Terms andConditions: Gaming Innovation Group Affiliate Programme

Version 7 – 15.03.2019

 

The Gaming Innovation Group Affiliate Programme forGaming Innovation Group’s brands (the “Affiliate Programme”) is provided byMavrix Services Limited (the “Company”), a company incorporated in Gibraltar,with its registered office located at 11A Cornwall´s Lane, GX11 1AA, Gibraltarand bearing company registration number 109326.

By completing the affiliate application to theAffiliate Programme and clicking “I have read and agree to the affiliate termsand conditions” within the registration form, you (the “Affiliate”) herebyagree to participate in the Affiliate Programme and abide by all the terms andconditions set out in this agreement. The Company reserves the right to amend,alter, delete or extend any provisions of this agreement, at any time and atits sole discretion, without giving any advance notice to the Affiliate,subject to the terms set out in this agreement.

If you have already joined the Affiliate Programmeand do not agree to this Agreement, you are requested to email the AffiliateTeam at (insert email address) to terminate your membership to theAffiliate Programme.

You shall be obliged to continuously comply withthe terms of this Agreement, the General Terms and Conditions and privacypolicies found on the Operators Websites (as hereinafter defined), as well aswith any other rules and/or guidelines brought forward from time to time. TheAgreement between the Company and the Affiliate shall come into effect on thedate when the affiliate application is approved in writing by the Company.

In the case of a conflict between these Terms andConditions and those mentioned above, these Terms and Conditions prevail.

Definitions

·        “Agreement” means and includes (i) allthe terms and conditions set out in this document, (ii) the General Terms andConditions, (iii) any other rules and/or guidelines issued by the Company and/orthe Operators or otherwise appearing on the Operator Websites and (iv) anyannexes referred to in any of the aforementioned.

·        “Affiliate” means you, the naturalperson or entity, who applies to participate in the Affiliate Programme.

·        “Affiliate Application” means theapplication by virtue of which the Affiliate applies to participate in theAffiliate Program.

·        “Affiliate Programme” means thecollaboration between the Company and the Affiliate, whereby the Affiliate willcreate Links to and promote the Operator Websites to New Customers

·        “Affiliate Website(s)” means one ormore websites on the internet which are maintained and operated by theAffiliate.

·        “Company” means Mavrix Services Limited, a companyincorporated in Gibraltar, with registration number 109326.

·        “Confidential Information” means anyinformation of commercial or essential value for any of the Parties including,but not limited to, financial reports and condition, trade secrets, know-how,prices, business information, products, strategies, databases, informationabout New Customers, other customers and users of the Operators Websites,technology, marketing plans and manners of operation.

·        “CPA Payment Plan” is the one-timepayment payable to the Affiliate for every New Customer pursuant to Clause 6 ofthis Agreement, provided that this payment plan is agreed to in writing by theParties.

·        “Data Protection Legislation” means allapplicable data protection, privacy and electronic marketing legislation,including, but not limited to, the General Data Protection Regulations (EU2016/679) and any related national legislation, as well as any rules orregulations issued by a competent authority at any time.    

·        “General Terms and Conditions” means thegeneral terms and conditions and privacy policies which can be found on theOperator Websites.

·        “Intellectual Property Rights” means anycopyrights, patents, trademarks, service marks, inventions, domain names,brands, business names, utility brands, rights in computer software, sourcecodes, rights in databases and know-how, design rights, confidentialinformation, registrations of the aforesaid and/or any other rights in thenature of the aforesaid.

·        “Links” means internet hyperlinks from the AffiliateWebsite(s) to the Operators Websites.

·        “Net Revenue” means all monies receivedby the Operators (or either of them) by way of deposit after having utilisedthe following formula: New Customer real money stakes (-) real money wins(-) 22% administration fee (–) paid bonuses (–) transaction costs &chargebacks (–) applicable gambling taxes and VAT . For the avoidanceof doubt, it is expressly stated that all amounts referred to above are only inrelation to amounts generated from New Customers referred to the OperatorWebsites by the Affiliate Website(s). In the case of an introduction of anotherproduct, or group of products in the future, the Company reserves the right touse an individual definition of the term net revenue for each product.

·        “New Customer” means a new first timecustomer referred to the Operator Websites by the Affiliate Website(s), havingmade a first deposit amounting to at least the applicable minimum deposit atthe Operator Websites in the Operator Websites betting account, in accordancewith the applicable General Terms and Conditions of the Operator Websites, butexcluding the Affiliate, its employees, relatives and/or friends.

·        “Operators” means both or eitherof Betit Operations Limited, a company incorporated in Malta, with registrationnumber C60173, and MT SecureTrade Limited, a company incorporated in Malta withregistration number C56545, both Operators belong within Gaming InnovationGroup’s group of companies.

·        “Operators Websites” means theonline gaming websites operated and/or managed by the Operators (betspin.comwww.guts.comwww.rizk.comwww.superlenny.comwww.thrills.comwww.kaboo.com, and www.highroller.com) and/or anyother website which may be operated and/or managed by the Operators as may becommunicated to the Affiliate from time to time.

·        “Parties” means the Company and the Affiliate (each a“Party”).

·        “Revenue Share Plan” is thepercentage of the Net Revenue payable to the Affiliate pursuant to Clause 6 ofthis Agreement, provided that this is indicated in the Affiliate Application.

1 – Purpose

1.1 The Company is in the business of offeringmarketing, logistical and general professional support services in connectionwith the Operators’ business operations. The Company has entered into an agreementwith the Operators, both of which are licensed by the Malta Gaming Authorityand the UK Gambling Commission. The Company operates the Gaming InnovationGroup Affiliate Programme.

1.2 The Affiliate maintains and operates theAffiliate Website(s) on the internet, and/or may refer potential customers tothe Operators Websites either through such sites or otherwise through othermarketing channels. In the event that other marketing channels are to be used,the Affiliate must seek the prior approval of the Company.

1.3 This Agreement governs the terms andconditions pertaining to the promotion of the Operators Websites by theAffiliate, whereby the Affiliate will be paid consideration in terms of Article6 of this Agreement, depending on the New Customers referred to the Operators’Websites and as subject to the terms of this Agreement. 

 

 

2 – Acceptance of an Affiliate

Upon the completion of the Affiliate Application bythe Affiliate, the Company shall evaluate the Affiliate Application form herebysubmitted and shall inform the applicant in via email whether the requestedparticipation in the Affiliate Programme has been accepted or not. The Companyreserves the right to refuse any registration in its sole and absolutediscretion.

3 – Affiliate Representations and Warranties

3.1 The Affiliate hereby represents andwarrants that it/he/she:

A) in the case of a natural person, is aged 18or over, and is aged 21 or over in the case of the Affiliate being resident inEstonia.

B) is competent and duly authorized to enterinto legally binding agreements.

C) is the proprietor of all rights, licenses,and permits necessary to market, promote and advertise the Operators Websiteson the Affiliate Websites or any other marketing channel as may be approved bythe Company, in accordance with the provisions of this Agreement.

D) is not involved in or does not intend to beinvolved in any act or traffic that constitutes or can reasonably be expectedto constitute fraud or illegal activity, including, without limitation, moneylaundering activities.

E) will comply with all applicable rules,laws, and regulations in correlation with the promotion of the  OperatorsWebsites, including, but not limited to the Gambling Act (UK), the LicenceConditions and Codes of Practices (UK), the CAP Code and the Non-CAP Code (UK)as applicable, the Lotteries and Other Games Act (Malta) & Remote GamingRegulations (applicable until 30.06.2018), the Gaming Act (Malta) (applicablefrom 01.07.2018), the Malta Gaming Authority’s Code of Conduct on Advertising,Promotions and Inducements and of the rules issued by the relevant competentgaming authorities and any other rules, directives, guidelines, instructionscommunicated by either of the competent authorities or the Company, as well aswith all Data Protection Legislation.

F) is in possession of all appropriate consents orotherwise has a solid legal basis to process personal data in terms of the DataProtection Legislation and to conduct its activities under this Agreement,specifically to generate traffic and refer customers to Operator Websites.

G) fully understands and accepts the terms ofthe Agreement.

H) understands that the role of the Affiliate shallbe specifically limited to the advertisement, marketing and promotion of theOperator Websites, subject to the terms and conditions of this Agreement. Forthe sake of clarity, it is accepted and understood that the Affiliate is notauthorised to enter into any direct or indirect communications with any NewCustomers or any potential or existing customers of the Operators in relation toactivities carried out on the Operator Websites or any disputes or complaintsarising therefrom.

4 – Company Rights and Obligations

4.1 The Company shall provide the Affiliatewith all required information and marketing material necessary for the promotionof the Operators Websites on the Affiliate Websites, as well as for theimplementation of the tracking Link/s thereon.

 

4.2 The Company shall be responsible for thecontent and presentation of any material specifically provided to the Affiliateby the Company and/or the Operators, if any, for the purposes of the executionof this Agreement. Provided that nothing contained in this Clause 4.2 shall beinterpreted as to having the effect of relinquishing the responsibility of theAffiliate with respect to the manner in which the material provided to it bythe Company and/or Operators is presented on the Affiliate Website or isgenerally distributed (or any other medium to be used by the Affiliate for thepurposes of this Agreement) and for the suitability and compliance thereof withall applicable laws, rules and regulations.  


4.3 The Company shall administer the turnover generated via the trackinglinks, record the net revenues and the total amount of payable to theAffiliate, whilst further providing the Affiliate with relevant playerstatistics. A unique tracking identification code will be assigned to all NewCustomers.

 

4.4 The Company shall pay the Affiliate thepayment due thereto as calculated pursuant to clause 6 of this Agreement, whichamount shall be dependent on the New Customers referred to the OperatorWebsites by the Affiliate Websites, subject to the terms of this Agreement.

 

4.5 The Company and/or Operators reserve the rightto refuse the registration of any New Customers, suspend or close theiraccounts if deemed necessary. This will be at the Company’s and/or Operators’sole discretion in order to comply with any requirements it considersmandatory.

 

4.6 The Company hereby notifies the Affiliate,which accepts, that personal data (as defined in the GDPR) pertaining to theAffiliate and/or any of its employees (if any) may be collected by the Companyand shall be utilised solely in the context of, and as is necessary for, theperformance of this Agreement or in the pursuance of any legal obligation orlegitimate interest.   

 

5 – Responsibilities and Obligations of theAffiliate

5.1 The Affiliate hereby expressly undertakes:

A) to advertise, market and promote the OperatorsWebsites to potential customers, by providing Links and disseminating marketingmaterial received from the Company on the Affiliate Websites, or via othermarketing channels as may be approved in writing by the Company.  

B) to use its professional skills andexpertise to actively and effectively advertise, market and promote theOperators Websites as widely as possible, and in a manner which reflectsindustry affiliate best practice, in order to maximize the benefit to theparties whilst abiding by the General Terms and Conditions as may be broughtforward from time to time and/or as are published online.

C) to only use marketing material as shall beprovided to the Affiliate by the Company and/or the Operators for the purposesof the advertisement, marketing and promotion of the Operator Websites. TheLinks and/or the marketing material shall not be amended or altered without theprior written consent of the Company and/or the Operators. The Company shall beresponsible for the content and presentation of any material specificallyprovided to the Affiliate by the Company and/or the Operators, if any, for thepurposes of the execution of this Agreement. Provided that the Affiliate shallbe solely liable and responsible for the manner in which the material providedto it by the Company and/or Operators is presented on the Affiliate Website orgenerally distributed (via any other medium as may be approved in writing bythe Company) and for the suitability and compliance thereof with all applicablelaws, rules and regulations, whilst further ensuring that any promotions aredisplayed in a clear and transparent manner.  

D) to market and refer potential players toOperators Websites entirely at its own cost and expense. The Affiliate will besolely responsible for the distribution and manner of its marketing activities.All of the Affiliate’s marketing activities must be professional, proper andlawful and conducted in accordance with applicable laws and all local conductof business requirements.

E) to use only a tracking link provided to theAffiliate within the scope of the Affiliate Programme. In default of this, nowarranty whatsoever can be assumed for proper registration and salesaccounting.

F) to be generally responsible for thedevelopment, the operation, and the maintenance of its own Affiliate Websitesas well as for all material appearing on its own websites, provided that theCompany shall remain responsible for the content of any material specificallyprovided to the Affiliate by the Company and/or the Operators, if any, for thepurposes of the promotion of the Operator Websites.

G) not to send any material via directmarketing means to customers whom the Affiliate knows or should reasonably knowto be self-excluded with the Operator.

H) to, at all times, abide by all therelevant advertising and/or marketing rules, legislation and guidelines issuedby the competent authority/ies of the country in which the Affiliate intends toadvertise, market and promote the Operators Websites, as well as the countriesin which the Operators are licensed.

Without prejudice to the generality of theforegoing, the Affiliate undertakes to abide by the marketing rules containedin the annex marked ‘Annex A’ found herebelow. Provided that should theAffiliate intend to advertise, market and promote the Operators Websites in theUnited Kingdom and/or Sweden, it must, in addition to the rules found in AnnexA, further abide by the rules contained in Annex B and Annex C herebelowrespectively. Further annexes may be added from time to time should theOperators acquire licences in other markets or should additional conditions beadded.

The Company reserves the right to request theAffiliate to immediately remove any promotional material which may be broughtto attention and which it deems, in its sole absolute discretion, to be inbreach of any relevant advertising and/or marketing rules.

 

For the sake of clarity, it is expressly statedthat all annexes found herebelow, as well as  any further annexes addedfrom time to time, and the obligations contained therein, shall form anintegral part of this Agreement.

5.2 The Affiliate further agrees:

A) that it will not perform any act which islibelous, discriminatory, obscene, immoral, unlawful or otherwise unsuitable orwhich contains sexually explicit, pornographic, obscene or graphically violentmaterial. The Affiliate shall not advertise (or cause to be advertised) theOperators Websites on any sites which may, in any manner, be considered to beobscene, immoral, unsuitable or are otherwise black-listed and identified onthe Police Intellectual Property Crime Unit (PIPCU) database. The Affiliateshall ensure that it is aware of the location of each of such advertisements.

The Company reserves the right to periodicallyrequest a list of all locations used by the Affiliate to promote the OperatorsWebsites to ensured continued compliance. Accordingly, the Affiliate can onlyadvertise the Operator Websites on websites and through media accounts andchannels that have been disclosed to and approved in advance by the Companyand/or the Operators.

 

B) that it will not advertise the Operators Websites on Facebook withouthaving first obtained a Facebook Addendum signed on behalf of the Companyand/or the Operators. Similarly, the Affiliate shall obtain the written consentof the Company and/or the Operators prior to promoting the Operators Websiteson any other social media platform.   

 

C) that it will not publish an advertorial or website review pertainingto the Operators Websites or any brands connected thereto without havingreceived the prior approval in writing of the Company and/or the Operators.

 

D) that it will not allow the targeting of anyjurisdiction where gambling and/or the promotion thereof is unlawful and/orillegal, as may be updated from time to time by the competent authorities.

Without prejudice to the generality of theforegoing, the Affiliate is expressly prohibited from advertising the OperatorWebsites on Dutch (.nl) websites or domain names which refer to typical Dutchthemes in combination with gaming terminology (eg. “clogbingo”). The marketingmaterial pertaining to the Operators Websites shall not be displayed on siteswhich are in the Dutch language, and any reference to Dutch themes like clogsand windmills, or bonuses which may specifically appeal to Dutch nationals byvirtue of their names or associated prizes is prohibited.  

E) that it will not generate traffic to theOperator Websites by unlawful, illegal or fraudulent means, particularly, butnot limited to, by:

(i) Sending spam. This includes all formatsof spam, including but not limited to emails and/or sms’ that meet any one ofthe following criteria: (a) are unsolicited and sent to a large number ofaddressees, (b) contain false or misleading statements, (c) does not honestlyidentify the source of the originating email address, (d) does not contain anonline and real time ‘Remove’ option or € causes software download, installationor similar action with addressee consent.

(ii) Incorrect meta tags.

(iii) Registering as a player or makingdeposits directly or indirectly to any player account through his tracker(s)for its own personal use and/or the use of its relatives, friends, employees orother third parties, or in any other way attempt to artificially increase theamounts payable, or to otherwise defraud the Company.

(iv) Popups, popunders and cookie dropping. Thisincludes but is not limited to popups, popunders and dropping customer cookies.If you have media sources/websites that do not contain libelous,discriminatory, obscene, unlawful or otherwise unsuitable material and you areplanning pop ads campaigns, pre-approval from the Company and/or the Operatorsis required in all cases.

F) that the Affiliate Website/s and any othermedium which may be used by the Affiliate to advertise, market and promote theOperators Websites in terms of this Agreement shall at all times uphold thestandards of best practice by including, without limitation, the promotion ofresponsible gambling and containing ‘18+’ (or any other higher age restrictionsthat may apply to different jurisdictions) and responsible gambling warningmessages and logos and links to the sites of agencies/organisations that helpvulnerable customers on any pages/sites/media that links the potential customerto the Operator Websites.  

G) that it must not promote the OperatorsWebsites in connection with Matched Betting and Arbitrage Betting, which, forthe purposes of this sub-clause, is defined as any method of betting orwagering which is intended to give players a guaranteed win with no risk,including, but not limited to, the use of free bets.

H) that it will not present its own websitesin any way that might evoke any risk of confusion with Gaming Innovation Groupand/or the Operators Websites and/or the Company and/or convey the impressionthat the Affiliate Websites are partly or fully originated from GamingInnovation Group and/or the Operators and/or the Company.

I) with the exception of the marketing materials asmay be forwarded by the Company and/or made available online through thewebsite https://www.gigaffiliates.com, the Affiliate may not use the terms“Gaming Innovation Group”, “Guts”, “Betspin”, “Rizk”, ”Kaboo”, ”Thrills”,”Superlenny”, ”Highroller.com” or other terms, trademarks and otherintellectual property rights that are vested in the Company and/or ultimatelyowned by Gaming Innovation Group unless the Company or Gaming Innovation Groupexpressly consents to such use in writing.

J) that it will not purchase, attempt toregister, or register keywords, search terms or other identifiers for use inany search engine, portal, sponsored advertising service or other search orreferral service which are identical or similar to any of the Operator Websitesand trademarks, trade names or otherwise, including the words “Guts”,“Betspin”, “Rizk”, ”Kaboo”, ”Thrills”, ”Superlenny”, ”Highroller” or variationsthereof.

K) that it will not use any of the OperatorsWebsites’ trademarks, trade names or otherwise include the terms “Guts”,“Betspin”, “Rizk”, ”Kaboo”, ”Thrills”, ”Superlenny”, ”Highroller” or variationsthat are confusingly similar, in affiliate URLs. Brand names may not be used ina derivative URL or subdomain.

L) that it will follow the market specificguidelines in detail that are stated on the separate marketing guidelinesdocument available at gigaffiliates.com

M) that it will not utilize direct marketingto any potential or existing customers whatsoever within Great Britain. For thesake of clarity, it is expressly stated that the term “direct marketing” refersspecifically to marketing via email and/or sms.  

N) that, subject to the immediately precedingsub-clause, the use of direct marketing outside Great Britain shall includeand/or display any relevant details as required by the applicable competentauthorities, particularly key promotion terms and conditions as required,together with any responsible gambling requirements (for example, ’18+’ icon,and a link to gambling charity websites). Further, all such e-mails or SMSmessages shall contain the full name of the Affiliate and address – and shallnever purport to have been sent by the Company and/or the Operators. All e-mailmessages shall contain a fully operational ’Unsubscribe’ link. All SMS messagesshall contain a fully operations ’STOP’ or ’Unsubscribe’ option. The Affiliateexpressly warrants that it shall maintain a fully updated register of allunsubscribe and STOP requests and corresponding e-mail addresses and mobilephone numbers, and the Company shall be entitled to receive a copy of suchregister immediately upon request. The Affiliate warrants that any such directmarketing shall only be done where the customers have validly given theirconsent to receive such as required under the Data Protection Legislation.

6 – Payment

6.1 The payment plan which shall apply tothe Affiliate shall be either of the plans detailed in this clause 6.1 (or ahybrid thereof) as shall be agreed to in writing by the Parties on acase-by-case basis, provided that the default payment plan which is to apply inthe absence of any agreement to the contrary shall be the Revenue Share Plan.

A)  Revenue Share Plan -this shall be the percentage of the Net Revenue arising from New Customersand payable monthly to the Affiliate in terms of this clause 6.1A.

The Company shall pay the Affiliate a Revenue Sharebased on the Net Revenue generated from New Customers referred by the Affiliate’sWebsite/s and/or other channels permitted in writing by the Company. Newcustomers are those customers of the Operators who do not yet have and have nothad a betting account with any Operators Website and who accesses the OperatorWebsite via the Links and who properly register and make real money transfersat least equivalent to the minimum deposit into one of their Operators Websitesbetting account. The commission shall be deemed to be inclusive of value addedtax or any other tax if applicable.

Net Revenue shall be calculated in accordance withthe following formula:

New Customer real money stakes (-) real money wins(-) 22% administration fee (–) paid bonuses (–) transaction costs &chargebacks (–) applicable gambling taxes and VAT


For the sake of clarity, it is expressly stated asfollows:

  • the administration fee is a value which contains the license fee, game provider fee and platform fee.
  • bonuses, in this case, means paid bonuses to the customer, not granted bonuses. The difference is that a paid bonus is a type of bonus money where the customer has actually reached the wagering requirement and/or has received the funds on his/her real money wallet.
  • the gambling tax is monies paid in the form of betting duties or taxes payable by the operator to the authorities, not including corporate income tax or equivalent. The gambling tax does solely apply to revenues being generated from within the relevant jurisdictions and will be charged at the given rate of taxation of the respective gambling authorities.

The Net Revenue share percentage is determined bythe amount of New Depositing Customers referred by the Affiliate within themonth the revenue share is paid to the Affiliate and is calculated as follows:

Number of New Customers

Revenue Share (%)

   

0-9

25%

10-19

30%

20-34

35%

35+

40%

 

The Revenue Share commission is calculated in thebeginning of each month and shall be calculated on the previous month. TheCompany shall endeavour to effect payment of the commission due in terms ofthis payment plan by the fifteenth day of each calendar month, provided thatthe amount due exceeds €100 for bank wire transfers and €50 for Skrill andNeteller (minimum threshold). If the balance due is less than the minimumthreshold, it shall be carried over to the following calendar month and shallbe payable when the accrued balance exceeds the stipulated minimum threshold.

For the sake of clarity, it is expressly statedthat, should the Net Revenue generated from the New Customers introduced by theAffiliate in any given month fall below zero (“Negative Net Revenue”), suchnegative balance shall not be carried over to the following month for thepurposes of the calculation of the Net Revenue and commission for that samemonth.    

The Affiliate accepts that the payment of thecommission due in terms of this payment plan may be delayed by an additionalfifteen day period beyond the date stipulated in the immediately precedingparagraph, provided that such delay shall be communicated by the Company to theAffiliate.

If an error is made in calculating the commission,the Company reserves the right to correct such calculation at any time and willimmediately pay out underpayment or reclaim overpayment made to the Affiliate.

The Company may delay payment of any balance to theAffiliate for up to one hundred and eighty (180) days, while it investigatesand verifies that the relevant transactions comply with the provisions of theterms.

It is expressly agreed that no payment shallbe due when the traffic generated is illegal or contravenes any provision ofthis Agreement.

The Affiliate agrees to return all commissionsreceived based on fraudulent or falsified transactions, plus all costs forlegal causes or actions that may be brought against the Affiliate to thefullest extent of the law.

For the sake of clarity, the Parties specificallyagree that upon termination of this Agreement by either party, the Affiliateshall no longer be entitled to receive any payment whatsoever from the Company,provided that payments already due (earned and unpaid commissions) shall bepaid out.

The Affiliate shall be exclusively responsible forthe payment of any and all taxes, levies, fees, charges and any other moneypayable or due both locally and abroad (if any) to any tax authority,department or other competent entity by the Affiliate as a result of therevenue generated under this Agreement. The Company shall in no mannerwhatsoever be held liable for any amounts unpaid but found to be due by theAffiliate and the Affiliate hereby indemnifies the Company in that regard.

B) CPA Payment Plan – this shall be a“one-time” fee paid by the Company to the Affiliate for each New Customer whodoes and has not had a betting account with any Operators Website and whoaccesses the Operator Website via the Links and who properly register and makereal money transfers at least equivalent to the minimum deposit into one oftheir Operators Websites betting account.

 The one-time fee shall be determined on acase-by-case basis.

The Affiliate accepts and understands that nofurther payments, fees and/or commissions beyond the one-time fee shall be dueto the Affiliate.  

The Company may delay payment of any balance to theAffiliate for up to one hundred and eighty (180) days, while it investigatesand verifies that the relevant transactions comply with the provisions of theterms.

It is expressly agreed that no payment shallbe due when the traffic generated is illegal or contravenes any provision ofthis Agreement.

The Affiliate shall be exclusively responsible forthe payment of any and all taxes, levies, fees, charges and any other moneypayable or due both locally and abroad (if any) to any tax authority,department or other competent entity by the Affiliate as a result of therevenue generated under this Agreement. The Company shall in no mannerwhatsoever be held liable for any amounts unpaid but found to be due by theAffiliate and the Affiliate hereby indemnifies the Company in that regard.

6.2 The Affiliate understands that the payment planthat shall be applicable shall be as identified by the Company in the AffiliateApplication. The particular terms pertaining to either the Revenue Share Planor the CPA Payment Plan as listed in this clause 6 shall be applicabledepending on the plan so identified.

6.3 The Company reserves the right to change thepayment plan upon giving written notice to this effect to the Affiliate.

7 – Termination 

7.1 this Agreement may be terminated by eitherparty by giving a thirty (30) day written notification to the other party.Written notification may be given by an email.

7.2 the Company may, however, terminate theAgreement with immediate effect in the event that the Affiliate is in defaultof its obligations thereunder or is otherwise in breach of the representationsand warranties provided therein. In this case, no notice period shall beapplicable and the Agreement shall be considered terminated as of the date onwhich the Company notifies the Affiliate of its decision to terminate theAgreement on the strength of this clause 7.2. In this event, the Parties agreethat the Company may take any action it deems appropriate, including thewithholding of any unpaid commissions as of the date of termination as securityfor any perceived/anticipated/contingent liabilities or claims that may ariseagainst the Operators and/or the Company due to the breach or activities of theAffiliate.  

7.3 the contracting parties hereby agree thatupon the termination of this Agreement, howsoever occasioned:

A) the Affiliate must, within seventy twohours of receipt of the abovementioned notification, remove all references toGaming Innovation Group, the Operators and/or its brands (including brands ofits subsidiary companies) and/or the Operator Websites from the Affiliate’swebsites and/or other marketing channel and communications, irrespectively ofwhether the communications are commercial or non-commercial (excludinghttps://thepogg.com/)

B) all rights and licenses granted to theAffiliate under this Agreement, if any, shall immediately terminate and allrights shall revert to the respective licensors, and the Affiliate will ceasethe use of any trademarks, service marks, logos and other designations vestedin the Company.

C) the Affiliate will be entitled only tothose earned and unpaid amounts in terms of clause 6 as of the effective dateof termination; however provided, the Company may withhold the Affiliate’sfinal payment for a reasonable time to ensure that the correct amount is paid.The Affiliate will not be eligible to earn or receive commissions or otherpayments after this date.

D) the Affiliate will return to the Companyany and all confidential information (and all copies and derivations thereof)in the Affiliate’s possession, custody, and control.

E) the Affiliate will release the Company fromall obligations and liabilities occurring or arising after the date of suchtermination, except with respect to those obligations that by their nature aredesigned to survive termination. Termination will not relieve the Affiliatefrom any liability arising from any breach of this Agreement, which occurredprior to termination and/or to any liability arising from any breach ofconfidential information even if the breach arises at any time following thetermination of this Agreement. The Affiliate’s obligation of confidentiality towardsThe Company shall survive the termination of this Agreement.

8 – Liabilities and Indemnification

8.1 The Company shall not be liable (incontract, tort, for breach of statutory duty or in any other way) for (i) anyeconomic losses, including but without limitation, loss of profits, revenues,business, contracts or anticipated savings) of the Affiliate, (ii) any indirector consequential losses of the Affiliate; or (iii) any loss of goodwill orreputation of the Affiliate.

8.2 The Affiliate agrees to defend, indemnifyand hold Gaming Innovation Group, the Operators and the Company, theirsuccessors, officers, employees, agents, directors, shareholders and attorneys,free and harmless from and against any and all claims, fines and liabilities,including reasonable legal and expert fees, related to or arising from:

·        any breach of Affiliate’s representations,warranties or obligations under this Agreement, including the obligationscontained in Annex A through to Annex E ;

·        Affiliate’s use (or misuse) of the marketingmaterial and the group’s Intellectual Property Rights;

·        all conduct and activities occurring underAffiliate’s user ID and password;

·        any defamatory, libellous or illegal materialcontained on the Affiliate Website(s) or Affiliate’s information and data;

·        any claim or contention that the AffiliateWebsite(s) or the Affiliate’s information and data infringes any third party’spatent, copyright, trademark, or other intellectual property rights or violatesany third party’s rights of data protection, privacy or publicity;

·        third party access or use of the AffiliateWebsite(s) or the Affiliate’s information and data;

·        any claim related to Affiliate Website(s) or theLinks; and

·        any violation of this Agreement or any applicablelaws, including Data Protection Legislation.

8.3 The Company and its group companiesreserves the right to participate, at their own expense, in the defence of anymatter or claim in relation to the above.

9 – Data Protection

9.1 Upon the registration of New Customers with theOperators Websites, the Parties acknowledge that they shall be acting ascontrollers in common (and not joint controllers) in respect of the independentprocessing of such New Customers’ personal data.

9.2 The Affiliate shall at all times comply withthe Data Protection Legislation as shall be in force from time to time withrespect to all data filtered to the Company and/or the Operators. Withoutprejudice to the generality of the foregoing, the Affiliate undertakes to havein place a privacy policy which is readily accessible from the AffiliateWebsites and which informs the site visitors of the manner in which their datais processed, the legal basis for such processing and the persons to whom theirdata may be shared, amongst other legal requirements.

9.3 The Company may, at its sole discretion,request that the Affiliate evidences its compliance with this clause 9.2 andthe Affiliate shall provide reasonable proof to this effect within 10 days ofthe receipt of such request.

 10 – Governing Law & Jurisdiction

The validity, construction and performance of thisAgreement and any claim, dispute or matter arising under or in connection tothis Agreement or its enforceability shall be governed and construed inaccordance with the laws of Gibraltar. The Parties irrevocably submit to theexclusive jurisdiction of Gibraltar’s courts over any claim, dispute or matterunder or in connection with this Agreement and/or its enforceability.

11 – Assignment

11.1 The Affiliate may not assign thisagreement, by operation of law or otherwise, without obtaining the priorwritten consent of the Company. In the event that the Affiliate acquires orotherwise obtains control of another affiliate of Gaming Innovation Group orthe Operators, then accounts will coexist on individual terms.

11.2 The Company may assign this Agreement, byoperation of the law or otherwise, at any time without obtaining the priorconsent of the Affiliate.

 

 

12 – Non-waiver 

The Company’s failure to enforce the Affiliate’sadherence to the terms outlined in this Agreement shall not constitute a waiverof the right of the Company to enforce said terms at any time. 

13 – Force Majeure 

Neither party shall be liable to the other for anydelay or failure to perform its obligations under this Agreement if such delayor failure arises from a cause beyond the reasonable control of and is not thefault of such party, including but not limited to labor disputes, strikes,industrial disturbances, acts of god, acts of terrorism, floods, lightning,utility or communications failures, earthquakes or other casualties. If a forcemajeure event occurs, the non-performing party is excused from whateverperformance is prevented by the force majeure event to the extent prevented.Provided that, if the force majeure event subsists for a period exceedingthirty (30) days then either party may terminate the Agreement withoutnotice. 

14 – Relationship of the Parties

Nothing contained in this Agreement, nor any actionwas taken by any party to this Agreement, shall be deemed to constitute eitherparty (or any of such party’s employees, agents, or representatives) anemployee, or legal representative of the other party, nor to create anypartnership, joint venture, association, or syndication among or between theparties, nor to confer on either party any express or implied right, power orauthority to enter into any agreement or commitment on behalf of (nor to imposeany obligation upon) the other party.

15 – Severability / Waiver

15.1 Whenever possible, each provision of thisAgreement shall be interpreted in such a manner as to be effective and validunder applicable law but, if any provision of this Agreement is held to beinvalid, illegal or unenforceable in any respect, such provision will beineffective only to the extent of such invalidity, or unenforceability, withoutinvalidating the remainder of this Agreement. No waiver will be implied fromconduct or failure to enforce any rights and must be in writing to beeffective.

15.2 Any notice given or made under thisAgreement to the Company shall be sent by email to and marked for the attentionof the Affiliate Manager of the Operator Websites unless otherwise notified bythe Company. The Company shall send all notices by email to the email addresssupplied by the Affiliate in the Affiliate Application.

16 – Confidentiality

16.1 All information, including but not limited tobusiness and financial, lists of customers and buyers, as well as price andsales information and any information relating to products, records,operations, business plans, processes, product information, business know-howor logic, trade secrets, market opportunities and personal data of the Companyshall be treated confidentially. Such information must not be used for owncommercial or other purposes or divulged to any person or third party neitherdirect nor indirectly unless the prior explicit and written consent of theCompany this provision shall survive the termination of this Agreement.

16.2 The Affiliate obliges himself not to use theconfidential information for any purpose other than the performance of itsobligations under this Agreement.

 

17 – Changes to this Agreement

The Company reserves the right to, at any time andat its sole discretion, with or without giving any prior notice to theAffiliate, amend, alter, delete or add any of the provisions of this Agreement.If applicable, a written notice of the amendments will be sent to theAffiliate’s registered email address and such notice will be deemed to beserved once sent by the Company. The Affiliate’s continuing participation inthe Affiliate Program after any amendments or modifications have been madepublic will be deemed as the Affiliate’s acceptance of the new terms andconditions.

18 – Trademarks and Intellectual Property

18.1 Nothing contained in this Agreement will grantthe Affiliate any right, title or interest in the trademarks, trade names,service marks or other intellectual property rights [hereinafter referred tosimply as ‘marks’] of the Company or Gaming Innovation Group or the Operators.At no time during or after the term will the Affiliate allure, attempt,challenge, assist or allow others to challenge or to register or to attempt toregister the marks of the Company or Gaming Innovation Group (including itsgroup companies) or the Operators. Provided also that Affiliate shall notregister nor attempt to register any mark or website domain which is identicalor similar to any mark which belongs to company or Gaming Innovation Group(including its group companies) or the Operators.

18.2. All Intellectual Property Rights createdand/or deriving from this Agreement, (including, but without limitation,advertising materials, databases and personal data) shall be and become thesole property of the Company without any rights to the Affiliate.

18.3. no time during or after the term of thisAgreement, no Party will attempt, challenge, assist or allow others tochallenge or to register or attempt to register the Intellectual PropertyRights or any rights similar to the Intellectual Property Rights of the otherParty or of any group companies of the other Party.

 













Annex A – General Conditions

 

The Affiliate shall not publish, through any mediumwhatsoever, advertising, or publish content related to the Company onsites/pages/media which displays content, that:

 

  • encourages anyone to contravene gaming laws;
  • is not socially responsible, with particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited;
  • portrays, condones or encourages gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm;
  • exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons and/or other vulnerable persons;
  • shows people aged below eighteen years gambling;
  • encourages, targets or is otherwise directed at those aged below eighteen years through the selection of particular media or the context in which such appears. For the sake of clarity, the Affiliate understands and accepts that no content on its website (or in any other promotional material which may be used to promote the Company Website/s) shall feature cartoon characters, animals and fairy tale themes or any other content generally that has particular appeal to children or persons below the age of eighteen.
  • be likely to be of particular appeal to children or young persons (under 18s), especially by reflecting or being associated with youth culture;
  • is false or untruthful, particularly about the chances of winning or the expected return to a player;
  • suggests that gambling can be a solution to financial concerns, an alternative to employment or a way to achieve financial security;
  • suggests that skill can influence games that are purely games of chance;
  • promotes smoking and/or the abuse of the consumption of alcohol while gambling;
  • suggests that gambling can provide an escape from personal, professional or educational problems such as loneliness and depression;
  • portrays gambling as indispensable or as taking priority in life  over, for example, family, friends or professional/educational commitments;
  • contains endorsements by well-known personalities or celebrities that suggest gambling contributes to their success;
  • link gambling to seduction, sexual success or enhanced attractiveness, or otherwise generally exceeds the limits of decency;
  • tarnishes the goodwill and privilege that is associated or related, in any manner, with holding a gaming licence or otherwise tarnishes the image or reputation of another licencee.

 

In addition to the above, the Affiliate shall not:

 

  • conduct a promotion that commits people to gamble for a minimum period of time to qualify for a player reward scheme; or
  • conduct a promotion that commits people to gamble a minimum amount of money to qualify for a player reward scheme
  • conduct a promotion which encourages people to participate in any way under undue time constraints or which may be regarded as overly pressuring, for example by using wording and/or phrases such as ‘Bet Now’.

 

The Affiliate must ensure that any promotionalmaterial indicates or provides a link to the rules, procedures and conditionsof the particular promotion. The full conditions must not be further than 1click away.

 

The Affiliate accepts and understands that theabove-mentioned rules are not exhaustive and it shall further abide with allother relevant advertising and/or marketing rules issued by the competentauthority/ies of the country in which the Affiliate intends to advertise,market and promote the Company Websites, if any and those issued by thecompetent authorities in which the Company is licensed to operate (refer toAnnex B and the restrictions on targeting Dutch residents by way of example).

 

In the event that any competent authority requiresoperators to ensure that no marketing material is sent to persons that aresubscribed to a national self-exclusion register, the Affiliate undertakes totake the steps necessary to integrate or cross check its marketing distributionlist against the national self-exclusion database and ensure that no personfound on the national self-exclusion list ever receives any marketing material.
























Annex B – UK Specific Conditions

 

The restrictions included within this Annex B areover and above those contained in Annex A. For the purposes of clarification,any marketing or promotion carried out which may be targeted at users/visitorsresiding within Great Britain should comply with the requirements of both AnnexA and this Annex B.

 

The Affiliate expressly undertakes not to utilizedirect marketing to any potential or existing customers whatsoever within GreatBritain. For the sake of clarity, it is expressly stated that the term “directmarketing” refers specifically to marketing via email and/or sms.  

 

Further, it is understood that permission marketingshall not allowed in Great Britan and the Affiliate shall therefore refrainfrom using this medium to promote the Company Websites.  

 

The Affiliate shall not publish, through any mediumwhatsoever, advertising, or publish content which displays content, that:

 

  • suggest that gambling can enhance personal qualities, for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration;
  • uses terms such as ‘free spins’, ‘free cash’ or ‘free’ in general if there are wagering requirements that apply or if a customer was required to make a deposit;
  • suggest peer pressure to gamble nor disparage abstention;
  • portray gambling in a context of toughness or link it to resilience or recklessness;
  • suggest gambling is a rite of passage;
  • suggest that solitary gambling is preferable to social gambling;
  • includes a child, young person or anyone who is, or seems to be, under twenty-five years of age. No-one may behave in an adolescent, juvenile or loutish way;
  • exploits cultural beliefs or traditions about gambling or luck;
  • condone or encourage criminal or anti-social behaviour;
  • condone or feature gambling in a work environment

 

The Affiliates shall only promote those games whichare listed by the Company as not being appealing to children. By way ofexample, the Affiliate cannot promote or display the Company’s logos ortrademarks generally in combination with or on same pages which include, gameswhich may be appealing to under 18s (such as Jurassic Park, Jack and the BeanStalk etc.) This list shall be made available to the Affiliate on demand. (TheCompany reserve the right to add or remove any games from the list immediatelyand without notice and entirely at the discretion of the Company. The Companyshall not be held liable in the event that it exercises its right to remove anygames from the list.)

 

In the event that, at any time the Affiliate isgiven discretion to provide the content of a promotion or to describe apromotion, the promotion must be fair and transparent and must necessarilyinclude all the relevant Significant Conditions applicable thereto. For thepurposes of this Annex B, the term “Significant Conditions” shall include, butnot be limited to, conditions such as:

 

·        Eligibility Restrictions

           Existenceof any minimum or maximum deposits to receive the bonus

           Anymaximum bonus amount that can be received (such as 100% deposit bonus up to£100)

           Existenceof Wagering Requirement

           TimeRestrictions

           ExpiryDates

           Anyother method of play required or other restrictions that would potentially leadto the forfeiting of the bonus

           Detailsof Restricted Odds

           Detailsof Games which must be played

           Existenceof a Max Bet

           Agerestrictions

 

The above requirements apply in all cases and itshall not be an excuse that the promotion was limited by time and space (exceptas otherwise approved by the Company)

 

The Affiliate accepts and understands that theabove-mentioned rules are not exhaustive and it shall further abide with allother relevant advertising and/or marketing rules issued by the GamblingCommission, the Competition and Markets Authority, the Advertising StandardsAuthority and the Information Commissioner’s Office in the UK and any othercompetent authority that may have jurisdiction over the Company or theAffiliate from time to time.

 

Annex C – Sweden Specific Conditions

The restrictions included within this Annex C areover and above those contained in Annex A. For the purposes of clarification,any marketing or promotion carried out which may be targeted at users/visitorspresent in Sweden, should comply with the requirements of both Annex A and thisAnnex C.  

 

The Affiliate expressly undertakes to clearlyidentify the operator on whose behalf the marketing communication is made,while further delineating the minimum age allowed to play the relevant game.

The said marketing communication is to containcontact details pertaining to an organisation which provides information andsupport in connection with gambling issues, in conjunction with commercialcommunications stating the risks for health of problem gambling in a practicaland transparent manner.

The Affiliate shall further ensure that:

           Therelevant marketing material shall not exert pressure to gamble or otherwisedisparage abstention through timing, location or nature of the commercialcommunication. Without limitation, do not use the terms Play Now, Deposit Now,Play Fast, Register Fast, or similar words that indicate an urgent call toaction;

           Nouse of the terms no-account, anonymous play, no registration or any othersimilar terms which provide a misleading message to players;

           Themarketing material does not reproduce gambling in a context that connects itwith strength or responsibility;

           Themarketing material does not convey or produce divergent opinions aboutrestrained gambling;

           Themarketing material does not invite or encourage the player to gamble in orderto cover previous economic losses;

           Themarketing material does not imply that it is without risk to gamble or thatthere are some products that cannot lead to gambling problems;

           Themarketing material does not hint at stereotype conceptions with respect to maleand female;

           whensending marketing material via email, the communication shall at all timescontain a valid address to which the recipient can send a request that themarketing cease;

           ‘refera friend’ or similar programmes are not utilised;

           theBankID wordmark or logo are not used alongside or within our adverts,promotions.

Lastly, the Affiliate shall more generally ensurethat the marketing conducted in Sweden shall be moderate and in line with theprovisions contained in Annex A and this Annex C. Should the Affiliate beunsure as to whether its proposed marketing materials comply herewith orotherwise, they are invited to seek the prior approval of the Company.  




Annex D – Netherlands Specific Conditions

 

The restrictions included within this Annex D areover and above those contained in Annex A.

 

Our policy is not to pay any commission for any newtraffic (from the 15th March 2019 onwards) deriving from the Netherlands whichis generated as a result of promotion on channels which breach the belowconditions.

 

We do not permit any advertising of our brands on:

 

  • .nl, .be sites;
  • Sites or other channels which are in Dutch irrespective of the top level domain;
  • Sites or other channels which are in English however make specific reference to the Netherlands (such as “Best Dutch Online Casinos” or “Casinos that Accept Dutch Customers” or any similar sites or channels, including social media channels);
  • Promotions of our brands on any site or other channel alongside any article which makes reference to the Netherlands, including also the legal situation in the Netherlands;
  • Sites or other channels on which the iDeal payment method is referenced;
  • Sites or other channels where there are specific Dutch themes;
  • Sites or other channels that have a name which is typically associated with the Netherlands;
  • Sites or other channels where the audience is typically Dutch;
  • Any channel of an affiliate, if the affiliate itself promotes its brand in the Netherlands (such as in bars, on bus-stops, on Dutch TV, Dutch Radio etc.)

 

If you are unsure whether you are breaching theabove conditions, please contact our affiliate team.