MADABOUT MEDIA LIMITED (“MADABOUT MEDIA”, “WE”, “US” OR “OUR”) PERMITS PARTICIPATION IN ITS AFFILIATE MARKETING PROGRAM (THE “PROGRAM”) ON THE FOLLOWING TERMS AND CONDITIONS. YOU MUST READ THESE TERMS OF SUBSCRIPTION CAREFULLY BEFORE PARTICIPATING IN THE PROGRAM. ONCE ENTERED, YOUR APPLICATION FORM AND THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND MADABOUT MEDIA (THE “AGREEMENT”). BY SUBMITTING YOUR APPLICATION FORM, DOWNLOADING ANY OF OUR MATERIALS, LINKING TO OUR WEBSITE, PARTICIPATING IN THE PROGRAM OR CLICKING THE [“I AGREE”] BUTTON YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT TICK THE BOX AND SHOULD IMMEDIATELY MAKE NO FURTHER USE OF OUR MATERIALS, STOP PARTICIPATING IN THE PROGRAM AND REMOVE ANY LINKS TO OUR WEBSITE.
1.1 The following definitions apply to this Agreement:
AFFILIATE: any person participating in the Program in accordance with these Terms and Conditions or otherwise as agreed with Madabout Media.
AFFILIATE PANEL: the intranet used by Madabout Media to administer the Program and by Affiliates to participate in the Program.
AGREEMENT: the Application Form and these Terms and Conditions.
APPLICABLE LAW: all applicable law and regulation, including the Data Protection Act 1998, Consumer Protection (Distance Selling) Regulations 2000, the Electronic Commerce (EC Directive) Regulations 2002, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Broadcast and Non-Broadcast CAP Codes and any rules, guidance or instructions issued by the Information Commissioner’s Office, the Advertising Standards Authority, the Office of Fair Trading or the Gambling Commission.
APPLICATION FORM: the website application form completed by you in application for participation in the Program, and to which these Terms and Conditions are attached.
COMMISSION: has the meaning set out in clause 8.
INTELLECTUAL PROPERTY RIGHTS: all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
LINKS: a hypertext reference link to Our Website.
MATERIALS: the marketing materials (including banners, text and images), which we provide or make available to you from time to time.
NET REVENUE: in respect of each period of play by each Referred Player, the value of the opening balance of that Referred Player’s account, less: any funds transferred out; the closing balance of that Referred Player’s account; free bets; bonuses; returned transactions and chargebacks; fees payable to third parties; jackpot insurance; other fair value adjustments; licence fees; payment costs; taxes; duties; bad debts; and losses due to fraud.
OUR WEBSITE: the website at www.madaboutaffiliates.com.
PLAYER: a person who we permit to open an account on Our Website and play games on Our Website for money.
REFERRED PLAYER: a Player who has been referred to Our Website by following a Link from Your Website.
RESTRICTED TERRITORIES: Algeria, Angola, Armenia, Azerbaijan, Bangladesh, Belgium, Belize, Benin, Bosnia and Herzegovina, Botswana, Brunei Darussalam, Burundi, Cambodia, Cameroon, Central African Republic, China, Colombia, Congo, The Democratic Republic of the Congo, Cyprus, Cuba, Denmark, Djibouti, Egypt, Eritrea, Ethiopia, France, Gabon, Gambia, Ghana, Greece, Haiti, Israel, Italy, Islamic Republic of Iran, Jamaica, Jordan, Kenya, Kyrgyzstan, Latvia, Lebanon, Liberia, Libyan Arab Jamahiriya, Lithuania, Malawi, Mongolia, Montenegro, Morocco, Mozambique, Myanmar, Namibia, Nepal, Nigeria, Oman, Pakistan, Philippines, Senegal, Serbia, Slovakia, South Africa, Spain, Sri Lanka, Sudan, Suriname, Swaziland, Syrian Arab Republic, Taiwan, Province Of China, Tajikistan, Thailand, Tokelau, Trinidad And Tobago, Tunisia, Turkmenistan, Uganda, Ukraine, United States, Uzbekistan, Vietnam, Virgin Islands, Yemen, Zambia and any other territories which we notify to you.
SUB AFFILIATES: any Affiliate, which you introduce to the Program in accordance with this Agreement.
YOUR WEBSITE: any websites, apps or emails operated by you, which contain a Link.
1.2 A “PERSON” includes a natural person, corporate or unincorporated body.
1.3 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.4 The words “INCLUDE” and “INCLUDING” (or similar) shall be deemed to have the words “WITHOUT LIMITATION” after them.
2.JOINING THE PROGRAM
2.1 You participation in the Program is subject to our approval. If we reject your Application Form, this Agreement will immediately terminate. If rejected, you may resubmit a revised Application Form.
2.2 If your Application Form is accepted, this Agreement will remain in force.
2.3 We may amend the terms of this Agreement on notice to you (including by notice posted on Our Website or on the Affiliate Panel). Your continued participation in the Program (including by the non-removal of Links) shall constitute your agreement such amendment.
2.4 You must keep your password confidential. We are not liable for any losses or damage suffered by you due the disclosure or discovery of your password. We are entitled to assume that any use of your account is made by you.
3.LICENCE OF MATERIALS
We grant you a non-exclusive, non-sublicensable, non-transferrable, worldwide, revocable, royalty free licence for you to use the Materials on Your Website to refer Players to Our Website in accordance with the terms of this Agreement.
4.1 We will use all reasonable endeavours to:
4.1.1 register and track any Referred Players;
4.1.2 track any Referred Player’s use of Our Website, including the amount of their winnings and losses; and
4.1.3 provide access to the Affiliate Panel.
4.2 We may prevent any person from playing games on Our Website and close any person’s user account at any time and for any reason, and we may impose any conditions or restrictions we consider appropriate any person’s use of Our Website.
4.3 We will pay any Commissions not subject of a bona fide dispute in accordance with the terms of this Agreement.
5.1 You will:
5.1.1 use reasonable endeavours to refer Players to Our Website;
5.1.2 only use the Materials to refer Players to Our Website or otherwise promote Our Website;
5.1.3 keep Materials up to date;
5.1.4 properly maintain and keep up to date any Links on Your Website;
5.1.5 remove any Materials or Links on Your Website as soon as practicable following any request from us to do so;
5.1.6 not alter or change any Materials in any way; and
5.1.7 return any Commission paid to you in error.
6.1 You will comply with:
6.1.1 any codes of conduct we issue from time to time; and
6.1.2 all Applicable Law.
6.2 You will not promote Our Website in any of the Restricted Territories and you will block access to Your Website from any IP addresses in any Restricted Territories.
6.3 You will not use :
6.3.1 spam or unsolicited email, domain name squatting, brand bidding (including by any use of our trade marks in any keyword or metatag);
6.3.3 robots (other than hyperlink checkers), software emulation, forced clicks, automatic openings of websites, automatic cookie dropping or “cookie stuffing‟; or
6.3.4 hacking, computer viruses, spyware, adware, malware or malicious software code.
6.4 You will not cause or attempt to:
6.4.1 manipulate or subvert the operation of the Program, Our Website or any offers or promotions we make available from time to time (including by acting as a Referred Player or soliciting people connected to you to act as Referred Players);
6.4.2 interfere with any system for tracking Players or for calculating or paying Commission;
6.4.3 receive payments under this Agreement other than bona fide Commissions.
6.5 You are solely responsible for any information or content on Your Website. Your Website will not contain, distribute or promote any information or content which:
6.5.1 infringes any intellectual property rights;
6.5.2 we consider to be:
(a) Libellous or defamatory;
(b) Obscene or pornographic;
(d) Violent or bigoted;
(e) Dishonest or fraudulent;
(f) In violation of any Applicable Law; or
(g) Otherwise objectionable.
6.6 Affiliates, employees, or their Relatives are not eligible to become depositing players via their own affiliate link (you/they can do so by signing up to our casino brands directly)
7.1 You may introduce Sub Affiliates by inviting potential Sub Affiliates to create a Sub Affiliate campaign on the Affiliate Panel and integrate the appropriate tracking.
7.2 You remain jointly liable with any Sub Affiliate for any acts or omissions of that Sub Affiliate.
7.3 We are not liable for the acts or omissions of any Sub Affiliate, including any failure of a Sub Affiliate to properly integrate the appropriate tracking.
8.1 We will pay Commission equal to 35% of Net Revenue derived from Referred Players.
8.2 We will pay additional Commission of 5% of Net Revenue derived from the Players referred by a Sub Affiliate.
8.3 We may withhold any Commission we reasonably suspect to have been generated other than in accordance with this Agreement or any breach of any our terms applicable to the use of Our Website or the playing of any games on Our Website from time to time.
8.4 Subject to clause 8.5, Commission earned in each calendar month will be paid during the last week of the following calendar month should you request payment of Commission using the Affiliate Panel.
8.5 Payments are subject to the total amount of Commission payable being in excess of £100 following the deduction of any negative Commission. Any total Commission earned which is less than £100 will be held to your account. When the total amount of Commission held to your account reaches £100, that Commission will become payable in accordance with clause 8.4.
8.6 Commissions will not be payable in respect of any Referred Player who, for a continuous period of 6 months, does not place any wager on games played on Our Website.
9.1 You agree that we can raise invoices on your behalf for any of the Commissions payable to you during the term of this Agreement. You agree not to raise invoices for any of these Commissions. Invoices will be raised when you request payment of Commission using the Affiliate Panel.
9.2 We will provide a copy of this Agreement to HMRC if they request documentation of our right to issue invoices on your behalf.
9.3 You must notify us immediately if you:
9.3.1 stop being registered for VAT;
9.3.2 transfer your business as a going concern; or
9.3.3 become registered under another VAT number.
9.4 We may engage a third party to issue invoices on your behalf.
10.1 In this clause, “CONFIDENTIAL INFORMATION”: means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information excludes any information which:
10.1.1 is or becomes publicly known other than through a breach of this Agreement;
10.1.2 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 You will hold our Confidential Information in confidence and not make our Confidential Information available to any third party unless:
10.2.1 that third party is subject to an equivalent duty of confidentiality; and
10.2.2 we have given our prior written consent.
10.3 You will not use our Confidential Information for any purpose other than the implementation of this Agreement.
10.4 This clause 10 will survive termination of this Agreement for a period of 5 years.
11.WARRANTIES AND INDEMNITY
11.1 By entering this Agreement, you represent, warrant and undertake that:
11.1.1 you have full power and authority to enter into this Agreement and are acting or your own benefit;
11.1.2 you will perform this Agreement with reasonable skill and care and in accordance with good industry practice;
11.1.3 you are and will be responsible for compliance with all Applicable Law relating to Your Website and the performance of your obligations under this Agreement;
11.1.4 you are solely responsible for and in control of Your Website, including:
(a) its development, maintenance and operation;
(b) any of its content;
(c) any technologies it uses; and
(d) the means by which others can access it;
even if service providers help you to operate Your Website.
11.1.5 any information on Your Website is accurate, up to date, complete and non-misleading;
11.1.6 you own or have the right to use any content on Your Website and none of that content infringes the Intellectual Property Rights of any third party; and
11.1.7 you will not do anything or omit to do anything, which would cause us to be in breach of our own obligations under Applicable Law.
11.2 If you breach any of the terms of this Agreement you will indemnify, defend and hold us harmless, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) that we suffer.
12.1 Capitalised phrases used in this clause 12 have the meanings attributed to them in the Data Protection Act 1998 (the “DPA”).
12.2 You must comply with the DPA. If you act as our Data Processor, you will:
12.2.1 only Process Personal Data in accordance with our explicit instructions;
12.2.2 take appropriate technical and organisational measures against:
(a) The unauthorised or unlawful processing of Personal Data; and
(b) The accidental loss or damage to Personal Data;
as necessary to ensure our compliance with the seventh data protection principle of the DPA; and
12.2.3 notify us immediately if:
(a) You suspect any Personal Data Processed under the Agreement has been lost, destroyed or corrupted, or if you suspect any Personal Data has been Processed in breach of the DPA;
(b) You become aware of any complaint (or possible complaint) about the Processing of Personal Data under the Agreement; or
(c) A Data Subject requests disclosure of his or her Personal Data; and
12.2.4 not transfer the Personal Data outside the European Economic Area without our prior written consent.
13.LIMITATION OF LIABILITY
13.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you arising:
13.1.1 under or in connection with this Agreement; or
13.1.2 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
13.2 Nothing in this Agreement excludes our liability:
13.2.1 for death or personal injury caused by Madabout Media’s negligence;
13.2.2 for fraud, fraudulent misrepresentation or fraudulent misstatement; or
13.2.3 any statutory liability not capable of limitation.
13.3 We will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
13.4 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the total Commission received by You under this Agreement in the 12 months period preceding the date on which the claim arose.
14.1 The Program is provided “as is” to the fullest extent permissible by applicable law. We disclaim all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Program, its use and the results of such use. We specifically disclaim any warranty:
14.1.1 that the Program and their availability will be uninterrupted or error-free;
14.1.2 that defects will be corrected;
14.1.3 that there are no viruses or other harmful components;
14.1.4 that the security methods employed will be sufficient;
14.1.5 regarding correctness, accuracy, or reliability.
14.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.
14.4 Either party may terminate this Agreement at any time by providing notice of termination.
14.5 On termination:
14.5.1 you will immediately remove all Materials and Links from Your Website; and
14.5.2 all licences granted by us under this Agreement will immediately terminate.
14.6 Any termination is without prejudice to either party’s accrued rights or remedies.
15.1 GOOD FAITH: You will act towards us with good faith at all times.
15.2 NO PARTNERSHIP OR AGENCY: Nothing in this agreement shall be deemed to establish any partnership or joint venture, constitute any party the agent of another party, or authorise any party to make claims or representations, or enter into any commitments for or on behalf of any other party.
15.3 WAIVER: Our waiver of any right under this Agreement is only effective if it is in writing and signed by our authorised representative.
15.4 SEVERANCE: If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force.
15.5 REMEDIES: Our rights and remedies provided under this agreement are in addition to, and not exclusive of, any of our rights or remedies provided by law.
15.6 ENTIRE AGREEMENT: This Agreement constitutes the whole agreement between the parties and supersedes any previous agreement between them. You acknowledge that in entering into this Agreement you have not relied on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
15.7 VARIATION: Save as set out in clause 2.3, no variation of this Agreement will be effective unless made in writing and signed by the authorised representative of each party.
15.8 ASSIGNMENT: You will not assign, transfer, charge, sub-contract or deal in any other manner with any of your rights or obligations under this Agreement, without our prior written consent.
15.9 THIRD PARTY RIGHTS: This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.10 GOVERNING LAW AND JURISDICTION: This Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.