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:-
2. DEFINITIONS 2.1 In this Agreement the following expressions have the following meanings:- Agreement (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 (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 (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). Applicable Deductions (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.
(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 (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 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 Group LCCP
(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 (i) www.gentingcasino.com; and (ii) www.circuscasino.com; Product (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 (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. (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 (i) all Applicable Laws; (ii) the Advertising Rules; and (iii) the Licensing Objectives (i) the Casino Net Revenue; (ii) the Sports Betting Net Revenue; or (iii) CPA Fee(s) Revenue Share (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 (i) are unsolicited; or (ii) contain false or misleading statements; or (iii) do not contain a “remove” option. 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).
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 identity4.4.2 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; or4.6.2 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. 5. AFFILIATE OBLIGATIONS 5.1 General 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; nor5. 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; and5.8.2 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:- 6.1.1 provide You with approved Banners, associated Brand Features and Links for inclusion on / upload to the Affiliate Websites;6.1.2 use reasonable commercial endeavours (and subject to Your compliance with our reasonable instructions regarding same from time to time) use reasonable endeavours to track referred Customers from Your Affiliate Websites. You acknowledge, however, that We shall not be liable to you in any way should We be unable to identify Customer(s) originating from Your Affiliate Website(s). You further acknowledge that should You fail to obtain consent for tracking that (i) no Affiliate Remuneration shall be payable, whether or not the Customers can be tracked; and (ii) You as Affiliate are solely responsible for any such failure and all liabilities, costs, losses, penalties and sanctions arising therefrom or connected thereto; and 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:- 7.1.1 A Standard Revenue Share; or7.1.2 (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:-
7.6 Monthly statements will be made available within our AMS detailing the number of tracked Customers referred by You and your Standard Revenue Share or Remuneration as the case may be (if any, see 7.1) which you have earned over the course of that month. 7.7 In the event that:- 7.7.2 Your Revenue Share does not exceed Our qualifying thresholds for electronic transfer, namely, €225, £200, (US) $250 then We shall be entitled to, but not obliged to, hold over any Revenue Share until such time that a sum in excess of those respective amounts is payable to You; 7.7.3 You have introduced fewer than five (5) Customer referrals during any three (3) month period, then We reserve the right at Our sole discretion to withhold payment from you and/or to set off negative returns against any future Revenue Share or Remuneration (if any) and/or to terminate the Agreement between us on three months prior written notice, without cost or penalty on the grounds that it is or has become commercially unviable; 7.7.4 Your Customer referrals in any three (3) month period have made Deposits of less than $5,000 in aggregate then We reserve the right at Our sole discretion to withhold payment from you and/or to set off negative returns against any future Revenue Share or Remuneration (if any) and/or to terminate the Agreement between us on three months prior written notice without cost or penalty on the grounds that it is or has become commercially unviable; 7.7.5 We reasonably determine that you are no longer an active Affiliate and referrer to us, in which case we may terminate the Agreement between us on three months prior written notice, without cost or penalty, on the grounds that it is or has become commercially unviable; 7.7 We shall pay your Revenue Share within 60 days of the end of the relevant calendar month in which it accrues. All Revenue Share and Affiliate Remuneration payments made are and shall be inclusive of VAT if any, and the Affiliate agrees and confirms that it shall pay any and all taxes chargeable, payable or levied upon its receipt of Revenue Share / Remuneration. 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 Affiliate’s Remuneration then the Affiliate hereby agrees that it shall indemnify Genting and the Genting Group from and against any and all liabilities, assessments, demands, or claims, on a full and continuing basis, notwithstanding termination of this Agreement, together with all costs and expenses thereon and any penalties fines or interest incurred or payable by Genting (or Genting’s Group Companies) in connection with or in consequence of any such liabilities, assessments or claims. 7.8 In the rare event of error in Our calculation of Your Affiliate Remuneration, you acknowledge and agree that We reserve the right to correct Our calculations at any time. In the event of any overpayment made by Us You agree to repay same on demand. We may also set-off any overpayment made against any future amounts due to You. 7.9 We reserve the right to revise your Revenue Share, Remuneration basis or the Product upon which payment is or may be due, should you fail to deliver any new Depositing Customers within any three (3) month period. We further reserve the right to terminate the Agreement between us should you fail to deliver any new Depositing Customers within any three (3) month period of the Agreement. In the event that We do so, we shall have no further obligations to you other than to pay Revenue Share for any existing referred Customers up to the effective date of termination only (if and as applicable). 7.10 We shall only pay and be responsible for the payment of Affiliate Remuneration to You during the Term of this Agreement. No entitlement accrues, nor obligation nor liability to do so shall subsist thereafter in the event of termination, expiry or cessation of this Agreement for any reason whatsoever. 7.11 You acknowledge and agree as continuing conditions to payment of Affiliate Remuneration that:- 7.11.2 We reserve the right to amend or terminate this Agreement and remove any Affiliates who breach the terms of this Agreement, or who breach Applicable Laws, Regulatory Requirements and/or any associated Code of Conduct; 7.11.3 We engage the services of a third party (presently “Income Access” part of the PaySafe Group) to provide the affiliate platform and system maintenance to Us, the AMS. We have service levels in place and expect these to be upheld but ultimately do not have control over those third party services. You agree that we cannot be held responsible for any failures arising from such third party services. You nonetheless agree to cooperate with Us and our third party service providers in furtherance of this Agreement; 7.11.4 We shall make reasonable commercial efforts to make payments (if any) due to you in a timely manner. However, we shall not be liable for occasional delays or delays outside of our control. As non-exhaustive examples, any changes in the contact or banking details provided by You may give rise of a delay in making any payments due. Where You become aware of any overdue payments please contact us immediately and we will endeavour to resolve the matter as soon as practicable; 7.11.5 We may always withhold, correct, cancel or void, any Affiliate Remuneration which is accrued by means of, in connection, or as a consequence of, Affiliate’s or Affiliate’s Customers’ cheating, fraudulent, collusive, improper or illegal play on the Genting Websites. 7.12 You agree that you will notify us immediately if (i) You change your VAT status (including registration, de-registration or if your VAT number changes; or (ii) sell or wind-up all or part of your business. 7.13 We will not pay, and reserve the right to set-off, cancel, or demand repayment of, Affiliate Remuneration paid / payable for Customer referrals procured in breach of Applicable Laws, Regulatory Requirements, the Data Protection Legislation or this Agreement. As an example, if the Affiliate has not explained and/or obtained consent for tracking via the Link provided in accordance with the Data Protection Legislation, no Affiliate Remuneration will be paid for Customers so referred (or any others) notwithstanding any subsequent Deposits or spend by them on the Genting Websites (even if over applicable thresholds, if any). 7.14 The Affiliate further agrees that it shall, at all times in a manner compliant with the Data Protection Legislation, and subject to Our reasonable instructions (if any) register and record each time a web browser on the internet or unique IP address requests the Link(s) or Genting Website(s). The Affiliate agrees that it shall provide this information to Genting on request as directed by Genting from time to time. The Affiliate agrees not to artificially inflate the number of, or reported number of requests through their own visits to the Link or Gentings Website(s) pages nor to adopt any other surreptitious means to inflate the same. 8 TERM AND TERMINATION 8.1 This Agreement will come into force when:- 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:- 8.3.2 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: 8.3.7.2 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; 8.3.9 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:- 8.5.2 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. 8.5.7 The provisions of clauses 4, 5, 7.7 to 7.14 (inclusive), 8, 9, 10, 11, 12, 13, 14, and 15 shall survive and subsist notwithstanding termination or expiry of this Agreement for any reason. 9 WARRANTIES 9.1 Each party to this Agreement warrants and represents that it is duly authorised to enter into this Agreement, to grant the rights outlined within it and otherwise to perform its obligations outlined herein. 9.2 You the Affiliate warrant, represent and undertake (without prejudice to any other warranties, representations and obligations within this Agreement) on a continuing and deemed repeated basis that:- 9.2.2 You own and shall maintain ownership and editorial control over the Affiliate Website(s) and all activities associated with it. 9.2.3 You shall ensure and continue to ensure that the Affiliate Website(s) does not contain or link to any material which is illegal, fraudulent, defamatory, obscene, harmful, threatening, or which is discriminatory or threatening under Applicable Laws, or in breach of third party rights (including but not limited to Intellectual Property Rights and Prohibited Sites); 9.2.4 You are not under the age of 18 or (if higher) the age at which gambling is permitted in the jurisdiction in which You are located and not otherwise resident in any Prohibited Territories; 9.2.5 You shall comply and ensure that You maintain compliance with Applicable Laws, Regulatory Requirements, the Licensing Objectives and the Data Protection Legislation in Your performance of this Agreement at all times; 9.2.6 You shall not use Genting (or Genting Group) Links, Banners, associated Brand Features and/or content or Links other than for the limited purpose provided 10 INTELLECTUAL PROPERTY 10.1 Genting grants to the Affiliate a non-exclusive, revocable, non-transferable and limited license, for the Term of this Agreement (only) to display Genting approved and provided Banners and associated Brand Features, and Links (remove on the Affiliate Websites) for the limited purpose if display and referral by Link (only). Any and all Intellectual Property Rights and/or goodwill arising from that display shall ensue solely to Genting and its Group (as applicable). 10.2 You acknowledge, confirm and agree that You have no rights to alter, amend, or revise the Genting approved and provided Banners and associated Brand Features, related content or Links provided and approved by Us absent Our prior written consent which We may withhold at Our sole discretion. This does not apply to parameters necessary for You to track activity (only). 10.3 You acknowledge confirm and agree that You may not sub-license, assign or transfer the limited rights conferred by clause 10.1 and that upon termination of this Agreement for any reason those limited rights shall be automatically revoked. 11 INDEMNITY Without prejudice to, and in addition to other rights and remedies Genting (or its Group) may have within this Agreement, You agree to indemnify Genting and its Group, and their respective directors, officers, employees, agents and other representatives and to hold them harmless and to immediately indemnify them upon demand from and against any and all liabilities, losses, loss of profit, costs, demands, penalties, regulatory fines, sanctions, and expenses (including reasonable legal fees or expenses and any tax thereon) suffered, incurred, or otherwise arising from or connected to, any breach, non-performance, contravention, or circumvention of this Agreement or any omission, oversight or any other failing in Your performance of it. 12 LIABILITY 12.1 Neither party limits its liability for death or personal injury arising from its negligence, nor restricts or limits its liability for fraud. 12.2 Neither Genting nor its Group shall be liable to You in contract, tort (including negligence) or for breach of statutory duty for:- 12.2.2 loss of contracts, business, business opportunities, or anticipated savings; or 12.2.3 any loss of goodwill or reputation; or 12.2.4 any special, indirect or consequential losses whether or not such losses were in contemplation of the parties as at the date of this Agreement. 12.3 Subject to 12.1 and 12.2, Genting’s maximum liability to you shall not exceed and shall in all cases be limited to, the 100% of the Remuneration paid / payable to You in the six (6) month period preceding the date on which liability accrued. 13 CONFIDENTIALITY 13.1 During the Term of this Agreement We may disclose to You or You may otherwise become privy to, information concerning the business, affairs, customers, clients, plans, intentions, finances, processes and systems of Genting or its Group, including information marked “confidential”, or information which by virtue of its content or circumstances of its disclosure should reasonably be considered confidential (together the “Confidential Information”) 13.2 You agree as an Affiliate to keep all such Confidential Information secret and secure and treat it in strict confidence, and not use or employ any part of it for any purpose other than your due performance of this Agreement. 13.3 Confidential Information shall not include any information that is or becomes available to the public (other than by reason of Affiliates breach of this clause), or information required to be disclosed by reason of law, provided that where such circumstances arise (and where permitted), the Affiliate will give Genting immediate notice of any such request or pending disclosure further to those grounds. 13.4 The obligations in this clause 13 shall survive and subsist notwithstanding termination or expiry of this Agreement for any reason. 14 DATA PROTECTION The Affiliate warrants and undertakes that it shall comply and maintain compliance with the Data Protection Legislation at all times in its performance of this Agreement. 15 GENERAL 15.1 Nothing in this Agreement is intended to, nor shall it operate to create a partnership between the parties or to authorise one party to act as agent for the other. Neither party shall have authority to act in the name of or on behalf of the other or to otherwise bind the other in any way. 15.2 This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous arrangement, agreement or understanding between them relating to its subject matter. 15.3 The exercise of one or more rights within this Agreement by Genting shall not prevent the exercise of any other right or remedy. 15.4 The Affiliate confirms that damages may inadequate for any actual or threatened breach of this Agreement by the Affiliate and Genting reserves all rights to pursue the equitable remedies of injunction or other equitable remedies (including specific performance) should need so require. 15.5 The Affiliate may not assign, transfer or sub-licence any obligations upon it, or benefit arising to it under this Agreement. Genting may freely assign this Agreement to any member of its Group. 15.6 If any provision of this Agreement is or becomes prohibited by law, or is judged to be void, voidable or unenforceable, then that provision shall, to the extent required be severed from the Agreement between the parties and rendered ineffective so far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances, the validity and/or enforcement of this Agreement. 15.7 Save where expressly stated (in respect of Genting’s Group) this Agreement is not intended to and shall confer any rights on third parties. 15.8 Genting’s failure to enforce the Affiliates strict performance of any provision of this Agreement will not constitute a waiver of its right to thereafter enforce that provision or any other. 15.9 All notices required under this Agreement will be deemed effective when received and made in writing either electronically with a read receipt requested or by registered postal mail to the address provided by the Affiliate upon registration with us. 15.10 The construction, validity and performance of this Agreement shall be governed by English law and the Affiliate submits to the exclusive jurisdiction of the English courts. The foregoing shall not prevent Genting bringing action in against the Affiliate in any other jurisdiction if and as appropriate. SCHEDULE 1 PROHIBITED TERRITORIES Afghanistan, Algeria, American Samoa, Antigua and Barbuda, Australia, Austria, Belarus, Belgium, Brazil, Bulgaria, Cambodia, Canada, China, Columbia, Cote d’Ivoire, Cook Islands, Cuba, Cyprus, Czech Republic, Denmark, Ecuador, Estonia, Finland, France, French Polynesia, FYR Macedonia, Germany, Greece, Guadeloupe, Guam, Hong Kong, Iraq, Ireland, Israel, Italy, Japan, Kuwait, Lao, Libya, Macau, Malaysia, Monaco, Montenegro, Myanmar, The Netherlands, Aruba, Curacao, and Sint Marten (Kingdom of the Netherlands), Saba, Sint Eustasius and Bonaire (Dutch territory), Nauru, Northern Mariana Islands, North-Korea, Norway, Pakistan, Palestine, the Philippines, Poland, Portugal, Puerto Rico, Qatar, Romania, Russia, Serbia, Singapore, Slovakia, South Africa, South Korea, South Sudan, Spain, Sudan, Switzerland, Syria, Taiwan, Thailand, Turkey, UAE, Ukraine, United States of America, US Virgin Islands, Uzbekistan, Vietnam, Wallis and Futuna Islands, Yemen, Zimbabwe or in a jurisdiction where online gambling is not permitted by law or otherwise illegal (as amended by us by time to time to meet legal or regulatory requirements); |