GENTING AFFILIATE PROGRAMME TERMS AND CONDITIONS

1.            GENERAL

By completing Our affiliate application process (or by continuing to participate in Our Programme if already a member), You are taken to agree all the terms, conditions, duties and obligations which follow.

If you do not agree to these terms:-

• Do not apply for entry onto Our Programme and discontinue Your Application; or
• (If You are already a member of Our Programme) contact our Affiliate team (at affiliates@gentinguk.com) to arrange Your withdrawal from it.

2.            DEFINITIONS

2.1        In this Agreement the following expressions have the following meanings:-

Agreement
means and includes:-

(i)         this agreement and any schedules to it (as if set out in full in the main agreement body); and

(ii)        any mutually agreed and signed Term Sheet (if any) setting out the basis of Affiliate’s Remuneration which is subsequently set-up and configured by Our Affiliate team (only) within Our AMS;

(iii)        any additional data processing terms provided or issued by Us, in the event We approve any direct marketing by You further to clause 5.2 (subject to such conditions as We may direct); and

(iv)       any further guidance or Code of Conduct issued to Our Affiliates or placed on Genting’s Website(s) from time to time (if any);

Advertising Rules
means the UK Advertising Standards Authority’s Code of Non-Broadcast Advertising, Sales, Promotion and Direct Advertising, the Committee of Advertising Practice “Guidance on the Rules for Gambling Advertisements” and the UKGC’s LCCP all as amended, updated and supplemented from time to time.

Applicable Laws
means all legislation, by-laws, regulations and other statutory instruments as apply, or may apply to this Agreement or any performance of it (in any jurisdiction) including those which may govern or restrict:-

(i)         gaming in a territory (including participation in gaming by any website visitor or Customer from a territory);

(ii)        the advertising of gaming, targeting or hosting, of gaming sites, content or offers within or to any territory, individual, group, or demographic;

(iii)        the collection, retention, storage, processing or transfer of confidential or personal data;

(iv)       the conduct, continuance, registration, or regulation of an Affiliate entity in the territories in which it is located or which it otherwise targets / does business.

Affiliate
means the individual or entity registering with and accepted onto our Affiliate programme as well as any Affiliate continuing to participate in it.

Affiliate Remuneration
means one or more of:-

(i)         a customised % Standard Revenue Share (whether for one Product only, or both together, as the case may be); or

(ii)        a CPA Fee only (including but not limited to CPA Fees on a trial, capped, or “tiered” basis as the case may be); or

(iii)        a customised or un-amended Standard Revenue Share in conjunction with CPA Fee, as the case may be

which are set down within the mutually agreed Term Sheet (if any) and configured by Our Affiliate team within Our AMS (only) or (in the absence of an agreed Term Sheet):-

(i)         the Standard Revenue Share set down at clause 7.4 (only).

Affiliate Websites
means the Affiliates own websites, mobile applications and any further marketing channel(s) expressly approved by Us.

AMS
means Our Affiliate management system

App
means Our mobile casino or sports betting application on any platform.

Applicable Deductions
means:-

(i)         all Gaming Taxes;

(ii)        all applicable sport or casino bonuses (free bets or free chips);

(iii)        all chargebacks;

(iv)       all third party royalties payable by Us to any relevant game provider;

(v)        all other refunds, returns, credits or compensation given to Customers (whether full or partial);

(vi)       Customer payment processing / payment method fees (if any);

(vii)       all deductions, cancellations and set-offs permitted by this Agreement on account of Prohibited Activities or otherwise for Affiliate’s breach or contravention of its obligations herein.

Banners
means (our approved) graphical artwork / text that directs Customer traffic to the Genting Websites or App(s)

Brand Features
means Our own approved and provided Banners trademarks, logos, service marks, copy and graphical artwork / text and Links that direct Customer traffic to the Genting Website(s) or App(s).

Casino Net Revenue
means (Affiliate referred and tracked) Customer’s (real money) Online Casino Site(s) bets less winnings less Applicable Deductions.

Casino Net Revenue Share
means the Affiliates % share of the Casino Net Revenue:-

(i)         outlined within the Term Sheet and configured by Our Affiliate team within Our AMS (if applicable); or

(ii)        otherwise forming part of Our (standard, Genting Website) Revenue Share outlined at clause 7.4 (in the absence of an agreed and AMS configured, Term Sheet).

Code of Conduct
means any general good practice guidance and direction for Affiliates as We may choose to issue and display on the Genting Website(s) from time to time.

CPA
means Cost Per Acquisition.

CPA Fee
means any one-off payment(s) for (tracked) qualifying Customer(s) referral via Link on the Affiliates Website(s) for their registration and/or qualifying Deposit or spend, in line with the parameters outlined within Our Term Sheet and configured by Our Affiliate Team within our AMS (if any). The CPA Fee shall only apply where the Affiliate has been approved by Us and set up on a CPA plan with Us by Our Affiliate team).

(i)         are of legal age and entitled to access the site in accordance with Applicable Laws;

(ii)        pass and maintain Website validation and verification;

(iii)        aren't otherwise known to Us (including but not limited to e.g. existing or lapsed players on the Genting Websites or within our land-based premises);

(iv)       aren't relations or business associates of the Affiliate themselves; and who

(v)        make a qualifying Deposit on the Genting Website(s) or configured Product as the case may be; and

(vi)       who do not otherwise engage in Prohibited Activities.

Deposits
means the (real money) funds deposited by referred (and tracked) Customers on the Genting Website(s) or approved and configured by Product.

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 other 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.

Effective Date

(i)         We notify You that Your application to join Our Affiliate Programme has been approved, or You are configured upon Our AMS and carry Our Links (whichever is the earlier); or

(ii)        (if You are an existing Affiliate with Us) the date upon which these Affiliate Terms are uploaded onto Our "Genting Affiliates" website pages.

Gaming Taxes
means any and all taxes, duties or levies (including VAT, and Horse Race Levies, or equivalent) payable by Us to any authority in any jurisdiction or further to Applicable Laws, in respect of the Deposits, bets or stakes from (referred) Customers whether charged on turnover, gross profits, or otherwise including any of the aforementioned arising from or connected to the Affiliate Programme, but not (for the avoidance of doubt) taxes due or payable upon Our own business income (e.g. corporation or equivalent tax).

Genting
“We” “Our” “Us”   means Genting Casinos UK Limited of Genting Club Star City, Watson Road, Birmingham, B7 5SA.

Genting Website(s)
means and includes the Online Casino Sites and the Sports Betting Sites and such other sites as we may from time to time join to our the Affiliate Programme or individual Affiliate Remuneration arrangement(s) as the case may in our sole and absolute discretion.

Group
means any “subsidiary” or “holding” company/ies of Genting Berhad (Listed in Malaysia No.7916-A) and Genting Malaysia Berhad (Listed in Malaysia No. 58019-U) with the terms “subsidiary” and “holding” company/ies having the meanings conferred by section 1159 of the Companies Act 2006.

Intellectual Property Rights
means all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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.

LCCP
means the UKGC’s “Licensing Conditions and Codes of Practice” as amended, updated and supplemented from time to time.

Licensing Objectives
means the licensing objectives set out in Section 1 of the UK Gambling Act 2005, namely;

(i)         the prevention of crime and disorder;

(ii)        ensuring gaming fairness and integrity; and

(iii)        the protection of children and vulnerable persons from being harmed or exploited by gambling.

Links
means the (Genting approved and provided) Banners and 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 Customer’s web browser will generate as a result of clicking on the Link(s).

Online Casino Sites

(i)         www.gentingcasino.com; and

(ii)        www.circuscasino.com;

Product
means one or more of:-

(i)         some or all of Our Online Casino Sites; and/or

(ii)        Our Sports Betting Site

as agreed by Term Sheet and set-up and configured within Our AMS by Our Affiliate team (only).

Prohibited Activities
means acts, errors, or omissions by You or Your (referred) Customers (whether independently or together) which:-

(i)         are or are likely to be illegal or otherwise contravene Applicable Laws;

(ii)        are intended, or which otherwise have the object, effect or likelihood of defrauding either the Genting Affiliate Programme or the Genting Website(s) (whether or not such acts succeed);

(iii)        fraud, cheating at gambling, collusion, or play aimed at defeating the essential premise of a game of chance, or abuse of or inflation or referrals;

(iv)       Spamming;

(v)        False misleading or inaccurate advertising;

(vi)       “Rake backs” and/or other incentives to Customers;

(vii)       Computer misuse (including “hacking” or other interference with the Genting Websites);

(viii)       Breach of Applicable Laws, Regulatory Requirements or Data Protection Legislation; and

(ix)       any direct marketing conducted on Genting’s behalf absent its formal written consent.

Prohibited Territories
means the jurisdictions outlined at Schedule 1 to this Agreement.

Prohibited Websites
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.

Regulatory Requirements
means and includes:-

(i)         all Applicable Laws;

(ii)        the Advertising Rules; and

(iii)        the Licensing Objectives

Revenue
means one or more of:-

(i)         the Casino Net Revenue;

(ii)        the Sports Betting Net Revenue; or

(iii)        CPA Fee(s)

Revenue Share
means the Affiliates:-

(i)         Standard Revenue Share outlined at clause 7.4; or

(ii)        the Affiliate Remuneration outlined within the Term Sheet and configured and approved within the AMS by Our Affiliate team (only);

Spam
means emails or messages that:-

(i)         are unsolicited; or

(ii)        contain false or misleading statements; or

(iii)        do not contain a “remove” option.

Sports Betting Net Revenue
means (Affiliate referred and tracked) Customer’s (real money) Sports Betting Site bets less winnings less Applicable Deductions.

Sports Betting Net Revenue Share
means the Affiliates % Share of the Sports Betting Net Revenue:-

(i)         outlined within the Term Sheet and configured by Our Affiliate team within Our AMS (if applicable); or

(ii)        otherwise forming part of Our Standard Revenue Share outlined at clause 7.4 (in the absence of an agreed and AMS configured, Term Sheet).

Sports Betting Site
means www.gentingbet.com or sport.gentingcasino.com

Standard Revenue Share
means and includes the Casino Net Revenue Share and Sports Betting Net Revenue Share outlined at clause 7.4, together.

Term
means the period from the Effective Date until date of expiry or termination of this Agreement (for any reason).

Term Sheet
means the term sheet produced by Us (only) and agreed with Us to record specific terms of Affiliate Remuneration which We alone shall configure and approve within the AMS, and reserve all rights to amend or rectify in the event of error in configuration. In the absence of a Term Sheet Standard Revenue Share shall apply.

UKGC
means the United Kingdom Gambling Commission

VAT
means Value Added Tax under the Value Added Tax Act 1994.

Website Net Revenue
means the Casino Net Revenue and the Sports Betting Net Revenue together.

You
means the Affiliate applying for entry to, or otherwise participating in our Affiliate Programme.

2.2        In this Agreement unless the context otherwise requires:-

2.2.1     clause headings are included for convenience only and shall not affect their interpretation;
2.2.2     “persons” include firms, companies, corporations and individuals as the case may be;
2.2.3     References to an “entity” or “entities” include any company, corporation or other body corporate wherever and however incorporated and established.
2.2.4     Any reference to any enactment includes reference to that enactment as amended, replaced, supplemented and updated from time to time, as well as any subordinate legislation or byelaw made under that enactment; and

2.2.5     Any obligation on a 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.

3.            AGREEMENT & AGREEMENT UPDATES

3.1 This Agreement sets out the sole terms and conditions applicable to Affiliates who successfully apply, and who are subsequently accepted onto, Our Affiliate programme to the exclusion of all other terms (including for the avoidance of doubt any which the Affiliate may now or hereafter seek to impose).

3.2        We may amend, and reserve the right to amend, alter, and/or revise Our Agreement with You at any time, by posting revised Terms on the “Genting Affiliates” page of Genting’s Website(s). Any revised terms so posted shall be legally effective between us from the date of their upload.

3.3        Where reasonably practicable We will endeavour to inform You of significant changes to the Agreement by way of email or AMS notification. You nonetheless agree and confirm that it is and remains Your sole responsibility to periodically log into Your account and check the Agreement terms applicable. You further confirm that Your continued membership and participation in Our Affiliate Programme post revision shall constitute Your acceptance of any revised Agreement terms. Should You not wish to accept any revised Agreement terms then your sole remedy shall be a right to terminate your Agreement with us. If you wish to do this please contact our Affiliate team at affiliates@gentinguk.com.

3.4        This Agreement replaces all prior and existing agreement terms for our Affiliate Programme.

4.            APPLICATION, ACCEPTANCE, VERIFICATION

4.1        By completing Our Affiliate Application Form You are taken to warrant and confirm that:-

4.1.1     You are 18 years of age (or above the age required by Applicable Laws in your jurisdiction, if greater);
4.1.2     You are not located in a Prohibited Territory (and that if you are so located our approval of your application (and your membership, if any) is/will be subject to such additional due diligence as we may request at any time;
4.1.3     You do not work for Genting or its Group;
4.1.4     You accept and agree to be bound by the Terms and requirements of this Agreement;

4.1.5     All details provided on Your Form are true, accurate, complete and not otherwise misleading and You agree that You will inform us promptly should any of those details (including contact, banking or your tax details) change.

4.2        We shall determine in Our sole and continuing discretion whether Your application to join Our Affiliate programme has been successful.

4.3        You acknowledge and confirm that Our decision to admit or refuse membership to our Affiliate Programme is and remains at Our sole discretion at all times and not subject to any rights of appeal. If your application has been successful We will contact you and relay the practical steps which you must to take to register upon our AMS and to access the Links.

4.4        We may request, and You agree to provide, any documents, data, certifications, verifications, proofs, statements, or other evidence required (at any time) to:-

4.4.1     verify Your identity
4.4.2     verify Your business status or trading activities including but not limited to (i) Any incorporation, registration, ownership details (including ultimate beneficial ownership and shareholdings and any changes thereto) (ii) details of corporate structure, finances, and proof of any registrations required by Applicable Laws (including but not be limited to registrations for the purposes of taxes, including VAT or local equivalent and payment of same if and as applicable)
4.4.3     verify any details required by Applicable Laws;
4.4.4     verify your (initial and ongoing) compliance with your duties and obligations under this Agreement; and

4.4.5     verify your (initial and ongoing) compliance with Regulatory Requirements and/or the Data Protection Legislation.

4.5 You agree to provide Us with such further supporting documents as We may require in performance of this Agreement, or as may be required by Applicable Laws or Regulatory Requirements from time to time.  

4.6 You agree and confirm that we may legitimately withhold, or if necessary revoke or nullify, Your entitlement to any all or part of Your Affiliate Remuneration (whether present or future) and/or terminate the Agreement between us, should:-

4.6.1 you not comply with any reasonable request made under 4.3 or 4.4; or

4.6.2     should the results of disclosures made by You further to 4.3 or 4.4, give us reasonable grounds to suspect, money laundering, identity theft, funding or terrorist financing, AML contraventions, breach of Applicable Laws and/or breach of Regulatory Requirements

            and that we shall not be obliged to disclose our reasons for any such withholding, nullification or termination in such instances.

4.7        You acknowledge and confirm that any information provided by You by way of Your application or in performance or furtherance of this Agreement, from which You can be personally identified (“Affiliate Details”) may be used by Genting or its Group for some or all of the following purposes:-

4.7.1 administering the Agreement between us (for example, set-up, configuration, payment, administration and/or termination of your Affiliate membership);
4.7.2 to comply with Applicable Laws and Regulatory Requirements (including reporting, if and as applicable to regulators, industry bodies and applicable authorities);
4.7.3 to monitor Your activities, referrals and Your Customers for the purposes of the detection and prevention of fraud, cheating, collusion, breach of Applicable Laws (including the Data Protection Legislation) and/or compliance with Regulatory Requirements; and
4.7.4 for any other purpose which is necessary for the performance of Our obligations and duties towards You, any regulator (including the UKGC) or is reasonably required further to Applicable Laws.

You acknowledge and confirm your consent to Our processing Your Affiliate Details as set out above.

 The Affiliate agrees and confirms that it shall incorporate and prominently display the most up-to-date approved Banners and Links on its Affiliate Websites (including those provided by the Affiliate’s team) and updated and periodically uploaded to the AMS

5.2        The Affiliate agrees and confirms as a continuing condition that this Agreement only permits the display of Genting approved Banners and associated Brand Features and Links on the Affiliate Website(s) only and does not permit under any circumstances:-

5.2.1     Your direct marketing (via email, SMS, Spam, cold call or other mechanism) Genting related offers and promotions to Your website visitors or referred Customers; nor

5. 2.2    Your display of anything other than the Genting approved Banners associated Brand Features and Links (in the latest format approved and provided) on Your Affiliate Website(s) unless approved by Us (at our sole discretion) and subject to such additional practical, procedural and/or contractual safeguards as We may from time to time direct.

5.3        You acknowledge and confirm (in the event that You wish to conduct direct marketing or other advertising on our behalf) that:-

5.3.1 all such marketing is and remains subject to Our consent, which may be withheld at our sole discretion and/or given subject to such additional terms, Schedules, requirements and/or procedural assurances as we may direct.

5.4 You agree that You shall indemnify Genting, its Group, its officers, directors, employees and representatives and hold them harmless on demand from and against any and all liabilities, costs, expenses, damages, losses (including any direct indirect or consequential losses, loss of profit, loss or reputation and all interest penalties and legal and other professional costs and expenses) and any fines or sanctions levied, charged or payable under Applicable Laws which arise from or are connected to Your breach or contravention of 5.2 or 5.3. This provision shall survive and subsist notwithstanding termination or expiry of this Agreement for any reason.

5.5        You agree to comply with any reasonable request from Us relating to the display, access, update, upkeep and/or content of relevant Banners, Brand Features and / or Links.

5.6        You agree and undertakes that You shall not:-

5.6.1     place Links on any of pages of the Affiliate Websites aimed at persons under the age of 18 (or other such age required under Applicable Laws, if greater) nor target underage or vulnerable individuals by any other means or channel;
5.6.2     use the Banners, Brand Features, Links or Genting’s IPR on or in connection with any Prohibited Websites;
5.6.3     make the Links accessible to any persons located in Prohibited Territories;
5.6.4     engage in, encourage or otherwise procure (whether directly or indirectly, Your Customers or via third parties) any Prohibited Activities including in respect of the Genting Websites;
5.6.5     apply for a trade or service mark similar to or reasonably capable of being confused with the Brand Features or any trademarks or designs comprising the icons and banners or the words “Genting Bet”, “Genting Casino” “Genting”, “Genting Casinos UK Limited”, “Genting Alderney”, “Genting Stanley”, “Circus Casino”, “Mint Casino”, “Maxims Casino”, “Crockfords”, “Resorts World” or any other Genting or Genting Group brand or derivative or similar term thereof;
5.6.6     purchase or register keywords, search terms or other identifiers similar to or reasonably capable of being confused with the Brand Features or any of Our or Our Groups trademarks, including but not limited to “Genting Casinos” “Genting Bet” “Genting”, “Genting Casinos UK Limited” “Genting Alderney” “Genting Stanley”, “Circus Casino”, “Mint Casino” “Maxims Casino”, “Crockfords”, “Resorts World” or any other Genting or Genting Group brand or derivative or similar term thereof;
5.6.7     place pay-per-click bids with any Internet Service Provider on (i) keywords comprised within the Brand Features or (ii) the keywords “Genting Casinos”, “Genting Bet” “Genting”, “Genting Casinos UK Limited”, “Genting Alderney”, “Genting Stanley”, “Circus Casino”, “Genting Bet”, “Genting Poker” “Genting Club”, “Mint Casino”, “Maxims Casino”, “Crockfords”, “Resorts World” or derivative or similar term thereof;
5.6.8     assert the invalidity, unenforceability or otherwise contest the ownership of Banners Brand Features, the Links or Our IPR in any action or proceeding of whatever nature, and not take any action which may prejudice our (or Our Group’s) rights in same which may render the same generic, or otherwise weaken respective validity or diminish any associated goodwill or other proprietary or moral rights.
5.6.9     include metadata, descriptions or tags on the Affiliate Websites or use content which is identical or similar to any of Our (or Our Group’s) trademarks, logos or brand names, or website content;
5.6.10    by act or omission do anything which in Our reasonable opinion is capable of adversely affecting Our Genting Website(s), general standing or Our business reputation or goodwill;
5.6.11    make any claims, warranties or representations on Our behalf and shall have no authority to bind Us or Our Group;
5.6.12    offer any incentive, “rake back” payment or “kick back” or any other inducement for/to any Customer or other third party in connection with, or as a consequence of, any referral to, or gaming upon the Genting Website(s) or referral via the Links (including but not limited to “loyalty” or “rebate on loss schemes”);
5.6.13    play on the Genting Website (either directly Yourself or on behalf of others) nor refer as Customers to the Genting Websites those who are Your own spouse, partner or other close relative, save that the foregoing does not apply to “test” accounts, registrations or configurations (only);
5.6.14    Use or employ Spam / Spamming;
5.6.15    In any way interfere with or otherwise compromise the access to, or operation of, Our Genting Websites;
5.6.16    “Mimic” via the Affiliate Websites the look, feel and “get-up” of the Genting Websites or attempt to pass off or mislead or confuse users, visitors, or referred Customers by means of the adoption of similar look and feel to Gentings Website(s);
5.6.17    Intercept and/or redirect traffic from or on any other (Genting) affiliate website;
5.6.18    Post or serve any advertisements or other content promoting the Genting Websites via means of “pop up” or “pop under” windows or other “framing” methodology, nor procure, ensure, arrange or authorise for any third party to do so on your behalf;
5.6.19    Seek to artificially inflate the number of Customer referrals or Affiliate Remuneration due (including e.g. via artificial or inflated referrals or ‘false’ page impressions / visits);

5.6.20    entice or solicit other affiliates to reproduce the Links, or otherwise distribute offers pertaining to the Genting Websites.

5.7        The Affiliate agrees and undertakes that it shall:-

5.7.1     Ensure that all (permitted) marketing advertising and promotion of the Genting Websites (if any, see 5.2 and 5.3) shall include the logos and wording, begambleaware.org, 18+ only and “Terms and Conditions Apply” as a minimum requirement;
5.7.2     When it becomes aware that a Prohibited Site carries or links to Genting’s Websites Assets it shall inform Genting immediately of same, use its best endeavours to secure removal of any display, link or tab to the Genting Assets on the Prohibited Websites and otherwise cooperate with Us on an ongoing basis at Your own cost and expense to remove the same from the Prohibited Sites;
5.7.3     request Genting’s permission prior to implementing any marketing method or initiative outside of that outlined at 5.1;
5.7.4     At all times comply with the Data Protection Legislation in all respects and (without limiting the sense of the foregoing) inform its Affiliate Website users and visitors and (for the avoidance of doubt, its referred Customers), via a clear privacy policy that tracking technology will be installed on their device when they click on the Links. Such policy / notification shall also provide the Affiliate Website user / visitor with the opportunity to reject such tracking technology in accordance with the Data Protection Legislation.

5.7.5     Provide Us with Your full cooperation in the event of any enquiries claims or allegations made against Us by any regulatory or governmental body as a consequence of, or otherwise arising from our Agreement with You.

5.8        You hereby warrant and undertake that you shall:-

5.8.1     be solely responsible for the development, operation and maintenance of Your Affiliate Website(s), including any content thereon; and

5.8.2     be solely responsible for determining whether Your participation in Our Affiliate programme is legal under the Applicable Laws that apply to You.

5.9        The Affiliate acknowledges that Genting is a remote casino operator licensed and regulated by the UKGC and that the terms of its licence requires key assurances and responsible and ethical conduct from all of its Affiliates at all times. Accordingly You the Affiliate warrant and confirm that You shall at all times:-

5.9.1     conduct yourself in your performance of this Agreement as if you are bound by the same Regulatory Requirements as Us;
5.9.2     ensure that all permitted advertising (if any - see 5.2 and 5.3) to Affiliate Website visitors / users complies with Applicable Laws, the Data Protection Legislation and all Regulatory Requirements;
5.9.3     uphold and adhere to the Licensing Objectives at all times and not by inaction, action, omission or otherwise, contravene the letter or spirit of same in your performance of this Agreement or promotion of Genting or its Website(s);
5.9.4     comply with any Code of Conduct issued by Us from time to time;
5.9.5     not in any manner encourage Customers to play longer or bet more than they might otherwise do;

5.9.6     comply with all relevant statutory, regulatory, advertising and marketing regulations and codes or practice, including (without limitation) the Regulatory Requirements (including the Advertising Rules) the requirements of the UKGC, the Data Protection Legislation and any Code of Conduct notified to You from time to time or otherwise posted on the Affiliate pages of its Genting Website(s);

5.10      You acknowledge in the event that You are found to be in breach of the above, that We reserve the right to withhold, nullify, or otherwise cancel all or part of any Affiliate Remuneration and/or terminate the Agreement forthwith. Should we do so, no further entitlement to Affiliate Remuneration shall accrue or enure to You and any existing entitlement (if any) is deemed fully waived by You.

5.11      You shall indemnify and hold harmless Genting, its Group and its officers, directors, employees and representatives on demand from and against any and all liabilities, costs, expenses, damages or losses (including direct, indirect or consequential losses, loss of profit, loss or reputation and all interest penalties and legal and other professional costs and expenses) suffered or incurred by Genting or its Group arising out of or in connection with Your breach of this clause 5. The provisions of this clause 5 shall survive and subsist notwithstanding termination or expiry of this Agreement for any reason.

6 GENTING'S OBLIGATIONS

6.1 Subject to Your continuing compliance with this Agreement, We will:-

6.1.3 pay you the agreed Affiliate Remuneration due, if any.

7 AFFILIATE REMUNERATION AND PAYMENT

7.1 Subject to Your ongoing compliance with the terms of this Agreement, We offer a range of Affiliate payment and reward structures, including:-

7.1.2 (bespoke) Affiliate Remuneration;

Your plan will be as agreed within our Term Sheet (if any) and configured by Our Affiliate Team within Our AMS.

7.2 CPA Fees are and remain subject to revision and set-off by Us at all times and (where they form part of the agreed Affiliate Remuneration) are always subject to (i) registration and verification of the Customer at all times; (ii) a qualifying Deposit and spend and (iii) Customers compliance with our Website Terms of Use and/or relevant promotional terms where applicable (iv) the absence of Prohibited Activities in respect of that Customer or Affiliate.

7.3 CPA Fees will not be paid on account of Our existing or lapsed Customers (even if the referral is otherwise "good" and the Affiliates Remuneration parameters have otherwise been satisfied).

7.4 CPA Fees will not be paid on account or referrals made on the day of the Grand National.

7.5 In the absence of any specific agreed and configured Affiliate Term Sheet and agreed and configured Remuneration structure (configured by Us within Our AMS), the following Standard Revenue Share shall apply:-

• Affiliate (qualifying and tracked) Customer Website Net Revenue up to £20,000 - Std Revenue Share due to Affiliate 30% of Customers Website Net Revenue

• Affiliate (qualifying and tracked) Customer Website Net Revenue £20,001 to £40,000 - Std Revenue Share due to Affiliate 35% of Customers Website Net Revenue
• Affiliate (qualifying and tracked) Customer Website Net Revenue £40,001 to £80,000 - Std Revenue Share due to Affiliate 40% of Customers Website Net Revenue
• Affiliate (qualifying and tracked) Customer Website Net Revenue £80,001 + - Std Revenue Share due to Affiliate 45% of Customers Website Net Revenue

8             TERM AND TERMINATION

8.1        This Agreement will come into force when:-

8.1.1     We notify You that Your application to join Our Affiliate programme has been approved; or

8.1.2     The date upon which you are configured upon our AMS and use the Links (if prior to Our notification); or

8.1.3     The date upon which these Affiliate terms are uploaded onto the Genting Website(s) Affiliate page (including for existing Affiliates).

Whichever is the earliest.

8.2        Either You or Ourselves may terminate this Agreement on written notice, if a receiver, insolvency practitioner or administrator, is appointed in respect of the whole or part of the others assets, the other party is struck off the register of companies (or equivalent register) in the jurisdiction of its incorporation, or an order is made for, or a resolution is passed for the winding up of the other party, or (if the Affiliate is an individual) where the Affiliate is subject to bankruptcy (or equivalent) proceedings in any part of the world.

8.3        We may terminate the Agreement at any time on written notice to You (including notice by email) without further cost or penalty, where:-

8.3.1     Without prejudice to any other rights and remedies which follow, you breach any term of this Agreement and (where such breach is remediable) fail to remedy any breach within 14 days;

8.3.2     Where details given in Your application to join us, or given further to any subsequent verification or other request from Us are found to be false, untrue, inaccurate or misleading, or You omit to mention details / changes pertinent to Your continued membership of Our Programme;

8.3.3     Where You engage in Prohibited Activities (including but not limited to fraud, cheating, collusion, CPA or referral inflation, or other impropriety);

8.3.4     Where you target Prohibited Territories with the Banners, Links, Brand Features or the Affiliate Websites;

8.3.5     Where you target Customers located in Prohibited Territories or Customers who are underage in (permitted) territories;

8.3.6     Where you breach or contravene or we consider that you or your Affiliate activity, and practices adopted in respect therefore, are reasonably likely to breach or contravene, Applicable Laws, Regulatory Requirements, the Data Protection Legislation, and/or the spirit and intent of the Licensing Objectives at any time;

8.3.7     Where We reasonably consider and/or reasonably determine that some or all of the Customers referred by You:

8.3.7.1   have been referred by in a manner prohibited by the Data Protection Legislation;

8.3.7.2   have been misled or misinformed (whether actively or by omission) as to the terms of any relevant Genting offer;

8.3.7.3   have been referred by means of “pop-up” or other prohibited practice or Activity including referral via Prohibited Sites;

8.3.7.4   have engaged in Prohibited Activity, (whether alone or in concert with others) including fraud, cheating, collusion or other impropriety (whether or not successful);

8.3.7.5   display a higher than average incidence of Chargebacks, cancellations, refunds, credits or subsequent self-exclusions;

8.3.7.6   display a higher than average incidence of betting strategies designed to guarantee overall financial return and/or eliminate substantive elements of chance or risk from their play (whether or not successful);

8.3.7.7   display alongside other Customers referred by You a higher than average incidence of identical or similar playing strategies (registration only, or low deposit, similarities in amounts bet, bonus use and redemption) or whom otherwise breach applicable bonus or promotional terms;

8.3.8     Where you use, adapt, amend or change the approved and provided Banners, associated Brand Features, content and/or Links without our consent;

8.3.9     Where you direct market Genting offers to your Customer base (whether by email, SMS, post, cold call or other means) absent of our formal signed consent and such additional terms as we may direct;

8.3.10    Where details given in Your application to join Us or further to any subsequent verification or request from Us, are found to be false, untrue, inaccurate or misleading, or You omit to mention details / changes pertinent to Your continued membership of Our programme;

8.3.11    Where the continuing warranties given in section 9 are found to be or reasonably suspected to be untrue, inaccurate, false, misleading or misinformed, whether by act, error or omission, intentionally or otherwise;

8.3.12    Where We reasonably consider that any or all of Your Affiliate Website(s) or activities promotes, displays or otherwise links to sites or material which discriminates on grounds, of sex, race, age, nationality, disability, sexual orientation or other grounds forbidden by Applicable Laws, or infringes the Intellectual Property Rights of Genting’s Brand Features, Genting or Genting’s Group Companies or which includes content which is obscene, pornographic, violent, or promotes activities likely to contravene Applicable Laws;

8.3.13    Where We consider that the content displayed on your Affiliate Website(s) is or has become unsuitable for association or connection with Genting or its Group, or harmful to its general business reputation or goodwill, or otherwise potentially harmful to any license, accreditation or permit held under Applicable Laws by it or its wider Group.

8.3.14    Where We reasonably consider that the Affiliate has or is likely to breach any associated Affiliate Code of Conduct made available by Us to the Affiliate from time to time.

8.4        Where the Affiliate conducts no activity or no referrals on its account with us for a period of three (3) months or more, the Agreement will be deemed to have been terminated by the Affiliate without notice.

8.5        In the event of termination or expiry of this Agreement:-

8.5.1     the Affiliate agrees that it shall immediately disable the Links and any Banners associated Brand Features and/or content and otherwise remove same from the Affiliate Sites and further that all rights granted in respect of same will immediately be revoked and withdrawn and no further use is or shall be made in respect of same;

8.5.2     No Affiliate Remuneration shall accrue or enure to the Affiliate following termination for any reason (including but not limited to any failure by You to remove and disable Links and banners) nor shall the fact of a referral made post-termination revoke, waive, or otherwise override any termination or expiry of this Agreement;

8.5.3     If the Affiliate has breached this Agreement or acted contrary to its obligations and responsibilities hereunder, We shall not pay, and the Affiliate acknowledges that it shall have no entitlement to, and shall otherwise forfeit and fully waive, any Affiliate Remuneration then outstanding or due at termination;

8.5.4     We may withhold Your final Affiliate Remuneration payment for a reasonable period to ascertain and ensure that the final payment to You is correct and further that any sums outstanding to us are appropriately accounted for and if necessary set-off from that final payment;

8.5.5     Notwithstanding the reason for termination or expiry of the Agreement for any reason, and for the avoidance of any and all doubt, You shall not be entitled to any further Affiliate Remuneration from the date of termination or expiry of this Agreement, including Remuneration attributable to existing Customer activity post termination date, or new Customer referrals made following that termination date.

8.5.6     You shall immediately return or destroy and otherwise make no further use of all Confidential Information obtained, or to which you have become privy, as a consequence of this Agreement.