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 on account 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: Germany 5.3% turnover, Austria 40% GGR, UK 25%
GGR, Ireland 23% GGR, South Africa 15% GGR, Ontario 20% GGR, other
countries under MGA 2% GGR. For Sport activity tax: Austria 3%
turnover, UK 16% GGR, Ireland 3% turnover, South Africa 15% GGR,
other countries under MGA 1.5% GGR and less fixed administration fee
equal to 25% in Germany and Ontario, and 22% for the rest of the
countries, 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, Switzerland 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
platform 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”).
10.1. 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.
10.2. 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.
10.3. 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.
11.4. You
shall handle all Personal Data collected from End Users strictly in
accordance with applicable Data Protection Legislation.
10.5. 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.
10.6. 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.
10.7. 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
11.1. 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:
11.1.1. 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;
11.1.2. Ensure
that is has provided the data subjects with any notice necessary
as required under Data Protection Laws, prior to delivering any
Communications;
11.1.3. 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;
11.1.4. 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;
11.1.5. 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;
11.1.6. 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;
11.1.7. 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;
11.1.8. 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 by the
Alcohol and Gaming Commission of Ontario (AGCO), and offers its
services to residents of Great Britain and Ontario under each license
(the “Operator“)
respectively. By virtue of being licensed by the Gambling Commission
of Great Britain and by the Alcohol and Gaming Commission of Ontario,
the Operator is subject to the Gambling Commission’s License
Conditions and Codes of Practice (the “LCCP“)
and the AGCO’s Registrar’s Standards for Internet Gaming
respectively, 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 Registrar’s Standards for Internet
Gaming, 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 and the AGCO.
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 AGCO), 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. When you are marketing the Sites to
customers in Ontario, you shall also comply with the Registrar’s
Standard for Internet Gaming on the requirements of the Marketing and
Advertising and 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.