Affiliate Agreement Terms and Conditions
4.1: 20 May 2019
these terms and conditions carefully. If you have any questions, please send
an email to info@IvyAffiliates.com.
agreement (“Agreement”) is between you being a legal entity applying to
register as a member of the Ivy Affiliates programme (referred to as
“Affiliate”) and WhiteZip Limited , a company registered at 71–75 Shelton
Street, Covent Garden, London,WC2H 9JQ, United Kingdom with company number
09803046 (referred to as “Ivy Affiliates”).
1.2. If Ivy
Affiliates accepts the Affiliate into the Affiliate Programme (as defined
below), this Agreement shall cover the Brand Websites as defined in Schedule
1. Each Brand Website is operated by White Hat Gaming Limited (Company). The
Company is registered in accordance with Maltese law with registration no.
C73232 whose registered office is 85 St John Street, Valetta, VLT1165, Malta or
a Group Company or sister companies of White Hat Gaming Company.
Affiliates will review the Affiliate´s application to participate in the
Affiliate Programme (as defined below) and may, in its sole discretion,
accept or reject such application. Ivy Affiliates may notify the Affiliate
about any further information or other criteria that may be required from the
Affiliate in order for the Affiliate to be accepted into the Affiliate
Programme, and the Affiliate shall provide such further information and/or
fulfil such criteria if it wishes to be accepted into the Affiliate
Programme. Without limiting the generality of the foregoing, Ivy Affiliates
may reject the Affiliate´s application if the Affiliate Website (as defined
below) and/or any domain name or sub-domain owned or controlled by the
Affiliate (whether used or intended to be used for the provision of the
Affiliate Website or otherwise): (i) contains any Prohibited Material (as
defined below); (ii) consists of, includes or is confusingly similar to any
of the Brand Marks (as defined below) or Prohibited Terms (as define below);
and/or (iii) appears to have been registered in bad faith. In order for the
Affiliate to be accepted into the Affiliate Programme, Ivy Affiliates may
require that the Affiliate removes the foregoing material, and/or either
transfers to an Ivy Affiliates Group Company or its licensors or (in Ivy
Affiliates´ or such licensors´ sole discretion) deletes any such domain name
or sub-domain. The Affiliate shall inform Ivy Affiliates about any such
domain name or sub-domain owned by the Affiliate or under its control at the
time the Affiliate makes its application to participate in the Affiliate
1.4. If the
Affiliate is accepted into the Affiliate Programme, the Affiliate agrees to
provide the Services (as defined below) to Ivy Affiliates on the terms of
Agreement replaces all previous terms and conditions for the Affiliate
Programme. Ivy Affiliates may change these terms and conditions at any time.
Ivy Affiliates shall publish the date on which any changes to this Agreement
are made by way of an update. Your continued use of the Affiliate Programme
following any change to this Agreement will constitute binding acceptance of
such changes. If you do not agree to any such changes, you should terminate
this Agreement pursuant to clause 14.2.
Affiliate acknowledges that regulations 9(1), 9(2) and 11(1) of the
Electronic Commerce (EC Directive) Regulations shall not apply to this
2. DEFINITIONS AND INTERPRETATION
Capitalised words and expressions in this Agreement shall have the meanings
set out below:
Programme” means the Ivy Affiliates affiliate programme, under which the
Affiliate agrees to promote the Brand Websites.
Revenue Share” means the percentage of Net Gaming Revenue payable to an
Affiliate in relation to a Player on any Brand Website, as such percentage is
set out in relation to each Brand Website at Schedule 2 (or in the case of a
Brand Website not set out in Schedule 2, as such percentage is notified in
writing to the Affiliate by Ivy Affiliates).
Website” means any website(s) including social media platforms and
accounts (including any device specific versions of such website(s) and any
native applications related to such website(s)) that are operated by or on
behalf of the Affiliate and which Ivy Affiliates approves in writing for use
by the Affiliate in the Affiliate Programme from time to time (including as
part of the Affiliate´s application to participate in such programme).
Laws” means any applicable statutes, ordinances, orders, judgments,
decrees, rules or regulations promulgated by any regulatory, administrative
or judicial authority or otherwise in force in any jurisdiction that relates
to the performance of the Services or obligations under this Agreement.
Guidelines” means any guidelines and parameters for use of the Brand Marks
that may be provided to the Affiliate by Ivy Affiliates from time to time and
includes the Marketing Guidelines.
“Brand Marks” means
the trademarks and logos of the Brand Websites, including those set out in
Websites” means each of the websites set out at Schedule 1 to this
Agreement (including any device specific versions of such websites and any
native applications relating to such websites), and any other websites
(including any device specific versions of such websites and any native
applications relating to such websites) which Ivy Affiliates may introduce to
the Affiliate Programme from time to time.
Gaming Group” means White Hat Gaming and each of its Group or sister Companies
from time to time.
Donation” means a charitable donation made to the GREAT Foundation or
another suitable charity by, or on behalf of, Ivy Affiliates and calculated
by Ivy Affiliates at 0.15% of Gross Win at the end of each month.
Date” means the date on which acceptance of the Affiliate´s
application to join the Affiliate Programme is notified to the Affiliate by
“Commission” has the
meaning set out in clause 4.1.
Structure” means the Commission structure as set out in the “Affiliate
Commission Structures” table in Schedule 2.
Information” means all knowledge, information or materials of whatever nature
and in whatever form (whether oral or written) relating to the disclosing
party or its business and made available or provided by or on behalf of the
disclosing party to the recipient party before, on and/or after the
Commencement Date and all analyses and other documents prepared by or for the
recipient party which contain or otherwise reflect any such information. It
includes Player Data, the terms of this Agreement and information relating
(i) any and
all Intellectual Property Rights;
proprietary technology and products (including inventions whether patentable
or not), including technical data, data record layouts, trade secrets,
know-how, research, prototypes, improvements, processes, plans, designs,
requirements, architecture, structures, models, methods, processes, product
plans, databases and database tables, ideas or concepts, products, services,
software, inventions, techniques, processes, developments, algorithms,
formulas, technology, designs, schematics, drawings, engineering and hardware
configuration information; and
or financial statements and projections, product pricing and marketing,
financial or other strategic business plans, subscriber numbers and
forecasts, content providers identity and business models.
Acquisition” means the set fee for each new Player, as such fee is set out in
relation to each Brand Website at Schedule 2 (or in the case of a Brand
Website not set out in Schedule 2, as such fee is notified to the Affiliate
by Ivy Affiliates from time to time).
Protection Laws” means all laws, regulations, legislative and regulatory
requirements and codes of practice applicable to the processing of Personal
Data including, without limitation the UK Data Protection Act 1998 and any
regulations or instruments thereunder, Directive 95/46/EC of the European
Parliament and of the Council of October 24 1995 and any successor
legislation (including Regulation (EU) 2016/679 of the European Parliament
and of the Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement of such
data as applicable as of 25 May 2018).
“Determination” has the
meaning set out in clause 15.4.
“Finance Fees” means
fees and costs associated with processing payments made or requested by
Players and/or collecting revenue from Players, including:
credit/debit card, eWallet, BACS and bank transaction fees on deposits,
withdrawals and the payment of Winnings;
“chargebacks”, meaning the cost of deposits or wagers made by Players on a
credit/debit card which are later refunded (at the Players´, the credit/debit
card issuer’s or Ivy Affiliates request) onto the Players’ credit/debit
cards, including any additional so-called chargeback fees levied by
credit/debit card companies for such credit reversal; and
Your Customer” verification fees.
Approvals” means any and all required approvals, authorisations, licences,
transactional waivers, permits, consents, findings of suitability,
registrations, clearances, exemptions and waivers of or from any Gaming
Authority, including those relating to the offering or conduct of gaming and
Authority” means collectively, those international, federal, state, local,
foreign and other governmental, regulatory and administrative authorities,
agencies, commissions, boards, bodies and officials or other regulatory body
or agency that have jurisdiction over (or is responsible for or involved in
the regulation of) gaming or gaming activities, of any Ivy Affiliates Group
Company from time to time.
means the General Data Protection Regulation (EU) 2016/679;
Practice” means all reasonable care, skill and diligence as may be expected
of appropriately qualified and experienced persons with appropriate skill and
experience in providing services of a similar scope, type and nature to the
“Gross Win” means
House Win less any Player Incentive Funding.
Company” means in relation to any company, any subsidiary or holding
company of such company, or any subsidiary of such holding company, or any
other entity controlling or controlled by such party from time to time (and
“Group Companies” shall be construed accordingly).
“House Win” means
all monies paid by Players to play Ivy Affiliates Games on the Brand Websites
less any Winnings.
Property Rights” means patents (including patents for software and business
methods), rights to inventions, utility models and petty patents, trademarks,
service marks, rights in get-up or trade dress, rights to goodwill or to sue
for passing off or unfair competition, design rights, copyright and related
and/or neighbouring rights, moral rights, rights in computer software,
database rights, rights to use and protect the confidentiality of
confidential information (including know-how and trade secrets), trade,
business and company names, domain names, and other intellectual property
rights, in each case whether registrable, registered or unregistered, and
including all applications and rights to apply for and be granted, all
extensions and/or renewals of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection which subsist or
will subsist now or in the future in any part of the world.
Affiliates Games” means a selection of bingo, slots, instant win and casino games
and such other games that Ivy Affiliates may elect to make available on the
Brand Websites from time to time (including any third party games that Ivy
Affiliates may so elect).
Affiliates Group Company” means any member of the WhiteZip Group, or
any member of the White Hat Gaming Group, and “Ivy Affiliates Group
Companies” shall be construed accordingly.
Affiliates Website” means the website (including any device specific versions of
such website and any native applications related to such website) that is
operated and controlled by, or on behalf of, Ivy Affiliates and which is
currently located at www.IvyAffiliates.com.
Fees and Gaming Taxes” means a sum equal to the total of:
(i) any gaming
licence fees payable to any applicable authority (or a pro-rated amount
thereof) from time to time; and
amount of any gross profits or gaming tax or regulatory fees paid or payable
by Ivy Affiliates or any Ivy Affiliates Group Company to any regulatory or
tax authorities in any territory from time to time.
“Link” means a
hyperlink (whether in the form of a text link, a graphical banner or
otherwise) that incorporates a tracking code and which is placed on the
Affiliate Website that, when clicked on, results in the relevant Brand
Website being viewable on the end user’s browser, which hyperlink is either:
(i) provided or made available to the Affiliate (and not subsequently
withdrawn) by or on behalf of Ivy Affiliates; or (ii) created by or on behalf
of the Affiliate and approved by Ivy Affiliates in writing in advance.
Guidelines” means the documented guidelines as issued by us to you relating
to how and where you market our Brands and the current version is set out in
Deposit and Wagering Requirements” means the minimum deposit
and wagering requirements relating to each Brand Website, as set out at
Revenue” means Gross Win less:
Licence Fees and Gaming Taxes
iii. any Third
Party Licence Fees;
the Charitable Donation allocation;
any Third Party Platform Fees;
operating costs (including costs relating to third party platform
operators, game operators and any other third party service providers) of the
Brand Websites and the Ivy Affiliates Website; and
vii. all payments
made by and revenues associated with any Player that at any time makes an
invalid, fraudulent or disputed payment (including where a card company or
the paying bank has claimed payment back from Ivy Affiliates or where a
Player claims payment back because of non-performance).
Data” shall have the meaning set out in the GDPR.
“Player” means a new
player on a Brand Website who has successfully opened an account with a Ivy
Affiliates Group Company and which player: (i) commences his application for
such account directly from a Valid Click; and (ii) has met the Minimum
Deposit and Wagering Requirements in respect of the applicable Brand Website.
“Player Data” means
any and all information and data (including Personal Data) relating to
Players and their activity on the Brand Websites, including: names, postal
addresses, telephone numbers, email addresses or other contact details,
usernames, chat names and marketing permissions.
Incentive Funding” means any funds added to Players´ accounts, excluding Winnings,
to incentivise Players to increase their deposits and/or turnover (including
bonus money, cash and any loyalty or reward points).
End User Personal Data” means personal data of potential Player that you
direct (or have collected for the purpose of directing) to the Site pursuant
to this Agreement;
“Prohibited Material” means:
(i) pornography (including child pornography or illegal sexual acts) and
explicit content; (ii) material that promotes violence, discrimination based
on race, sex, religion, nationality, disability, sexual orientation, age or
any illegal activities; (iii) material that is defamatory, libellous,
unlawful or otherwise objectionable; (iv) content that infringes or allegedly
infringes the Intellectual Property Rights of any Ivy Affiliates Group
Company, its licensors or any third party; and/or (v) viruses, trojans,
worms, logic bombs or other material which is malicious or technologically
Terms” means the domain names, trademarks and other terms set out at
Schedule 5 together with any brand name, game name or other trade mark or
service mark (whether registered or not) that may from time to time vest in
any of the Ivy Affiliates Group Companies or their licensors (other than the
Content” means all content promoting the Brand Websites to Players and
potential Players that is: (i) made available to the Affiliate (and not
subsequently withdrawn) by Ivy Affiliates; and (ii) created by or on behalf
of the Affiliate, provided such content is approved by Ivy Affiliates in
writing before the Affiliate uses such content.
Commission” has the meaning set out in clause 4.2.
“Services” has the
meaning set out in clause 3.1.
“Sub-Affiliate” has the
meaning set out in clause 4.2.
the term of this Agreement, which commences on the Commencement Date and
continues until this Agreement is terminated in accordance with its terms.
Licence Fees” means any and all costs payable to third parties for the use of
their Intellectual Property Rights in the Brand Websites, the underlying Ivy
Affiliates proprietary system and/or any of the Ivy Affiliates Games from
time to time.
Platform Fees” means the fees paid (or a pro-rated amount thereof) by Ivy
Affiliates to a third party platform operator (including any social media
platform operator from time to time) for it to host, make available or permit
access to Ivy Affiliates Games on or through such platform.
when the Affiliate (or a Group Company of the Affiliate):
is denied or disqualified from eligibility for any Gaming Approval or
determined by a Gaming Authority to be unsuitable to be affiliated,
associated or connected with any entity that holds a Gaming Approval;
has an affiliation, association, connection or relationship with a
third party which causes any Ivy Affiliates Group Company to lose or have
suspended, revoked, not renewed or denied, or be threatened by any Gaming
Authority with the loss, suspension, revocation, non-renewal or denial of, a
iii. in the
reasonable opinion of any Ivy Affiliates Group Company, is likely to preclude
or materially delay, impede or impair, or jeopardize or threaten the loss,
suspension, revocation, non-renewal or denial of a Gaming Approval of any Ivy
Affiliates Group Company or any such entity´s application for, or right to
the use of, entitlement to or ability to obtain or retain any Gaming Approval
required for the operation of its business in any jurisdiction from time to
commits any breach of clause 15 or acts in a manner which is
inconsistent with any Gaming Approval or any requirements, standards,
instructions or conditions of any Gaming Authority,
agreed that the Affiliate shall be capable of being Unsuitable as a result of
actions and/or omissions of its officers, directors, employees, agents,
members or those of any Group Company of the Affiliate or any Sub-Affiliate.
“Valid Click” means a
click on a Link on an Affiliate Website that results in any Brand Website
being viewable to the relevant end user, as recorded by Ivy Affiliates´
Group” means WhiteZip Limited and each of its Group Companies from time
(i) any sums paid to Players by way of cash prizes that such Players have won
when playing Ivy Affiliates Games; and (ii) contributions booked in
accordance with generally accepted accounting principles towards a
progressive jackpot or similar product (irrespective of when such jackpot is
actually paid out). It is acknowledged that the cost of progressive jackpots
and similar products is spread across all affiliates.
2.2. In this
Agreement (except where the context otherwise requires):
reference to a “subsidiary” or “holding company” is to be construed in
accordance with section 1159 of the Companies Act 2006;
reference to a “party” means a party to this Agreement and includes its
permitted assignees and/or the respective successors in title to
substantially the whole of its undertaking;
reference to a “person” includes any person, individual, company, firm,
corporation, association, organisation, foundation, trust, government, state
or agency of a state or any undertaking (whether or not having separate legal
personality and irrespective of the jurisdiction in or under the law of which
it was incorporated or exists);
reference to a statute, statutory instrument, rule or regulation or any of
its provisions is to be construed as a reference to that statute, statutory
instrument, rule or regulation or such provision as the same may have been or
may from time to time hereafter be amended or re-enacted;
reference to a statute or statutory provision is a reference to that statute
or statutory provision and to all orders, regulations, instruments or other
subordinate legislation made under the relevant statute;
denoting the singular shall include the plural and vice versa and words
denoting any gender shall include all genders;
reference to recitals, clauses, paragraphs or schedules is to recitals,
clauses or paragraphs of or schedules to this Agreement;
reference to “control” is to be construed in accordance with section 416 of
the Income and Corporation Taxes Act 1988 (and “controlling” and “controlled”
shall be construed accordingly);
phrase introduced by the terms “including”, “include”, “in particular”, “for
example”, “such as” or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those
reference to “writing” includes any methods of representing words in a
legible form including writing on an electronic or visual display screen,
such as email (and “written” shall be construed accordingly);
clause headings are included for convenience only and shall not affect the
interpretation of this Agreement; and
reference to any website or webpage at a specified URL includes a reference
to such website or webpage at any amended, updated or replacement URL from
time to time.
schedules form part of the operative provisions of this Agreement and shall
have effect as if set out in full in the body of this Agreement and any
references to this Agreement shall, unless the context requires otherwise,
include the schedules.
3.1. From the
Commencement Date, the Affiliate shall:
to clause 5.5, post Links to the Brand Websites on the Affiliate Website; and
otherwise promote the Brand Websites, subject to and in accordance with the
terms of this Agreement,
Affiliate shall ensure that it shall always use the most up-to-date Links
and/or Promotional Content made available or approved by Ivy Affiliates from
time to time. The Affiliate shall not: (i) use any hyperlink other than the
Links in linking to the Brand Websites; (ii) disseminate any promotional
material or marketing communications other than the Promotional Content; or
(iii) disseminate the Promotional Content by any other method than as
directed by Ivy Affiliates.
3.3. If Ivy
Affiliates requests any change to the Affiliate´s use and positioning of the
Links and/or Promotional Content from time to time, the Affiliate shall
promptly comply with such request.
Affiliate shall only place the Links on Affiliate Websites that have been
approved by Ivy Affiliates in writing.
3.5. On Ivy
Affiliates´ request, the Affiliate shall promptly provide to Ivy Affiliates
such information as Ivy Affiliates may reasonably request to enable Ivy
Affiliates to monitor the Affiliate´s compliance with this Agreement.
consideration for performance of the Services, Ivy Affiliates will pay to the
Affiliate as agreed between the parties as part of the application process or
Affiliate Revenue Share; or
Cost Per Acquisition; or
Affiliate Revenue Share and the Cost Per Acquisition;
if the parties
have not agreed such payments as part of the application process or otherwise
then Ivy Affiliates will pay to the Affiliate the relevant Commission
applicable, Referral Commission,
Affiliate may promote the Affiliate Programme to other potential affiliates
by posting on the Affiliate´s Website a hyperlink made available by Ivy
Affiliates for such purpose. If any person applies to join the Affiliate
Programme directly via any such hyperlink (as recorded by Ivy Affiliates´
systems) and such person is accepted as an affiliate by Ivy Affiliates (a
“Sub-Affiliate”), Ivy Affiliates will pay to the Affiliate an amount equal to
2% of the commission paid by Ivy Affiliates to such Sub-Affiliate (excluding
any commission paid to such Sub-Affiliate in respect of any sub-affiliates
successfully referred to the Affiliate Programme by such Sub-Affiliate)
pursuant to Ivy Affiliates´ agreement with such Sub-Affiliate (the “Referral
4.3. If the
Affiliate has a negative monthly balance in respect of Commission payable by
Ivy Affiliates, the Affiliate’s monthly balance is automatically reset to £0
at the beginning of each calendar month, to ensure that no negative balances
are carried forward – this term only applies to affiliates promoting our
brands on a straight revenue share deal.
negative carry over only applies to revenue share deals – hybrid deals (CPA +
Rev Share or Flat + Revenue Share) do not apply.
Affiliates will provide the Affiliate with a statement setting out, in
relation to each calendar month, Commission per Brand Website payable by Ivy
Affiliates to the Affiliate in accordance with this Agreement.
4.5. On or
before the 15th of each calendar month, Ivy Affiliates will pay the
Commission due to the Affiliate in respect of the previous calendar month
based upon the statement provided by Ivy Affiliates in accordance with clause
payment thresholds depend upon the payment method selected by the Affiliate.
If the balance of the Commission due to the Affiliate in respect of any
calendar month is less than the following payment thresholds, such Commission
will be carried over into subsequent months until the thresholds have been
4.6.1. Bacs –
Transfer – £500; and
Neteller/Skrill/Paypal – £50.
Affiliates may review the balance of the Commission due to each Affiliate
every six (6) months during the Term (starting on or around the Commencement
Date) (each, a “Review Date”). If at any Review Date the balance of the
Affiliate´s account has not reached or exceeded £5, any Commission due to
such Affiliate shall, at Ivy Affiliates´ election, be declared void and the
balance of its account in relation to any Commission owed shall be reset to
shall be due for late payment on any overdue amount until the date of actual
payment, calculated at a rate of two per cent (2%) per annum above the base
rate for the time being of Barclays Bank plc.
4.9. If an
Affiliate provides incorrect bank details and a payment is unsuccessful and
returned to Ivy Affiliates by its bank payment processor, Ivy Affiliates will
investigate and notify the Affiliate and request corrected bank account
details. Such unsuccessful payments will only be credited to the Affiliate´s
corrected account details once Ivy Affiliates has been notified by its
payment processor that the payment has been successfully retrieved. The
Affiliate will have the bank charges associated with any such error deducted
from its Commission.
Affiliates reserves the right to withhold payment of the Commission to an
Affiliate if: (i) it believes or suspects that any transaction or other
activity relating to any Link, the Ivy Affiliates Website, the Affiliate
Website or any Brand Website is suspicious, fraudulent and/or involves or may
involve financial crime or similar activity; or (ii) there is a breach or
suspected breach of clause 15 by the Affiliate. In such event, Ivy Affiliates
reserves the right to retain any revenues relating to that transaction or
activity and any other revenues relating to the Affiliate.
Affiliate will only qualify for commission if their referred players deposit
within a 30 days window. All payments outside of this timeframe will be
considered late conversions and will not be incurred by Ivy Affiliates
5. HIGH-ROLLER POLICY
5.1 In any
given month, if a Customer generates a negative net revenue of at least
£5,000 he/she will be deemed to be, for the purposes of this section, a
5.2 If the
aggregate Net Revenue for the Affiliate, in that month, for a Merchant Brand
is negative £1,250 or greater, then the High-Roller policy as set out
hereunder, will apply:
negative Net Revenue generated by the High-Roller will be carried forward and
offset against future Net Revenue generated by that High-Roller;
negative balance carried forward cannot be set-off against other Customer's
5.5 The negative
balance carried forward cannot be greater than the total aggregate negative
Net Revenue for the Affiliate, for that month;
negative balance of a High-Roller will be reduced by future positive Net
Revenue that they generate in subsequent months;
5.7 A negative
balance will not be increased by future negative Net Revenue unless the
High-Roller meets the qualifying criteria in subsequent months.
6. AFFILIATE OBLIGATIONS
Affiliate shall provide the Services in accordance with Good Industry
Affiliate shall meet and maintain all Player registration requirements
relating to the Brand Websites (including that the Affiliate must be at least
18 years of age to register as a Player of the Brand Websites).
Affiliate shall not provide the information of another person with the
intention of impersonating that person or deceiving Ivy Affiliates or other
affiliates as to its true identity.
Affiliate shall refrain from marketing the Affiliate Website in any way that
might compete with Ivy Affiliates and/or its licensors´ own marketing
efforts, unless the Affiliate has received prior written approval from Ivy
Affiliates in such regard. Without limiting the generality of the foregoing
the Affiliate shall not drive pay-per-click traffic to the Ivy Affiliates
Website, any Brand Website, the Affiliate Website or any other website,
including via any search engine, directory or online database, by bidding on
search terms, key words or other identifiers that consist of, include or are
confusingly similar to (i) any of the Brand Marks; and/or (ii) any of the
Affiliate shall not use misleading Links or Promotional Content or cause any
Links to open in an end user´s browser other than as a result of the end user
making a Valid Click.
Affiliate shall not:
for, or obtain, registration of any of the Brand Marks or Prohibited Terms
for any goods and services anywhere in the world;
for, or obtain, registration of any trade mark or service mark anywhere in
the world which consists of, includes, or is confusingly similar to the Brand
Marks or Prohibited Terms or any of them; or
for, or obtain, registration of any domain name or sub-domain anywhere in the
world which consists of, includes, or is confusingly similar to the Brand
Marks or Prohibited Terms or any of them.
Affiliate shall, immediately upon Ivy Affiliates´ request and in accordance
with Ivy Affiliates´ instructions, assign and/or transfer to Ivy Affiliates
(and/or its licensors), or delete (in Ivy Affiliates´ and/or its licensors´
sole discretion), any trade mark, service mark, domain name and or sub-domain
registration or application obtained and/or registered and/or applied for in
breach of clause 5.6. This obligation shall apply irrespective of whether
such trade mark, service mark, domain name and/or sub-domain registration or
application was made before, on or after the Commencement Date. Until such
time as the trade mark, service mark, domain name and/or sub-domain
registration or application has been assigned or transferred to Ivy
Affiliates in accordance with this clause:
Affiliates may, in its sole discretion, withhold all Commission payments that
may be due to the Affiliate; and
Affiliate shall not allow the trade mark, service mark, domain name and/or
sub-domain registration or application to lapse.
6.8. Except as
expressly set out in this Agreement, the Affiliate shall not use in its
business (including as, or as part of, its corporate or trading name or
logo), or on or in relation to the Affiliate Website, any trade mark or
service mark which consists of, includes or is confusingly similar to any of
the Brand Marks or Prohibited Terms.
Affiliate shall not copy, and shall otherwise ensure that the Affiliate
Website does not have the look and feel of, the whole or any part of any of
the Brand Websites.
Affiliate shall not use any promotional content or hyperlinks of any kind
(other than Promotional Content or Links) in relation to a Brand Website or
the Ivy Affiliates Website.
Affiliate shall not place Links or Promotional Content in newsgroups or
6.12. If the
Affiliate emails its opt-in email lists in relation to a Brand Website as
permitted by clause 12.1.2, the Affiliate shall:
clearly display an unsubscribe feature at the bottom of the email (clearly
detailing methods of unsubscribing from the mailing list);
clearly include the header of the applicable Brand Website in the email
(incorporating the relevant Brand Marks);
send any promotional offers relating to the Ivy Affiliates Website or the
Brand Websites to recipients under the age of 18;
send any offers relating to the Ivy Affiliates Website or the Brand Websites
to people who have not willingly submitted their email address and opted-in
to receive promotional material; and
with all applicable Data Protection Laws.
6.13. If any
form of spam is sent (or alleged to have been sent) by or on behalf of an
Affiliate, Ivy Affiliates may, at its sole discretion, terminate this
Agreement (and all other agreements with such Affiliate) immediately on
written notice to the Affiliate and withhold all funds then due. Ivy
Affiliates (or any Ivy Affiliates Group Company) may incur expenses in
dealing with complaints and other issues arising from any spam generated mail
sent by or on behalf of the Affiliate and these expenses may, at Ivy
Affiliates´ sole discretion, be deducted from the Commission from time to
time. Should these expenses not be covered by the Commission, the Affiliate hereby
agrees to indemnify and hold harmless Ivy Affiliates and all Ivy Affiliates
Group Companies from and against all losses, damages, costs, expenses,
liabilities and claims (including reasonable legal expenses) incurred by or
awarded against Ivy Affiliates or any Ivy Affiliates Group Company due to or
in connection with any breach by the Affiliate of this clause 6.13.
advertise in the Dutch Language or any websites with a .NL extension (TLD),
or use any promotional material that is typically associated with the
Netherlands, for example, Dutch Flags, Tulips, Clogs, Stroopwafels, Windmills
or payment methods used primarily by Dutch residents or other recognisable
7. AFFILIATE ACCOUNTS
Affiliate shall be responsible for maintaining the confidentiality of its
email, password and all usage and activity on its Ivy Affiliates account,
including use of such account by a third party authorised by the Affiliate to
use its account.
Affiliate shall notify Ivy Affiliates by email at contactus@IvyAffiliates.com
of any known or suspected unauthorised uses of its account, or any known or
suspected breach of security, including loss, theft or unauthorised disclosure
of its email and/or password.
Affiliate agrees that Ivy Affiliates may rely on any data, notice,
instruction or request furnished to it by the Affiliate or by a person
reasonably believed by Ivy Affiliates to be authorised to act on the
Websites that comprise cashback and/or incentive websites are allowed to
participate in the Affiliate Programme provided that: (i) Ivy Affiliates
reserves the right to limit the amount of cashback given away by cashback
websites for all Brand Websites; and (ii) each cashback operator must make
Ivy Affiliates aware of the nature of their website as part of such
operator’s application to join the Affiliate Programme so that Ivy Affiliates
can evaluate such operators´ possible participation and approve or reject
such application accordingly in Ivy Affiliates’ sole discretion.
can only possess both an affiliate and a player account as long as the player
account is separated from their affiliate account.
8. DATA PROTECTION AND MARKETING
8.1 For the
purposes of this agreement the terms controller, data subject, personal data, process (and
its cognate terms) and processor shall have the meaning
given to them in GDPR.
acknowledge and agree that you are a controller in respect of: (i) Potential
Player Personal Data; and (ii) Player Personal Data only to the extent that
such Player was originally a potential Player converted into a Player
directly by you (Potential Player Personal Data and Player Personal Data to
which you are a controller shall be referred to herein as "Affiliate
Personal Data"). You acknowledge and agree that we shall be a
controller in respect of Player Personal Data to the extent that it relates
to providing services to Players and any marketing undertaking directly by us
or our appointed third parties.
8.3 In the
event of duplication of data subjects' personal data between Affiliate
Personal Data and Player Personal Data, we both acknowledge and agree that we
shall be acting as controllers in common and not joint controllers in respect
of the independent processing of such data subjects' personal data.
Furthermore, you acknowledge and agree that any direct marketing that you
send out to Affiliate Personal Data pursuant to this Agreement and the
consents related to the same shall be independent of, and governed separately
from, any marketing consents that we may have in respect of Players and our
own marketing of our own services.
8.4 You shall
at all times comply with the Data Protection Legislation including, without
limitation, ensuring that Affiliate Personal Data: (i) is collected fairly,
lawfully and transparently; (ii) processed in accordance a lawful condition
as set out in the GDPR; and (iii) is protected from loss, theft, accidental
destruction or unauthorised access by implementing appropriate technical and
organisation measures in respect of such personal data.
warrant that all direct marketing sent to Affiliate Personal Data shall only
be done so where such individuals have given valid consent to receive such
marketing communication as required by the Data Protection Legislation.
Valid consent shall include data subjects opt-in to such marketing and data
subjects being informed that they shall receive marketing relating to our
Sites (identified either specifically or, at the least, by its
warrant that all direct marketing sent to Affiliate Personal Data shall
include an opportunity for such persons to opt-out of all future direct
warrant that you shall not send direct marketing to any Affiliate Personal
Data who have not provided valid consent to receive such marketing or who
have unsubscribed to direct marketing.
8.8 You shall
notify us immediately in the event that you breach (or suspect that you have
breached) any of the warranties in this clause 4.
prejudice to the warranties given in this clause 8, you shall not send any
direct marketing to any Affiliate Personal Data where you have received
instructions from us not to send direct marketing. You shall comply
with any instruction to not send direct marketing as soon as practicable and
in any event within no less than 48 hours from receipt of the
8.10 You shall
notify us immediately in the event that any Affiliate Personal Data makes a
complaint to you, or where any competent data protection regulator contacts
you, in respect of direct marketing or your processing of such personal
shall, within five (5) days upon request by us, provide a copy of all
Affiliate Personal Data for the sole purpose of us identifying and removing
any individuals from such Affiliate Personal Data that we (acting reasonably
and in good faith) do not consider it appropriate to contact (whether in
respect of direct marketing and otherwise). You shall not contact such
individuals notified to you by us.
8.12 We may,
from time to time, request that you provide evidence of your compliance with
this clause 8 and you shall provide such evidence within five (5) days of
receipt of such request.
8.13 You shall
ensure that all processors acting on your behalf pursuant to this Agreement
are bound by contractual terms no less onerous than the standards prescribed
by the Data Protection Legislation.
8.14 You shall
provide us with all such assistance as necessary in respect of data breaches,
claims and requests for information made against us in respect of any
communications sent by you pursuant to this Agreement, in particular, any
investigations made by a competent data protection regulator.
8.15 You shall
ensure that any communications sent by you or any of your processors are duly
tagged to allow tracking in the event that they are forwarded to us as part
of a complaint.
party represents and warrants to the other that it has and will retain
throughout the Term all right, title and authority to enter into this
Agreement, to grant to the other party the rights and licences granted in
this Agreement and to perform all of its obligations under this Agreement.
warrants, represents and undertakes (as applicable) on a continuing basis
Affiliate Website, any content thereon, and any domain name or sub-domain
associated with the Affiliate Website:
not aimed at children;
not contain any Prohibited Material or (other than as permitted by this
Agreement) any Brand Mark or Prohibited Term;
not infringe the rights (including the Intellectual Property Rights) of any
third party; and
solely owned and/or controlled by the Affiliate;
9.2.2. it will
comply at all times with any and all applicable Brand Guidelines;
9.2.3. it has
obtained and will maintain all necessary registrations, authorisations,
consents and licences to enable it to fulfil its obligations under this
9.2.4. it will
not make any application to register any trade or service mark, business
name, company name, domain name or sub-domain which consists of, includes or
is confusingly similar to any Brand Mark or Prohibited Term;
9.2.5. it will
perform its obligations under this Agreement in accordance with Good Industry
9.2.6. it will
not make, and shall procure that none of its employees make, any defamatory
or derogatory statements about, or take part in any activities which are or
might reasonably be perceived to be derogatory of or detrimental to the
reputation of any of the Brand Websites, Ivy Affiliates or any Ivy Affiliates
9.2.7. it will
comply with all Applicable Laws, including Data Protection Laws;
9.2.8. it has
not violated any Applicable Laws, including laws relating to gaming in the
U.S., prior to the date of this Agreement;
9.2.9. it will
not intercept or complete any registration form submitted by Players or
potential Players to Ivy Affiliates (and/or any other communications between
any such persons and Ivy Affiliates);
will not intercept, redirect or otherwise interfere with traffic from the
website of any other Ivy Affiliates affiliate; and
information it submits to Ivy Affiliates on the application form and in all
other communications between the parties is complete and accurate.
9.3. The Ivy
Affiliates Website, Brand Marks, Links, Promotional Content and the Brand
Websites are provided on an “as is” and “as available” basis, without
warranties of any kind, either express or implied, including implied
warranties of the ability and fitness for a particular purpose of the Ivy
Affiliates Website, the Promotional Content or the Brand Websites, unless
such warranties are legally incapable of exclusion. Ivy Affiliates does not
guarantee that: (i) the Ivy Affiliates Website or the Brand Websites will be
uninterrupted or error-free; (ii) that defects on or in the Ivy Affiliates
Website or the Brand Websites will be corrected; (iii) there are no viruses
or other harmful components on or in the Ivy Affiliates Website or the Brand
Websites; (iv) the security methods employed on or in the Ivy Affiliates
Website or the Brand Websites will be sufficient; (v) any content on the Ivy
Affiliates Website or the Brand Websites is correct, accurate, or reliable;
or (vi) the Ivy Affiliates Website, Brand Marks, Links, Promotional Content
and the Brand Websites will not infringe the Intellectual Property Rights of
any third party.
prejudice to Ivy Affiliates´ other rights or remedies under this Agreement,
the Affiliate shall fully indemnify and hold harmless Ivy Affiliates and the
Ivy Affiliates Group Companies, and the affiliates, employees, officers and
directors of Ivy Affiliates and the Ivy Affiliates Group Companies (together,
the “Indemnified Parties”) from and against all losses, damages, costs,
expenses, liabilities and claims (including reasonable legal expenses)
suffered by or incurred, directly or indirectly, by the Indemnified Parties
resulting from, arising out of, or in any way connected with:
breach by the Affiliate of any of the warranties set out in clause 9
breach by the Affiliate of clauses 6.1 to 6.12 (inclusive) (Affiliate
Obligations), clause 12 (Grant of Rights) or clause 15 (Regulatory Matters);
10.1.3 any act
or omission of the Affiliate that causes any of the Indemnified Parties to be
in breach of Applicable Law or the terms of any Gaming Approval; or
breach by the Affiliate of any provision of this Agreement.
Affiliate shall not use the name of any Ivy Affiliates Group Company or its
licensors in any action or claim without the prior written consent of Ivy
Affiliate shall, if requested by Ivy Affiliates, give full co-operation (at
the Affiliate’s cost) to Ivy Affiliates or any other Indemnified Party in any
action, claim or proceedings in respect of which the Affiliate indemnifies
the Indemnified Parties pursuant to this clause 10.
11. LIMITATION OF LIABILITY
Ivy Affiliates nor any Ivy Affiliates Group Company shall be liable to the
Affiliate or to any third party in contract, tort (including negligence) or
howsoever arising for any:
arising from or in connection with loss of revenues, profits, contracts or
business or failure to realise anticipated savings; or
of goodwill or reputation; or
indirect or consequential losses
incurred by the Affiliate and arising out of or in connection with this
Agreement, even if such loss was reasonably foreseeable or Ivy Affiliates or
the relevant Ivy Affiliates Group Company had been advised of the possibility
of the Affiliate incurring it.
in this Agreement shall exclude or limit either party´s liability for: (i)
fraud or fraudulent misrepresentation; (ii) death or personal injury
resulting from its negligence or the negligence of its employees or agents;
or (iii) any other matter which cannot be excluded or limited by Applicable
total aggregate liability of Ivy Affiliates to the Affiliate for loss or
damage under or in connection with this Agreement and in connection with any
event or connected series of events shall not exceed the total Commission
paid to the Affiliate by Ivy Affiliates in the 12 months preceding the date
on which the liability occurred. This clause shall not limit Ivy Affiliates´
liability to pay any sums due to an Affiliate pursuant to clause 4.
12. GRANT OF RIGHTS
to the Affiliate´s compliance with this Agreement, Ivy Affiliates hereby grants
to the Affiliate a non-exclusive, non-transferable, non-sublicensable,
non-assignable, revocable, royalty free licence, during the Term, to use the
Brand Marks solely in connection with:
the Links available on the Affiliate Website for the purpose of performing
the Services; and
marketing the Ivy Affiliates Website and/or the Brand Websites through
Promotional Content provided by or on behalf of Ivy Affiliates (including by
emailing persons who have consented to receive such marketing),
in each case
solely in the manner directed or otherwise consented to in advance by Ivy
Affiliates and in accordance with all Applicable Laws, any and all applicable
Brand Guidelines, and this Agreement.
12.2. If and
to the extent that any Links and/or Promotional Content are created by or on
behalf of the Affiliate, the Affiliate hereby irrevocably and unconditionally
assigns to Ivy Affiliates with full title guarantee all right, title and
interest (including Intellectual Property Rights) worldwide in perpetuity in
and to such Links and/or Promotional Content without restriction. The
Affiliate waives all “moral rights” under the Copyright Designs and Patents
Act 1988 in such Links and/or Promotional Content (and all similar or equivalent
rights in any jurisdiction), and hereby grants to Ivy Affiliates all the
consents required by Ivy Affiliates to exploit such Links and Promotional
Content, without limitation so far as possible in perpetuity for any purpose.
The Affiliate shall only use such Links and Promotional Content for the
purpose of fulfilling its obligations hereunder and shall only do so with Ivy
Affiliates prior written consent.
Affiliate shall not use the Brand Marks for any purpose not authorised
hereunder, and shall not make any alteration to or modification of any of the
Brand Marks without the prior written consent of Ivy Affiliates and/or its
licensors (as applicable).
Affiliate acknowledges and agrees that, other than in accordance with the
licences granted to it pursuant to this clause 12:
neither has nor obtains any right, title or interest in or to the Brand Marks
or Intellectual Property Rights of Ivy Affiliates or its licensors (including
any such right, title or interest as may exist in the Ivy Affiliates Website,
the Brand Websites, the Prohibited Terms, the Brand Marks, the Links, the
Promotional Content and any Player Data); and
right, title and interest (including goodwill) arising from the Affiliate´s
use of the Brand Marks and any Intellectual Property Rights belonging to Ivy
Affiliates or its licensors will vest in and/or accrue to Ivy Affiliates or
its licensors (as applicable). The Affiliate agrees to enter into a
confirmatory assignment of any such right, title, interest and/or goodwill,
if requested by Ivy Affiliates or its licensors.
Affiliate shall not do, cause or authorise, or omit to be done, anything
which in Ivy Affiliates´ reasonable opinion will or may in any way impair,
damage or be detrimental or adversely affect the reputation or goodwill
associated with Ivy Affiliates (or its licensors) or any of the Ivy
Affiliates Group Companies, the Brand Marks, or the Intellectual Property
Rights vested in Ivy Affiliates (or its licensors) or any Ivy Affiliates
Group Company (or any of their respective licensors). The Affiliate shall not
use the Brand Marks or Intellectual Property Rights of Ivy Affiliates (or its
licensors) or any Ivy Affiliates Group Company (or any of their respective
licensors) in any manner likely to cause harm to the distinctive character or
validity of those Brand Marks or Intellectual Property Rights.
Affiliates and/or its licensors shall, in their absolute discretion, decide
what action to take (if any) in respect of any infringement of the Brand
Marks or any Intellectual Property Rights that may from time to time be
vested in any Ivy Affiliates Group Company and/or their licensors. Ivy
Affiliates and/or its licensors shall have exclusive control over, and conduct
of, all claims and proceedings arising out of or in connection with such
Brand Marks and other Intellectual Property Rights, and shall be entitled to
retain all sums recovered in any action for their own account. The Affiliate
shall not make any admissions other than to Ivy Affiliates and/or its
licensors and shall provide Ivy Affiliates and/or its licensors with all
assistance that they may reasonably require in the conduct of any claims or
provisions of section 30 of the Trade Marks Act 1994 (and any similar or
equivalent legislation in any jurisdiction) are expressly excluded.
Affiliates and/or its licensors may at any time in their sole discretion,
with or without notice to the Affiliate, and with no further liability to the
any of the Brand Marks or Brand Websites; and/or
discontinue, withdraw, terminate or cease using any of the Brand Marks or
Brand Websites included in the Affiliate Programme. In such event this
Agreement shall automatically terminate in relation to the relevant Brand
Mark(s) and/or Brand Website(s).
Affiliate agrees to promptly do and/or procure the doing of all things and to
sign and execute and/or procure the signing and execution of all such
documents and deeds as may be required in order to perfect and protect or
enforce any of the Brand Marks, Brand Websites or Intellectual Property
Rights of Ivy Affiliates, any Ivy Affiliates Group Company and/or their
licensors, and to ensure that all right, title and interest (including
Intellectual Property Rights) that may in this Agreement be expressed to vest
in Ivy Affiliates or any Ivy Affiliates Group Company and/or their licensors
shall so vest.
13. CONFIDENTIAL INFORMATION
to clauses 13.2, each party undertakes that it will not at any time hereafter
use, divulge or communicate to any person (except to its professional
representatives or advisers and any employees, agents or subcontractors who
need to know such information for the performance of this Agreement and
provided that such party shall inform each of them of, and procure their
compliance with the terms of this clause 13), the terms of this Agreement or
any Confidential Information concerning the other party or any Group Company
of such other party which may have or may in the future come to its
knowledge. Neither party shall use any such Confidential Information except
for the performance of this Agreement.
obligation of confidentiality contained in clause 13.1 shall not apply or (as
the case may be) shall cease to apply to Confidential Information which:
13.2.1. at the
time of its disclosure by the disclosing party is already in the public
domain, or which subsequently enters the public domain, other than by breach
of this Agreement by the receiving party;
already known to the receiving party (as evidenced by written records) at the
time of its disclosure by the disclosing party and was not otherwise acquired
by the receiving party from the disclosing party under any obligations of
13.2.3. is at
any time after the Commencement Date acquired by the receiving party from a
third party having the right to disclose the same to the receiving party
without breach of obligation owed by that third party to the disclosing
required to be disclosed by Applicable Laws or order of a court of competent
jurisdiction or government department or agency, provided that prior to such
disclosure the receiving party shall, wherever possible and permitted by
Applicable Laws, advise the disclosing party of the proposed form of the
independently developed by the receiving party without reference to the
Confidential Information of the disclosing party; or
disclosing party informs the receiving party in writing is not Confidential
Affiliates shall be entitled to disclose Confidential Information relating to
the Affiliate (which may include contact details and other Personal Data) to
its licensors or other third party complainants (or their professional
advisers) if Ivy Affiliates believes (in its sole discretion), or a third
party alleges, that the Affiliate: (i) has infringed the rights of Ivy
Affiliates, its licensors or any third party or has otherwise incorporated
any Prohibited Material into the Affiliate Website; (ii) has registered any
domain name or sub-domain in bad faith; (iii) is in breach of any Applicable
Laws or regulatory requirement; or (iv) has sent or caused to be sent any
form of spam.
party shall make any public announcements with respect to any aspect of this
Agreement or its relationship with the other party without the prior written
approval of the other party for each announcement.
14. TERM AND TERMINATION
Agreement shall commence on the Commencement Date and remain in effect until
terminated in accordance with the terms of this Agreement.
Affiliate may terminate this Agreement with respect to any Brand Website, for
any reason upon 7 days´ prior written notice to Ivy Affiliates.
Affiliates may terminate this Agreement with respect to any Brand Website,
for any reason immediately on written notice to the Affiliate at any time. It
is acknowledged, without prejudice to the generality of the foregoing, that
Ivy Affiliates may elect to terminate this Agreement or any part of it if Ivy
Affiliates considers that: (i) a promotion published or operated by the
Affiliate is: (a) harmful, inappropriate or aimed at undesirable countries;
or (b) in any way in breach of this Agreement; or (ii) if the Affiliate sends
or causes to be sent (or is alleged to have sent) any form of spam.
14.4. If Ivy
Affiliates serves notice to terminates this Agreement in accordance with its
terms, Ivy Affiliates shall be entitled to terminate (in such notice or in a
separate notice) any or all other agreements that it has with the Affiliate
at the time of termination of this Agreement.
party may terminate this Agreement immediately on written notice if the other
party commits a material breach of any term of this Agreement that is
irremediable or, if remediable, is not remedied by the other party within 7
days of the day on which such breach first occurred.
party may terminate this Agreement with immediate effect by written notice to
the other party if: (i) the other party becomes insolvent or unable to pay
its debts within the meaning of section 123 Insolvency Act 1986 or any statutory
modification or re-enactment thereof or equivalent provision in another
jurisdiction; or (ii) any step, action, application, order, proceeding or
appointment is taken or made by or in respect of the other party in relation
to the whole or any part of its undertaking for a voluntary arrangement or
composition or reconstruction of its debts, a distress, execution,
composition or arrangement with creditors, or winding-up, dissolution,
administration, receivership (administrative or otherwise) or bankruptcy or
ceasing or threatening to cease to do business, or an analogous event occurs
to the other party in any jurisdiction to which it is subject.
termination of this Agreement or any part of it: (i) the Affiliate shall no
longer be entitled to access the Ivy Affiliates Website or the relevant part
of it; (ii) the Affiliate must remove from the Affiliate Website and cease to
use and/or distribute (in any way) all relevant Brand Marks and Promotional
Content, and disable all relevant Links; (iii) all relevant rights and
licenses given to the Affiliate in this Agreement shall immediately
terminate; and (iv) (within 5 days of termination of this Agreement in its
entirety, the Affiliate must immediately return to Ivy Affiliates or (in Ivy
Affiliates´ sole discretion) destroy or permanently delete all the property
in the Affiliate´s possession or under its control that either (i) belongs to
Ivy Affiliates, and Ivy Affiliates Group Company and/or any of their
licensors; and/or (ii) contains any Confidential Information of Ivy
Affiliates or any Ivy Affiliates Group Company.
14.8. If Ivy
Affiliates terminates this Agreement or any part of it, Ivy Affiliates
retains the right to withhold Commission otherwise payable to the Affiliate
in respect of the month in which such termination occurs and which relates to
that portion of the Agreement that has been terminated.
termination, the Affiliate will not be entitled to Commission with respect to
Players registered before, on or after the date of termination of this
14.10. If Ivy
Affiliates continues to permit Players who have clicked on Links to register
with the relevant Brand Website after termination, this will not constitute a
continuation or renewal of this Agreement or a waiver of termination.
following clauses of this Agreement shall survive termination of this
Agreement: 7, 9, 10, 11.2, 11.4, 11.5, 12, 14.7, 14.8, 14.9, 14.10, 14.11,
15, 16, 17 and 18, and any other clauses, the survival of which is necessary
for the interpretation or enforcement of this Agreement.
15. REGULATORY MATTERS
Affiliate shall provide such information to the Ivy Affiliates Group
Companies as any such party may reasonably require in order to satisfy any
information reporting, disclosure and other related obligations to any Gaming
Authority from time to time. The Affiliate shall cooperate with requests,
inquiries, investigations and the like of any Gaming Authority in connection
with the performance of this Agreement, including the disclosure of
information to any Gaming Authority that would otherwise be considered
confidential pursuant to clause 13 of this Agreement.
15.2. Any Ivy
Affiliates Group Company shall be entitled to terminate this Agreement immediately
on notice to the Affiliate if, in such party’s reasonable opinion, the
Affiliate is in breach of any relevant advertising law, regulation or code of
practice (including the UK Code of Non-broadcast, Advertising, Sales
Promotion and Direct Marketing and the Gambling Industry Code for Socially
Responsible Advertising, if applicable) and/or the Brand Guidelines.
as the Affiliate carries out activities pursuant to this Agreement on behalf
of any Ivy Affiliates Group Company and such activities are subject to any
Gaming Approval issued to such Ivy Affiliates Group Company from time to
time, the Affiliate shall conduct itself as if it is bound by the relevant
conditions and the relevant codes of practice to which the applicable Ivy
Affiliates Group Company is subject pursuant to such Gaming Approval.
15.4. It is
acknowledged that the Ivy Affiliates Group Companies conduct business in a
highly regulated industry under Gaming Approvals issued by Gaming
Authorities. In order to ensure compliance with the requirements of Gaming
Authorities and to ensure that the Ivy Affiliates Group Companies are able to
maintain such Gaming Approvals, the Ivy Affiliates Group Companies may
evaluate the suitability of entities with which they does business from time
to time. If any Ivy Affiliates Group Company, acting in good faith and in
accordance with industry practice, determines the Affiliate to be Unsuitable
(a “Determination”), such Ivy Affiliates Group Company may terminate this
Agreement immediately by giving written notice to the Affiliate and withhold
any monies then due to the Affiliate.
payments or undue financial or other advantage of any kind shall be made by
the Affiliate or its personnel, directly or indirectly, to any entity,
government, corporation or other person for the purpose of improperly
influencing the consideration of applications for a business activity or the
receipt of any other benefits, including the obtaining or retaining of
business. The Affiliate shall:
with all Applicable Laws, statutes and regulations relating to anti-bribery
and/or anti-corruption (including, if applicable, the UK´s Bribery Act 2010);
engage in any activity, practice or conduct which constitutes an offence under
any applicable anti-bribery and/or anti-corruption legislation (including
acts which would constitute an offence under sections 1, 2 or 6 of the UK´s
Bribery Act 2010 if such activity, practice or conduct had been carried out
in the UK); and
Ivy Affiliates and White Hat Gaming immediately if it becomes aware that, or
has reason to believe that, it has breached its obligations under this clause
in this Agreement is intended to or shall operate to create a partnership or
joint venture of any kind between the parties, or to authorise any party to
act as agent for any other, or create an employee-employer relationship, and
no party shall have authority to act in the name or on behalf of or otherwise
to bind any other in any way or to hold itself out in its advertising or
otherwise in any manner which would indicate or imply any such relationship
with the other unless expressly provided otherwise in this Agreement.
expressly so agreed, no modification or variation of this Agreement shall
constitute or be construed as a general waiver of any provisions of this
Agreement, nor shall it affect any rights, obligations or liabilities under
this Agreement which have already accrued up to the date of such modification
or waiver, and the rights and obligations of the parties under this Agreement
shall remain in full force and effect, except and only to the extent that
they are so modified or varied.
16.3. In no
event will any delay, failure or omission (in whole or in part) in enforcing,
exercising or pursuing any right, power, privilege, claim or remedy conferred
by or arising under this Agreement or by law, be deemed to be or construed as
a waiver of that or any other right, power, privilege, claim or remedy in
respect of the circumstances in question, or operate so as to bar the
enforcement of that, or any other right, power, privilege, claim or remedy,
in any other instance at any time or times subsequently.
insofar as this Agreement expressly provides that a third party may in his
own right enforce a term of this Agreement, a person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to rely upon or enforce any term of this Agreement but this does not
affect any right or remedy of a third party which exists or is available
apart from that Act. For the avoidance of doubt, White Hat Gaming and any of
its Group Companies may rely on and directly enforce any rights provided to
such entities under this Agreement against the Affiliate (or any of its Group
Companies), which includes, but is not limited to those rights set out in
clauses 6.13, 7, 9, 11.5, 12, 14.7 and 15.
Notwithstanding the covenants for title made in clause 12.2, the Affiliate
shall at the cost and expense of Ivy Affiliates execute or cause to be
executed all such other documents and do or cause to be done all such further
acts and things consistent with the terms of this Agreement as Ivy Affiliates
may from time to time reasonably require in order to vest in and secure to
Ivy Affiliates and its successors in title the full benefit of the assets,
rights and benefits to be transferred or granted to Ivy Affiliates under this
Agreement and for the protection and enforcement of the same and otherwise to
give full effect to the terms of this Agreement.
Agreement constitutes the entire agreement and understanding of the parties
relating to the subject matter of this Agreement and supersedes any previous
agreement or understanding between the parties (or any of them) in relation
to such subject matter. In entering into this Agreement, the parties have not
relied on any statement, representation, warranty, understanding,
undertaking, promise or assurance (whether negligently or innocently made) of
any person (whether party to this Agreement or not) other than as expressly
set out in this Agreement. Each party irrevocably and unconditionally waives
all claims, rights and remedies which but for this clause it might otherwise
have had in relation to any of the foregoing.
16.7. Save as
set out in clause 16.8, neither party shall without the prior written consent
of the other party (such consent not to be unreasonably withheld, conditioned
or delayed) assign at law or in equity (including by way of a charge or
declaration of trust), sub-license or deal in any other manner with this
Agreement or any rights under this Agreement, or sub-contract any or all of
its obligations under it or purport to do any of the same. Any purported
assignment in breach of this clause shall confer no rights on the purported
Affiliate shall not be entitled to sub-contract, assign or sub-licence any of
its rights or obligations under this Agreement without obtaining the prior
written consent of Ivy Affiliates. Ivy Affiliates shall be entitled to
sub-contract any or all of its obligations and/or sub-license or assign any
or all of its rights under this Agreement at any time.
16.9. If any
provision of this Agreement shall be found by any court or administrative
body of competent jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions of this
Agreement which shall remain in full force and effect. If any provision of
this Agreement is so found to be invalid or unenforceable but would be valid
or enforceable if some part of the provision were deleted, the provision in
question shall apply with such modification(s) as may be necessary to make it
Agreement is for commercial use only, and neither the Affiliate nor its
employees, or their family members, friends or associates may make purchases,
directly or indirectly, through the Links for its or their own personal use
or to fraudulently increase the Commission or for other fraudulent purposes.
will not knowingly benefit from known or suspected traffic not generated in
good faith whether or not it actually causes damage to Ivy Affiliates. Ivy
Affiliates reserves the right to retain all amounts due to the Affiliate
under this Agreement if it has reasonable cause to believe that such traffic
has been caused with the Affiliate´s knowledge. Even if the Affiliate has not
knowingly generated such traffic, Ivy Affiliates reserves the right to
withhold the Commission with respect to such traffic.
Affiliates reserves the right to change, modify, add or remove portions of
this Agreement at any time and may add to, change, suspend or discontinue any
aspect of the Affiliate Programme at any time. Ivy Affiliates recommends that
the Affiliate checks this Agreement for changes regularly. The Affiliate may
either agree to such changes or terminate this Agreement in accordance with
the terms of this Agreement.
notice relating to a breach of this Agreement, a claim under clause 10 of
this Agreement, or termination of this Agreement, shall be in writing and
shall be served by hand, prepaid first class recorded delivery (including
special delivery), courier or prepaid first class recorded airmail to Ivy
Affiliates´ address as set out above or the Affiliate´s address as stated in
its Affiliate Programme application (as applicable). Any notice properly sent
or delivered in accordance with the foregoing shall be deemed to have been
received: (i) if delivered personally by hand, on the day and at the time of
delivery if delivered between 09.00 and 17.00 on any working day and
otherwise at 09.00 on the next working day; (ii) if sent by first class
recorded delivery (including special delivery), at 09.00 on the 2nd working
day after posting; (iii) if sent by prepaid first class recorded airmail, at
09.00 on the 5th working day after posting; and (iv) if sent by courier, at
the time of signature on the courier´s receipt if delivered at or before
17.00 on any working and otherwise at 09.00 on the next working day.
17. GOVERNING LAW AND JURISDICTION
validity, construction and performance of this Agreement (and any claim,
dispute or matter arising under or in connection with it or its
enforceability or formation) shall be governed by and construed in accordance
with the laws of England.
party irrevocably submits to the exclusive jurisdiction of the English courts
over any claim, dispute or matter arising under or in connection with this
Agreement (including non-contractual disputes or claims) or its
enforceability or formation or the legal relationships established by this
Agreement and waives any objection to proceedings in such courts on the
grounds of venue or on the grounds that proceedings have been brought in an
18. RESTRICTED COUNTRIES
We cannot open
accounts, or process bets or financial transactions, for individuals residing
in: Afghanistan, Albania, Algeria, American Samoa, Angola,
Australia, Bahamas, Belgium, Bolivia, Botswana, Bulgaria, Cambodia, Cuba,
Denmark, Ecuador, Estonia, Ethiopia, France, Ghana, Guam, Guyana, Hungary,
Indonesia, Iran, Iraq, Israel, Italy, Kenya, Lao Peoples Democratic Republic,
Latvia, Lithuania, Martinique, Myanmar, Nigeria, North Korea, Northern
Mariana Islands, Pakistan, Palestine, State of, Panama, Papua New Guinea,
Poland, Portugal, Réunion, Romania, Russia, Sao Tome and Principe, Serbia,
Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sudan, Syria,
Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Uganda, Ukraine,
United States, United States Minor Outlying Islands, Vanuatu, Vietnam, Virgin
Islands (U.S.), Yemen, Zimbabwe. We reserve the right to amend
the list of countries from which it will not open accounts, or process bets
or financial transactions from time to time at its sole discretion. If you
open or use the Website while residing in a Restricted Jurisdiction: your
account may be closed by us immediately; any winnings and bonuses will be
confiscated and remaining balance returned (subject to reasonable charges),
and any returns, winnings or bonuses which you have gained or accrued will be
forfeited by you and may be reclaimed by us; and you will return to us on
demand any such funds which have been withdrawn.
AFFILIATE COMMISSION STRUCTURES
will earn Commission based on the following:
1 For the
first six month and as a "Welcome Package" the Affiliate will be
entitled to 50% Commission on the Net Revenue;
2 After the
first six months:
11 > 25
MINIMUM DEPOSIT AND WAGERING REQUIREMENTS
Minimum Deposit Minimum Wager
MARKETING GUIDELINES FOR AFFILIATES
Thank you for
your continued support and assistance in achieving our compliance objectives
for affiliates. We completely understand and appreciate that the regulatory
landscape, most particularly in the UK, is changing constantly and making
things more difficult to ensure continued and complete compliance
particularly with the tight deadlines being imposed on the industry.
Guidelines for Affiliates are summarised as follows:
- Given the
numerous changes forced on to Operators by the CMA, we request that you
ensure that all offers and promotions, when displaying a currency, are
not GBP/£. Please use Euros, Dollars and/or other currencies as
if it’s your desire to do so, where your offer/promotion does contain
GBP/£, this offer MUST be either:
a) taken from the creatives now available on ivyaffiliates.com for you.
These creatives, with GBP/£, have been specifically amended and created to
comply with the new UK regulations; or b) approved by affiliate compliance.
display any other offer or promotion with GBP/£ that has not been approved,
we will be left with no option but to terminate our agreement with you given
the level of importance placed on this by the UKGC, ASA and CMA.
- We have
changed our terms and conditions on all of our websites. These were live
on 28th February 2018, with one set for the UK and the other for Rest of
the World. If you do use terms and conditions tracking links or
GeoTarget, please use both of these on your website(s).
- We have
added extra details and information in relation to social media usage by
Guidelines, reference to “Communication(s)” is to any and all marketing,
promotional, advertising or other similar material of yours used to encourage
consumers to sign-up to one or more of our participating gambling websites as
partnered with you.
All of our
affiliates agree and are required to promote our brands in a socially
responsible manner, in full compliance with all applicable laws, regulations,
codes of practice and guidelines to ensure that any advertising of our brands
and games, and associated promotions is clear, transparent and not
imperative that you read these Guidelines carefully and in full. As an
affiliate, we rely on you to exercise the correct level of control over your
marketing Communications. Whilst we appreciate that you are an integral
aspect of our business, this needs to be balanced with the heavy regulation
being applied to operators. We aim to ensure that our business and
partnership with you develops sustainably into the future. However, this will
only be as a result of your compliance and continuous assistance in ensuring
that all Communications are in accordance with the law. Unless this happens,
we will not be able to commit to you as an affiliate, nor support our
affiliates program in the long run.
Do not create your own, or amend in any way whatsoever, creative media
supplied to you unless you have received our prior written consent to do so.
Any amendments to our creative media is in breach of your Affiliate Agreement
with us. You must not create your own promotional banners, images or
otherwise unless you receive our prior written consent. This is to ensure that
we can safeguard everybody’s interests with your Communication(s) being
legally compliant. If you wish to use text or other materials that are not
supplied to describe, advertise or promote our brands and games or any of its
offers or services then you must obtain our written approval prior to any
publication of it.
Do not change promotional landing pages (or otherwise). The landing
pages are absolutely crucial to legal compliance given that they contain the
full terms and conditions applicable to your Communication. Any changes to
these links will result in the Communication itself no longer being valid or
compliant. The links must not be changed, and customers must not be taken to
alternative pages. If you are unsure about which landing page to use, please:
a) contact us; and b) do not enable the offer to be live until we have
confirmed/approved the landing page destination.
Do not display or place digital adverts on copyright infringing
websites, such as movie streaming or piracy websites. These are websites that
contain illegal content, such as a Torrent Download webpage, or those that
enable you to illegally stream ‘Live TV’ or movies, such as Putlockers.
Do not display, direct or place Communications anywhere there is
gambling advice or corrective behavioural content.
Do not spam recipients or send unsolicited emails (or otherwise). You
must prove where you have received express consent from your intended
recipients, mailing list etc. If you don’t have this consent, then
immediately remove the recipients from your database. Upon our request, you
must be able to substantiate how your database of email recipients has been
obtained, in addition to your general obligations pursuant to applicable laws
relating to data privacy, security etc
You must ensure that you keep an accurate record of the websites,
media accounts, channels and otherwise as to where you are sending, displaying
or advertising Communications. We will require continued access to review
such records to ensure that we can satisfy ourselves of our Regulatory
obligations. You therefore can only use Communications in places and channels
you have disclosed to us and we have not rejected. Any changes must be sent
by way of email to us. At any point, you must be able to disclose to us a
complete list of URLs upon our request as to where you display and promote
our Communications. If you can’t do this, then we shall be left with no
option but to terminate our agreement with you.
Any and all Communications must not be displayed, targeted or
appealing to those under the age of 18. This includes the form and content of
your Communication, such as including childlike imagery, colours or choice of
wording. This also applies to any form and content of your website or online
Communications and Data
Any data that
you hold relating to an individual must have been collected, processed and stored
in accordance with the law. You should keep clear explicit records of what a
person has consented to, and when and how you got this consent, so that you
can demonstrate compliance in the possible event of a complaint. We reserve
the right to view such records to satisfy ourselves of your compliance.
If you send an
email or other form of Communication, you must ensure that the commercial
intent is made clear and obvious to the recipient, together with your true
and real identity. In addition, any
that you send out must include a link to “opting out”, “unsubscribe” or
similar- and you are obliged to honour the same. You must not make this
opting-out process be difficult, at cost, or otherwise.
any email should make clear reference to you in the “From” box. In other
words, there should be no confusion as to the true identity of the sender of
the email. The Subject must refer to the Email Content, and not be
misleading. It should not be written in a form of “click-bait”.
must only use creative media only that we supply for email campaigns and they
must not be altered whatsoever unless you have received our prior written
consent to do so.
We do not
allow our affiliates to send out their own email marketing campaigns. If you
would like to do so, then you MUST obtain our prior written consent of
approval to do this.
This does not
include any email campaigns if they do not promote, mention or reference,
directly or indirectly, any of our brands.
If you choose
to use Social Media for your Communications, you must:
show the ‘Over 18’ logo in all Communications and on your Account Profile
2) If you are
from the UK, include wording around BeGambleAware on your social media accounts,
such as “Gamble responsibly. www.begambleaware.org”. For any other countries,
you should make reference to “Please gamble responsibly.”; and
3) Include a
link where further gambling guidance and advice can be found, such as
“Further details on responsible gambling can be found at
www.begambleaware.org”; and 4) Be able to show and prove that
your Communications are targeted and displayed to those above the age of 18.
For example, with Twitter, you must use their age-screening function when
marketing Communications to consumers, or ‘checking’ the age restriction
option when uploading content to YouTube. Similar options apply to other
social media platforms; and
5) Be careful
around the choice of images and words that you may use in any non-promotional
material that is submitted from your social media account. For example, a
“Facebook Post” that is not intended as an advertisement but relates to
that you read, review and satisfy yourselves of the policies of the
respective social media company. For example, Facebook requires real-money
gambling-related Ads to be pre-approved before release. The above applies to
YouTube channels and any other form of online or social sharing.
We now request
that you do not use social media to promote any of our brands. In other
words, we only accept affiliates who use social media for generic purposes
and/or for generating traffic to their own websites in accordance with all
applicable laws. You must not, at any point whatsoever, publish anything on
social media that promotes, mentions or references, directly or indirectly,
any of our brands unless we have specifically given our prior written
approval to do so.
before using Social Media, you must disclose to us, in writing, as to which
platforms you are using, and a link to your profiles. This applies to any
platforms that you might choose to use in the future as well. Failure to
inform us of these details now, or as they change, will lead to immediate
termination of your Agreement. We require these details to continually review
and monitor your Communications via Social Media.
Points and Tips:
- If in any
doubt, ask. We have a dedicated Compliance team who will be happy to
answer or resolve any Communication queries that you may have.
- Do not
change any creative media or create your own campaigns (or similar)
without our prior written consent.
- No longer
display Communications in GBP/”£” unless it’s taken from the new
creatives now available in www.ivyaffiliates.com .
These have been amended to specifically comply with the new UK
regulations as a result of the CMA investigation.
social media for generally promoting and/or engaging with your customers
via your own company, brand, website or otherwise. In other words, not
promoting any of our Communications whatsoever unless we have given our
express prior written consent.
- Use your
best endeavours to ensure that only those above the age of 18 can view
your Communications, such as via age-targeting on Social Media or by
ensuring that the form and content of your Communications has a more
mature appeal. If you are unsure, then do not include it, or request our
prior written consent before publication.
- Test the
click-through on any Communication to ensure that it places the consumer
on the correct landing page, which includes all details of the offer,
including full terms and conditions. If you are unsure, then do not
publish the Communication and please contact us.
give an option to opt-out from any form of Communications and ensure
that this is a simple, easy process for the recipient to follow. You
must honour these requests, not delay in the unsubscribing process, and no
longer send any Communications to that individual.
- If your
Communications refer, review or compare a competitor or other brand,
ensure that you can verify and validate any claim you make, or make
clear that any content is a matter of opinion only, or otherwise simply
request our written consent to such content.
- Keep a
close eye on any updates that we (or others) provide in relation to
affiliate compliance. The law and applicable regulations are moving and
changing continuously and we encourage you to stay updated on any and
all changes that are made as a result of regulatory decisions or
- Use your
commercial endeavours to retain the best standards on your website.
Remember, you must promote socially responsible gambling and must display
“Over 18” signage. You must ensure that you are not accepting traffic or
otherwise be of appeal to those under the age of 18.
yourself with the Social Media policies (and any other online policies
that apply to your Communications) to ensure that you are fully