AFFILIATE MEMBERSHIP AGREEMENT
This affiliate agreement (“Agreement”) contains the terms and conditions between TV Global Enterprises Ltd. (the “Company” or “we,” “us,” “our”), and you, regarding your application to participate as an affiliate (“Affiliate”) in the Company’s Affiliate program, (“BC Affiliates”).
As an Affiliate, your role is to promote the sites, brands, and applications owned or operated by the Company, specifically Betcris.com, and any other site, brand, and application made available to BC Affiliates from time to time.
You will indicate your acceptance of the terms and conditions of this Agreement by marking the box at the bottom of this Agreement which reads “I have read and agree to the terms and conditions of this Agreement”.
1.Definitions and Interpretation
“Account” means the Affiliate Payment Account.
By “new client” we refer to players who do not have existing account and who register for one, deposit a minimum of USD$10 (Ten U.S. American dollars) and bet the minimum deposit amount.
“Affiliate Link” means a unique Tracking URL used by a specific Affiliate.
“Affiliate Payment Account” means the account which you will receive payments from us.
“Affiliate Website” means the Company’s affiliate website located at the URL http://affiliates.betcris.com/.
“Approved Marketing” means marketing by using the Tracker via our approved Banners and Text Links and Promotional Mail including promotion on the Affiliate’s websites.
“Apps” include the Company’s mobile application.
“Banners and Text Links” are the artwork or text that direct traffic to the Websites and the Apps through the Affiliate’s Tracker to permit a Player or prospective Player to hyperlink to the Website or App.
“Chargeback” or “Credit” is a credit card transaction, which is not collectable by a credit card company as a result of non-payment or fraudulent credit card use, or any other payment transaction which is revoked and for which a credit is given.
“Content” means all content owned, developed, licensed or created by us and/or provided to you by us in connection with this Agreement including Affiliate Links.
“Fees” means the amount owing to you, as calculated based on our system’s data and in accordance with the terms of this Agreement.
“Fraud Traffic” means deposits, revenues or traffic generated on the Website through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including but not limited to:
(i) deposits generated on stolen credit cards or by fraudulent activity or prohibited transactions;
(ii) collusion, manipulation of the service or system, bonuses or other promotional abuse;
(iii) creation of false accounts for the purpose of generating Fees;
(iv) manipulation of the Trackers or the process by which those Trackers are served including but not limited to cookie stuffing;
(v) intentionally targeting Players in order to cross-promote that Player to a different Site;
(vi) unauthorised use of any third-party accounts, copyrights, trade marks and other third-party intellectual property rights (that, for the avoidance of doubt, include our intellectual property rights); and,
(vii) any activity that constitutes Fraud Traffic under specific sections of this Agreement.
“Group” means our ultimate holding companies, our affiliated companies, and subsidiary companies of our holding company.
“Minimum Required Deposit” means USD $10
“Player” means any person using products or services on our Websites.
“Player Account” means an account at a Website that is created for a Player when he/she registers using an Affiliate Link.
“Promotional Mail” means artwork or text with respect to specific promotion campaigns, sent by us for distribution by the Affiliate.
“Real Money Player” means any person who is attached to your unique Tracking URL who: (i) has not been a Player with us before; (ii) is not located in a Restricted Territory; (iii) who has made the Minimum Required Deposit; (iv) is accepted as a player under any applicable sign up or identity verification procedure which we may require; and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Affiliate Website.
“Restricted Territory” means the United States of America (including its territories), France (including Overseas France and overseas territories, departments, and collectivities), and any other territories designated by the Company from time-to-time.
“Affiliate Application” means the form used to apply to participate in BC Affiliates.
“Trackers” means an Affiliate’s Tracking URL.
“Tracking URL” means a unique hyperlink or other linking tool for referencing our Website through which you refer potential Real Money Players. When the relevant Player opens their Player Account, our system automatically logs the Tracking URL and records you as the Affiliate. You are prohibited from making any changes to the code or Tracking URL
“Website” means the websites and any other online site, application or platform that are owned by us and each of its related pages through which a Player opens a Player Account.
2.1. This Agreement Governs. This Agreement shall govern our relationship with you in relation to BC Affiliates and modifies, replaces and supersedes any previous affiliate agreement you have entered into with us in relation to the Website you are advertising.
2.2. Bound by All Terms and Conditions. When you indicate your acceptance of these terms and conditions at the bottom of this Agreement and on the Affiliate Application, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 2.4 below).
2.3. Independent Contractor. You are providing, under this Agreement, marketing services to us, as an independent contractor. Neither party to this Agreement is an agent, representative or partner of the other Party. You shall have no right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, us. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between us and you or to impose any liability attributable to such a relationship upon either party.
2.4. Modifications to Agreement. We may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes to the BC Affiliates rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in BC Affiliates following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.
2.5. Different Territories. You acknowledge and agree that in certain territories associated companies to the Company may need to perform obligations under this Agreement and you hereby consent and agree to other associated companies fulfilling such parts of our obligations as is necessary in order for us to comply with the terms of this Agreement and for us to share such information about you to such other associated corporate entities for this purpose.
2.6. Obligations satisfied by relevant entity. Our obligations to you will be satisfied by the relevant entity in our Group for the territory for which you are providing the marketing services. Where it is agreed by us that you will be entitled to submit invoices for payment of the Fees, as opposed to having those Fees paid directly to your Affiliate Payment Account, those invoices must be sent to the Company or an associated company when special instructions are delivered to the Affiliate.
3.Your Rights and Obligations
3.1. Identification Procedures. You shall provide true and complete information to us when completing the Affiliate Application and promptly update such information if all or any part of it changes. Failure to keep your details updated may result in your Account being terminated or payments being withheld. You shall also provide us with such other information as we may reasonably request from time to time.
3.2. Create and Maintain Unique Links. By agreeing to participate in BC Affiliates, you are agreeing to create and maintain unique links from your site to the websites which are owned, operated or branded by us (“Company Websites”). You may link to us with any of our banners, e-mails, articles or with a text link. This is the only method by which you may advertise on our behalf.
3.3 Minimum Real Money Customers Referred. All Affiliates are required to register a minimum of ten (10) new clients at Betcris (who open an account, deposit, and bet) with real money within one (1) month after joining Betcris Affiliates. The Affiliate must keep ten (10) active players per month and add ten (10) new clients with new accounts (who open an account, deposit, and bet) per month to receive the corresponding commission. If an Affiliate does not comply with these requirements, he or she will not receive the corresponding commission and such commission will be retained until the above conditions are met. The retained commission will not be lost.
3.4. Throughout the term of this Agreement, you shall not:
3.4.1. place the Banners and Text Links on websites other than your website as specified in your application form without our prior written consent;
3.4.2. offer any special benefits or other incentives (including for example any payment) to any person for using the Banners and Text Links on your site to access the Website;
3.4.3. read, intercept, copy, record, redirect, interpret, or otherwise interfere with, or fill in the contents of, any electronic form or other materials submitted to us by any third party;
3.4.4. modify any of the Banners and Text Links other than in accordance with this Agreement;
3.4.5. engage in transactions of any kind on the Websites on behalf of any third party;
3.4.6. authorise, assist, or encourage any other person to engage in transactions of any kind on the Websites other than in accordance with this Agreement;
3.4.7. take any action that could cause any third party (end users or otherwise) confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
3.4.8. other than providing the Banners and Text Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Company;
3.4.9. artificially increase (or attempt to so do) monies payable to you by us;
3.4.10. attempt to intercept, redirect or otherwise interfere with (including, without limitation, via user-installed software) traffic from or on any website that participates in BC Affiliates;
3.4.11. solicit non-member affiliates (termed “sub-affiliates”) to distribute offers and claim commission on such activities. You are prohibited from starting a sub-affiliate network using Company offers and media assets;
3.4.12. Affiliates cannot purchase, bid for, register or otherwise acquire keywords, adwords, search terms 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 Company’s (or Group’s) intellectual property rights, including without limitation copyrights, trade marks (whether registered or unregistered), brand names, domain names, graphics and designs used by us. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of our trade marks or trade names including the terms “BetCris" and “betcris.com”;
3.4.13. directly or indirectly refer visitors from your site or Players/ prospective Players who you suspect (or ought to suspect) are likely to abuse promotions or services available on the Website;
3.4.14. place the Banners and Text Links on websites providing unauthorised access to copyrighted content (such illegal streaming sites or file sharing sites); or
3.4.15. send any marketing communications relating to the Company via SMS or email without our prior written consent.
3.4.16. register (or applying to register) any domain name similar to any domain name used by or registered in the name of any member of the Group, or any other name that could be understood to designate the Group
3.4.17. register or attempt to register and/or open domain names or social media pages or accounts (on any platform) which comprise and/or are similar or confusingly similar to the Company’s intellectual property or websites including the Company’s name, or any other associated brands or companies, including (for the avoidance of doubt) any misspellings of the domain names of any of the Websites (commonly known as ‘typo-squatting), or any phonetics of any of the Websites. You hereby agree to transfer any domain names or trademark application or registrations in respect of our Marks (as such term is defined in section 3.13 of this Agreement) or marks confusingly similar to our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to our Marks in any way
3.5. Immediate Termination for Breach of Section 3.4. If we determine, in our sole discretion, that you have breached any of the provisions of Section 3.4, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
3.6. Immediate Termination for Spamming. We will terminate this Agreement immediately without recourse for you if there is any form of spamming or if you advertise our services in any other way. You shall not make any claims or representations, or give any warranties, in connection with us and you shall have no authority to, and shall not, bind us to any obligations.
3.7. Non-Exclusive, Non Assignable Right. This Agreement grants you the non-exclusive, non-assignable, right to direct potential Players to any of our Websites in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we are contracting others to perform services of the same or similar nature as yours. You shall have no claim to Fees or other compensation on business secured by or through persons or entities other than you.
3.8. Approved Advertising. You will only use our approved advertising creative (banners, html mailers, editorial columns, images and logos) and will not alter their appearance nor refer to us in any promotional materials other than those that are available from http://affiliates.betcris.com. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorised and permitted representation of our sites.
3.9. Traffic Generated Not in Good Faith. You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage. We reserve the right to retain all amounts otherwise due to you under this Agreement if we have reasonable cause to believe of such traffic. We reserve the right to withhold affiliate payments and/or suspend or close accounts where affiliated customers are found to be abusing any of our offers or promotions whether with or without your knowledge. Such situations to include but not be limited to different customers betting both sides of an event or market so as to limit risk and claim bonuses.
3.10. Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) through your Tracker(s) for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
3.11. Development, Operation of Site; Indemnity. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are not libellous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of your site. BC Affiliates is intended for your direct participation. You shall not open Affiliate Accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted. Affiliates wishing to transfer an Account to another Account owner must request permission to do so by contacting us. Approval is solely at our discretion.
3.12. No Affiliation. No affiliation can be made between your site and any Group website.
3.13. Licence. We hereby grant to you a non-exclusive, non-transferable licence, during the term of this Agreement, to use our trade name, trademarks, service marks, logos and any other designations, which we may from time to time approve (“Marks”) solely in connection with the display of the promotional materials on your site. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks by any third party.
3.14. Confidential Information. All information and data in written, oral, graphic form, whether or not contained in written, optical, or electromagnetic media, including, by way of illustration but not limited to: technical, financial and business information; promotion and marketing processes; price, cost and sales information; market projections; research and development information; client and vendor lists (current and potential); business strategies; company composition and organizational structure; as well as industrial and commercial secrets, proprietary information, trademarks and patents, ideas, products, services, materials, databases, reports, records, designs, maps and drawings owned by the Company, inherent to its activity and/or belonging to same, its affiliated merchants, subsidiaries, customers, or business partners, to which Affiliate may have direct or indirect access (collectively referred to as “Confidential Information”), shall be deemed for all effects and purposes the exclusive property of the Company and therefore the Affiliate may not disclose it directly or indirectly or by any means, wholly or partially, to its own benefit or the benefit of third parties, or use it for any other purpose other than what is specifically stipulated herein, obligating Affiliate to maintain full discretion and confidentiality to this respect, under the principle of bonus pater families. This obligation will remain for the term of this Agreement and up to five (5) additional years after expiry of same.
During the term of this Agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or BC Affiliates (including, for example, referral commissions earned by you under BC Affiliates). You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.
3.15. Data Protection. You shall at all times comply with data protection legislation in your jurisdiction. It is your responsibility to be aware of the legislation in your jurisdiction with respect to data protection.
4.Fees, Payments, Reports
4.1 Choosing of a plan. Affiliates may choose one two plans: revenue participation (“Revenue participation”) or cost per action (“CPA”).
4.1.1 Revenue participation option:
The revenue participation option is calculated based on the Sportsbook’s total NGR (Net Gaming Revenue), which represents the total company’s gross profit in games, minus the processing costs, chargeback, bonus, and taxes. This option is based on the number of new Real Money Customers/Players referred per calendar month in relation to betcris.com
|Number of Real Money Players
4.1.2. CPA Option
Request your CPA agreement over e-mail. This option is based on the number of new real money clients/players who have met the plan’s requirements, referred on Betcris.com’s calendar month basis. Payment for new clients will be negotiated with each Affiliate. New clients must comply with the requirements defined on such negotiation.
4.2. Reports. We will track and report Player activity for purposes of calculating your Fees based on your chosen payment plan. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you may log in to your Affiliate Account and view reports related to the number of new Real Money Players that signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. Additional reports may be available online for you to view new Real Money Players per Tracker. We hereby exclude any and all liability for the accuracy or completeness of any such reports.
4.3. Raising Sales Invoices. You agree that we will raise sales invoices for the transactions covered by this Agreement on your behalf until this Agreement terminates in accordance with Section 5 of this Agreement. You will not raise sales invoices in respect of the transactions covered by this Agreement.
4.4. Payments in Timely Fashion. We shall make reasonable efforts to make any payments due to you in a timely fashion. However, we shall not be liable for occasional delays or delays outside of our control. For example, any changes in the contact or banking details provided by you may give rise to a delay of up to sixty (60) days in making any payments due. Where you become aware of any overdue payments due to you, please contact us immediately and we will seek to resolve the matter as soon as possible. All Affiliates are required to have a minimum of ten (10) Active Clients (real money) per month in order to withdraw the commission payment. If not, the payment will be carried over to the next month.
4.5 Payment methods. All payments shall be paid in U.S. American dollars, or any other currency we determine, regardless of the currency used to play by each client/player assigned to your tracker. Payment will be made via bank transfer, electronic wallet, through the player’s Betcris account, bitcoins, or any other method that we decide at our sole discretion; however, we will make every reasonable effort to accommodate your preferred payment method. Transfer fees for check courier will be covered by the client and deducted from your fees. To avoid confusions, we have no liability on payment charges for currency conversions or charges associated to the transfer of funds to your Affiliate payment account.
4.6. Deductions for CPA Plan. In any event of a Chargeback, credit, or Player not reaching the age of majority in his or her jurisdiction, such Player shall not be considered for the purpose of the CPA plan, and any CPA payment made to the Affiliate with respect to such Player shall be deducted from future payments to the Affiliate. If a Chargeback or Credit occurs during the fee payment-processing period, we reserve the right to deduct such amounts and the associated fees from the amounts due to the Affiliate under the Revenue Share plan. Any Chargeback or Credit to a Player in respect of which the Affiliate has chosen the CPA reward plan will disqualify such Player and the Affiliate will not be entitled to any payment with respect to such Player.
4.7. Right to Withhold Amounts. We reserve the right to withhold all amounts due and payable to the Affiliate under this Agreement if it believes that any fraud has taken place or is contemplated which involves the Affiliate, whether or not the withheld amounts relate to the event in question. If we believe that a fraud has taken place or is contemplated by any Player without the Affiliate’s knowledge, we will be entitled to withhold any amounts due to the Affiliate in connection with such fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to the Affiliate any amounts already received by the Affiliate which can be shown to have been generated by fraud. If we determine, at our sole discretion, that the Affiliate has engaged in any activity forbidden in this Agreement, including without limitation activity that involves Restricted Territories, or that the Affiliate has otherwise breached any of its representations, warranties or undertakings in this Agreement, we may (without prejudice to any other rights or remedies available to us) withhold any amounts due and payable to the Affiliate hereunder, whether or not generated by such forbidden activity or breach and further suspend or terminate the Affiliate’s account at its discretion.
4.8. Intellectual Property Rights. We do not support any kind of content stealing or copying (site scraping) or any breach of any intellectual property rights, and we reserve the right to suspend and if necessary terminate the Affiliate’s account if it is proven that the Affiliate is responsible for using such methods, and/or to transfer the amounts payable to the Affiliate to the original content creator and/or intellectual property rights holder.
This agreement grants no licenses or rights to intellectual property, either directly or indirectly or through third parties. The PARTIES agree for all cases that: i) all the distinctive signs and other forms of intellectual property (including trademarks, symbols, logotypes, advertising signs, slogans, trade names, photographs, images, music, text, and screen designs, et al.) owned or provided by the PARTIES for developing the activities described herein shall remain the sole and exclusive intellectual property of each PARTY that provided it and may not be used for any other purpose at any time by the other PARTY.
4.9. Supporting Documentation. We reserve the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Affiliate and/or those referred to in Section 8 of this Agreement are not promptly provided to it upon request.
4.10. Negative Balance. A negative balance in the Affiliate’s Account means that, in any calendar month, the total bets generated by the Affiliate’s Trackers is less than the total sum of all winnings and bonuses generated on the Affiliate’s Trackers. Any negative balance in Affiliate’s Account will be carried over to subsequent months and will be set-off against the payments due to the Affiliate in subsequent months, until the full negative balance is set-off.
4.11. De-Tracking Of Real Money Players. If a Real Money Player doesn’t place a bet on our Websites for a period of three hundred and sixty-five (365) days, we may, at our sole discretion, de-track that Real Money Player from your Tracker and you will no longer receive Fees on that Real Money Player. That Player can then be assigned to another Affiliate in the event that they return to our site via another Affiliate’s tracker.
4.12. De-Tracking of Other Players. If a Player signs up to play on the Website and does not place a deposit for a period of sixty (60) days, we may, at our sole discretion, de-track that Player from your Tracker and you will not receive fees on that Player. That Player can then be assigned to another Affiliate in the event that they return to our site via another Affiliate’s tracker.
4.13. Taxes. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.
4.14. Disputes. If you disagree with the monthly reports or amount payable, do not accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Fees, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
4.15. Anti-Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to anti-money laundering and/or the proceeds of crime.
5.Term and Termination
5.1. Effective Date. This Agreement shall commence on the date that we notify you that your application to join BC Affiliates has been successful and shall continue until terminated in accordance with this Section 5.
5.2. Immediate Termination by Either Party. Either party may terminate this Agreement immediately by giving written notice if a receiver, examiner or administrator is appointed of the whole or any part of the other party’s assets or the other party is removed from the Register of Companies (or similar register) in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the other party (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement), if you are subject to bankruptcy proceedings, or if you are subject to any similar process or procedure to those described in this Section 5.2 in any part of the world.
5.3. Immediate Termination by Us. We may immediately suspend or terminate this Agreement upon notice to you: (a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by us to remedy same; (b) in accordance with its rights set out in this Agreement; (c) where we suspect the Affiliate or any Players signing up through the Affiliate are engaged in Fraud or are suspected of engaging in Fraud; or (d) where you are in breach of any warranty within this Agreement. We reserve the right to withhold any amounts due to you in such circumstances (whether or not such amounts are generated by the breach).
5.4. Suitability. We may suspend or terminate this Agreement at our discretion immediately upon notice if we consider that you are for any reason unsuitable to be an Affiliate. We shall not be required to disclose its reasoning in connection with any such suspension or termination. Where we disclose our reasons for such suspension or termination, we may withhold and/or terminate any payments that otherwise may have been due to you.
5.5. Termination Without Cause. Either party may terminate this Agreement on delivery of seven (7) days’ prior written notice to the other party.
5.6. No Prejudice of Rights. Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
5.7. Inactive Accounts. If your Account is Inactive, this Agreement and participation in BC Affiliates will be terminated. Where termination occurs, we will notify you that your Fees will be frozen. If we do not receive any response from you within one hundred and eighty (180) days, any funds remaining within your Account will revert to us. In this Section 5.7, “Inactive” means where you have not logged in to your Account within the last 180 days or requested a cash-out of any funds (through a withdrawal or a transfer to a Player’s Account).
5.8. Removal of Content On Termination. Upon termination of this Agreement for any reason, you shall remove all of the Content from your Site and all rights and licences granted to you in this Agreement shall immediately terminate.
5.9. Deduction of Payments. We shall be entitled to deduct from any payments due and payable to you, from any such debts and liabilities due to us, if any.
5.10. No Entitlement to Fees Following Termination. You shall not be entitled to any Fees in respect of revenues generated by Real Money Players following the termination of this Agreement.
6.Fraud and Fraud Traffic
6.1. Fraud Traffic Prohibited. The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. The Affiliate will act at all times to refrain from, immediately stop and not allow any Fraud Traffic or that it believes or should reasonably believe to potentially involve Fraud Traffic, or any act or traffic that we inform the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud Traffic.
6.2. Suspicion of Fraud. In the event that we suspect Fraud, we reserve the right to place restrictions on the Affiliate’s account including but not limited to suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation. The Affiliate hereby gives the Company its authorisation to inform the appropriate authorities or third parties of such an incident and only once we are satisfied that the matter is resolved shall it remove any restrictions on the Affiliate’s account.
7.1. No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO BC AFFILIATES, OUR WEBSITES, OR ANY CONTENT, PRODUCTS OR FACILITIES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
7.2. Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Tracker certain Real Money Players, deposits or play patterns or reject the applications of potential Real Money Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
7.3. Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Website other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Site(s) that the dispute relates to over the previous twelve (12) months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party’s liability for death or personal injury arising as a result of that party’s negligence or for fraud.
7.4. Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.
7.5. Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
7.6. Compliance with Local Laws. YOU UNDERSTAND THAT GAMING AND BETTING LAWS MAY VARY ACROSS JURISDICTIONS. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN BC AFFILIATES WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8.Identity Verification and Supporting Documentation
8.1. Identity Verification. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify the Affiliate’s identity through the information provided by the Affiliate and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that we know the true identity of all of our Affiliates. Should we be unable to adequately satisfy ourselves of the Affiliate’s identity, we shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate. For the avoidance of doubt, the Affiliate agrees that we may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with Section 9.1.
8.2. Supporting Documentation. The Affiliate agrees to provide us with any supporting documents requested by it. The Affiliate is aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving licence copy; a copy of a utility bill; a letter of reference from the individual’s bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.
9.1. Use of the Affiliate’s Personal Information
9.1.1. Use of Affiliate’s Personal Information. The Affiliate acknowledges that its personal information (meaning any information about it from which it can be personally identified, such as its name, address, telephone number or email address) may be used by us for the following purposes:
220.127.116.11. to set up and maintain the Affiliate’s Account with us; and for the provision of the services to which this Agreement relates;
18.104.22.168. to comply with relevant regulations regarding the Affiliate’s registration with us, including verifying the information which the Affiliate provides to us;
22.214.171.124. to monitor activities in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and breaches of this Agreement; and to investigate and/or prevent any such activities; to report any such activities to any relevant authorities and/or other online gambling and gaming operators or other online service providers;
126.96.36.199. to keep the Affiliate informed of future events, offers and promotions in relation to its account; and to provide the Affiliate with important information about its account;
188.8.131.52. for any other purpose which is necessary for the performance of our contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to us.
184.108.40.206. the Affiliate hereby consents to the use of its personal information as set out in this Section 9.1 by us, including the disclosure by us to relevant third parties for such purposes, including (without limitation) to:
220.127.116.11.1. identify and/or age verification agencies, and/or credit checking agencies;
18.104.22.168.2. relevant authorities, other online gambling and gaming operators, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions, and the Affiliate hereby agrees to cooperate fully with us in respect of any such investigations of activities which it or any such third party may carry out.
9.2. Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Application (or as subsequently updated by you to us in the event of change), and to us; if unsatisfied with the response, then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
9.3. Press. You may not issue any press release or other communication to the public with respect to this Agreement, our Marks, or your participation in BC Affiliates without our prior written consent, except as required by law or by any legal or regulatory authority.
9.4.1. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this Section shall confer no rights on the purported assignee.
9.4.2. We may assign any of our rights under this Agreement to any member of the Group or transfer all our rights or obligations by novation to any member of the Group.
9.5. Governing Law And Attornment. This Agreement (including any variation or modification thereto) shall be deemed executed in Malta and shall be governed by and construed in accordance with the laws of Malta without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Malta shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this Section shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
9.6. Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
9.7. Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 2.4 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this Section, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
9.8. Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.
9.9. No Waiver by Us. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any subsequent breach of the same or any other provision.