause
damage to the Group’s reputation and goodwill.
You
shall ensure that the Affiliate Sites and any related marketing
materials or communications comply with all applicable laws, do not
contain any malware (including spyware, adware or other unwanted
software) and do not, directly or indirectly, infringe any
intellectual property rights or other rights of any third party.
Without limiting the foregoing, you hereby acknowledge that North
Connection Ltd and/or one or more companies in its corporate group is
licensed by the Gambling Commission of Great Britain, and offers its
services to residents of Great Britain under such licence (the
“Operator“).
By virtue of being licensed by the Gambling Commission, the Operator
is subject to the Gambling Commission’s Licence Conditions and
Codes of Practice (the “LCCP“)
as well as other legal requirements that apply to the manner in which
it is permitted to operate, market and advertise its services. You
agree to conduct yourself as if you were bound by the terms of the
LCCP and the same codes of practice as the Operator, in so far as you
carry out activities on its behalf which relate to the activities
licensed by the Gambling Commission of Great Britain.
You
shall provide such information to us (and co-operate with all
requests and investigations) as we may reasonably require from time
to time in order to satisfy any information reporting, disclosure and
other related obligations to any regulator (including the Gambling
Commission of Great Britain), and you shall co-operate with all such
regulators directly or through us, as we may require.
At
all times during the term of this Agreement, and in particular when
you are marketing the Sites to customers in Great Britain, you shall
comply with the following (as amended) (i) the ‘UK Code of
Non-broadcast Advertising, Sales Promotion and Direct Marketing’;
(ii) the ‘Gambling Industry Code for Socially Responsible
Advertising’; (iii) the CAP and BCAP ‘Guidance on the rules for
gambling advertisements’; (iv) the Consumer Rights Act 2015; (v)
the Consumer Protection From Unfair Trading Regulations 2008; and
(vi) all other applicable laws.
Without
limiting the foregoing, in marketing 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 our guidance if you are
unsure as to whether your advertising of a Site is in compliance with
this clause (any failure or delay in responding to you shall in no
event constitute our consent); (iii) only use the Links and Licensed
Materials provided to you directly by us that are available via our
Site; and (iv) only use the Links and Licensed Materials to link to
the Sites and to not link directly to registration or download
pages.
13. Without limiting any
other remedy we may have hereunder or under applicable law, in the
event that you breach clause 12, in any way and at any time we
may: (i) terminate this Agreement immediately; and (ii) retain any
commissions otherwise payable to you under this Agreement and will no
longer be liable to pay such commissions to you.
14.
The term of this Agreement will begin upon
your acceptance to the Affiliate Program and will end when terminated
by either you or North Connection Ltd . At any time, we may
immediately terminate this Agreement, in case of non respect
GDPR rules, non respect of marketing rules, non respect of
compliance guidelines, fraud affiliate, use of fake news, by giving
the other written notice of termination, where such notice may be
served via fax or e-mail. We reserve the right to withhold your final
payment by 90 days maximum to ensure that the correct amount is paid.
Upon the termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, 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 any member of the Group
and/or provided by or on behalf of us to you pursuant to this
Agreement or in connection with the Affiliate Program. Following the
termination of this Agreement and our payment to you of all
commissions due at such time of termination, we shall have no
obligation to make any further payments of commissions to you.
15.
Limitation of Liability. We will not be liable for
indirect, special or consequential damages, or any loss of revenue,
profits or data arising in connection with this Agreement or the
Affiliate Program, even if we have been advised of the possibility of
such damages. Further, our aggregate liability arising with respect
to this Agreement and the Affiliate Program will not exceed the total
commissions paid or payable to you under this Agreement.
16.
We make no express or implied warranties or representations with
respect to the Affiliate Program or any products or other items sold
through the Affiliate Program (including without limitation
warranties of fitness, merchantability, non-infringement, or any
implied warranties arising out of a course of performance, dealing,
or trade usage). In addition, we make no representation that the
operation of the Sites will be uninterrupted or error-free, and will
not be liable for the consequences of any interruptions or
errors.
17. Your Representations
and Warranties. You hereby represent and warrant to us the following:
(i) you have accepted the terms and conditions of this Agreement in
full, which creates legal, valid and binding obligations on you,
enforceable against you in accordance with the terms hereof, (ii)
such acceptance and the performance by you of this Agreement and the
consummation by you of the transactions contemplated hereby will not
conflict with or violate any provision of law, rule, regulation or
agreement to which you are subject, (iii) you will inquire and comply
in full with any applicable legislation with respect to any
activities performed by you as an Affiliate hereunder and you
undertake not to engage in any unlawful business practices in any
jurisdiction in respect of the Affiliate Sites and/or the Sites, and
(iv) you are an adult of at least 18 years of age. You further
represent that 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 rule of
law, including your compliance with the Hashing Guidelines and
any applicable regulations thereof.
18.
You hereby agree to indemnify, defend and hold harmless North
Connection Ltd and any member of the Group, and their respective
shareholders, officers, directors, employees, agents, affiliates,
successors and assigns, from and against any and all claims, losses,
liabilities, damages or expenses (including attorneys’ fees and
costs) of any nature whatsoever incurred or suffered by us
(collectively the “Losses”),
in so far as such Losses (or actions in respect thereof) arise out of
or are based on (i) the breach of this Agreement by you (including or
any representation or warranty made by you herein), or (ii) any claim
related to your Affiliate Sites (including, without limitation,
claims made by potential Players, Players, a third party and/or any
governmental authority or body).
19. We
may disclose to you certain information as a result of your
participation as part of the Affiliate Program, which information we
consider to be confidential (the “Confidential
Information”).
Confidential Information shall remain strictly confidential and shall
not be utilized, directly or indirectly, by you for your own business
purposes or for any other purpose except and solely to the extent
that any such information is generally known or available to the
public or if the same is required by law or legal process.
20.
Entire Agreement. The provisions contained in this
Agreement constitute the entire agreement between us and you with
respect to the subject matter of this Agreement, and no statement or
inducement with respect to such subject matter by us (and/or any
member of the Group) which is not contained in this Agreement shall
be valid or binding between us and you.
21.
Relationship of Parties. You and North Connection Ltd are independent
contractors, and nothing in this Agreement will create any, joint
venture, agency, franchise, sales representative, or employment
relationship between you and North Connection Ltd (and/or any other
member of the Group).
22. Independent
Evaluation. Without derogating from anything contained herein, you
acknowledge that you have read this Agreement, have had an
opportunity to consult with your own legal advisors, and agree to all
its terms and conditions. You have independently evaluated the
desirability of participating in the Affiliate Program and are not
relying on any representation, guarantee, or statement other than as
set forth in this Agreement.
23. We may modify any
of the terms and conditions contained in this Agreement, at any time
at our sole discretion. Posting on our Affiliate Program information
site a change of terms and informing our affiliates by email is
considered sufficient provision of notice and such modifications
shall be effective as of the date of posting. Modifications may
include, but are not limited to, changes in the scope of available
commission fees, commission schedules, payment procedures, and
Affiliate Program rules. If any modification is unacceptable to you,
your sole recourse is to terminate this Agreement and your continued
participation in the Affiliate Program following our posting of a
change notice or new agreement on our Site will constitute binding
acceptance of the change. For the avoidance of doubt, any
modification to this Agreement shall not affect commissions accrued
to your benefit prior thereto. Even if an email will be sent about
the changes, we advise you to frequently visit the Affiliate Program
information site and review the terms and conditions of this
Agreement, as may be modified.
24. This
Agreement and any matters relating hereto shall be governed by, and
construed in accordance with Maltese law and shall be subject to the
exclusive jurisdiction of the Courts of Malta. You may not assign
this Agreement, by operation of law or otherwise, without our prior
written consent. Subject to that restriction, this Agreement will be
binding on, inure to the benefit of, and be enforceable against the
parties and their respective successors and assigns. Our failure to
enforce your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement.
25.
Language Discrepancies. In case of any discrepancy between the
meanings of any translated versions of this Agreement, the meaning of
the English language version shall prevail.
26.
The Master Affiliate deal starts on the day the sub
affiliate brings their first depositing player. A Master Affiliate is
an Affiliate who has recruited other sites to partner with our Site
and the more sites a Master Affiliate recruits, the more the Master
Affiliate can earn each month. A Master Affiliate will earn 3% of
each of his/her sub-affiliates total earnings per month.
27.
Any abuse of the master affiliate scheme such as
same entity or related business entities to be sub affiliate and
master affiliate of each other will results on the cancellation of
the affiliate commissions for all the accounts involved and immediate
termination of the partnership.