This Affiliate Agreement (''Agreement'') contains the complete terms and
conditions between you and, as appropriate Netbet CC, trading as Sportingbet
South Africa. This agreement includes all terms and conditions regarding your
application and, if approved, subsequent participation in the Affiliate
Program.
1. GENERAL DEFINITIONS
AND INTERPRETATIONS
1.1 In
completing the Affiliate Sign-up Form, and, subsequently marketing and
referring new Customers to any website owned, operated or powered by a member
of the Sportingbet Group which on the Affiliate Sign up Form you elect to
promote (''Our Website''), you agree to be bound by all the terms and
conditions set out in this agreement.
1.2 In
this Agreement unless the context otherwise requires: ''Affiliate Sign up
Form'' means the form which you complete and submit to become a Sportingbet
affiliate; ''Banners'' means display banners taking the form of hyperlinks
which appear on Website pages; ''Confidential Information'' means all
information about us which is not publicly known and that is disclosed (by
whatever means) by us to you; ''Net Revenue'' means the following:
1. in
relation to sports betting, the figure resulting from the calculation of the
betting revenues generated by New Customers actually received by us less the
winnings, less any credits, bonus or promotional amounts given to New Customers,
administration percentage fees, processing charges, chargebacks or any
uncollectible revenue attributable to the New Customers; ''Intellectual
Property Rights'' means any and all patents, trade marks, service marks, rights
in designs (including semi-conductor topography design rights and circuit
layout rights), get-up, trade, business or domain names, goodwill associated
with the foregoing, e-mail address names, copyright including rights in
computer software (in both source and object code) and rights in databases (in
each case whether registered or not and any applications to register and rights
to apply for registration of any of the foregoing), rights in inventions and
web-formatting scripts (including HTML and XML scripts), know-how, trade
secrets and other intellectual property rights which may now or in the future
subsist in any part of the world including all rights of reversion and the
right to sue for and recover damages for past infringements; ''New
Customers'' means Customers who have no prior account with Our Website, and we
have no previous record of their personal email address or other details that
we deem to show connection between accounts who through accessing Your Website
are introduced via links to and access Our Website and subsequently (a) open an
account with Our Website and (b) make a deposit and game and/or place bets with
Our Website either at the time of introduction or at any time thereafter
PROVIDED THAT such an account is opened within thirty (30) days of accessing
Our Website through the links, with item (b) of this definition being a “Funded
Sign-Up” for the purposes of this Agreement; ''Sportingbet Group'' means
Sportingbet Plc and all of the subsidiary undertakings of Sportingbet plc,
Joint Ventures and White Labels; and ''Your Website'' the website which
you notify to us on the Affiliate Sign up Form.
2. PROGRAM APPLICATION
AND ENROLMENT
2.1
We will evaluate your application and notify you of your acceptance. We may
reject your application if we determine that Your Website is not suitable for
the Affiliate Program for any reason.
2.2 Identity and Disclosure. You
must provide true and complete information to us at all times; including but
not limited to, your identity, contact information, payment instructions,
nationality, residency, location and nature of your marketing activities, and
any other information that we may request.
3. MARKETING ACTIVITIES
AND RESPONSIBILITIES, PAY PER CLICK AND OTHER AFFILIATE OBLIGATIONS
3.1
Solely at your own cost and expense, you shall market to and refer potential
Members to Our Website and you shall also promote the brand or brands of the
Sportingbet Group on Your Website, promotions and marketing campaigns. You
shall consistently provide us each month during the term of this Agreement with
a number of Funded Sign-Up’s, to be determined by us, acting reasonably. You
will be solely responsible for the content and manner of your marketing
activities. You will not actively target your marketing to minors, including
any persons who are less than 18 years of age regardless of the age of majority
in the location you are marketing. Additionally you will not market Our Website
to any persons resident in the USA or refer potential members who are United
States Citizens to our products.
3.2 We will make available to you, by way
of non-exclusive, non-transferable, terminable on demand license, Banner
advertisements, button links, text links, and other links as determined by us
which shall all link to Our Website (collectively referred to hereinafter as a
''Link''), which you may display on Your Website. The use of the Links is the
only method by which you may advertise Our Website. You shall not commercialise
the Links other than on Your Website, display data from the Links via any
electronically accessible medium other than Your Website without our express
written consent or use the Links in any way which proves or is likely to prove
detrimental to us.
3.3 You may not advertise Our Website in any other way
including, without limitation, the use of spam e-mails. If we find that you
have participated in such activities, we have the right to close your account
immediately and withhold all earnings.
3.4 You may not in any way
whatsoever solicit, or try to solicit the program using the chat feature
anywhere on Our Website. In the event that we find this to be the case, we have
the right to cancel your participation in the program immediately, and withhold
all your earnings.
3.5 In the event that you desire to offer certain
incentives to potential New Customers you are required to receive our prior
written approval for such incentives prior to your commencement of such
activity. In the event that you do not receive such approval and offer such
incentives, we have the right to cancel your participation in the program, and
not pay you any owed commissions. You will only use the Banners Links and any
other marketing materials that have been provided by us and/or pre-approved by
us (collectively the ''Marketing Materials''). Any promotion of unauthorised
bonus codes will result in revenues received with these bonus codes being
deducted from your monthly commissions. During the term of this Agreement, we
grant you a terminable, non-exclusive, non-transferable right to use the
Marketing Materials we provide for the sole purpose of marketing to and
referring potential New Customers to Our Website. Generally we will provide
you, without charge, the guidelines, graphical artwork and permitted text to
use in promotional materials.
3.6 Marketing Activities and
Responsibilities, Pay Per Click, Search Engine Optimisation, and Other
Affiliate Obligations.When employing a Pay Per Click or Search Engine
Optimisation strategy for any search engine you shall adhere to the following
obligations: (a) You shall NOT bid on the brand or brands of the
Sportingbet Group such as:
• Sportingbet.com;
• Miapuesta.com;
• Paradisepoker.com;
• Superbahis.com;
• Vistabet.com;
and
• Any of the above including www as a prefix; and
• All
mis-spellings and variations of any of the above.
• Any variations in
country code top level domains (i.e. .pl .cz .bg .no) of any of the
above.
(b) You MAY bid on the term ''sporting bet'' (space). But you MAY
NOT appear above Sportingbet’s own PPC advert.
(c) If bidding on
''sporting bet'' and linking to the site you must NOT use keyword insertion for
the brand to appear as the adtitle.
(d) You must NOT display the brand or
brands name of the Sportingbet Group in your display URL.
(e) You must NOT
use the brand or brands name of the Sportingbet Group, or claim to be the
official site of, in your meta information on any page of your site.
(f)
You must NOT use the brand or brands name or misspelling or variation of the
Sportingbet Group sites in your display URL.
(g) You must NOT use the
creative messaging from the brand or brands name of the Sportingbet Group own
pay per click activity.
(h) You must NOT claim to be the official
Sportingbet Group site, or frame or replicate any of the Sportingbet Group
sites.
(i) You MAY use ''Sportingbet'' or the brand or brands name of the
Sportingbet Group within ad copy but NOT within your ad title.
(j) If
wishing to bid on generic terms you must NOT directly link to the site and must
have your own landing page or website.
(k) You MAY include ''Sportingbet''
or brands name of the Sportingbet Group in the sub domain of the display URL's
within Search Engine Adverts e.g. www.sportingbet.affiliatesite.com
(l)
You MAY include ''Sportingbet'' or brands name of the Sportingbet Group in the
sub folders of the display URL's in your Search Engine Adverts e.g.
www.affiliatesite.com/sportingbet.
(m) You MAY NOT use meta refreshes to
redirect traffic from your PPC advert
(n) You MUST use no follows on all
links taking customers from your site to Sportingbet’s or to the brands name of
the Sportingbet Group.
(o) You MAY NOT copy and/or replicate any
Sportingbet code or content on any other website
3.7 You warrant and
undertake that:
(a) You have full authority and capacity and all necessary
permits, consents and licences to enter into this Agreement and the Affiliate
Sign up Form;
(b) You will at all times conduct yourself with all due
skill, care and diligence;
(c) You will comply with any security
guidelines and requirements as may be issued by the Sportingbet Group from time
to time;
(d) All information you provide to us is correct and you will
notify us immediately of any changes;
(e) You have obtained and will
maintain in force all necessary registrations, authorisations, consents and
licences to enable you to fulfil your obligations to us under this Agreement
and you will comply with all applicable laws and regulations;
(f) Your
Website will not contain any material which is defamatory, violent,
pornographic, unlawful, threatening, obscene or racially, ethnically, or
otherwise discriminatory or in breach of any third party rights and shall not
link to any such material;
(g) We may monitor Your Website to ensure you
are complying with the terms of this Agreement and you will provide us with all
data and information (including passwords) to enable us to perform such
monitoring at no cost to us; and
(h) Neither you nor your immediate family
or friends may become New Customers and you shall not be entitled to any
payment under this Agreement in relation to such family or friends. “Immediate
family” for the purposes of this clause shall mean your spouse, parent,
partner, child or sibling.
(i) When informed via email, telephone, or fax
of changes to the primary acquisition or any other customer bonus you will
update all website content, banners and other promotional material to correctly
represent the stated changes within 48hours. Any New Customers referred to Our
Website via a link or banner displaying incorrect bonus information after this
period, to determined in each case by us, acting reasonably, can be untagged
from your affiliate tracking code and no commissions will be paid.
(j)
Comply with the Affiliate Code of Practice.
3.8 You will not
actively promote Sportingbet in Italy, France and the French Overseas
Departments, Norway, The Netherlands, Israel, or U.S. or target New Customers
based in Italy, France and the French Overseas Departments, Norway, The
Netherlands, Israel, or U.S. In the event that we find this to be the case, we
have the right to terminate your participation in the programme and withhold
all earnings with immediate effect.
3.9 Affiliate Code of Practice The
Group wishes to conduct its business lawfully. It requires its affiliate
operators to do the same and as a consequence the Group will not ask any
affiliates to conduct any activity which may be construed as unlawful or which
may put the affiliate at immediate risk.
Obligations on an affiliate
The
Group will require all of its affiliates:
(a)To source all databases
legitimately.
(b)To communicate with all data subjects lawfully.
(d)To
comply with the privacy statement of the Group as set out on the Group’s
website (www.sportingbet.com).
(e)To ensure that content is not unlawful
and/or that it will not expose any entity disseminating it to legal action.
Affiliate marketing content must not contain or include text or images that may
be reasonably considered to be:
• Obscene.
• Racially
provocative.
• Defamatory.
• Religiously insensitive.
• Have
specific appeal to minors or other categories of vulnerable persons;
• Link
participation to luck, fate or similar;
• Create any superstitions or
religious connection with participating in gambling;
• Make any
association with sexual prowess or similar;
• Is not unreasonably or
unnecessarily provocative or offensive, either generally having regard to local
practices, customs or sensitivities; and
• Does not portray gambling
as taking precedence over normal life.
(f)Not to publish content that may
depend upon consents or approvals of third parties, or the payment of a royalty
or copyright fee for use of data or images unless it has obtained such obtained
consents or approvals, or it has paid the relevant fees.
(g)To regularly
cross refer databases to remove any self excluded end users.
(h)To verify
in so far as possible that data subjects are over 18.
(i)To verify that
sites or distribution environments are not targeted where there is clear appeal
to under 18’s.
4. REPORTS &
PAYMENTS
4.1
We will track the number of New Customers.
4.2 Neither you nor your
relatives are eligible to become New Customers via your Links, and should you
or they do so you will not be eligible to receive the relevant commission. Our
measurements and calculations in relation to the number of New Customers and
the relevant Net Revenue figures shall be the sole and authoritative tool, and
shall not be open to review or appeal.
4.3 We shall pay to you (the
''Affiliate Fees'') a commission, constituting a revenue share payment and/or a
CPA payment, and save as otherwise agreed such commission shall be payable in
accordance with the terms of the Affiliate Sign up Form and to be set out by
us, and shall be payable for a period of 24 months from the date of first
registration of each New Customer.
4.4 Reports. We will track and report
New Customer activity for purposes of calculating your Affiliate Fees.
4.5
Affiliate Fees. All Affiliates shall be paid monthly, in arrears, provided they
reach the minimum commission levels. Any Affiliates who have not reached the
minimum requirements, will have this amount carried forward until such time
that their commission has reached the minimum. All fees will be paid within
thirty (30) days following the end of the calendar month to which they relate.
The minimum amount for commissions to be paid is €20, however, for wire transfers,
this minimum is €500.
4.6 Negative Balances: If the Net Revenue in respect
of any calendar month (or part thereof) shall be zero or a negative figure,
such figure shall not be carried forward to any following calendar month (or
part thereof) and for the avoidance of doubt shall not be offset against the
Net Revenue for any following calendar month (or part thereof). Total Net
Revenue will be calculated on a cumulative basis between all products resulting
in the total Net Revenue derived from the sum of both positive and or negative
Net Revenue from each product for any calendar month (or part thereof).
4.7
Sub-Affiliates. We do not offer sub affiliate commission.
4.8 Method of
Payment. All payments will be due and payable in Euros. Payment will be made by
the method registered on sign up to the account.
4.9 Sportingbet reserves
the right to permanently withhold any commissions that are unable to be paid
within 24 months of becoming due and payable due to a failure by you to provide
correct bank account information.
4.10 Customer Tracking. You
understand and agree that potential New Customers must link through a Tracking
URL in order for you to receive Affiliate Fees in relation to such New
Customers. In no event are we liable for your failure to use the right
Trackers.
4.11 New Customer Verification. Affiliate Fees in relation to
New Customers will be dispatched only following our verification and checks
concerning all New Customers. We have the right to check all commissions for
possible fraud or abuse. If fraud or abuse are considered, we will freeze your
commissions until such time as proven otherwise.
4.12 At any time, for any
reason, we have the right to convert your commission structure from revenue
share to per player cost per acquisition (“CPA”) and vice versa, as we see fit.
We may withdraw a commission option at any time by giving notice to you. You
may request to change your commission option no more than once every calendar
month, which may be accepted or rejected by us in our absolute discretion.
4.13
If you in any way breach any of your obligations to us regarding the provision
to us of Funded Sign-Up’s under clause 3.1, to be determined in each case by
us, acting reasonably, then we shall be entitled to warn you that we are
placing this Agreement under review with a review, or give notice of closure of
your account in accordance with clause 5.2.
4.14 If you in any way
breach any of your other obligations to us under clause 3.1, to be determined
in each case by us, acting reasonably, then we shall be entitled to withhold
any payment that would otherwise have been due to you under this clause 4.
Additional breaching any of your other obligations to us under clause 3.1 may
also lead, to be determined in each case by us, acting reasonably, to the
closure of your account.
5. TERM AND TERMINATION
5.1
Term and Termination. This Agreement will take effect when you complete the
Affiliate Sign-up Form, and will continue until terminated by either Party.
5.2
Either Party may terminate this Agreement at any time, with our without cause,
by giving the other Party 20 days’ written notice of termination, where such
notice may be served via fax or e-mail.
5.3 We may additionally terminate
this Agreement immediately upon notice to you if:
(i) you in any way breach any
of your obligations to us regarding the provision to us of Funded Sign-Up’s
under clause 3.1, to be determined in each case by us, acting reasonably, or
(ii) you in any way breach any of your other obligations to us under clause
3.1, to be determined in each case by us, acting reasonably, or
(iii) you in
any way breach any of your obligations under clause 3.6, to be determined by
us, acting reasonably, or
(iv) in our reasonable opinion you are in breach of
the terms of any applicable advertising code of practice under clause 3.9, or
(v) you breach any other term of this Agreement which, in the case of a breach
capable of remedy, to be determined by us, acting reasonably, has not been
remedied within 48 hours of a notice from us specifying the breach and
requiring its remedy.
5.4 We reserve the right to withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
5.5
Upon the termination of this Agreement for any reason, you will immediately
remove from Your Website all Links and Marketing Materials and any marks, logos
or other Intellectual Property Rights associated with Our Website. All
Intellectual Property Rights in the Links and Marketing Materials belong to us.
5.6
Following the termination of this Agreement and, subject to the terms of this
Agreement, 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.
6. LIABILITIES AND
WARRANTIES
6.1
No Warranties. We do not warrant that our system, network, software or hardware
(or that provided to us by third parties) will be error-free or uninterrupted.
6.2
Liability Limitations. Our obligations under this Agreement do not constitute
personal obligations of the directors, officers, employees or shareholders of
our owners. Any liability arising under this Agreement will be satisfied solely
from the revenues generated hereunder. Our liability is limited to direct
damages, and in no event will we be liable for any 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).
6.3
Indemnification. You will defend, indemnify and hold us and our officers,
directors, employees and representative harmless from and against any and all
liabilities, losses, damages and costs, resulting from or arising from, your
breach of this Agreement.
6.4 You warrant that you have all the requisite
data protection licences or registrations in the relevant jurisdictions to
collect and deal with Your Website visitors' personal information and that you
will obtain the necessary consents from Your Website to enable personal
information and data to be dealt with in accordance with this Agreement. In
particular, but without limitation, you warrant that you will at all times
comply with the provisions of the relevant legislation in the jurisdiction in
which you operate.
6.5 Save as expressly provided in the Agreement, all
warranties, conditions or other terms implied by statute, common law or
otherwise are excluded to the fullest extent permitted by law.
6.6 Nothing
in this agreement shall exclude or limit liability for death or personal injury
resulting from negligence of either party or their servants, agents or
employees. Further, neither party shall be liable to the other for any
indirect, consequential or special damages arising out of or in connection with
the Agreement.
6.7 During the term of this Agreement and after its expiry
or termination, you will not use any Confidential Information for any purpose
other than strictly in pursuance of your rights and obligations under this
Agreement nor shall you disclose any Confidential Information to any person
without our prior written consent. On expiry or termination of this Agreement,
you shall deliver up to us all copies of any Confidential Information in your
possession and destroy copies of all electronically held Confidential
Information if so requested to do so by us.
6.8 You shall not make
any announcement about the existence of this Agreement or any relationship
between us whatsoever without our prior written consent.
7. INDEPENDENT
INVESTIGATION.
7.1
Independent Investigation. You acknowledge that you have read this agreement
and agree to all its terms and conditions.
7.2 Independent Research. You
understand that gambling laws may vary from city to city, state to state and
country to country. You have independently evaluated the laws in your locale
which apply to your activities and believe that you may participate in our
affiliate program without violating any applicable rules or laws.
8. MISCELLANEOUS
8.1
Notices. All notices pertaining to this Agreement will be given by email as
follows: to us at sbaffiliates@sportingbet.com and, to you at address provided
on the Affiliate Sign up Form.
8.2 Relationship of Parties. There is no
relationship of exclusivity, partnership, joint venture, employment, agency or
franchise between you or us under this Agreement. Neither party has the
authority to bind the other nor to incur any obligation on the other's behalf,
except as expressly provided herein. Nothing in this Agreement will be
construed to provide any rights, remedies or benefits to any person or entity
not a party to this Agreement.
8.3 Non-Exclusive. You understands that we
may at any time (directly or indirectly), enter into marketing terms with other
Affiliates on the same or different terms as those provided to you herein and
that such Affiliates may be similar, and even competitive, to you.
8.4
Press. You may not issue any announcement with respect to this Agreement or
your participation in this Affiliate Program without our prior written consent.
8.5
Assignment. This Agreement and the rights and obligations hereunder may not be
assigned by you without our express written consent. We may assign this
agreement to any other wholly owned subsidiary of Sportingbet plc, to any
website owned, operated or powered by a member of the Sportingbet Group.
8.6
Governing Law. The validity of this Agreement, its construction,
interpretation, and enforcement, and the rights of the parties hereto will be
determined under, governed by, and construed in accordance with the laws of
South Africa and the parties submit to the exclusive jurisdiction of South
African Courts.
8.7 Severability/Waiver. 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 provision hereof. No waiver
will be implied from conduct or failure to enforce any rights and must be in
writing to be effective.
8.8 Modification. We may modify any of the terms
of this Agreement at any time, in our sole discretion, by either (i) E-mailing
you a change notice or (ii) by posting the new version of the Agreement on our
Website. It is your responsibility to visit the Website frequently to make sure
you are up to date with the latest version of the Agreement and its provisions.
If any modification is unacceptable to you, your only recourse is to terminate
this agreement. Your continued participation in the Affiliate Program following
posting or notice of change will be deemed binding acceptance of the
modification.
8.9 Entire Agreement. This Agreement embodies the complete
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes and preempts any prior understandings or
agreements between the parties, written or oral, which may be related to the
subject matter hereof. The headings in this Agreement are for convenience only
and will have no effect on the construction of this Agreement.
8.10
A person who is not a party to this agreement has no right to enforce any term
of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the
terms and conditions of this Agreement by submitting the Affiliate Sign Up
Form.