GENTING (GIBRALTAR) LIMITED AFFILIATE PROGRAMME TERMS AND CONDITIONS
Last Updated 27 January 2020
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:-
2.1 In this Agreement the following expressions have the following meanings:-
(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 (but only by that team) within Our AMS;
(iii) any additional data processing terms provided or issued by Us, in the event that - We approve any direct marketing by You further to clause 5.2 (subject to such conditions and additional terms and conditions as We may alone direct); and
(iv) any further guidance or Code of Conduct we issue to Our Affiliates or which is placed on Genting's Website(s) from time to time (if any);
(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, proprietary, 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.
(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 Our 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).
(i) all Gaming Taxes;
(ii) all applicable sport or casino bonuses (including but not limited to) free bets or free chips offered by the Licensed Operator;
(iii) all chargebacks;
(iv) all third party royalties payable by the Licensed Operator to any relevant game provider;
(v) all other refunds, returns, credits or compensation given to Customers by the Licensed Operator (whether full or partial);
(vi) Customer payment processing / payment method fees (if any) paid by the Licensed Operator;
(vii) all deductions, cancellations and set-offs permitted by this Agreement on account of any Prohibited Activities or any Affiliate 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
means individuals who have opened a new account with the Licensed Operator on the Genting Website after accessing the Website on a tracked basis via the Affiliate Link whom:
(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 or the Licensed Operator (including but not limited to e.g. existing, lapsed or prior players on the Genting Websites or within our (UK) Group's 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.
(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.
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.
means Genting Malta Limited, a company incorportated and registered in Malta with company number C-88828 whose registered office is located a Level G (Office 1/1120) Quantum House, 75 Abate Rigord Street, Ta'Xbiex XBX1120, Malta licensed and regulated by the Maltese Gaming Authority and the UKGC for B2C supply, and a Genting Group Company.
(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.
(i) www.gentingbet.com; and
(i) some or all of Our Licensed Operators Online Casino Sites; and/or
(ii) Our Licensed Operators Sports Betting Site
as agreed within Our Term Sheet and set-up and configured within Our AMS by Our Affiliate team (only).
(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, the Genting Website(s), Ourselves or the Licensed Operator (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
(iv) abuse of or inflation of referrals;
(vi) False misleading or inaccurate advertising (including under all Applicable Laws);
(vii) "Rake backs" and/or other incentives to Customers;
(viii) Computer misuse (including "hacking" or other interference with the Genting Websites);
(ix) Breach of Applicable Laws, Regulatory Requirements or Data Protection Legislation; and
(x) any direct marketing conducted on Our or Our Licensed Operators behalf absent Our (and/or their) 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.
(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)
(i) Standard Revenue Share outlined at clause 7.4; or
(ii) the Affiliate Remuneration outlined within Our Term Sheet which is configured and approved within Our AMS by Our Affiliate team (only);
(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).
Sports Betting Site
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 howsoever incorporated
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 the Genting Website. 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 any 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 email@example.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);
4.1.5 All details provided on when you register with Us 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 Either Ourselves (or the Licensed Operator) 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
4.4.5 verify your (initial and ongoing) compliance with Regulatory Requirements and/or the Data Protection Legislation.
4.5 You agree to provide Us (or the Licensed Operator) with such further supporting documents as We (or they) 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 4.4 or 4.54; or
4.6.2 should the results of disclosures made by You further to 4.4 or 4.54, give Us (or the Licensed Operator) 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);
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 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 or Our Licensed Operators behalf) that:-
5.3.1 all such marketing is and remains subject to Our (and if and as appropriate our Licensed Operators) 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 from time to time direct.
5.4 You agree that You shall indemnify Genting, the Licensed Operator and its and Our 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 undertake 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;
5.6.7 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 Gibraltar", "Genting Malta 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 (or Licensed Operators) 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.
5.6.20 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;
5.7.5 Provide Us with Your full cooperation in the event of any enquiries claims or allegations made against Us or the Licensed Operator by any regulatory or governmental body as a consequence of, or otherwise arising from or connected to 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;
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 Our Group company, the Licensed Operator 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 Affiliates at all times. Accordingly You the Affiliate warrant and confirm for the benefit of both Ourselves and the Licensed Operator, 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 the Licensed Operator;
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 (or the Licensed Operator may otherwise direct that We) 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 (or future) 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;
6.1.3 pay you the agreed Affiliate Remuneration due, if any.
6.2 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;
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; or
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.
7.3 CPA Fees will not be paid on account of existing, prior or lapsed Customers of the Licensed Operator or Our UK land-based Group (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 (also 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 Affiliate Remuneration 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:-
7.7.1 Your referred Customers accrue a negative Revenue Share (including when averaged across Product(s)), we reserve the right to carry forward and set-off such negative share against all future Affiliate Remuneration, which would otherwise be payable to you, until any negative balance is set -off in full;
7.7.2 Your Revenue Share does not exceed Our qualifying thresholds for electronic transfer, namely, €225, £200, or (US) $250 then We shall be entitled to, but not obliged to, hold over any Revenue Share or Remuneration 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 £4,000 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 and its and theirs officers, directors and employees, from and against any and all liabilities, assessments, demands, or claims, on a full and continuing basis, 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. The foregoing shall survive and subsist and continue to have legal effect nothwithstanding termination or expiry of this Agreement for any reason.
7.8 In the rare event of error in Our (or any Licensed Operators relayed) calculation of Your Affiliate Remuneration, you acknowledge and agree that We reserve the right to correct such 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 to Affiliate Remuneration, nor obligation, nor liability to make payment shall exist, subsist, or accrue thereafter in the event of termination, expiry or cessation of this Agreement for any reason whatsoever. You acknowledge and confirm that in those circumstances You shall disable applicable Links.
7.11 You acknowledge and agree as continuing conditions to Our payment of the Affiliate Remuneration that:-
7.11.1 We reserve the right to make reasonable changes to Affiliate Remuneration rate and any qualifying requirements and Deposit thresholds required from time to time. Any and all such changes shall take effect immediately upon their upload to the Affiliate pages on Genting's Websites or upon the customisation of rates and settings by Our affiliate team within the AMS, whichever is the earlier;
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) You 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 Genting's 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:-
8.1.1 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 (or the Licensed Operator may direct/require that We) terminate the Agreement woth You at any time on written notice to You (including notice by email) or (in the absence of up-to date contact details simpla AMS "switch off") 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;
8.3.7 Where We reasonably consider and/or determine that some or all of the Customers referred by You:
188.8.131.52 have been referred by in a manner prohibited by the Data Protection Legislation;
184.108.40.206 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
8.3.14 Where We reasonably consider that the Affiliate has or is likely to breach any associated Affiliate Code of Conduct made available to the Affiliate from time to time.
8.3.15 Where any regulatory or statutory body has directed, indicated or reasonably inferred, that We (or the Licensed operator) should terminate the agreement or association between us.
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;
8.5.7 The provisions of clauses 4, 5, 7.7 to 7.14 (inclusive), 8, 9, 10, 11, 12, 13, 14, and 15 shall survive, subsist and continue to apply notwithstanding termination or expiry of this Agreement for any reason.
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:-
9.2.1 You have and will maintain in force all necessary,
registrations, authorisations, consents, permissions and licences to enable You
to fulfil Your obligations under Applicable Laws;
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 of display and referral by Link (only). Any and all Intellectual Property Rights and/or goodwill arising from that display shall enure 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.
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.
12.1 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:-
12.2.1 loss of revenue, profit, or data; 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 (and its Group's) maximum and total liability to you shall not exceed and shall in all cases be limited in aggregate to, 100% of the Remuneration paid or reasonably projected payable to You in the six (6) month period preceding the date on which liability accrued.
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 legally permitted to do so), 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.
15.1 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 (or further to 15.7, the Licensed Operator) 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 (or further to 15.7, the Licensed Operator) 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 not confer any rights on third parties. However, notwithstanding the foregoing nor any provision elsewhere within this Agreement which miight suggest or be read to imply otherwise - the parties do hereby confirm and agree their agreed intention to confer a direct contractual benefit and right of action and enforcement upon the Licensed Operator particularly in respect of clauses 3.2, 4.4, 4.5, 4.6, 4.7, 5,6, 7.3, 7.7, 7.11, 7.12, 7.13, 7.14, 8.3, 9.2, 11, 12, 13, 14, 15.3, 15.4 and 15.8 and each party confirms that the Licensed Operator may enforce same against either or both parties in its own right, as if it were an originating party to its Agreement.
15.8 Genting's (or further to 15.7 the Licensed Operators) failure to enforce the Affiliates strict performance of any provision of this Agreement will not constitute a waiver of any 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 (or further to 15.7, the Licensed Operator) bringing action in against the Affiliate in any other jurisdiction if and as appropriate.
Afghanistan, Algeria, American Samoa, Antigua and Barbuda, Aruba, Australia, Austria, Azerbaijan, Bahamas, Bahrain, Bangladesh, Belarus, Belgium, Bhutan, Brazil, Brunei, Bulgaria, Cambodia, Canada, Cayman Islands, Channel Islands, China, Columbia, Cook Islands, Costa Rica, Cote d'Ivoire, Cuba, Curacao, Cyprus, Czech Republic, Denmark, Ecuador, Eritrea, Estonia, Fiji, Finland, France, French Guiana, French Polynesia, French Southern Territories, FYR Macedonia, Gambia, Germany, Greece, Guadeloupe, Guam, Guernsey, Hong Kong, Iceland, Indonesia, IOM, Iran, Iraq, Ireland, Israel, Italy, Japan, Jersey, Jordan, Kazakhstan, Kuwait, Kyrgyzstan, Lao, Lebanon, Libya, Luxembourg, Macau, Malaysia, Maldives, Malta, Mauritania, Monaco, Montenegro, Myanmar, Nepal, The Netherlands, New Caledonia, Oman, Nauru, Northern Mariana Islands, North-Korea, Norway, Pakistan, Palestine, the Philippines, Poland, Portugal, Puerto Rico, Qatar, Reunion, Romania, Russia, Saba, Saint Martin (French), Saint Pierre and Miquelon, Saudi Arabia, Senegal, Serbia, Singapore, Sint Eustasius and Bonaire (Dutch territory), Sint Maarten (Kingdom of the Netherlands), Slovakia, Somalia, South Africa, South Korea, South Sudan, Spain, Sudan, Switzerland, Syria, Taiwan, Tajikistan, Thailand, Tunisia, Turkey, Tuvalu, UAE, Ukraine, United States of America, US Virgin Islands, Uzbekistan, Vanuata, Vietnam, Wallis and Futuna Islands, Yemen, Zambia, 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);