Agreement Terms and Conditions
Number 3: 8 March 2019
read 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”).
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.
Ivy 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
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
This 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.
The 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).
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).
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.
the trademarks and logos of the Brand Websites, including those set out in
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.
Hat Gaming Group” means White Hat Gaming and each of its
Group or sister Companies from time to time.
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.
the date on which acceptance of the Affiliate´s application to join the Affiliate
Programme is notified to the Affiliate by Ivy Affiliates.
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
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
business 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.
Per 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).
the meaning set out in clause 15.4.
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
“Know 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;
Industry 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 Services.
House Win less any Player Incentive Funding.
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).
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:
gaming licence fees payable to any applicable authority (or a pro-rated
amount thereof) from time to time; and
the 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.
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
Gaming Revenue” means Gross Win less:
Licence Fees and Gaming Taxes
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
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).
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.
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;
(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
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 Brand Marks).
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.
the meaning set out in clause 3.1.
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.
Party 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.
Party 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
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
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 Gaming Approval;
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 time; or
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,
being 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
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´
WhiteZip Limited and each of its Group Companies from time to 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.
this Agreement (except where the context otherwise requires):
any reference to a “subsidiary” or “holding company” is to be construed in
accordance with section 1159 of the Companies Act 2006;
any 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;
any 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);
any 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;
a 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;
words denoting the singular shall include the plural and vice versa and words
denoting any gender shall include all genders;
any reference to recitals, clauses, paragraphs or schedules is to recitals,
clauses or paragraphs of or schedules to this Agreement;
any 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);
any 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
any 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);
the clause headings are included for convenience only and shall not affect
the interpretation of this Agreement; and
a 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.
Any 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.
From the Commencement Date, the Affiliate shall:
subject to clause 5.5, post Links to the Brand Websites on the Affiliate
otherwise promote the Brand Websites, subject to and in accordance with the
terms of this Agreement,
The 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.
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.
The Affiliate shall only place the Links on Affiliate Websites that have been
approved by Ivy Affiliates in writing.
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
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
the Affiliate Revenue Share; or
the Cost Per Acquisition; or
the Affiliate Revenue Share and the Cost Per Acquisition;
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 Structure; and
if applicable, Referral Commission,
The 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 Commission”).
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.
No negative carry over only applies to revenue share deals – hybrid deals (CPA
+ Rev Share or Flat + Revenue Share) do not apply.
Ivy 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.
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
Minimum 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 reached:
UK Bank Transfer – £50;
International Bank Transfer – £500; and
Neteller/Skrill – £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
Interest 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.
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.
Ivy 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.
The 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
5. HIGH-ROLLER POLICY
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
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
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;
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
The Affiliate shall provide the Services in accordance with Good Industry
The 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).
The 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.
The 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
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.
The Affiliate shall not:
apply for, or obtain, registration of any of the Brand Marks or Prohibited
Terms for any goods and services anywhere in the world;
apply 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
apply 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.
The 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:
Ivy Affiliates may, in its sole discretion, withhold all Commission payments
that may be due to the Affiliate; and
the Affiliate shall not allow the trade mark, service mark, domain name
and/or sub-domain registration or application to lapse.
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.
The 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.
The 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.
The Affiliate shall not place Links or Promotional Content in newsgroups or
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);
not send any promotional offers relating to the Ivy Affiliates Website or the
Brand Websites to recipients under the age of 18;
not 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
comply with all applicable Data Protection Laws.
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
not 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
The 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.
The 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.
The 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
Affiliate 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.
Affiliate 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
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.
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.
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.
shall notify us immediately in the event that you breach (or suspect that you
have breached) any of the warranties in this clause 4.
Without 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
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
You 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.
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.
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.
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.
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.
Each 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.
Affiliate warrants, represents and undertakes (as applicable) on a continuing
the Affiliate Website, any content thereon, and any domain name or sub-domain
associated with the Affiliate Website:
is not aimed at children;
does not contain any Prohibited Material or (other than as permitted by this
Agreement) any Brand Mark or Prohibited Term;
does not infringe the rights (including the Intellectual Property Rights) of
any third party; and
is solely owned and/or controlled by the Affiliate;
it will comply at all times with any and all applicable Brand Guidelines;
it has obtained and will maintain all necessary registrations,
authorisations, consents and licences to enable it to fulfil its obligations
under this Agreement;
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;
it will perform its obligations under this Agreement in accordance with Good
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 Group Company;
it will comply with all Applicable Laws, including Data Protection Laws;
it has not violated any Applicable Laws, including laws relating to gaming in
the U.S., prior to the date of this Agreement;
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);
it will not intercept, redirect or otherwise interfere with traffic from the
website of any other Ivy Affiliates affiliate; and
all information it submits to Ivy Affiliates on the application form and in
all other communications between the parties is complete and accurate.
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.
Without 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
any breach by the Affiliate of any of the warranties set out in clause 9
any breach by the Affiliate of clauses 6.1 to 6.12 (inclusive) (Affiliate
Obligations), clause 12 (Grant of Rights) or clause 15 (Regulatory Matters);
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
any breach by the Affiliate of any provision of this Agreement.
The 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
The 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
Neither 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:
loss arising from or in connection with loss of revenues, profits, contracts
or business or failure to realise anticipated savings; or
loss of goodwill or reputation; or
indirect or consequential losses
or 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.
Nothing 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
The 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
Subject 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:
making 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),
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.
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.
The 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).
The Affiliate acknowledges and agrees that, other than in accordance with the
licences granted to it pursuant to this clause 12:
it 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
all 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.
The 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.
Ivy 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 proceedings.
The provisions of section 30 of the Trade Marks Act 1994 (and any similar or
equivalent legislation in any jurisdiction) are expressly excluded.
Ivy 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
modify 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).
The 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
Subject 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.
The 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:
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;
is 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 confidence;
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
is 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 disclosure;
is independently developed by the receiving party without reference to the
Confidential Information of the disclosing party; or
the disclosing party informs the receiving party in writing is not
Ivy 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.
Neither 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
This Agreement shall commence on the Commencement Date and remain in effect
until terminated in accordance with the terms of this Agreement.
The Affiliate may terminate this Agreement with respect to any Brand Website,
for any reason upon 7 days´ prior written notice to Ivy Affiliates.
Ivy 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.
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.
Either 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.
Either 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.
Upon 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.
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.
After termination, the Affiliate will not be entitled to Commission with
respect to Players registered before, on or after the date of termination of
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
The 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
The 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.
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
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.
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.
No 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:
comply with all Applicable Laws, statutes and regulations relating to
anti-bribery and/or anti-corruption (including, if applicable, the UK´s
Bribery Act 2010);
not 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
notify 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 15.5.
Nothing in this Agreement is intended to or shall operate to create a
partnership or joint venture of any kind between the parties, or to authorise
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
Unless 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.
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.
Except 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.
This 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.
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
The 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.
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 valid.
This 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.
Ivy 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.
Any 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
The 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.
Each 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
cannot open accounts, or process bets or financial transactions, for
individuals residing in: Afghanistan, Albania, Algeria, American Samoa,
Angola,Australia, Austria, Belgium, Bolivia, Bulgaria, Cuba, Denmark,
Ecuador, Ethiopia, France, Ghana, Guam, Guyana, Hungary, Indonesia, Iran,
Iraq, Israel, Italy, Kenya, Lao Peoples Democratic Republic, Latvia,
Lithuania, Malta, Myanmar, Nigeria, North Korea, Northern Mariana Islands,
Pakistan, Panama, Papua New Guinea, Poland, Réunion, Romania, Russia, Sao
Tome and Principe, Singapore, Slovenia, South Africa, Spain, Sri Lanka,
Sudan, Syria, Tanzania, Thailand, Turkey, Uganda, Ukraine, United States,
United States Minor Outlying Islands, 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
1: BRAND WEBSITES
2: AFFILIATE COMMISSION STRUCTURES
Affiliate will earn Commission based on the following:
the first six month and as a "Welcome Package" the Affiliate will
be entitled to 50% Commission on the Net Revenue;
the first six months:
3: MINIMUM DEPOSIT AND WAGERING REQUIREMENTS
Website Minimum Deposit Minimum Wager
4: MARKETING GUIDELINES FOR AFFILIATES
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.
Marketing Guidelines for Affiliates are summarised as follows:
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.
you 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
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).
have added extra details and information in relation to social media
usage by our affiliates.
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.
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 presence.
Communications and Data
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.
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”.
you 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.
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.
does not include any email campaigns if they do not promote, mention or
reference, directly or indirectly, any of our brands.
choose to use Social Media for your Communications, you must:
Clearly show the ‘Over 18’ logo in all Communications and on your Account
Profile itself; and
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.”;
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
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 gambling.
ensure 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.
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.
addition, 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:
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.
not change any creative media or create your own campaigns (or similar)
without our prior written consent.
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.
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.
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.
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.
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
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
5: PROHIBITED TERMS