IVY AFFILIATES Affiliate Agreement Terms and Conditions
Terms and Conditions Ivy Affiliates 01.03.2023 Version 6.0 Please read these terms and conditions carefully. If you have any questions, please send an email to info@Ivyaffiliates.com
1.1 The below is an agreement between WhiteZip Limited (referred to as “Ivy Affiliates”) and the Affiliate, which regulates the business relationship between you and us.
1.2 These Terms and Conditions have been amended on 01.03.2023 regarding your application and, if approved the subsequent participation in the Affiliate Programme. Please read carefully to ensure you understand your right and obligations and the repercussions should you breach the Affiliate Agreement.
1.3 If you do not accept any amended Terms and Conditions, then it is your responsibility to terminate in accordance with Clause 15 below. If you do not terminate your Affiliate Agreement, then the terms and conditions will be binding.
1.4 By registering for the Affiliate Programme, and /or by accessing and utilising any of our marketing tools or accepting any reward or commission, whether contained in the Affiliate Programme or elsewhere as part of our Affiliate Programme, you will be deemed to have read, understood, and agreed to the Affiliate Programme.
1.5 The terms and conditions have been amended as of 01 March 2023 and will apply to any unbilled amounts , for the avoidance of doubt, these amended terms and condtions will take effect from the first day of any unbilled calendar month (“Effective Date”) and by continuing with the Affiliate Programme past this date you agree to be bound by this Affiliate Programme.
1.6 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 this 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 Programme.
1.7 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 this A Ivy Affiliates takes its regulatory obligations seriously. Our Sites are subject to strict Gaming Approvals which we must abide by. In turn, it is our full expectation that any new affiliate acknowledges, appreciates, and understands the Applicable Laws that apply to them. Any new affiliate application includes a review of your Affiliate Website(s) which shall include, but not limited to, an assessment of your compliance with the Applicable Laws.
1.8 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.
1.9 The Affiliate acknowledges that regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not apply to this Agreement.
2.1 Capitalised words and expressions in this Agreement shall have the meanings set out below:
2.2 “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Programme.
2.3 “Affiliate Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structure applicable, (iii) the Privacy Policy, and (iv) any other rules and/or guidelines of Ivy Affiliates (v) the Cookie Policy.
2.4 “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Programme, that is, the Third Party Engagements and Diligence Form.
2.5 “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other any third-party website to Our Brand Websites. This includes banner advertisements, button links, text links, poker tools, and other appropriate links or advertising material to place on Your Website which shall all relate to and/or link to Our Website. This includes also 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.
2.6 “Affiliate Programme” means the Ivy Affiliates’ affiliate programme, under which the Affiliate agrees to promote the Brand Websites.
2.7 “Affiliate 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 4 (or in the case of a Brand Website not set out in Schedule 4, as such percentage is notified in writing to the Affiliate by Ivy Affiliates).
2.8 “Affiliate Website(s)” or “Your Website(s)” means any website on the world wide web which is maintained, operated or otherwise controlled by 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 Affiliate Programme).
2.9 “Applicable Data Privacy 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).
10. “Applicable 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.
11. “Banners” means display banners taking the form of hyperlinks which appear on Website pages.
12. “Brand 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.
13. “Brand Marks” means the trademarks and logos of the Brand Websites.
14. “Brand Websites” are the websites promoted by us and offered within the Affiliate Programme as they may be from time to time, and all of their related pages (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).
15. “Brand Websites Operators” means the third parties which operate and manage the Brand Websites.
16. “Charitable 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.
17. “Commencement Date” means the date on which acceptance of the Affiliate´s application to join the Affiliate Programme is notified to the Affiliate by Ivy Affiliates.
18. “Commission Structure” means the commission structures, or any specific commission structure expressly agreed between Ivy Affiliates and the Affiliate as set out in in Schedule 4.
19. “Confidential 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 to: (i) any and all Intellectual Property Rights; (ii) 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 (iii) 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.
2.20 “Cookie Policy” means a policy which will let the users know what data is tracked, why it is tracked and where the cookies send the data. It also tells users how to opt out of these cookies and how to change settings around them.
2.21 “Cost Per Acquisition” means the set fee for each new Player, as such fee is set out in relation to each Brand Website at Schedule1 (or in the case of a Brand Website not set out in Schedule 1, as such fee is notified to the Affiliate by Ivy Affiliates from time to time) in writing.
2.22 “Determination” has the meaning set out in clause 14.4.
2.23 “Finance Fees” means fees and costs associated with processing payments made or requested by Players and/or collecting revenue from Players, including: (i) credit/debit card, eWallet, BACS and bank transaction fees on deposits, withdrawals and the payment of Winnings; (ii) “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 (iii) “Know Your Customer” verification fees.
2.24 “Gaming 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 gambling activities.
2.25 “Gaming Authority” means collectively, those international, federal, state, local, foreign and other governmental, regulatory and administrative authorities (including the United Kingdom Gambling Commission, Malta Gaming Authority and Curacao Gaming Control Board), 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.
2.26 “Good 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.
2.27 “Gross Win” means House Win less any Player Incentive Funding.
2.28 “Group 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 through a trust, foundation or by association controlled by such party from time to time (and “Group Companies” shall be construed accordingly).
2.29 “House Win” means all monies paid by Players to play Ivy Affiliates Games on the Brand Websites less any Winnings.
2.30 “Immediate family” for the purposes of this clause shall mean your spouse, parent, partner, child or sibling.
2.31 “Intellectual 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.
2.32 “Ivy 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).
2.33 “Ivy Affiliates Group Company” means any member of the WhiteZip Group and “Ivy Affiliates Group Companies” shall be construed accordingly.
2.34 “Ivy Affiliates’ Tracking Systems” means the third-party’s tracking systems used by Ivy Affiliates as these may be from time to time. Currently, tracking system used are Income Access.
2.35 “Ivy 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.
2.36 “Marketing 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 Schedule 2 and as may be updated from time to time.
2.37 “Minimum Deposit and Wagering Requirements” means the minimum deposit and wagering requirements relating to each Brand Website, as set out at Schedule 1.
2.38 “Net Gaming Revenue” means Gross Win less: (i) Finance Fees; (ii) Licence Fees and Gaming Taxes (iii) any Third Party Licence Fees; (iv) the Charitable Donation allocation; (v) any Third Party Platform Fees; (vi) 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).
2.39 “New Customer” means individuals who: (i) have had no prior account with our Brand Website; (ii) we have no previous record of their personal email address or other details that we deem to show connection between accounts; (iii) access our Brand Website solely through clicking links to our Brand Website on Your Affiliate Website; and subsequently: (a) open an account with our Brand Website; and (b) make a deposit and game and/or place bets with our Brand Website, with both (a) and (b) occurring within thirty (30) days of accessing our Brand Website pursuant to (iii) in this definition. This further excludes the Affiliate, its employees, relatives and/or friends.
2.40 “Parties” means WhiteZip, defined hereunder, and the Affiliate, (each a Party).
2.41 “Personal Data” as defined in the General Data Protection Regulations officially Directive 95/46/EC of the European Parliament.
2.42 “Player 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).
2.43 “Potential End User Personal Data” means personal data of potential Player that the Affiliate direct (or have collected for the purpose of directing) to the Site pursuant to this Agreement. 2.44 “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 harmful.
2.46 Privacy Policy is a statement that explains how our Organisation handles the personal information. You can read out Privacy Policy by clicking here - https://www.ivyaffiliates.com/privacy.html.
2.47 “Prohibited Terms” means the domain names, trademarks and other terms set out at Schedule 3 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).
2.48 “Promotional 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.
2.49 “Referral Commission” has the meaning set out in clause 9.17.
2.50 “Services” has the meaning set out in clauses 4.
2.51 “Sub-Affiliate” means an affiliate introduced to Ivy Affiliates by an Affiliate, having no previous history of affiliation with the Company.
2.52 Third Party Engagements and Diligence Form is a formal assessment made up of questions designed to outline the way a prospective affiliate would comply to required industry standards and regulations.
2.53 “Third 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.
2.54 “Third 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 platform.
2.55 “Tracking Code” means a code used to link New Customer to a specific affiliate account.
2.56 “Unsuitable” means when the Affiliate (or a Group Company of the Affiliate): (i) 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; (ii) 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; (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 time; or (iv) commits any breach of clause 14 or acts in a manner which is inconsistent with any Gaming Approval or any requirements, standards, instructions or conditions of any Gaming Authority, (v) it 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 Sub-Affiliate.
2.57 “Valid Click” means a click on a hyperlink on an Affiliate Website that results in any Brand Website being viewable to the relevant end user, as recorded by Ivy Affiliates’ Tracking Systems.
2.58 “WhiteZip” means the company registered at 71–75 Shelton Street, Covent Garden, London,WC2H 9JQ, United Kingdom with company number 09803046 and who owns Ivy Affiliates brand. For the purpose of these Terms and Conditions, “WhiteZip” and “Ivy Affiliates” are deemed to be the same.
2.59 “Winnings” means (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.
3.1 Any reference to a ‘subsidiary’ or ‘holding company’ is to be construed in accordance with section 1159 of the Companies Act 2006. 3.2 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. 3.3 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). 3.4 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. 3.5 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. 3.6 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders. 3.7 Any reference to recitals, clauses, paragraphs or schedules is to recitals, clauses or paragraphs of or schedules to this Agreement. 3.8 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). 3.9 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 terms. 3.10 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). 3.11. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement; and 3.12. 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. 3.13 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.
4.1 Registering as an Affiliate: It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Programme in the Affiliate Application is correct and that such information is kept up to date at all times.
4.2 To become a member of our Affiliate Programme you must accept these terms and conditions by ticking the box indicating your acceptance and completing and submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement. We will, at our sole discretion determine whether or not to accept your Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful. 4.3 Verifying You as an Affiliate: After a successful Affiliate Application You will be required to provide documentation to verify the information provided to us during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address. Additional verification checks may also be required. 4.3.1 Ivy Affiliates may, at its sole discretion, conduct further verification checks at any time during the term of the Affiliate Agreement and require additional documentation from the Affiliate. In particular, upon request, you will provide – within thirty (30) days of receipt of such request – a copy of a valid identity document together with a proof of address (e.g. utility bill or bank statement) or, in case of a legal entity, a copy of the act of incorporation together with the memorandum & articles of association as well as any other document that may be considered necessary at Ivy Affiliate’s discretion. 4.3.2 Ivy Affiliates reserves the right to not consider, during this time, the customers directed to Our Brand Websites as valid New Customers under the Affiliate Agreement. In such case the Affiliate shall not be entitled to claim any potential commission that might have otherwise accrued in relation to the New Customers directed during the intervening time. 4.4 Affiliate log in details: It is your sole obligation and responsibility to ensure that (and to put in place all necessary measures to ensure that) your log in details for your Affiliate Account are kept confidential, safe and secure at all times. 4.4.1 Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your log in information shall be your sole responsibility and you remain solely responsible and liable for all activity and conduct occurring under you Affiliate Account user ID and password whether such activity and / or conduct was undertaken by you or not. 4.4.2 The Affiliate shall notify Ivy Affiliates by email on contactus@Ivyaffiliates.com of any known or suspected unauthorised use of accounts, oir any known or suspected breach of security, including loss, theft or unauthorised disclosure of the email and/or password. 4.4.3 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. 4.4.4 It is your obligation to inform us immediately if you suspect illegal or unauthorised use of your Affiliate Account. As your log in details are confidential, we do not have visibility of this information and cannot provide you with such information in case of loss. 4.5 Affiliate Programme: The Affiliate Programme is intended for your direct participation and is intended of professional website publishers. You shall not open Affiliate Accounts on behalf of other participants. 4.5.1 Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted by Ivy Affiliates. 4.5.2 Affiliates wishing to transfer an Affiliate Account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at Ivy Affiliate’s discretion. 4.5.3 You shall not open more than one Affiliate Account. We will make available to you, banner advertisements, button links, text links, and other advertising material to place on Your Website which shall all relate to and/or link to our Brand Website. 4.6 Approved Content: You will only use the Banners and any other marketing materials that have been provided by us and/or pre-approved by us. Also, it is your responsibility to use up to date materials and up to date information on your site. If we notice the usage of unauthorised materials we will expect you to remove those materials in 48 hours after our warning to you. If you fail to comply to this warning, any revenues received with these unauthorised campaigns will be deducted from your monthly commissions. 4.7 Affiliate Website: You will be solely responsible for the development, operation, and maintenance of your Affiliate Website and for all materials that appear on your Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all Applicable Laws and appears and functions as a professional website. 4.7.1 You will not present the Affiliate Website in such a way so that the Affiliate Website may cause confusion with our Brand Websites or so that it may give the impression that it is owned or operated by Us. 4.7.2 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 Prohibited Terms. 4.7.3 The Affiliate Website will not contain any defamatory, libellous, discriminatory, obscene, unlawful (including also material which the Affiliate does not have permission to use, for example illegal streaming) or otherwise unsuitable content (including, but not limited to: sexually explicit material which is not in line with legal or acceptable standards, violent, obscene, derogatory or pornographic materials or content which would be illegal in target country). 4.7.4 You will not use any material or in any way target persons who are under 18 (or older where you target a jurisdiction or territory where the minimum age to partake in gambling is greater than 18). Additionally, you will not market our Brand Website to any persons resident in the restricted juridictions as mentioned in clause 5.16. Any Affiliates failing to comply to this, may have their account terminated and their commission suspended. 4.7.5 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. 4.8 Affiliate Links: The Affiliate Links shall be displayed at least as prominently as any other sales link on Your Website. You will only use Affiliate Links provided by Ivy Affiliates within the scope of the Affiliate Programme. 4.8.1 You cannot open a social media account (Facebook, Twitter, Youtube etc.) on behalf of us and mislead people or claim that your website is our official partner site. If you are aiming to promote us through social media you must get our written approval and you must report us your activities regularly. 4.8.2 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. 4.8.3 The Affiliate shall not: (i) use any hyperlink other than the Affiliate 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. 4.8.4 The Affiliate shall not use misleading links or Promotional Content or cause any Affiliate Links to open in an end user’s browser other than as a result of the end user making a Valid Click. 4.8.5 If Ivy Affiliates requests any change to the Affiliate´s use and positioning of the Affiliate Links and/or Promotional Content from time to time, the Affiliate shall promptly comply with such request. 4.8.6 The Affiliate shall only place the Affiliate Links on Affiliate Websites that have been approved by Ivy Affiliates in writing. 4.8.7 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.
4.9 Affiliate Traffic: You will not generate traffic to the our Brand Websites by registering as a New Customer whether directly or indirectly (for example by using associates, Immediate family members or other third parties). Such behaviour shall be deemed as fraud. You will only redirect traffic to your own affiliate landing page. Any traffic to our websites, whether or not in connection with the Ivy Affiliates brand, shall empower us, at our own discretion to block your Affiliate Account as well as any incoming traffic with immediate effect, without any prior formality. We also reserve the right to suspend/ terminate this Agreement with immediate effect and to stop any payments of commission towards you. You will also not attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage. Where you have any reasonable suspicion that any New Customer referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same. You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assist in any form of affiliate fraud (whether notified by you or later discovered by us) does not constitute a valid New Customer under the Affiliate Agreement (and thereby no Commission shall be payable by Ivy Affiliates in relation to such New Customers). 4.9.1 The Affiliate shall not provide the information of another person with the intention of impersonating that person or deceiving Ivy Affiliates to its true identity. 4.9.2 The Affiliate agrees to inform Ivy Affiliate within five (5) days of any landing page changes. 4.9.3 The Affiliate will not intercept, redirect or otherwise interfere with traffic from the website of any other Ivy Affliate. 4.9.4 The Affiliate 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). 4.9.5 The Affiliate has not violated any Applicable Laws, including laws relating to gaming in the U.S., prior to the date of this Agreement. 4.10 Unsuitable websites: You will not use any Affiliate Links or otherwise place any digital advertisment whatsoever featuring our Intellectual Property Rights ( or in any other way link to/or drive traffic to any unsuitable websites (whether owened by third parties or otherwise). Unsuitable webites include - but are not limited to – those aimed at children, display pornography or other illegal or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or breach any relevant advertising regulations where Ivy Affiliates is licensed in or codes of practice in any territory or any jurisdiction where such Affiliate Links or digital advertisements may be featured. 4.11 Direct Marketing: Affiliates are allowed to send direct marketing, by virtue of which, they are data controllers solely responsible for its own actions toward its customers. Therefore, You will have to comply to all Applicable Data Privacy Laws. 4.11.1 If sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which (i) include any of Ivy Affiliates’ Intellectual Property Rights; or (ii) otherwise intend to promote our Brand Websites, You must first have permission to send such direct marketing communications from Ivy Affiliates. 4.11.2 If such permission is granted by Ivy Affiliates you must then ensure you have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. 4.11.3 Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. 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 Applicable Data Privacy Laws. Valid consent shall include data subjects’ opt-in to such marketing and data subjects’ being informed that they shall receive marketing relating to our Brand websites (identified either specifically or, at the least, by its industry). You 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. Likewise, marketing communications and that such individuals have not opted out of receiving such communication. You shall warrant that all direct marketing sent to Affiliate Personal Data shall include an opportunity for such persons to opt-out of all future direct marketing. In this respect, the Affiliate shall: (i) clearly display an unsubscribe feature at the bottom of the email (clearly detailing methods of unsubscribing from the mailing list); (ii) clearly include the header of the applicable Brand Website in the email (incorporating the relevant Brand Marks); (iii) not send any promotional offers relating to the Ivy Affiliates Website or the Brand Websites to recipients under the age of 18; (iv) 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 (v) no marketing communication should be directed to those individuals who opted out of receiving such communication. 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 instruction. (vi) You shall at all times comply with the Applicable Data Privacy Laws including, without limitation, ensuring that Affiliate Personal Data: (a) is collected fairly, lawfully and transparently; (b) processed in accordance a lawful condition as set out in the GDPR; and (c) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data. 4.11.4 You must also make it clear, so that no confusion is caused (in regard to the sender of such communication) to the recipient that all marketing communications are sent from you and are not from Ivy Affiliates. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of such direct marketing communications, you shall be responsible for ensuring such third parties comply with the requirements of this clause. 4.11.5 You shall notify us immediately but not later than 72 hours after having become aware of it, in the event that you breach (or suspect that you have breached) any of the warranties in the section 5. 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. 4.11.6 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 data. 4.11.7 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. 4.11.8 We may, from time to time, request that you provide evidence of your compliance with this clause 4.11 and you shall provide such evidence within five (5) days of receipt of such request. 4.12 The Affiliate agrees to send Ivy Affiliates any commercial material before it is sent to customers. The Affiliates agrees to obtain written approval prior sending any of our Brand Marks, Ivy Affiliates Games and Services. 4.12.1 The Affiliate waives all “moral rights” under the Copyright Designs and Patents Act 1988 in such Affiliate 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 Affiliate Links and Promotional Content, without limitation so far as possible in perpetuity for any purpose. 4.13 The Affiliate should not engage in advertising directed at an Ontario audience of any brands that do not hold an active AGCO licence. 4.14 The Affiliate must not repurpose any material aimed at other jurisdiction for an Ontario audience. 4.15 The Affiliate must not provide advertising promotional offers (e.g. prize draws, exclusive offers and leaderboard tournaments), bonus offer, loyalty/VIP schemes, retention for an Ontario audience. 4.16 Use of Our IPR: Any use of our Intellectual Property Rights must be in accordance with any Brand Guidelines issued to you from time to time and are always subject to the approval required. You will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the Ivy Affiliates’ trademarks or otherwise include the our Brand Marks or variations thereof, or include metatag keywords on the Affiliate Website which are identical or similar to any of the our Brand Marks. You will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of Ivy Affiliates, or any other name that could be understood to designate and represent us, our Brand Marks or our Brand Websites. 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. 4.17 Compliance with laws: You have the obligation to be compliant with all relevant laws, regulations and codes (including for the avoidance of doubt all Applicable Laws and Applicable Data Privacy Laws) during the full duration of our cooperation. This includes but not limited to GDPR, RG as well as advertising guidelines. Where applicable, Affiliate must obtain, maintain and comply with all licences. You may require in order to fulfil your obligations depending on the jurisdiction where You operate; You will carry out your activities as ifyou were bound by the same licence conditions and/or subject to the same codes of practice as Ivy Affiliates. 4.18 You will not target any territory or jurisdictions where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. You will act legally and within the relevant and / or Applicable Laws at all times and you will not perform any act which is illegal in relation to the Affiliate Programme or otherwise. 4.19 The Affiliate shall provide the services in accordance with Good Industry Practice. 4.20 The Affiliate shall meet all requirements for player registrations relating to our Brand Websites, including but not limited to a player must 18 years of age to register. 4.21 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. 4.21.1 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. 4.21.2 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 4.21.
5.1 You have full authority and capacity and all necessary permits, consents and licences to enter into this Agreement and the Affiliate Sign Up Form. 5.2 You will at all times conduct yourself with Good Industry Practice. 5.3 You will comply with any guidelines and requirements as may be issued by Ivy Affiliates from time to time. 5.4 All information you provide to Ivy Affiliates is correct and will notify us immediately of any changes. 5.5 You have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations to us under this Agreement and you will comply with all Applicable Laws. 5.6 Your Website will not contain any material which is defamatory, violent, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material. 5.7 When informed via email, telephone of changes to the acquisition or any other customer bonus you will update all website content, banners and other promotional material to correctly represent the stated changes within 24 hours. No Commissions will be paid on any New Customers referred to our Brand Website via a link or banner displaying incorrect bonus information after this period. 5.8 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 4.16. This obligation shall apply irrespective of whether such trademark, 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 trademark, service mark, domain name and/or sub-domain registration or application has been assigned or transferred to Ivy Affiliates in accordance with this clause. 5.9 The Affiliate shall not allow the trademark, service mark, domain name and/or sub-domain registration or application to lapse. 5.10 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. 5.11 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 our Brand Websites. 5.12 The Affiliate shall not use any promotional content or hyperlinks of any kind (other than Promotional Content or Affiliate Links) in relation to a Brand Websites or the Ivy Affiliates Website. 5.13 The Affiliate shall not place Affiliate Links or Promotional Content in newsgroups or unsolicited email.
5.15 General Exclusions: We require all Our Affiliates: (i) to source our databases legitimately; (ii) to communicate with all data subjects lawfully; (iii) to comply with the Privacy Policy of Ivy Affiliates as set out on the website (www.ivyaffiliates.com); (iv) to ensure that content is not unlawful and/or that it will not expose any entity disseminating it to legal action. Affiliate marketing content must not contain or include text or images that may be reasonably considered to:
link participation to fate or similar;
make any association with sexual prowess or similar;
appeal to data subjects under 18 years old.
5.16 You must note that we cannot open accounts, or process bets or financial transactions,for individuals residing in: from Afghanistan, Albania, Algeria, American Samoa, Angola, Austria, Australia, Bahamas, Barbados, Belarus, Belgium, Bolivia, Bosnia and Herzegovina, Botswana, Bulgaria, Burkina Faso, Cayman Islands, Côte d’Ivoire, Cuba, Denmark, Ecuador, Estonia, Ethiopia, France, Germany, Ghana, Gibraltar, Greece, Guam, Guyana, Haiti, Hungary, Iceland, Indonesia, Iran, Iraq, Israel, Italy, Jamaica, Jordan, Kenya, Lao Peoples Democratic Republic, Latvia, Lithuania, Mali, Martinique, Mauritius, Monaco, Mongolia, Myanmar, Netherlands, Nicaragua, Nigeria, North Korea, Northern Mariana Islands, Pakistan, Palestine, State of, Panama, Papua New Guinea, Philippines, Poland, Portugal, Réunion, Romania, Russia, Samoa, Sao Tome and Principe, Saudi Arabia, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, South Sudan, Spain, Sri Lanka, Sudan, Switzerland, Syria, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Uganda, United Arab Emirates, United States, United States Minor Outlying Islands, Vanuatu, Vietnam, Virgin Islands (U.S.), Yemen, Zimbabwe (the “Restricted Jurisdictions”). 5.17 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.You must NOT run any promotional activities for the citizens of these countries. 5.18 You should 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 symbols. 5.19 Cookies: You shall at all times comply with applicable data privacy laws including any new or amended data protection acts, regulations or law applicable to your territory, relating to the use of ‘cookies’ and similar tracking technologies such as beacons, scripts and tags (collectively “Cookies”). You agree to comply with all necessary notification procedures of the use of Cookies to all visitors to the Affiliate Websites by providing information, via the relevant privacy policy or other means, about the use / deployment of Cookies; access of information stored on users’ devices; and the processing of users’ personal data for targeted advertising purposes. Affiliate shall provide users with the opportunity to reject the installation of Cookies and shall prevent Cookies from executing unless consent is provided, where applicable. 5.19 Cost and expense: You shall be solely responsible for all risk, costs and expenses incurred by you in meeting your obligations under the Affiliate Agreement. 5.20 Monitoring of Your Affiliate activity: You will immediately give us all such assistance as is required and provide us with all such information as is requested to monitor your activity under the Affiliate Programme and as we may require to allow us to comply with our reporting and other regulatory obligations. 5.22 Commissions paid to the Affiliate incorrectly: The Affiliate agrees to immediately upon request by Ivy Affiliates, return all Commissions received based on New Customers referred to us in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions. Furthermore, We also have the right to deduct monies owed in the next pay out. 5.23 Notification of breach: You agree to notify us in writing as soon as practicable and in any event within 72 hours of your becoming aware, of any breach of the Affiliate Agreement, including but not limited to breaches by you of any laws, regulations, licence conditions, codes of conduct, marketing restrictions or advertising rules which apply to you as a result of the Affiliate Agreement. 5.24 SEO and SEM Strategy: When employing Search Engine Optimisation and/or Search Engine Marketing strategies for any search engine you shall adhere to the following obligations: (a) You shall NOT bid on the brand of Ivy Affiliates; (b) You must NOT display the brand or brand name of Ivy Affiliates in your display URL; (c) You must NOT claim that you are Ivy Affiliates brands’ official site. You must NOT use the brand or the brand’s name of Ivy Affiliates, or claim to be the official site of, in your meta information on any page of your site; (d) You must NOT use the brand or brands name or misspelling or variation of the Ivy Affiliates sites in your display URL. Ivy Affiliates has the right not to pay your Commission in the event of noticing these sites. If we notice such action you must immediately transfer these domain names to Ivy Affiliates; (e) You cannot index your affiliate Tracking Code to the search engines. It is your responsibility to monitor it. (f) You MAY include ‘Ivy Affiliates’ or brands name of Ivy Affiliates in the sub folders of the display URL’s in your Search Engine Adverts e.g.www.affiliatesite.com/IvyAffiliates; (g) You MAY NOT use meta refreshes to redirect traffic from your PPC(Pay-per-Click) advert; (h) You MUST use no follows on all links taking customers from your site to Ivy Affiliates or to the brands name of Ivy Affiliates. This includes link shortening as well; (i) You MAY NOT copy and/or replicate any Ivy Affiliates code or content on any other website; (j) You must NOT modify or change the Tracking Code you are using for Ivy Affiliates brands; (k) You must NOT open social media (Facebook, Twitter etc.) accounts on the Ivy Affiliates brand names and you must NOT make announcement or run promotions through these accounts. In the event of noticing these accounts you must immediately transfer them to Ivy Affiliates usage; (l) You must NOT use a similar design concept of Ivy Affiliates brands on your web site.
6.1 Right to direct New Customers: We grant you the non-exclusive, non-assignable right, during the term of this Affiliate Agreement, to direct New Customers to such our Brand Websites as we have agreed with you in strict accordance with the terms and conditions of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by or through persons or entities other than you. 6.2 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: (i) Making the Affiliate Links available on the Affiliate Website for the purpose of performing the Services; and (ii) 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; (iii) If and to the extent that any Affiliate 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 Affiliate Links and/or Promotional Content without restriction. The Affiliate waives all “moral rights” under the Copyright Designs and Patents Act 1988 in such Affiliate 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 Affiliate Links and Promotional Content, without limitation so far as possible in perpetuity for any purpose. The Affiliate shall only use such Affiliate Links and Promotional Content for the purpose of fulfilling its obligations hereunder and shall only do so with Ivy Affiliates prior written consent; (iv) The Affiliate shall make the Affiliate Links available on the Affiliate Website for the purpose of performing the Services; (v) 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); (vi) 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 Affiliate Links, the Promotional Content and any Player Personal Data); and (vii) All Rights, 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. (viii) 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. (x) The provisions of section 30 of the Trade Marks Act 1994 (and any similar or equivalent legislation in any jurisdiction) are expressly excluded. 6.3 Licence to use Our IPR: We grant you a non-exclusive, non-transferable licence, during the term of this Affiliate Agreement, to use the our Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Us. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the our Intellectual Property Rights is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of any of our Intellectual Property Rights in any action or proceedings of whatever kind or nature and shall not take any action that may prejudice our rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of our Intellectual Property Rights by any third party. 6.4 Right to Data: For the purpose of the services to be delivered under this Affiliate Agreement, it is understood that as a general rule, Affiliate shall not have access to any Personal Data of our customers, except in those circumstances where we are obliged to share Personal Data pursuant to a legal obligation. In such limited circumstances, we shall enter into a separate agreement as required by Applicable Data Privacy Laws.
7.1 Best endeavours: We shall use our best endeavours to supply you with all such materials and information required for necessary implementation of the Affiliate Links. 7.2 Traffic: At our sole discretion we may register any New Customer to Our Brand Websites by you and we will track their transactions. We reserve the right to refuse New Customers ( or to close their account) if necessary to comply with any requirements we may periodically establish. 7.3 Monitoring Tools: We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof. 7.4 Processing Affiliate Personal Data: As an independent data controller, we shall use and process the following personal data of an Affiliate or any Affiliate employee in accordance with Applicable Data Privacy Laws, as follows: your username for the purpose of logging in, your email address, full name, date of birth, your country and address, telephone number, information about revenue and financial and other data necessary for legally required verifications and checks. 7.5 Furthermore, as already stated as a general rule we do not share our Personal Data or that of Affiliate New Customers except for limited circumstances where a legal obligation is imposed on us, however, you may be required to share some information with us (for example New Customer e-mail address) in exceptional situations where you have reasonable suspicion that New Customer referred by you under the Affiliate Agreement is in any way associated to money laundering, fraud, or other abuse of remote gaming sites. 7.6 All these data will be used in the first place in order to conduct cooperation with you and for the performance of the Affiliate Agreement (to register your account, to report and follow your revenue, to make necessary payments to you) but also in order to fulfil our legal obligations coming from relevant laws such as AML and Applicable Laws. Finally, we have to process your data based on our legitimate interest to prevent violation and abuse of these Terms and Conditions, to ensure security, to manage our business relationship, and in the defence of legal or other claims. Please note that all these data are necessary so we can establish and conduct cooperation with you, and therefore if you refuse to provide the data we will not be able to cooperate with you. We have to keep your personal data for the duration of our cooperation and after the end of the cooperation as required per relevant laws and in order to establish, defend and/or exercise legal claims. 7.7 Please note that your data will only be shared among our companies (including without limitation in order to grant themaccess to your Personal Data for KYC analysis and to process payments) and third parties (recipients) that help us maintain the relationship with you based on data processing agreements. The list of recipients with who we share your personal data includes providers of database and technical systems to manage the relationship with affiliates, consultants, and other technical providers. Please note that we process your personal data within the UK and EU/EEA and that if engage third-party vendors or independent contractors outside the EU/EEA we will only do that by applying appropriate safeguards as required by the GDPR, such as Standard Contractual Clauses. You can always get more information about recipients and safeguards for transfers of data by contacting our Data Protection Officer at DPO@whitezip.com. 7.8 With respect to your personal data you have rights as mandated by the GDPR: right to get a copy of your data; right to correct data; right to delete data; right to object (for example, right to unsubscribe from marketing communications); right to ask for restriction of processing; right to transfer data; and right not to be subject to automated decision making including profiling without meaningful human intervention in accordance with requirements defined in the GDPR. If you have any questions or wish to exercise your rights, you can send an email to our Data Protection Officer at DPO@whitezip.com. 7.9 You can always lodge a complaint on the processing of your personal data to the supervisory authority in the country of your habitual residence, place of work or place of alleged infringement, with the mention that our lead Supervisory Authority is the Information Commissioner’s Office in the UK or alternatively, the Data Protection Commissioner (IDPC) in Malta.
8.1 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 Affiliate: (i) modify any of the Brand Marks or Brand Websites; and/or (ii) 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). 8.2 Remedies: In case of your breach, (or, where relevant suspected breach)of the Affiliate Agreement, or failure to in any way meet your obligations hereunder (including without limitation, those obligations referred to the above). We shall have the following remedies available: (i) the right to suspend (for up to 180 days) any Affiliate’s participation in the Affiliate Programme for such period as is required to investigate any activities of the Affiliate that may be in breach of the Affiliate Agreement. During any period of suspension, payments of Commission will also be suspended; (ii) the right to withhold any Commission or any other payment payable or owing to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate under the Affiliate Agreement which is in breach of (or otherwise not in accordance with) the Affiliate’s obligations under the Affiliate Agreement; (iii) the right to withhold and / or set off such monies as we deem reasonable from the Commission to cover any indemnity (see indemnity section) given by the Affiliate hereunder or to otherwise cover any of our liability which arises as a result of the Affiliate’s breach of the Affiliate Agreement or the Affiliate’s negligent performance hereunder; (iv) immediately terminate the Affiliate Agreement; (v) the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement. (vi) the right to close an account if there hasn’t been any activity on the account in the last six months with the consequence that no FTDs were generated through the traffic driven to Our Sites. 8.3 Exclusivity: Our rights and remedies detailed above shall not be mutually exclusive. Therefore, the exercise of one or more of the right or remedies listed above shall not preclude the exercise of any other right or remedy. Nothing contained in the Affiliate Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of the Affiliate Agreement, the intention of this provision is to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
9.1 Tracking: We will track the number of New Customers you have brought to us on a month by month basis. 9.2 New Customer Calculations: Neither you nor your immediate family are eligible to become New Customers via your Affiliate Links, and should you or they do so you will not be eligible to receive the relevant Commission. Our measurements and calculations in relation to the number of New Customers and the relevant Net Gaming Revenue figures shall be the sole and authoritative tool, and shall not be open to review or appeal. 9.3. Process and Commission Structure: Once your Affiliate Application has been approved, we shall pay you as per agreed commission structure. (I) In 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 otherwise, either: (a) the Affiliate Revenue Share; or (b) the Cost Per Acquisition (also known as CPA); or (c) and if applicable, Referral Commission (as defined below), (the “Commission”). 9.4 If no specific agreement is in place, the Affiliates will earn a default commission. 9.4.1 The Affilliate will earn commission based on the Commission Structure in Schedule 4. 9.4.2 Hybrid deals (i.e CPA+Affiliate Revenue Share) will not qualify for commission based on Schedule 4. 9.4.3 Ivy Affiliates will offer tailored-made revenue share plans, subject to negotiated and mutual agreed targets. 9.4.4 In case the Affilitae stops promoting Ivy Affiliates and its Brands, we reserve the right to: (a) reduce the Affiliate Revenue Share back to default; (b) or forfeit the entire Affiliate Revenue Share plan based on previously delivered Players; (c) and Ivy Affiliate reserves the right to terminate the agreement. 9.5 If the Affiliate has a negative monthly balance in respect of Commission payable by Ivy Affiliates, excluding the High-Roller as per 9.22, 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 Affiliate Revenue Share deal. 9.6 No negative monthly balance carried over only applies to Affiliate Revenue Share deals. 9.7 Ivy Affiliates will provide the Affiliate with a payment history report , in relation to each calendar month, Commission per Brand Website paid by Ivy Affiliates to the Affiliate in accordance with this Agreement. 9.8 On or before the 21st 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. 9.9 No Affiliate Revenue Share will be paid on existing Players after 36 months from their first deposit. 9.9.1 This will only be applicable to new deals signed after the 01.03.2023 when these Terms and Conditions were amended. 9.10 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: (i) Bacs – £250; (ii) Electronic Transfer – £500; and (iii) Neteller/Skrill/Paypal – £250.
9.11 Ivy Affiliates may review the balance of the Commission due to each Affiliate every three (3) months during the term of the Agreement (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 £50, 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 £0. 9.112 In this case, Ivy Affiliates reserves also the right to: (i) change any agreed deals – Affiliate Revenue Share and/or Hybrid deals; (ii) or nullify any existing deals; 9.12 Affiliate bank details have to be updated before close of business [6PM GMT] on the last day of a month for payment. Ivy Affiliates will not be held responsible for any loss of funds, delay in payments, bounce-back fees, or any other issues that may arise if the payment details are not up-to-date by the given time frame. 9.13 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. 9.13.1 Bank details will initially be inputted into the system by the Affiliate upon registration; Post initial capture, any changes needed will need to be send to compliance and Ivy Affiliates reserve the right to charge a fee of £50 to cover additional KYC and administrative work of aforementioned change request. This fee will be taken off the commissions owed within the month that the changes are requested. 9.14 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 Affiliate 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 14.5 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. 9.15 The Affiliate will only qualify for Commission if their referred New Customers deposit within a 30 day window from player registration date. All payments outside of this timeframe will be considered late conversions and will not be incurred by Ivy Affiliates. 9.16 The Affiliate will only qualify for commission if a Player does meet the minimum deposit requirements as per Schedule 1. 9.17 The Affiliate may promote the Affiliate Programme to other potential affiliates by posting on the Affiliate´s Website referral links 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 a percentage which is negotiated and agreed in writing, 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”). Any referral should be first discussed and agreed with the Ivy Affiliates manager. 9.18 Amending the Commission Structure: The Commission will be amended by a mutual agreement between the parties or any other clauses in this Agreement. 9.19 Method of Payment: All payments will be due and payable in Great British Pounds. Payment will be made by the method registered on sign up to the account. Any change in the method of payment must be notified to compliance@ivyaffilates.com together with a proof of account ownership dated in the last three months. 9.20 Customer Verification: The Commission in relation to New Customers will be dispatched only following our verification and checks concerning all customers. We have the right to check all Commissions for possible fraud or abuse. We will freeze your Commissions until such time you can prove no fraud or abuse has occured. 9.21 Right to withhold: Ivy Affiliates reserves the right to permanently withhold any Commissions that are unable to be paid within 12 months of becoming due and payable due to a failure by you to provide correct bank account information.the Affiliate fails to provide us with the correct bank details. 9.22 High-Roller: In any given month, if a New 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 'High-Roller'. If the aggregate Net Gaming 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: 9.22.1 The negative Net Gaming Revenue generated by the High-Roller will be carried forward and offset against future Net Gaming Revenue generated by that High-Roller; 9.22.2 The negative balance carried forward cannot be set-off against other New Customer's Net Gaming Revenue; 9.22.3 The negative balance carried forward cannot be greater than the total aggregate negative Net Gaming Revenue for the Affiliate, for that month; 9.22.4 The negative balance of a High-Roller will be reduced by future positive Net Gaming Revenue that they generate in subsequent months; 9.22.5 A negative balance will not be increased by future negative Net Gaming Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
10.1. 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 connected with:
(i) Any breach by the Affiliate of any of the warranties set out in clause 5 (Warranties);
(ii) Any breach by the Affiliate of clauses 4.1 to 4.21 (inclusive) (Affiliate Obligations), clause 6 (Grant of Rights) or clause 14 (Regulatory Matters);
(ii) 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
(iii) Any breach by the Affiliate of any provision of this Agreement.
10.2. 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 Affiliates.
10.3. 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 clause 10.
11.1. 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: 11.1.1. loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; or 11.1.2. loss of goodwill or reputation; or 12.1.3. indirect or consequential losses suffered 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. 11.2. 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 Laws. 11.3. 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 in accordance with this Agreement.
12.1. Subject to clauses 12.2, 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 12), 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. 12.2. The obligation of confidentiality contained in clause 12.1 shall not apply or (as the case may be) shall cease to apply to Confidential Information which: 12.2.1. 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; 12.2.2. 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; 12.2.3. 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 party; 12.2.4. 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; 12.2.5. is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or 12.2.6. the disclosing party informs the receiving party in writing is not Confidential Information. 12.3. 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
13.1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with the terms of this Agreement. 13.2. The Affiliate may terminate this Agreement with respect to any Brand Website, for any reason upon 7 days´ prior written notice to Ivy Affiliates. 13.3. 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; (ii) if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam. (iii) the Affiliate is in breach of any relevant advertising law, regulation or codes of practice (including the LCCP, 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 Marketing Guidelines. (iv) If the affiliate has otherwise acted in a manner which is inconsistent with the licensing objectives and/or any Applicable Law. 13.4. If Ivy Affiliates serves notice to terminate 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. 13.5. 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. 13.6. 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. 13.7. 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 Affiliate 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. 13.8. 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. 13.9. After termination, the Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement. 13.10. If Ivy Affiliates continues to permit Players who have clicked on Affiliate 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. 13.11. The following clauses of this Agreement shall survive termination of this Agreement: 4.16, 4.17, 5, 8, 10, 11, 12, 13.8, 13.9, 13.10, 13.11, 14, and 16, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement.
14.1. 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 14 of this Agreement. 14.2. 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. 14.3. Insofar 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. 14.4. 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. 14.5. 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: 14.5.1. 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);
14.5.2. 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
14.5.3. Notify Ivy Affiliates immediately if it becomes aware that, or has reason to believe that, it has breached its obligations under this clause 14.5.
15.1. 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. 15.2. 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. 15.3. 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, the Brand Websites Operators 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 in this Agreement. 15.4. 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. 15.5. 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. 15.6. 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. 15.7. 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. 15.9. 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 Affiliate Links for its or their own personal use or to fraudulently increase the Commission or for other fraudulent purposes. 15.10. Affiliates 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. 15.11. 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. 15.12. 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.
16.1. 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. 16.2. 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 inconvenient forum.
SCHEDULE 1 MINIMUM DEPOSIT AND WAGERING REQUIREMENTS
Brand Website Minimum Deposit Minimum Wager
ALL $20 $20
ALL £20 £20
ALL 20€ 20€
All deposits require Gameplay and wagering.
SCHEDULE 2: MARKETING GUIDELINES FOR AFFILIATES
Great Britain: Marketing guidelines for Affiliates Rest of World: Marketing guidelines for Affiliates Canada Ontario: Marketing guidelines for Affiliates
SCHEDULE 3: PROHIBITED TERMS
ivyaffiliates.co.uk ivyaffiliates.com ivyaffiliates.eu ivyaffiliates.net ivyaffiliates.org whitezip.co.uk whitezip.com whitezip.eu whitezip.net whitezip.org whitezipgames.com whitezipgaming.com whitezipmedia.com
SCHEDULE 4: COMMISSION STRUCTURE
An Affiliate will earn Commission based on the following: First Time Deposits Revenue % 1 <= 10 New Customers 20% 11<= 25 New Customers 25% 26 <= 40 New Customers 30% 41+ New Customers 35%
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