GENTING
AFFILIATE PROGRAMME TERMS AND CONDITIONS
 
A.         These Terms
apply to each individual(s) or entity’s participation in our Affiliate
Programme.

 
B.         By completing
the registration form found on Genting’s Website(s) or by creating or
continuing to host a unique link from your website(s) to the Genting Website(s)
you agree to be bound by these Terms and our Privacy Policy as amended and updated from time to time.

 
C.         You should
therefore read these terms and conditions carefully before participating in the
Genting Affiliate program and/or navigate away from this page in the event that
you do not wish to become an Affiliate on these terms.
 
D.         The Genting
Website(s) (as defined below) are operated by Genting Casinos UK Limited, a
company registered and licensed in England (Company Number 01519689) whose registered office
is located at Genting Club Star City, Watson Road, Birmingham, B7 5SA (“Genting”)
 
 
1           Definitions
 
 
1.1      In this Agreement unless the context otherwise requires, the following expressions have the following meanings:-
Agreement unless the context otherwise requires, the following expressions have
the following meanings:-
Agreement unless the context otherwise requires, the following expressions have
the following meanings:-
Agreement unless the context otherwise requires, the following expressions have
the following meanings:-
Agreement unless the context otherwise requires, the following expressions have
the following meanings:-
 

Active User

means user(s) accessing the Genting Website(s) through the Link(s) and who stake/wager real funds on same, as determined for each calendar month in arrears for the purposes of clause 6.

 

Advertising Rules

means the UK Advertising Standard Authority’s Code of Non-Broadcast Advertising, Sales, Promotion and Direct Advertising, Committee of Advertising Practice Guidance on the rules for Gambling Advertisements and the UK Gambling Commissions Licensing Conditions and Codes of Practice (“LCCP”) all as amended, updated and supplemented from time to time.

 

Affiliate

means the individual(s) or entities which participate in our Affiliate program.

 

Affiliate Website(s)

means the website(s) owned and operated by the Affiliate carrying /displaying the Link(s) to the Genting Website(s) as agreed between the parties. 

 

Applicable Laws

means all legislation, by-laws, regulations and other statutory instruments that may govern or restrict (i) gaming in a territory (including participation in gaming by an Active User from a territory; and (ii) laws applicable to advertising of gaming or gaming offers within any territory. (iii) the collection, retention, storage, processing or transfer of personal data.

Consents

means all consents and/or authorisations require under the Data Protection Requirements and in particular express Opt-In by affiliates own data subjects to the receipt of marketing communications by email and other electronic means.

Data Protection Requirements

means all Applicable Laws relating to the processing of personal data and data privacy, including without limitation the Data Protection Directive (95/46/EC) and the Privacy and Electronic communications Directive (2002/58/EC) in each case as implemented into national laws which, in the case of the United Kingdom, means the Data Protection Act 1998 and the Privacy and Electronic  Communications (EC Directive) Regulations 2003; all guidance and codes of practice issued by the Information Commissioner's office ("ICO") or any supervisory authority from time to time; in addition, the Regulation of Investigatory Powers Act 2000, and the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, and the equivalent of any of the foregoing in any relevant country, territory or jurisdiction, in each case as applicable.

EEA means the European Economic Area 

Effective Date

means the date of this Agreement or deemed acceptance by you by carrying a link on your Affiliate Website to the Genting Affiliate Website(s), or by completing the registration form found on the Genting Website, whichever is the earlier.

 

Model Clauses

means as defined in clause 8.4.6

“Genting Website(s)”

means, as applicable:

 

www.gentingcasino.com

 

such other website(s) as Genting may notify its Affiliates of time to time for the purpose of this Agreement.

 

Intellectual Property Rights (“IPR”)

means all patents, rights to inventions, utility models, copyright and related rights, 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 rights, semi-conductor 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 in any part of the world. 

 

Licensing Objectives

the licensing objectives set out by Section 1 of the UK Gambling Act 2005, namely; (i) the prevention of crime; (ii) gaming fairness; and (iii) the protection of children and vulnerable persons from being harmed or exploited by gambling.

 

Link(s)

means the hypertext link(s) from the Affiliates Website(s) to the Linked Page(s)

 

Linked Page(s)

means the page(s) on the Genting Website(s) that a User’s web browser will generate as a result of clicking on the Link(s).

 

Net Gaming Revenue / NGR

 

Prohibited Sites 

 

means as defined in clause 6.2 (Payment)

 

Means and includes

 

(i) any website(s) which hosts copyright or IPR Infringing materials;

(ii) any website(s) which permits unauthorised access or download of copyright or IPR infringing materials;

(iii) any website(s) whose content predominantly consists of malware or viruses or is otherwise designed for the facilitation of crime.

(iv) any website(s) on the City of London's Police Intellectual Property Crime Unit ("PIPCU's") infringing Website List ("IWL"), as amended, updated and supplemented from time to time.

Genting Opt-Out Data

means the lists of email addresses disclosed by Genting to the Affiliate from time to time pursuant to this Agreement for the purposes more particularly referred to in clauses 8.3 and 8.4.

Referral Commission

means the percentage of NGR payable by Genting to the Affiliate for Active Users introduced to the Genting Website(s) via the Affiliate(s) Link(s) in accordance with the commission plan agreed with Genting in writing. This may be amended and updated in accordance with the pre-conditions and deductions from NGR outlined in clause 6.


Regulatory Requirements

means and includes:-

(i) Applicable Laws;

(ii) the Advertising Rules; and

(iii) the Licensing Objectives 

 

Term

means a period from the Effective Date until date of Termination in accordance with this Agreement.

User Information

means:

(i) Navigational information, including but not limited to use of other hyperlinks within or available through the Genting website;

(ii) Transactional information, including but not limited to billing information, including purchases and method of payment; and

(iii) User's internet address and other identifying information such as actual name and address of the User.

 

User(s) 

Means  user(s) accessing the GA Website(s) through the Link(s)

 
 
 
1.2          In this Agreement unless the context
otherwise requires:
 
1.2.1           word
importing any gender include every gender;
 
1.2.2           words
importing persons include firms, companies, and corporations and vice versa;
 
1.2.3 references to an "entity" or "entities" include any company, corporation or other body corporate wherever and however incorporated and established
 
1.2.4           any reference to an enactment includes reference to that enactment as amended or replaced from time to time and any subordinate legislation or byelaw made under that enactment;
reference to an enactment includes reference to that enactment as amended or
replaced from time to time and any subordinate legislation or byelaw made under
that enactment;
reference to an enactment includes reference to that enactment as amended or
replaced from time to time and any subordinate legislation or byelaw made under
that enactment;
reference to an enactment includes reference to that enactment as amended or
replaced from time to time and any subordinate legislation or byelaw made under
that enactment;
reference to an enactment includes reference to that enactment as amended or
replaced from time to time and any subordinate legislation or byelaw made under
that enactment;
 
1.2.5          any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.

obligation on any party not to do or omit to do anything is to include an
obligation not to allow that thing to be done or omitted to be done.

obligation on any party not to do or omit to do anything is to include an
obligation not to allow that thing to be done or omitted to be done.

obligation on any party not to do or omit to do anything is to include an
obligation not to allow that thing to be done or omitted to be done.

obligation on any party not to do or omit to do anything is to include an
obligation not to allow that thing to be done or omitted to be done.

 
2              Licence
 
2.1          Subject to the Affiliate’s ongoing compliance with the
provisions of this Agreement (including but not limited to clauses 4, 9, and
12, Genting hereby grants to the Affiliate a non-exclusive, limited, revocable,
and non-transferable licence during the Term of this Agreement of applicable
approved trademarks, logos and service marks made available by Genting to its
Affiliates (“GCUK Brand Features”),
to:
 
                2.1.1       place the Link(s) on the Affiliates
Website(s); and
 
                2.1.2       establish Link(s) to the Linked Page(s).
 
                                                (Collectively
2.1.1. – 2.1.2 shall constitute “the Purpose”)
 
2.2          The Licence granted by clause 2.1 (inclusive) shall be exercised
solely for the Purpose. For the avoidance of doubt:-
 
2.2.1       the Affiliates right to use the GCUK Brand Features is strictly
limited to the use of pre-approved Icons and Banners containing same;
 
2.2.2       Genting may request and Affiliate shall action any Genting request
to amend, adjust, replace or remove GCUK Brand Features, icons or banners and/or
content from the Affiliates Website at any time and any failure to do so shall
constitute a material breach of this Agreement;
 
 
2.2.3       Affiliates use of GCUK’s Brand Features nonetheless remains
subject to Genting’s continuing permission at all times.
 
2.3          Both parties agree that the licence granted by clause 2.1
cannot be sub-licensed or assigned by the Affiliate, otherwise than with the
Agreement in writing of Genting.
 
3                     Link
 
3.1          The Affiliate agrees to display the Link(s) in a prominent
position and/or page of the Affiliates Website(s).
 
4              Affiliate Obligations
 
4.1               The Affiliate
hereby agrees and undertakes that:-
 
4.1.1           it
shall comply with all relevant Regulatory Requirements are met in its provision
of the Link from the Affiliates Website and any related marketing, including
but not limited to:-
 
4.1.1.1     ensuring that all advertising to Users is compliant with Applicable (including local) Laws in territories targeted; and
all advertising to Users is compliant with Applicable (including local) Laws in
territories targeted; and
all advertising to Users is compliant with Applicable (including local) Laws in
territories targeted; and
all advertising to Users is compliant with Applicable (including local) Laws in
territories targeted; and
all advertising to Users is compliant with Applicable (including local) Laws in
territories targeted; and
 
4.1.1.2     ensuring that it does not target Users located in territories where gaming (or the marketing of gaming) is prohibited;
it does not target Users located in territories where gaming (or the marketing
of gaming) is prohibited;
it does not target Users located in territories where gaming (or the marketing
of gaming) is prohibited;
it does not target Users located in territories where gaming (or the marketing
of gaming) is prohibited;
it does not target Users located in territories where gaming (or the marketing
of gaming) is prohibited;
 
4.1.1.3     ensuring that it complies with the Advertising Rules
it complies with the Advertising Rules
it complies with the Advertising Rules
it complies with the Advertising Rules
it complies with the Advertising Rules
 
4.1.2           it
shall not by any act or omission do anything which in Genting’s reasonable
opinion is capable of adversely affecting the standing of Genting or any
Genting operated Website.
 
4.1.3           it
shall not assert the invalidity, unenforceability or otherwise contest the
ownership of the GCUK Brand Features or Genting’s IPR in any action or proceeding
of whatever nature, and shall not take any action which may prejudice Genting’s
right in the Brand Features or in Genting’s IPR which may render the same generic,
or otherwise weaken respective validity or diminish any associated goodwill or
other proprietary rights;
 
4.1.4           it
shall not apply for a trade or service mark similar to, or reasonably capable
of being confused with any trade marks comprising the Icons and Banners or the
words “Genting”, "Genting Casino", “Genting Alderney”, “Genting Stanley”, “Circus Casino”, “Mint
Casino”, “Maxims Casino”, “Genting Club” or any other Genting brand.
 
4.1.5           It
shall not place pay-per-click bids with any Internet Service Provider on the
keywords “Genting”, “Genting Alderney”, “Genting Stanley”, “Circus Casino”,
“Circus Poker”, “Genting Bet”, “Genting Casino”, “Genting Poker”, “Genting
Club”, “Mint Casino” or “Maxims Casino” or “Resorts World” or similar words,
which is either (i) part of the GCUK Brand Features; or (ii) otherwise
proprietary to Genting (including the wider Genting Group of companies).
 
4.1.6           It
shall not make any claims representations or warranties in connection with Genting
and shall have no authority to and shall not bind Genting to any obligations.
 
4.1.7           It
shall not introduce, refer or encourage underage gambling, or Users from
territories in which gambling is prohibited by law, or otherwise prohibited by
the terms on Genting’s Website(s)
 
4.2               The Affiliate
hereby agrees and undertakes that it:
 
4.2.1           shall
be solely responsible  for the
development, operation and maintenance of its Affiliate Website(s) and for all
materials appearing thereon. For example, Affiliate is responsible for ensuring
that all materials that appear on its site(s) are not libellous or otherwise
illegal.
 
4.2.2           shall
comply with any relevant statutory or regulatory provisions, including without limitation, those relating to advertising, marketing and data protection. The Affiliate further undertakes that it shall also comply with the requirement of the UK Gambling Commission and any policy notified to it via Genting or otherwise in relation to the same and that it
 
4.2.3           shall
provide Genting from time to time with such details as Genting may require to
verify; Affiliates identity, address or ownership of the Affiliates Website(s),
standing, or financial details; and such other details as Genting may require
for ongoing regulatory, money laundering or internal compliance purposes,
without prejudice to the provisions of clause 9.

 
4.3               Affiliate
hereby undertakes that;
    4.3.1 it shall not cause, instigate nor permit (including via its own affiliates or its appointed third parties for which it remains responsible);
   4.3.1.1 any display, link, or tab of / to,
4.3.1.1.1 digital advertisments concerning Genting or its group companies
4.3.1.1.2 the Genting Website;
4.3.1.1.3 any other Genting group website or content;
4.3.1.1.4 the GCUK brand features or any other Genting Intellectual Property; 
(together the "Genting Assets")
or any Prohibited Site(s), including for avoidance of doubt, any indirect, display, link or tab which "routes through" any of Affiliate own websites.
4.3.2 where it becomes aware that a Prohibited Site carries or link to / from Genting Assets it shall;-
4.3.2.1 inform Genting immediately of same;
4.3.2.2 use its best endeavours to secure the removal of any display or link to Genting Assets on the Prohibited Site(s);
 4.3.2.3 otherwise cooperate with Genting on an ongoing basis at its own cost and expense to remove Genting Assets from Prohibited sites(s); and
  4.3.2.4 indemnify, Genting on demand from and against all liabilities, costs, expenses, damages or losses, fines and/or penalties suffered or incurred by Genting as a consequence of Affiliates display of or linking to Genting Assets on / from Prohibited site(s).
 
4.4  Affiliate hereby undertakes that it shall indemnify and hold Genting harmless from all claims, damages and expenses (including without limitation, legal fees) relating either to the development, operation, maintenence and contents of its Affiliates Website(s) or from any allegation that its site(s) infringe the IPR rights of third parties.
 
5              Genting’s Obligations
 
5.1          Subject to the Affiliates ongoing compliance with the
provisions of this Agreement Genting hereby agrees that it shall pay the
Affiliate’s Commission, as provided by and subject at all times to, the
conditions contained in Clause 6 (inclusive).
 
6                     Payment &
Process
 
6.1                The
Affiliate shall earn Referral Commission (NGR less the deductions outlined at 6.2)
less the deductions outlined at 6.2)
less the deductions outlined at 6.2)
less the deductions outlined at 6.2)
less the deductions outlined at 6.2) at all times subject to the
pre-conditions outlined below.
 
6.2                For
the purposes of 6.1 & “Referral Commission”:-
 
 “Net Gaming Revenue
Gaming Revenue
Gaming Revenue
Gaming Revenue
Gaming Revenue” / “NGR” shall
mean:-
 
A
percentage (set out on Genting’s Commission Plans page) of all stakes placed by
Active Users on Genting’s Website(s) less winnings (“Gross Gaming Revenue” / “CGR”)
less:-
 
6.2.1           gaming
duties (as applicable);
 
6.2.2           bonuses;
 
6.2.3           monies
paid in the form of duties, taxies or levies to licensing and/or regulatory
authorities;
 
6.2.4           third
party licensing fees, royalties or progressive jackpot contributions;
 
6.2.5           bad
debts;
 
6.2.6           monies
attributable to fraud / collusion / improper activity (of Affiliates or Users);
 
6.2.7           charge-backs
/ transactions reversed by instruction;
 
6.2.8           free
bets and/or chips provided to Users as a promotional or marketing activity;
 
6.2.9           network
policy fines (if any);
 
6.2.10        tournament
overlay costs;
 
6.2.11        network
guaranteed promotional and marketing costs, if any;
 
6.2.12        payment
services and promotional costs (including age verification costs);
 
6.2.13        customer
service costs;
 
6.2.14        any
other costs reasonably determined and communicated by Genting.
 
6.3               Payment of
the Referral Commission in accordance with and as provided by clause 6.1 shall
at all times be conditional upon the NGR exceeding £100 in any monthly period. For the avoidance of doubt Genting reserves the right to hold over any NGR (whether or not exceeding £100) in respect of any part month to the next full monthly period / or period in which NGR exceeds £100 in aggregate at its sole discretion.

avoidance of doubt Genting reserves the right to hold over any NGR (whether or
not exceeding £100) in respect of any part month to the next full monthly
period / or period in which NGR exceeds £100 in aggregate at its sole
discretion.

avoidance of doubt Genting reserves the right to hold over any NGR (whether or
not exceeding £100) in respect of any part month to the next full monthly
period / or period in which NGR exceeds £100 in aggregate at its sole
discretion.

avoidance of doubt Genting reserves the right to hold over any NGR (whether or
not exceeding £100) in respect of any part month to the next full monthly
period / or period in which NGR exceeds £100 in aggregate at its sole
discretion.

avoidance of doubt Genting reserves the right to hold over any NGR (whether or
not exceeding £100) in respect of any part month to the next full monthly
period / or period in which NGR exceeds £100 in aggregate at its sole
discretion.

 
6.4               In the
event that Affiliate accrues negative return(s) for NGR, Genting reserves the
right at its sole discretion to withhold payment under clause 6.1 and/or set
off negative returns against any future NGR and/or to pay Affiliate NGR less prior month(s) negative returns in the event that:-
6.4.1 Affiliates have fewer than 5 active referred users during any one month; or
6.4.2 Affiliates have fewer than 15 active referred users, any one of which has online deposits during a monthly period of more than £5000 (currency equivalent or greater), where the basis of the agreement between Genting and Affiliate is that Affiliate is to introduce VIP casino players.
6.4.1 Affiliates have fewer than 5 active referred users during any one month; or
6.4.2 Affiliates have fewer than 15 active referred users, any one of which has online deposits during a monthly period of more than £5000 (currency equivalent or greater), where the basis of the agreement between Genting and Affiliate is that Affiliate is to introduce VIP casino players.
6.4.1 Affiliates have fewer than 5 active referred users during any one month; or
6.4.2 Affiliates have fewer than 15 active referred users, any one of which has online deposits during a monthly period of more than £5000 (currency equivalent or greater), where the basis of the agreement between Genting and Affiliate is that Affiliate is to introduce VIP casino players.
6.4.1 Affiliates have fewer than 5 active referred users during any one month; or
6.4.2 Affiliates have fewer than 15 active referred users, any one of which has online deposits during a monthly period of more than £5000 (currency equivalent or greater), where the basis of the agreement between Genting and Affiliate is that Affiliate is to introduce VIP casino players.
6.5               All
amounts payable by Genting pursuant to this Agreement shall (subject to
deduction of Gaming Duty at source, as per NGR definition at 6.2) be inclusive
of all applicable taxes. For the avoidance of all doubt the Affiliate hereby
agrees that it shall pay any taxes chargeable/payable, levied or claimed on its
receipt of Referral Commission.

 
If
any claim, assessment, demand or claim is made against Genting (or the wider
Genting Group) for payment of income tax, national insurance contributions, VAT
or similar contributions due or in connection with the Referral Commission then
the Affiliate hereby agrees that it shall indemnify Genting (and Genting Group,
meaning throughout,  Genting Berhad and
its group companies) against any liability assessment, demand, or claim, on a
full and continuing basis, notwithstanding termination of this Agreement,
together with all costs and expenses thereon and any penalty fine or interest
incurred or payable by Genting (or Genting Group Companies) in connection with
or in consequence of any such liability assessment or claim.
 
6.6               Both
parties agree that Affiliate shall not benefit from traffic known or suspected
to have not been generated in good faith, whether or not it causes Genting
damage. Genting reserves the right to retain all amounts due to the Affiliate or
to set-off against amounts due to the Affiliate under this Agreement if Genting
has reasonable cause to believe that traffic and/or elements of NGR has been
caused or generated other than in good faith, even if the Affiliate has not
knowingly generated such traffic. Genting reserves the right to withhold
commission in respect of such traffic.
 
6.7               Both
parties agree and acknowledge that Affiliates Referral Commission is at all
times subject to User(s) continuing compliance with Genting’s terms and conditions
of play, as updated on the Genting Website(s) from time to time.

 
6.8               Both
parties agree and accept that no Referral Commission will be payable to
Affiliate in event that (i) Affiliate is in breach of these terms; (ii) User’s
use of Genting Website(s) is in breach of terms and conditions of play; or
(iii) either Affiliate or User is reasonably suspected of fraud, cheating,
collusion or other impropriety in respect of the Website(s) or gaming conducted
thereon.
 
6.9             Both parties agree and acknowledge that as a condition to payment of Referral Commission that:-
parties agree and acknowledge that as a condition to payment of Referral
Commission that:-
parties agree and acknowledge that as a condition to payment of Referral
Commission that:-
parties agree and acknowledge that as a condition to payment of Referral
Commission that:-
parties agree and acknowledge that as a condition to payment of Referral
Commission that:-
 
6.9.1           Genting
reserves the right to make reasonable changes to its commission page and rate,
including to the levels of commission due to Affiliates and relevant
requirements for entitlement from time to time, and any such changes shall take effect immediately on their being changed on Genting’s commission page.
 
6.9.2           Genting may engage the services of a third party (currently “Income Access”) to provide both the affiliate platform and system maintenance. We have service levels in place and expect these to be upheld but ultimately we do not have total control over these services and you agree that we cannot be held responsible for any failures arising from such third party services. You agree to cooperate with us, and with our third party service providers.
may engage the services of a third party (currently “Income Access”) to provide
both the affiliate platform and system maintenance. We have service levels in
place and expect these to be upheld but ultimately we do not have total control
over these services and you agree that we cannot be held responsible for any
failures arising from such third party services. You agree to cooperate with
us, and with our third party service providers.
may engage the services of a third party (currently “Income Access”) to provide
both the affiliate platform and system maintenance. We have service levels in
place and expect these to be upheld but ultimately we do not have total control
over these services and you agree that we cannot be held responsible for any
failures arising from such third party services. You agree to cooperate with
us, and with our third party service providers.
may engage the services of a third party (currently “Income Access”) to provide
both the affiliate platform and system maintenance. We have service levels in
place and expect these to be upheld but ultimately we do not have total control
over these services and you agree that we cannot be held responsible for any
failures arising from such third party services. You agree to cooperate with
us, and with our third party service providers.
may engage the services of a third party (currently “Income Access”) to provide
both the affiliate platform and system maintenance. We have service levels in
place and expect these to be upheld but ultimately we do not have total control
over these services and you agree that we cannot be held responsible for any
failures arising from such third party services. You agree to cooperate with
us, and with our third party service providers.
 
6.9.3           We shall make reasonable efforts to make any payments due to you in a timely manner. 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 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 practicable.
make reasonable efforts to make any payments due to you in a timely manner.
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 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 practicable.
make reasonable efforts to make any payments due to you in a timely manner.
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 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 practicable.
make reasonable efforts to make any payments due to you in a timely manner.
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 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 practicable.
make reasonable efforts to make any payments due to you in a timely manner.
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 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 practicable.
 
6.9.4           We shall use reasonable endeavours to make payments due to you using the payment details provided to us. However, in certain circumstances we may be unable to make payments to you for reasons outside of our control (including but not limited to instances where the bank account details provided by you are inaccurate or incomplete). Where this occurs, we shall make reasonable efforts for a period of up to six (6) months to contact you via the contact details last provided by you to Genting to obtain alternative payment details. If we are still not in a position to make the payments after this period, we may close or suspend your account without further notice and you shall be deemed to have forfeited any entitlement to payment. Any funds will thereafter be dealt with in accordance with UK Gambling Commission rules.
use reasonable endeavours to make payments due to you using the payment details
provided to us. However, in certain circumstances we may be unable to make
payments to you for reasons outside of our control (including but not limited
to instances where the bank account details provided by you are inaccurate or incomplete).
Where this occurs, we shall make reasonable efforts for a period of up to six
(6) months to contact you via the contact details last provided by you to Genting
to obtain alternative payment details. If we are still not in a position to
make the payments after this period, we may close or suspend your account
without further notice and you shall be deemed to have forfeited any
entitlement to payment. Any funds will thereafter be dealt with in accordance with UK Gambling Commission rules.
use reasonable endeavours to make payments due to you using the payment details
provided to us. However, in certain circumstances we may be unable to make
payments to you for reasons outside of our control (including but not limited
to instances where the bank account details provided by you are inaccurate or incomplete).
Where this occurs, we shall make reasonable efforts for a period of up to six
(6) months to contact you via the contact details last provided by you to Genting
to obtain alternative payment details. If we are still not in a position to
make the payments after this period, we may close or suspend your account
without further notice and you shall be deemed to have forfeited any
entitlement to payment. Any funds will thereafter be dealt with in accordance with UK Gambling Commission rules.
use reasonable endeavours to make payments due to you using the payment details
provided to us. However, in certain circumstances we may be unable to make
payments to you for reasons outside of our control (including but not limited
to instances where the bank account details provided by you are inaccurate or incomplete).
Where this occurs, we shall make reasonable efforts for a period of up to six
(6) months to contact you via the contact details last provided by you to Genting
to obtain alternative payment details. If we are still not in a position to
make the payments after this period, we may close or suspend your account
without further notice and you shall be deemed to have forfeited any
entitlement to payment. Any funds will thereafter be dealt with in accordance with UK Gambling Commission rules.
use reasonable endeavours to make payments due to you using the payment details
provided to us. However, in certain circumstances we may be unable to make
payments to you for reasons outside of our control (including but not limited
to instances where the bank account details provided by you are inaccurate or incomplete).
Where this occurs, we shall make reasonable efforts for a period of up to six
(6) months to contact you via the contact details last provided by you to Genting
to obtain alternative payment details. If we are still not in a position to
make the payments after this period, we may close or suspend your account
without further notice and you shall be deemed to have forfeited any
entitlement to payment. Any funds will thereafter be dealt with in accordance with UK Gambling Commission rules.
 
6.9.5           If an error is made in the calculation of your share of the revenue share, Genting reserves the right to correct such calculation at any time and to reclaim from you any overpayment made by Genting to you (including, without limitation, by way of set off against future payments which might otherwise be due to you.
error is made in the calculation of your share of the revenue share, Genting
reserves the right to correct such calculation at any time and to reclaim from
you any overpayment made by Genting to you (including, without limitation, by
way of set off against future payments which might otherwise be due to you.
error is made in the calculation of your share of the revenue share, Genting
reserves the right to correct such calculation at any time and to reclaim from
you any overpayment made by Genting to you (including, without limitation, by
way of set off against future payments which might otherwise be due to you.
error is made in the calculation of your share of the revenue share, Genting
reserves the right to correct such calculation at any time and to reclaim from
you any overpayment made by Genting to you (including, without limitation, by
way of set off against future payments which might otherwise be due to you.
error is made in the calculation of your share of the revenue share, Genting
reserves the right to correct such calculation at any time and to reclaim from
you any overpayment made by Genting to you (including, without limitation, by
way of set off against future payments which might otherwise be due to you.
 
6.9.6           Genting may withhold or void transactions by Users (and ensuing Referral Commission to Affiliates) which is accrued by or in connection with fraudulent, collusive, or improper activity on the Genting Website(s) or otherwise accrued in breach of Genting Website(s) terms and conditions.
may withhold or void transactions by Users (and ensuing Referral Commission to
Affiliates) which is accrued by or in connection with fraudulent, collusive, or
improper activity on the Genting Website(s) or otherwise accrued in breach of Genting
Website(s) terms and conditions.
may withhold or void transactions by Users (and ensuing Referral Commission to
Affiliates) which is accrued by or in connection with fraudulent, collusive, or
improper activity on the Genting Website(s) or otherwise accrued in breach of Genting
Website(s) terms and conditions.
may withhold or void transactions by Users (and ensuing Referral Commission to
Affiliates) which is accrued by or in connection with fraudulent, collusive, or
improper activity on the Genting Website(s) or otherwise accrued in breach of Genting
Website(s) terms and conditions.
may withhold or void transactions by Users (and ensuing Referral Commission to
Affiliates) which is accrued by or in connection with fraudulent, collusive, or
improper activity on the Genting Website(s) or otherwise accrued in breach of Genting
Website(s) terms and conditions.
 
7              Recording
 
7.1          The Affiliate agrees that it shall, subject to Genting’s
instruction, register and record each time a web browser on the internet or
unique IP address requests the Link/ Genting Website(s). The Affiliate shall
provide this information to Genting on a monthly basis/or on request as
directed by Genting. The parties agree not to artificially inflate the number
or reported requests through their own visits to the Link/Genting Website(s)
page or adopt other surreptitious means to inflate the same.
 
8                     8.1  Data and privacy
 8.1   For the purposes of this clause 8:-
8.1.1 “data controller” , “data processor” , “data subject” , “personal data” and “processing” shall have the meanings or the closest equivalent meanings ascribed to them in the Data Protection Requirements;
8.1.2 the parties acknowledge and agree that each party will process certain personal data in connection with this Agreement, including without limitation personal data about Users and the Genting Opt-Out Data (“Agreement Personal Data”);
8.1.3 the parties acknowledge and agree that factual arrangements between them will determine whether each party is a data controller or a data processor of the Agreement Personal Data
8.2   The parties undertake to comply with the Data Protection Requirements and any other related legislation and guidance in performance of this Agreement.
8.3    The Affiliate warrants and confirms that:-
8.3.1 without prejudice to clause 8.1.3 that the Affiliate will process the Opt-Out Data as a data processor on behalf of Genting when it uses it for the Genting Opt-Out Data Purpose;
8.3.2 without prejudice to clause 8.1.3 the parties acknowledge and agree that each party shall act as a separate data controller in respect of the processing of Agreement Personal Data (other than the Genting Opt-Out Data insofar as it is used for Genting Opt-Out Data Purpose) in connection with this Agreement including to send Genting branded communications to individuals (the “Purposes”);
8.4 The Affiliate warrants and agrees that it shall and shall procure that its sub-contractors shall:-
8.4.1 obtain and maintain all Consents for any and all marketing communications to / for its database so as to comply with the Data Protection Requirements prior to causing or permitting any marketing communications or initiatives to be sent to the relevant recipient(s);
8.4.2 only process the Genting Opt-Out Data to the extent required in order to ensure that no communication is sent to any individual whose email address forms part of the Genting Opt-Out Data (the “Genting Opt-Out Data Purpose”) and for no other purpose;
8.4.3 only process the Genting Opt-Out Data in accordance with Genting’s instructions;
8.4.4 process the Agreement Personal Data in accordance with the Data Protection Requirements;
8.4.5 (where Affiliate is based within the EEA) not cause or permit the Genting Opt-Out Data to be transferred outside of the EEA without Genting’s prior written consent;
8.4.6 (where Affiliate is based outside the EEA) enter into un-amended copies of the following clauses with appendices completed by Genting in respect of the Genting Opt-Out Data:-
8.4.6.1 Standard contractual clauses for the transfer of personal data from the European Union to processors established in third countries  (controller to processor transfers), as set out in the Annex to Commission Decision 2010/87/EU; and/or
8.4.6.2 Standard contractual clauses for the transfer of personal data from the European Union to controllers established in third countries (controller to controller transfers) as set out in the Annex to Commission Decision 2004/915/EC
(together the “Model Clauses”)
The parties acknowledge for the purposes of this clause 8.4.6 that in the case of any conflict between any of the provisions of this Agreement and the Model Clauses (above) the provisions of the Model Clauses shall prevail.
8.4.7 implement and maintain appropriate technical and organisational measures to protect against  the unauthorised or unlawful processing of or access to the Agreement Personal Data and accidental loss, destruction, damage, alteration  or disclosure of the Agreement Personal Data and shall ensure that such measures shall at all times be appropriate to the harm which might result from any unauthorised or unlawful processing and such as to ensure the prevention of accidental loss, destruction, or damage to the Agreement Personal Data and fully commensurate with the nature of the Agreement Personal Data which is to be protected;
8.4.8   if requested to do so it shall provide a written description of the technical and organisational measures employed by it for the processing of the Agreement Personal Data;
8.4.9   ensure that all individuals employed, engaged or retained by it to access the Agreement Personal Data are informed of the confidential nature of the Agreement Personal Data and take steps to help comply with the Data Protection Requirements and the obligations in respect of same set out within this Agreement;
8.4.10 ensure that no individuals, employed, engaged or retained by it shall publish, disclose, or divulge any Agreement Personal Data to a third party absent Genting’s formal prior consent in writing;
8.4.11 time being of the essence comply promptly with Genting’s instructions in respect of the Agreement Personal Data and in any event it agrees that it shall notify Genting within 3 working days if it receives any correspondence  from a data subject to exercise any right in respect of the Agreement Personal Data and/or a complaint or request relating to the processing of the Agreement Personal Data and provide Genting with full cooperation and assistance in relation to any request as may be required;
8.4.12 upon receipt of any request or correspondence from the ICO or other supervisory authority or governmental or regulatory body, in relation to the processing of Agreement Personal Data:-
8.4.12.1 promptly inform Genting that it has received such request or correspondence;
8.4.12.2 forward such notice or correspondence to Genting within three (3) working days from the date of receipt; and
8.4.12.3 provide any information and/or assistance as reasonably requested by Genting to enable it to respond to the request or correspondence;
8.4.13 promptly notify Genting of any actual or suspected, threatened or “near miss” incident of accidental or unlawful destruction or accidental loss, alteration, unauthorised or accidental disclosure of  or access to the Agreement Personal Data or other breach of clause 8.4.7 (“Security Incident”) and promptly provide Genting with all information in its/their possession or control in relation to the Security Incident and with all assistance and cooperation as may reasonably be required in order for Genting to seek to mitigate the effects of the Security Incident, comply with the Data Protection Requirements and adhere to guidance issued by the ICO or other supervisory authority or governmental or regulatory body with regard to security breach management and reporting, and not make any announcement or publish or broadcast any notice of information about the Security Incident or authorise or permit the same;
8.4.14 once the Affiliate has processed the Genting Opt-Out Data for the Genting Opt-Out Data Purpose, or following expiry or termination of this Agreement the Affiliate shall and shall procure that all sub-contractors shall promptly and permanently delete all of the Genting Opt-Out Data from its/ their computer systems (including without limitation servers, hardware and mobile devices) and from digital media in its/ their possession or control (including without limitation DVD’s, CD’s and USB’s) and promptly destroy or deliver up to Genting all hard copies of the Genting Opt-Out Data in its/their possession or control, and promptly and in any event within 14 days certify in writing to Genting that this has been done;
8.4.15  ensure the terms, copy, and/or get-up of any communication sent to any individual in connection with this Agreement will make clear to recipients that the sender is the Affiliates own undertaking and such communication is sent in accordance with Consents obtained by the Affiliate;
8.4.16 ensure that all communications sent to individuals in connection with this Agreement will include clear and simple means by which the individual may unsubscribe all such communications in accordance with the Data Protection Requirements;
8.4.17 not send or undertake any more than 3 communications or initiatives to its database which advertise Genting offers or promotions;
8.4.18 immediately upon request cease sending any communications to any individual whose email address is shared with the Affiliate with the direction that it never be used going forward for any marketing communications purpose (including for the avoidance of doubt as may be communicated from time to time by Genting to the Affiliate outside of the formal Genting Opt-Out Data.
8.5  Subject to Genting and its nominated representative(s) entering into reasonable confidentiality obligations, the Affiliate shall and shall procure that all sub-contractors shall upon request of Genting,  on reasonable notice and during regular business hours, at no cost to Genting ensure that its and/or their staff are made available to Genting and its nominated representative(s) and shall provide them with access to all relevant information (whether in electronic or hard copy form) as may be reasonably required in order for Genting, or its appointed representative(s), to assess whether the processing of Agreement Personal Data is in accordance with the obligations set out in this clause 8 (or in the case of sub-contractors, the relevant sub-contract) and shall permit Genting and its nominated representative(s) to inspect the Affiliates premises and those of the sub-contractors and all equipment and procedures relating to the processing of Agreement Personal Data at its/their premises and shall procure that its/their staff shall provide all reasonable cooperation and assistance to Genting and its nominated representative(s) in relation thereto.
8.6 The Affiliate shall indemnify Genting on demand from and against all claims, liabilities, costs, expenses, damages, fines, monetary penalties and losses suffered or incurred by Genting and all interest penalties and legal and other professional costs or expenses suffered or incurred by Genting as a consequence of Affiliates failure to adhere to this clause 8.
9                    
9   Representations and Warranties
and Warranties
and Warranties
and Warranties
and Warranties
 
9.1            The  Affiliate represents and warrants to Genting that as of the Effective Date of this Agreement, that:
that as of the Effective Date of this Agreement, that:
that as of the Effective Date of this Agreement, that:
that as of the Effective Date of this Agreement, that:
that as of the Effective Date of this Agreement, that:
 
9.1.1           Affiliate
has duly registered the domain name of the Affiliate Website(s) with all
applicable authorities;

 
9.1.2           Affiliate
Website(s) (including without limitation all IPR, content, text, images,
software and other materials which Affiliate has placed on Affiliate’s
Website(s) is proprietary or licensed to or licensed by the Affiliate and does
not and will not infringe upon or violate any IPR, copyright, patent, trade
mark, or other proprietary mark of a third party, or any applicable law,
regulation or non-proprietary third-party right. The Affiliate hereby agrees to
fully indemnify Genting Group for any loss or damage suffered by the Genting
Group for breach of this warranty.
 
9.1.3           Any
information provided to Genting (including, without limitation, personal
information of Users) is true and accurate in all respects and that it shall
update personal information at any time from its Affiliate account by clicking
the “Update Profile” button and will do so in the event of change of that
information.
 
  9.1.4           It shall comply in full with its obligations set down in clause 8.
 
9.2               Genting
hereby disclaims any representations, warranties, whether express or implied
regarding the subject matter of this Agreement including any implied warranties
of quality, fitness for a particular purpose, or implied warranties arising
from a course of dealing or course of performance. 

 
 
10           Termination
 
10.1        Either party may terminate this Agreement at any time:-
 
10.1.1     upon 3 days notice in the event of breach
of this Agreement; or
 
10.1.2     upon 5 days notice without cause or in the
event of the other’s insolvency.
 
10.2        Genting may terminate this Agreement with immediate effect,
where:-
 
                10.2.1     the Affiliate has breached or is likely to
breach Regulatory Requirements or the requirements of clauses 4 or 8.
 
10.2.3     the continuance of this Agreement is or is likely to impair
Genting’s business goodwill or general business reputation; or
 
10.2.4     any regulatory or statutory approval or licence held by Genting
is or is likely to be impaired as a consequence of this Agreement.
 
10.2        Fortwith on termination of the Agreement, the Licence granted
by clause 2 shall immediately terminate, and the Affiliate  agrees that it shall:-
(where applicable) comply with the provisions of clause 4.3 in respect of Genting Assets on / linked to Prohibited sites;
 
                10.2.1     disable the Link(s);
 
                10.2.2     remove the Link from the Affiliate
Website(s);
 
10.2.3     immediately remove all Icons and Banners and Link(s) from the
Affiliates Website(s);
 
10.2.4     immediately return or destroy (as appropriate) all Confidential
Information provided to it by Genting pursuant to clauses 8 and 12
 
10.2.5     destroy any copies of material from the Genting Website(s) which
are in the Affiliates possession or control
 
10.3        For the avoidance of doubt Genting may terminate this
Agreement immediately without notice if:-
 
10.3.1 it determines, in its sole discretion that (i) clause 4.3 (Prohibited Sites applies; or (ii) any content of the Affiliates Website(s) or the Affiliates use of the Link(s) is unsuitable or is likely to contravene Regulatory or Data Protection Requirements. “Unsuitable” sites shall include but are not limited to those that are aimed at children, display child pornography or other illegal sexual acts, promote violence or discrimination, promote illegal activities, or violate IPR rights (of Genting or a third party). 
10.3.2 it determines, at its sole discretion, that any content on the Affiliates Website(s) (including without limitation, content provided to the Affiliate by Genting under this Agreement and the Affiliates use of the Link(s) on the Affiliates Website(s), is or is reasonably likely to be in breach of any Applicable Laws (including data protection legislation), Regulatory Requirement, or other regulatory or statutory requirement as may apply from time to time. 
10.3.3 it reasonably determines that you are for any reason unsuitable to be an Affiliate or you have otherwise breached the terms of this Agreement.
10.4    Clauses 2.3, 4.3 to 4.4, 6.6, 8, 9, 10.2, 11, 12, 13.7 and 13.8 shall survive termination or expiry of this Agreement, Clause 12 shall endure for a period of three years from date of termination.
 
11           Liability
 
11.1        Save as provided by clauses 4.3, 8, 9, 11,
and 12, and save as to liability accrued by either party in respect of fraud,
death or personal injury, neither party nor their affiliates shall be liable under
this Agreement, under contract, negligence, strict liability or other legal or
equitable duties  for any special,
incidental or consequential damages, including without limitation, damages for
loss of profits, anticipated profits, revenues, anticipated savings, goodwill,
business opportunity, or loss of data.
11.2        Subject at all times to the general
limitation at 11.1, Genting’s maximum liability under this Agreement for all
claims arising from this Agreement shall be limited to any outstanding Referral
Commission between Affiliate and Genting as at date of termination.
 
12           Confidentiality
 
12.1        Except
as expressly provided in this Agreement, and subject at all times to clause 8 and the Data Protection Requirements, each party undertakes to treat as
confidential and keep secret all information of the other party including without limitation personal data received from  the other party (the “Disclosing Party”) marked confidential
or which may reasonably be considered to be confidential that is disclosed to
the recipient party by the Disclosing Party either before or after commencement
or expiry of this Agreement (the “Confidential Information
Information
Information”). The Receiving Party shall protect the Confidential
Information with the same degree of care as it employs with regard to its own
Confidential Information, provided that the provisions of this clause shall not
extend to any Confidential Information 
which was lawfully and rightfully in the possession of either party
prior to the commencement of this Agreement, or which is/was public knowledge
other than by reason of breach  of this
obligation.
 
12.2        The
foregoing obligation of confidentiality shall remain in full force and effect
for a period of three years following termination of this Agreement
 
13           General
 
13.1       Nothing in this Agreement is intended to
or shall operate to create a partnership or joint venture of any kind between
the parties, or to authorise either party to act as agent for the other, and
neither party shall have authority to act in the name or on behalf of the
other, or to otherwise bind the other in any way.
 
13.2        All notices in/under this Agreement
shall be given in writing. Notice can be given by fax or email to the Genting
or Affiliate representative, provided each respective party notifies the other
of appropriate contact.
 
13.3        Affiliate may not assign, transfer, or
sub-licence any obligations or benefit under this Agreement (including but not
limited to the Licence granted to the Affiliate by clause 2) without consent of
Genting in writing.
 
13.4        If any provision of this Agreement is or
become prohibited by law or is judged by a court to be unlawful, void or
unenforceable, the provision shall, to the extent required be severed from the
Agreement and rendered ineffective as far as possible without modifying the
remaining provisions of this Agreement, and shall not in any way affect any
other circumstances of or the validity and enforcement of the remainder of this
Agreement.
 
13.5        This Agreement supersedes all prior
agreements, arrangements and undertakings between the parties and constitutes
the entire agreement between the parties relating to the subject matter of this
Agreement.
 
13.6        Save where expressly indicated this
Agreement is not intended to confer any rights on third parties.
 
13.7        This Agreement may be executed in any
number of counterparts or duplicates, each of which shall be an original, and
such counterparts or duplicates shall together constitute one and the same
agreement.
 
13.8        The Affiliate acknowledges and agrees
that Genting’s  business  relies upon the protection of its IPR and Confidential
Information  and that in the event of a
breach or threatened breach of Confidentiality or misuse of its IPR, that
Genting may be caused irreparable damage, such that damages may not be an
adequate remedy for any breach of by Affiliate of the provisions of this
Agreement. In such instances Genting shall be entitled without proof of special
damage to seek the equitable remedies of injunction, specific performance or
other equitable relief should the need arise.
 
 
 
13.9        The construction, validity and performance of this Agreement and/or Terms will be governed by the laws of England and the Affiliate submits to the exclusive jurisdiction of the English courts. Genting may however, bring action against the Affiliate in the court of any other jurisdiction if and as appropriate.
will be governed by the laws of England and the Affiliate submits to the
exclusive jurisdiction of the English courts. Genting may however, bring action
against the Affiliate in the court of any other jurisdiction if and as
appropriate.