Terms and conditions
Please read these Affiliate Terms and Conditions carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to our Affiliate Programme.
You will be asked to agree to these Affiliate Terms and Conditions before becoming an Affiliate at which point you will have entered into a binding agreement with us. You should print a copy of these Affiliate Terms and Conditions for future reference. We will not file a copy specifically in relation to you.
This Agreement replaces all previous terms and conditions for the Company Affiliate Programme.
The Company shall publish any changes to this Agreement on its website from time to time. Your continued use of the Affiliate Programme following any change in this Agreement will constitute binding acceptance of such changes. If you do not agree to any such changes, you should terminate this Agreement accordance with clause 12.
These Affiliate Terms and Conditions are available in the English language only. If you have any questions or complaints about our Affiliate Programme please contact us by writing to: email@example.com
These Terms & Conditions apply to participants in the Quickthink Affiliate Programme (the "Programme").
In these Terms & Conditions, "Company", "we", "us", and "our" means Bear Group Ltd a company registered in Alderney under number 1908 whose registered office is at Inchalla, Le Val, Alderney GY9 3UL and any relevant Associated Company.
In these Terms & Conditions, "Affiliate", "you" and "your" means the individual or organisation that is applying to become a participant in the Programme and who will accept these Terms & Conditions upon joining the same.
By accepting these Terms & Conditions you agree to be bound by them and shall enter into a binding agreement with us (the "Agreement").
Definitions and interpretation
2. In the Agreement:
2.1 "Acceptance Email"?means an email sent by the us to the Affiliate in accordance with this Agreement confirming that the Affiliate has been accepted into the Affiliate Programme;
2.2 "Advertising codes"?means the UK Code of Non-broadcast Advertising and Direct and Promotional Marketing (CAP Code), the UK Code of Broadcast Advertising (BCAP Code), Gambling industry code for socially responsible advertising which is administered by the Industry Group for Responsible Gambling (IGRG), and any other applicable advertising codes and regulation.
2.3? "Affiliate"?means the person specified as the applicant for our Affiliate Programme on the Registration Form who has been accepted by us as a member of the Affiliate Programme and is in receipt of an Acceptance Email to verify the same.
2.4 "Affiliate Programme"?means the QuickThink affiliate programme as detailed within in the Agreement.
2.5 "Affiliate Website"?means the website or websites owned and operated by the Affiliate and specified by the Affiliate on the Registration Form.
2.6 "Agreement"?means the agreement between the Company and the Affiliate incorporating these Affiliate Terms and Conditions, the Registration Form and the Acceptance Email, and any amendments to it from time to time.
2.7 "Associated Company"?means any company that forms part of the Gaming Realms group.
2.8 "Brand Marks"?means the trademarks and logos of any of the Company Websites as made available to the Affiliate by the Company and as set out more specifically in Schedule 2.
2.9 "Confidential Information"?means all confidential commercial, financial, marketing, business and technical or other data, including know-how, trade secrets, specifications, formulae, processes, business methods, drawings and all other confidential information of whatever nature (whether written, oral or in electronic form) concerning the business and affairs of either party or that either party obtains, receives or has access to as a result of the discussions leading up to, or the entering into, or performance of this Agreement.
2.10 "Commencement Date"?means the date on which acceptance of the Affiliate's application for the Company Affiliate Programme is notified to the Affiliate by the Company.
2.11 "Commission"?means the relevant payment structure available to the Affiliate subject to performance as set out in Schedule 1 or communicated to you from time to time.
2.12 "Data Protection Legislation"?means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation ("GDPR") is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR.
2.13 "Effective Date"?means the date the Agreement comes into force as specified in Clause 2.
2.14 "Good Industry Practice"?means all reasonable care, skill and diligence as may be expected of appropriately qualified and experienced persons with appropriate skill and experience in providing services of a similar scope, type and nature to the Services.
2.15 "Gross Gaming Revenue"?means total Player wagering minus Player winnings (including accrued progressive jackpots) relating to the Company Websites for which the Affiliate has elected to provide the Services.
2.16 "Force Majeure Event"?means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, denial of service attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
2.17 "Intellectual Property Rights"?means all intellectual property rights and interests including: copyrights, patents, database rights and rights in trade marks, designs, know-how, moral rights, database rights, domain names, topography rights and confidential information or any similar rights exercisable in any part of the world (whether registered or unregistered) for the duration of their full terms (including any renewal or extension thereof); and applications for registration and the right to apply for registration, for any of these rights; and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
2.18?"Link"?means a hyperlink (whether in text or in an image or otherwise) from the Affiliate Website to the Company Website enabling the Company to track visitors from the Affiliate Website to the Company Website using its affiliate tracking system, which hyperlink is either: (i) provided or made available to the Affiliate (and not subsequently withdrawn) by or on behalf of the Company; or (ii) created by or on behalf of the Affiliate, which link is approved by the Company in writing in advance.
2.19 "Company Website"?means the websites (or any one of the websites as applicable), and any device specific versions of such website, operated and controlled by the Company as listed in Schedule 2 and any related mobile applications from time to time, plus any other websites notified by the Company to the Affiliate from time to time.
2.20 "Minimum Deposit and Wagering Requirements"?means the minimum deposit and wagering requirements relating to the Company Website, as set out at the Company Website.
2.21 "Net Gaming Revenue"?means Gross Gaming Revenue minus any and all: (a) operating costs (including costs relating to third party platform operators, game operators and any other third party service providers) of the Company Website; (b) payment and card processing fees; (c) funds added to Players' accounts, excluding winnings, to incentivise Players to increase their deposits and/or turnover (including bonus money and loyalty schemes); (d) invalid, fraudulent or disputed card or debit payments, including where a card company or the payment bank has claimed payment back from the Company; (e) applicable taxes; and (f) all payments made by and revenues associated with any Player that at any time makes an invalid, fraudulent or disputed payment.
2.22 "Player"?means a new player on a Company Website who has successfully opened an account in accordance with this Agreement and which player (a) commences his application for such account directly from a Valid Click and (b) has met the Minimum Deposit and Wagering Requirements in respect of the applicable Company Website
2.23 "Prohibited Materials"?means content, works or other materials that constitute, or that the Company reasonably determines constitute: (a) material that breaches any applicable laws, regulations or legally binding codes; (b) material that infringes any third party intellectual property rights or other rights; (c) indecent, violent, obscene, pornographic or lewd material; (d) material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user; (e) computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or (f) spam or unsolicited bulk email.
2.24 "Promotional Content"?means all content promoting the Company Website to Players and potential Players that is(a) made available to the Affiliate (and not subsequently withdrawn) by the Company; and (b) created by or on behalf of the Affiliate, which content is approved by the Company in writing in advance.
2.25 "Registration Form"?means the form on the Company Website enabling users to apply to become Affiliates.
2.26?"Term"?means the term of the Agreement, which commences on the Commencement Date and continues until this Agreement is terminated in accordance with clause 12.
2.27 "Valid Click"?means a click on a Link on an Affiliate Website that results in the Company Website being viewable to the relevant end user, as recorded by the Company's systems
In this Agreement: a reference to a statute or statutory provision includes a reference to: that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision; a reference to a person shall be deemed to include natural persons and their personal representatives, successors and permitted assigns, companies and other bodies corporate, unincorporated associations, partnerships, firms and government bodies, governments, states and any other organisations (whether or not in each case having separate legal personality); a reference to in writing or written shall include email; and the Clause headings do not affect the interpretation of the Agreement.
The terms "including", "include" and "in particular" are to be construed without limiting the words that precede them.
3. The Agreement
3.1??In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form.
3.2?The Agreement will come into force if and when the Company approves the Affiliate's application to join the Affiliate Programme following the submission of a completed Registration Form by the Affiliate and any other documentation as required by the Company at its sole discretion.
3.3?The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 12.
3.4?By entering into this Agreement, the Affiliate agrees to provide the Services (as defined below) to the Company.
3.5?The Affiliate acknowledges that Regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not apply to this Agreement.
4.1?The Affiliate shall:
4.1.1?subject to the provisions of these terms and conditions relating to misleading clicks, post links for the Company Websites selected by the Affiliate on the Affiliate's website and will maintain at least one link on the Affiliate Website during the Term; and otherwise promote the Company Websites, subject to and in accordance with the terms of this Agreement (the "Services").
4.1.2?ensure that it shall always use the most up-to-date Links made available or approved by the Company from time to time;
4.1.3?If the Company requests any change to the Affiliate's use and positioning of the Links from time to time, promptly comply with such request;
4.1.4?only place Links on websites set out in the Affiliate's Registration From. Placement of Links by the Affiliate on any other websites may only occur with the Company's prior written consent;
4.1.5?The Affiliate will be granted access to an Affiliate control panel on the Company Website during the Term, from which the Affiliate will be able to: alter the Affiliate's account details and preferences; access analytics information relating to the Affiliate's performance; and download code to use as Links.
5.1?The Affiliate shall:
5.1.1?provide the Services in accordance with Good Industry Practice including the Advertising Codes and any other applicable provision of gambling legislation including, amongst others, the UK Gambling Commissions LCCP;
5.1.2?meet and maintain all registration requirements;
5.1.3?be at least 18 years of age;
5.1.4?ensure that its website is not confusingly similar with the look and feel of the Company Websites;
5.1.5?comply with Data Protection Legislation;
5.1.6?clearly include the header of the applicable Company Website in the email (incorporating the Brand Marks); and
5.1.7?provide the Company with: such co-operation as is required by the Company (acting reasonably) in connection with the Affiliate Programme and all information and documents required by the Company (acting reasonably) in connection with the Affiliate Programme;
5.1.8?promptly provide to the Company such information as the Company may reasonably require to enable monitoring of the Affiliate's compliance with the terms of this Agreement;
5.1.9?be responsible for maintaining the confidentiality of its email, password and all usage and activity on its account, including use of the account by a third party authorised by the Affiliate to use its account; and
5.1.10 notify the Company by email at firstname.lastname@example.org of any known or suspected unauthorised uses of its account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of its email and/or password.
5.2?The Affiliate shall not:
5.3?include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;
5.4?include any marketing material on the Affiliate Website likely to appeal to children;
5.5?market the Affiliate Website or any Company Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods. Any form of spam sent or alleged to have been sent by or on behalf of the Affiliate may, at the Company's sole discretion, result in the Affiliate's registration being closed and all funds due being withheld. The Company may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at the Company's sole discretion, be deducted from the Affiliate's Commission. Should these expenses not be covered by the Affiliate's Commission in that month, the Affiliate hereby agrees to indemnify and hold harmless the Company and members of the Company's Group from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred or awarded against the Company or any members of the Company's Group due to or in connection with any breach by the Affiliate of this clause;
5.6?increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method;
5.7?provide the information of another person with the intention of impersonating that person or deceiving the Company or other Affiliates as to its true identity;
5.8?drive pay-per-click traffic to the Company Website or another Affiliate's website, including via any search engine, directory or online database by bidding on search terms, key words or other identifiers related to a Company Website;
5.9?use any promotional content or hyperlinks other than approved Promotional Content or Links in relation to the Company Website;
5.10?send any promotional offers relating to the Company Website to recipients under the age of 18 or such higher age as may apply in specific jurisdictions in relation to gaming laws;
5.11?deliberately market to individuals located in any territory from which the Company does not accept players;
5.12?send any promotional offers relating to the Company Website to people who have not willingly submitted their email address and given explicit consent to the Affiliate to receive promotional and marketing material;
5.13?send any promotional offers relating to the Company Website to people who have entered into a voluntary self-exclusion from gambling websites by using the GamStop service;
5.14?Use "pop up" or "pop unders" mechanism to send traffic to the Affiliate Programme;
5.15?The Affiliate will not take any action in connection with the Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Company and/or the Company Website; and
5.16?be a cashback or incentive websites unless it has obtained the Company's prior written approval.
6. Intellectual Property Rights
6.1?Subject to the Affiliate's compliance with the terms of this Agreement, the Company hereby grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce the Links electronically and to publish the Links on the Affiliate Website for the purpose of performing the Services.
6.2?The Affiliate shall use the Links at all times in accordance with any and all brand guidelines in respect of the Company Website(s) as provided to the Affiliate by the Company from time to time and in accordance with the terms of this Agreement.
6.3?The Company Websites are provided on as "as is" basis and accordingly the Company does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.
6.4?The Affiliate shall not make any alteration to or modification of any of the Links or Brand Marks without the prior written consent of the Company and/or its licensors (as applicable).
6.5?The Affiliate acknowledges and agrees that, other than in accordance with the licences granted to it pursuant to this clause 5:
6.5.1?it neither has nor obtains any right, title or interest in the Intellectual Property Rights of the Company or its Licensors (including but not limited to the Company Website, Brand Marks and the Links); and
6.5.2?all right, title and interest (including goodwill) arising from the Affiliate's use of the Company's or its licensors' Intellectual Property Rights will vest in the Company or its licensors (as applicable).
6.6?The Affiliate shall not do, cause or authorise to be done, anything which in the Company's reasonable opinion will or may in any way impair, damage or be detrimental or otherwise adversely affect the reputation or goodwill associated with the Company, the Brand Marks, or the Intellectual Property Rights vested in the Company (or its licensors) or any Associated Companies (or any of their respective licensors). The Affiliate shall not use the Intellectual Property Rights of the Company (or its licensors) or any Associated Companies (or any of their respective licensors) in any manner likely to cause harm to the validity of those Intellectual Property Rights.
7.?Payments and Commission
7.1?In consideration of performance of the Services, the Company will pay to the Affiliate the Commission.
7.2?This clause may be varied by agreement between the Company and the Affiliate from time to time and any payment terms set out in writing and signed by both parties with the intention of varying these terms shall take precedence in the event of any conflict.
7.3?The Company will track Valid Clicks, Sign Up's and First Time Depositor activity for the purpose of calculating your Commission and set this out in a report and only the Company's tracking functionality will be considered for this purpose. The form of the report will be as featured in your control panel and may vary from time to time at our sole discretion. The Company may remove reporting columns at its sole discretion if these are not required to calculate Commission. The report will detail the number of new Players and the total amount due to you after any deductions we are entitled to make under this Agreement. The Company will provide the Affiliate with a statement based on this report setting out, in relation to each calendar month, Commission per Company Website payable by the Company to the Affiliate in accordance with this Agreement.
7.4?The Company will account to the Affiliate for all Payments due, in respect of a calendar month, within 60 days of the end of the calendar month, unless the amount due is less than 100, in which case the Payments may be held over to the next accounting date.
7.5?If the Affiliate is registered for VAT in the European Union then: (a) all Payments amounts stated in or in relation to the Agreement or on the Company Website are stated inclusive of VAT payable by the Company to the Affiliate; (b) the Affiliate is solely responsible for accounting for such VAT to the relevant tax authorities; and (c) the Affiliate must provide to the Company within 30 days following the making of a Payment under this Clause 6 a valid VAT receipt in respect of such Payment.
7.6?If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.
7.7?Payments to the Affiliate will be made in UK Pounds Sterling by Skrill, Neteller or bank transfer.
7.8?Payment of Commission shall be either by UK wire transfer, Skrill or Neteller as specifically agreed between the Company and the Affiliate.
7.9?The Company reserves the right to charge to the Affiliate any payment processing fees imposed by certain payment providers at its sole discretion.
7.10?No Payments will be due in respect of:
7.10.1 any visits to or actions upon the Company Website made by or on behalf the Affiliate; any parent undertaking or subsidiary of the Affiliate; any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; or any natural person related to any of the above;
7.10.2 any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; or
7.10.3 any payments on the Company Website which are subsequently cancelled, refunded, reversed, or charged-back; or
7.10.4 any Player who already has an account on the Company Website, and the Company will be entitled to require repayment of Payments made as a result of such visits, actions and purchases. For the avoidance of doubt, the Company may withhold payment of Commission if it has reasonable grounds to believe that the Affiliate has breached any term of this Agreement or has acted dishonestly. The Company may also withhold payment of Commission when it has reasonable grounds to believe that the payment of such Commission may cause the Company or the Affiliate to be in breach of any applicable laws, rules or regulations in any jurisdiction.
7.10.5 any player who is otherwise judged by the Company at its sole discretion to be deliberately abusing or attempting to abuse bonus and promotional schemes or otherwise acting in bad faith and contrary to site rules. The Affiliate agrees to promptly repay to the Company on demand any monies already paid to it arising from any of the circumstances in this clause together with all reasonable legal costs and other expenses incurred by the Company in investigating the matter and recovering any losses it has suffered.
7.11?If the Affiliate shall be deemed to have accepted the Company's calculation of Commission?if the Affiliate does not raise a dispute within 45 days of the payment date and except in the case of manifest error or fraud, the Company's calculation of Commission shall be final.
7.12?Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.
8.1?Each party warrants to the other party:
8.1.1?that it has the legal right and authority to enter into and perform its obligations under the Agreement;
8.1.2?that it will perform its obligations under the Agreement with reasonable care and skill; and
8.1.3?that it has and will retain throughout the Term all right, title and authority to grant to the other party the rights and licences granted in this Agreement.
8.2?All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause 9, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
8.3?The Affiliate warrants, represents and undertakes (as applicable) that its website(s) and any content thereon:
8.3.1?is not aimed at children or anyone under the age of 18;
8.3.2?does not contain any Prohibited Material;
8.3.3?does not infringe the rights (including the Intellectual Property Rights) of any third party;
8.3.4?will not threaten the regulatory compliance of the Company or otherwise result in the company being in breach of any applicable legislation, regulation or codes including, but not limited to, the UK Gambling Commission's Licence conditions and codes of practice (the LCCP); and
8.3.5?is solely owned by the Affiliate.
8.4?The Affiliate warrants, represents and undertakes (as applicable) that:
8.4.1?it will comply at all times with any brand guidelines made available to the Affiliate by the Company from time to time for any Company Websites for which the Affiliate provides services from time to time;
8.4.2?it has obtained and will maintain all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement;
8.4.3?it will not make any application to register any trade or service mark, business name, company name or domain name which contains or is similar to any intellectual property of the Company or a Company Website;
8.4.4?it will perform its obligations under this Agreement in accordance with Good Industry Practice and industry codes;
8.4.5?it will not make, and it will procure that none of its employees make, any defamatory or derogatory statements about, or take part in any activities which are or might reasonably be perceived to be derogatory or detrimental to the reputation of the Company Websites, the Company or any of its Associated Companies;
8.4.6?it will comply with all laws including Data Protection Legislation;
8.4.7?it will not intercept or complete any registration form submitted by Players or potential Players to the Company (and/or any other communications between any such persons and the Company);
8.4.8?it will not actively target persons under the age of 18 or persons located in any jurisdiction where gambling or the promotion of gambling is unlawful;
8.4.9?it will comply with all relevant online and mobile advertising laws and codes;
8.4.10 it will not intercept, redirect or otherwise interfere with traffic from any other Company affiliate website; and
8.4.11 all information it submits to the Company on the Registration Form and in all other communications between the parties is complete and accurate.
8.5?In relation to marketing emails, the Affiliate will ensure that it complies with all applicable legislation and shall only send emails to persons who have explicitly consented to receive them. All marketing communications will contain clear information about the identity of the Affiliate and shall provide details of how the recipient can unsubscribe.
8.6?The Company provides the Company Websites on an "as available" basis, without warranties of any kind express or implied, including warranties of the ability and fitness for a particular purpose of the Company Websites, unless such warranties are legally incapable of exclusion. The Company does not guarantee that:
8.6.1?the Company Website will be uninterrupted or error-free;
8.6.2?there are no viruses or other harmful components on or in the Company Websites;
8.6.3?defects on or in the Company Website will be corrected;
8.6.4?the security methods employed on or in the Company Websites will be sufficient; or
8.6.5?any content on the Company Website(s) is correct, accurate, or reliable.
8.7?The Company reserves the right to discontinue, withdraw, terminate or modify the Company Website(s) included in the Affiliate Programme or any part thereof at any time without notice or further liability to the Affiliate.
Without prejudice to the Company's other rights or remedies under this Agreement, the Affiliate will fully indemnify and keep indemnified the Company, the Company's Associated Companies, affiliates, employees, officers and directors ("Agents") from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against the Company or any of its Agents due to or in connection with any breach by the Affiliate of any provision of this Agreement.
10.?Limitations and exclusions of liability
10.1?Nothing in this Agreement shall exclude or limit either party's liability for:
10.1.1 death or personal injury resulting from its negligence or the negligence of its employees or agents;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 limit any liability of a party in any way that is not permitted under applicable law; or
10.1.4 exclude any liability of a party that may not be excluded under applicable law.
10.2?The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Agreement:
10.2.1 are subject to Clause 10.1; and
10.2.2 govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
10.3?Neither the Company nor any of its Agents or Associated Companies shall be liable to the Affiliate or to any third party in contract, tort (including negligence) or howsoever arising for:
10.3.1 any special, indirect or consequential loss or damage;
10.3.2 loss of revenues, profits, contracts, use, production, business or anticipated savings;
10.3.3 loss of goodwill or reputation;
10.3.4 loss of commercial opportunities;
10.3.5 any loss or corruption of any data, database or software;
10.3.6 any losses arising out of a Force Majeure Event, whether or not such losses were within the contemplation of the parties at the date of this Agreement.
10.4?The Company's total aggregate liability to the Affiliate in relation to any event or series of related events will not exceed the total amount paid and payable by the Company to the Affiliate under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.
10.5?The Company shall not be liable to the Affiliate for any losses of the Affiliate whatsoever arising from the non-availability, lack of functionality or loss of use of the Company Website.
11.1?Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisors or as may be required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any Confidential Information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in the future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any Confidential Information concerning such matters.
11.2?Notwithstanding clause 11.1, the Company shall be entitled to disclose Confidential Information relating to the Affiliate to third party complainants or their professional advisers, if the Company believes, it its sole discretion, or a third party alleges, that an Affiliate:
11.2.1 has infringed the rights of the Company or any third party;
11.2.2 is in breach of any applicable law or regulatory requirement; or
11.2.3 has sent or caused to be sent any form of spam.
12.?Force Majeure Events
12.1?Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
12.2?A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.
12.3?The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
13.1?This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with this clause 13.
13.2?Either party may terminate the Agreement immediately at any time by giving written notice to the other party, which may be by post or by email. For the avoidance of doubt and without prejudice to the generality of the foregoing, the Company may elect to terminate this Agreement immediately by cancelling the Affiliate's account on the Company Website or by giving written notice to the Affiliate if the Affiliate:
13.2.1 commits any breach of any term of the Agreement;
13.2.2 publishes or operates a promotion that is harmful, inappropriate or aimed at undesirable countries;
13.2.3 sends or causes to be sent (or is alleged to have sent) any form of spam;
13.2.4 breaches, or causes the Company to breach, any applicable gambling and advertising law, regulation or code of practice;
13.2.5 otherwise, and at the sole discretion of the Company, behaves in a way that may threaten the regulatory compliance of the Company;
13.2.6 becomes insolvent or bankrupt or enters into any insolvency or bankruptcy process or procedure;?or
13.2.7 if the Affiliate dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.
14.?Effects of termination
14.1.1 the Affiliate shall no longer be entitled to access the Company Website.
14.1.2 the Affiliate must remove and cease to use and/or distribute (in any way) all of the Brand Marks, all Promotional Content and disable all Links;
14.1.3 all rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and
14.1.4 within 5 working days of termination of this Agreement, the Affiliate must immediately return to the Company or destroy at its request all the property in the Affiliate's possession or under its control that belongs to the Company or its Associated Companies or any of its licensors.
14.2?If the Company terminates this Agreement, it retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs.
14.3?The Affiliate will not be entitled to Commission with respect to Players registered on or after the date of termination of this Agreement.
14.4?If the Company continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
15.1?Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent email, for the attention of the relevant person, and to the relevant address or email address specified on the Registration Form (in the case of the Affiliate) or to email@example.com (in the case of the Company) (or as notified by one party to the other in accordance with this Clause).
15.2?A notice will be deemed to have been received at the relevant time set out below:
15.2.1 where the notice is delivered personally, at the time of delivery;
15.2.2 where the notice sent by recorded signed-for post, 48 hours after posting; and
15.2.3 where the notice sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
15.3?No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
15.4?If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
15.5?Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the parties.
15.6?The Agreement may be varied by the Company posting a new version of the Agreement on the Company Website and/or notifying the Affiliate in writing that the Agreement has been varied. The Affiliate's continued participation in the Affiliate Programme after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement.
15.7?The Affiliate hereby agrees that the Company may freely assign any or all of its rights and/or obligations under the Agreement to any successor to all or substantial part of the business of the Company from time to time. The Affiliate may not without the prior written consent of the Company assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any of its rights or obligations under the Agreement.
15.8?The Company reserves the right to suspend or discontinue any aspect of the Affiliate Programme at any time.
15.9?This Agreement is for commercial use only, and neither the Affiliate nor its employees, or their family members, friends or associates may make purchases, directly or indirectly, through the Links for its or their own personal use or to fraudulently increase the Affiliate's Commission.
15.10?Affiliates will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage to the Company. In such circumstances the Company reserves the right to withhold any Commission due to the Affiliate if Company has reasonable cause to believe that such traffic has been caused with the Affiliate's knowledge.
15.11?Except in so far as expressly provided in this Agreement, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
15.12?Save as provided for in clause 9, the Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
15.13?This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause 9.1, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.
15.14?This Agreement will be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with it.
16. Data Processing
16.1?In this Clause 16 and in these terms "personal data", "data subject", "data controller", "data processor", and "personal data breach" shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation ("GDPR").
16.2?Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 16 and this Agreement shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
16.3?Where you supply the Company with personal information the Company shall process the information in accordance with this clause.
SCHEDULE 1: COMMISSION
Affiliates may be eligible for the percentage of Affiliate Revenue Share set out in the below table for each Referred Player per brand in each month during the term of this Agreement or for up to a maximum of 2 years from the date of the referral of the Referred Player (whichever period is shorter):
0.?The X Factor Games - thexfactorgames.com
1.?Britain's Got Talent Games - bgtgames.com
2.?Spin Genie - spingenie.com
3.?Pocket Fruity - pocketfruity.com
4.?Slingo - slingo.com
?Deal Or No Deal Casino - dealornodealcasino.com