Betiton Affiliate Agreement
(Sharp Connection LTD)
This
Affiliate Agreement (this “Agreement”) contains the complete terms and
conditions between Sharp Connection LTD, (“Sharp Connection LTD” or “we” or
“us”), and you, regarding your application to participate as an affiliate (an
“Affiliate”) of Sharp Connection LTD . As an affiliate your role will be to
promote the “betiton.com” website operated by Sharp Connection LTD International
LTD and/or by AG Communications 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 may reject your application or terminate this
Agreement for breach with immediate effect, 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
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, Sharp 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://www.betiton.com privacy,
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 Sharp 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
Sharp Connection LTD and which Sharp Connection LTD have approved (“Alternative
Sites”), you shall be obligated to request and receive Sharp 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 Sharp
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 Sharp 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 Sharp 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 Sharp
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 Sharp Connection LTD or any of the
Group’s (as defined below) trademarks or trade names from time to time or
include the words ‘Sharp Connection LTD and ‘Betiton’’ or any variations of each
of these words, or include metatag keywords on the Affiliate Sites which are
identical or similar to any Sharp Connection LTD or any of the Group’s trade
marks or trade names from time to time. Your breach of the foregoing provisions
will constitute a breach of this Agreement, and Sharp 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 Sharp 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. Sharp Connection LTD ’s
measurements and calculations in relation to the number of Players and the
relevant Net Revenue and Gross 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 Gross
Revenue and 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, the following terms have the following
meanings:
- “Casino Oriented Player”shall
mean a Player who first registered to the Site through the Casino tab
available on the Site;
- “Sports Oriented Player”shall mean a Player who first
registered to the Site through the Sports tab available on the Site; and
- “Bingo Oriented Player”shall mean a Player who first
registered to the Site through the Bingo tab available on the Site.
For the avoidance of doubt, a Player’s orientation for the purpose of determining its remuneration scheme shall be determined by Sharp Connection LTD at its sole discretion based on the section (i.e. Casino, Sport, or Bingo tabs) through which the Player has made his first registration on any of the Site, regardless of the products played by that Player following his registration. Once a Player’s orientation has been determined by Sharp Connection LTD, either as a Sport, Casino, or Bingo Oriented Player, the relevant remuneration scheme shall apply.
The remuneration scheme, such as a share of the Net Revenue generated by the Player from all the Casino, Sports, and Bingo 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 Sharp Connection LTD management.
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: (i) has
deposited a certain minimum amount of deposits to its player account (the “CPA
Minimum Deposit”); and (ii) for Sport Oriented Players, if such Player has
made the CPA Minimum Deposit set out in section (i) above, and provided further
that such Player has placed on the Sites a certain minimum sum of settled bets
with odds of 1 or above (the “Minimum Settled Bets”). 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 8€ 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 8€ 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,
you will not be able to generate any Sport Oriented Players in the United
Kingdom, in respect of any Player who registers or provides the CPA
Minimum Deposit during either the Grand National or Cheltenham Festival
horseracing events (and for the avoidance of doubt we will not pay you any
commission with respect to such Players), unless otherwise agreed by us in
writing in your commission plan. Further, without limiting the generality
of any other term of this Agreement, we reserve the right (i) to change
the CPA Minimum Deposit in your commission plan in our discretion during
such events; and (ii) to direct you in writing to cease any or all marketing
efforts in the United Kingdom during such events, and you shall
immediately cease marketing to persons in the United Kingdom for the
duration of such events, and we shall not be liable to pay you any
commission which would have otherwise been payable to you under this
Agreement in respect of the United Kingdom.
- 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’ purchases of bets, less the winnings of Players from both
the Casino and Sports products, plus (2) the total bingo bets multiplied by the
Rake (defined below) of the specific bingo room (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 Sharp
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 gaming tax as percentage. Following are the tax deduction for casino based
on GGR: Germany 20%, Austria 40%, UK 25%, Ireland 23%, South Africa 15%, other
countries under MGA 2%. In regards to sport activity tax : Germany 5%
on turn over, Austria 3% turn over, UK 16% GGR, Ireland 3% turn over, South Africa
15% GGR, other countries under MGA 1.5% GGR and less fixed administration fee
equal to 22% which was accumulated prior to applying such deduction.
“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 Sharp Connection LTD . with incorrect or
incomplete details in relation to your preferred payment method and Sharp
Connection LTD is not able to transfer the commissions to you, Sharp 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. Sharp 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 payment, Switzterland and Isle of Man (the “Minimum
Amount”), Sharp 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. Sharp 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 Sharp Connection LTD retains full authority to terminate this
Agreement immediately in the event of such breach. Further, in the event that
Sharp 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 plateform provider Aspire Global 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 Sharp 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
Sharp Connection LTD only. Should you wish to contact a Player you are
obligated to first receive Sharp 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 Sharp Connection LTD
you either try to or do make contact with a Player without Sharp Connection LTD
’s written approval, Sharp 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 Sharp
Connection LTD has in that regard. Further, if following your receipt of Sharp
Connection LTD ’s written approval for your contacting or corresponding with a
Player, Sharp Connection LTD deems that such contact or correspondence is
against the best interests of Sharp Connection LTD , Sharp 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
Sharp 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 Sharp Connection LTD and/or its licensors shall at
all times remain the sole owner(s) of all copyrights, trade marks and all other
rights subsisting in and to the Licensed Materials and you further agree
(during your relationship with Sharp 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 Sharp 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 Sharp
Connection LTD in relation to your processing of Personal Data in order to
allow Sharp 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 Sharp 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 Sharp 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 Sharp Connection LTD ’s request, provide Sharp 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 Sharp Connection LTD or otherwise, to be
excluded from the receipt of Communications, as directed by Sharp Connection
LTD , from time to time.
In
the event Sharp Connection LTD receives a complaint regarding the
Communications, Affiliate hereby agrees that Sharp 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 Sharp 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 Sharp 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 Sharp Connection LTD and any other
member in the corporate group to which Sharp 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 Sharp
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 Sharp
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 Sharp 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 Sharp 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 Sharp 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.