Affiliate Agreement Terms and Conditions
Version Number 4.3: 02 February 2021
Please read these terms and conditions carefully.
If you have any questions, please send an email to info@IvyAffiliates.com.
1.1. This agreement (“Agreement”) is between you
being a legal entity applying to register as a member of the Ivy
Affiliates program (referred to as “Affiliate”) and WhiteZip Limited , a
company registered at 71–75 Shelton Street, Covent Garden, London,WC2H 9JQ,
United Kingdom with company number 09803046 (referred to as “Ivy
1.2. If Ivy Affiliates accepts the Affiliate into
the Affiliate Program (as defined below), this Agreement shall cover the
Brand Websites as defined in Schedule 1. Each Brand Website is operated by
White Hat Gaming Limited (Company). The Company is registered in accordance
with Maltese law with registration no. C73232 whose registered office is 85
St John Street, Valetta, VLT1165, Malta or a Group Company or sister
companies of White Hat Gaming Company.
1.3. Ivy Affiliates will review the Affiliate´s
application to participate in the Affiliate Program (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 Program, and the Affiliate shall provide
such further information and/or fulfil such criteria if it wishes to be
accepted into the Affiliate Program. Without limiting the generality of the
foregoing, Ivy Affiliates may reject the Affiliate´s application if the
Affiliate Website (as defined below) and/or any domain name or sub-domain
owned or controlled by the Affiliate (whether used or intended to be used for
the provision of the Affiliate Website or otherwise): (i) contains any Prohibited
Material (as defined below); (ii) consists of, includes or is confusingly
similar to any of the Brand Marks (as defined below) or Prohibited Terms (as
define below); and/or (iii) appears to have been registered in bad faith. In
order for the Affiliate to be accepted into the Affiliate Program, 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
1.4. If the Affiliate is accepted into the Affiliate
Program, the Affiliate agrees to provide the Services (as defined below) to
Ivy Affiliates on the terms of this Agreement. 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 Site(s) which shall include, but not limited to, an assessment
of your compliance with the Applicable Laws.
1.5. This Agreement replaces all previous terms
and conditions for the Affiliate Program. Ivy Affiliates may change these
terms and conditions at any time. Ivy Affiliates shall publish the date on
which any changes to this Agreement are made by way of an update. Your
continued use of the Affiliate Program following any change to this Agreement
will constitute binding acceptance of such changes. If you do not agree to
any such changes, you should terminate this Agreement pursuant to clause
1.6. 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:
“Affiliate Program” means the Ivy Affiliates Affiliate Program, under which the
Affiliate agrees to promote the Brand Websites.
“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 2 (or in the case of a
Brand Website not set out in Schedule 2, as such percentage is notified in
writing to the Affiliate by Ivy Affiliates).
“Affiliate Website” means any website(s) and accounts (including any device specific
versions of such website(s) and any native applications related to such
website(s)) that are operated by or on behalf of the Affiliate and which Ivy
Affiliates approves in writing for use by the Affiliate in the Affiliate
Program from time to time (including as part of the Affiliate´s application
to participate in such program).
“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.
“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.
“Brand Marks” means
the trademarks and logos of the Brand Websites, including those set out in
“Brand Websites” means each of the websites set out at Schedule 1 to this
Agreement (including any device specific versions of such websites and any
native applications relating to such websites), and any other websites
(including any device specific versions of such websites and any native
applications relating to such websites) which Ivy Affiliates may introduce to
the Affiliate Program from time to time.
“White Hat Gaming Group” means White Hat Gaming and each of its Group or sister Companies
from time to time.
“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.
“Commencement Date” means the date on which acceptance of the Affiliate´s
application to join the Affiliate Program is notified to the Affiliate by Ivy
the meaning set out in clause 4.1.
“Commission Structure” means the Commission structure as set out in the “Affiliate
Commission Structures” table in Schedule 2.
“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
(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
(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.
“Cost Per Acquisition” means the set fee for each new Player, as such fee is set out in
relation to each Brand Website at Schedule 2 (or in the case of a Brand
Website not set out in Schedule 2, as such fee is notified to the Affiliate
by Ivy Affiliates from time to time).
“Data Protection Laws” means all laws, regulations, legislative and regulatory
requirements and codes of practice applicable to the processing of Personal
Data including, without limitation the UK Data Protection Act 1998 and any
regulations or instruments thereunder, Directive 95/46/EC of the European
Parliament and of the Council of October 24 1995 and any successor
legislation (including Regulation (EU) 2016/679 of the European Parliament
and of the Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement of such
data as applicable as of 25 May 2018).
the meaning set out in clause 15.4.
“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
(iii) “Know Your Customer” verification fees.
“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
“Gaming Authority” means collectively, those international, federal, state, local,
foreign and other governmental, regulatory and administrative authorities
(including the Gambling Commission of Great Britain and Malta Gaming Authority)
, 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.
“GDPR” means the General Data Protection
Regulation (EU) 2016/679;
“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.
“Gross Win” means
House Win less any Player Incentive Funding.
“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 or controlled by such party from time to time (and “Group
Companies” shall be construed accordingly).
“House Win” means
all monies paid by Players to play Ivy Affiliates Games on the Brand Websites
less any Winnings.
“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.
“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).
“Ivy Affiliates Group Company” means any member of the WhiteZip Group, or any member of the
White Hat Gaming Group, and “Ivy Affiliates Group Companies” shall be
“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.
“Licence Fees and Gaming Taxes” means a sum equal to the total of:
(i) any gaming licence fees payable to any
applicable authority (or a pro-rated amount thereof) from time to time; and
(ii) the amount of any gross profits or gaming
tax or regulatory fees paid or payable by Ivy Affiliates or any Ivy
Affiliates Group Company to any regulatory or tax authorities in any
territory from time to time.
a hyperlink (whether in the form of a text link, a graphical banner or
otherwise) that incorporates a tracking code and which is placed on the
Affiliate Website that, when clicked on, results in the relevant Brand
Website being viewable on the end user’s browser, which hyperlink is either:
(i) provided or made available to the Affiliate (and not subsequently
withdrawn) by or on behalf of Ivy Affiliates; or (ii) created by or on behalf
of the Affiliate and approved by Ivy Affiliates in writing in advance.
“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 4 and as may be updated from time to time.
“Minimum Deposit and Wagering Requirements” means the minimum deposit and wagering requirements relating to
each Brand Website, as set out at Schedule 3.
“Net Gaming Revenue” means Gross Win less:
1. Finance Fees;
2. Licence Fees and Gaming Taxes
3. any Third Party Licence Fees;
4. the Charitable Donation allocation;
5. any Third Party Platform Fees;
6. 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
7. 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).
“Personal Data” shall
have the meaning set out in the GDPR.
“Player” means a new
player on a Brand Website who has successfully opened an account with a Ivy
Affiliates Group Company and which player: (i) commences his application for
such account directly from a Valid Click; and (ii) has met the Minimum
Deposit and Wagering Requirements in respect of the applicable Brand Website.
“Player Data” means
any and all information and data (including Personal Data) relating to
Players and their activity on the Brand Websites, including: names, postal
addresses, telephone numbers, email addresses or other contact details,
usernames, chat names and marketing permissions.
“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).
“Potential End User Personal Data” means
personal data of potential Player that you direct (or have collected for the
purpose of directing) to the Site pursuant to this Agreement;
“Prohibited Material” means: (i) pornography (including child pornography or illegal
sexual acts) and explicit content; (ii) material that promotes violence,
discrimination based on race, sex, religion, nationality, disability, sexual
orientation, age or any illegal activities; (iii) material that is
defamatory, libellous, unlawful or otherwise objectionable; (iv) content that
infringes or allegedly infringes the Intellectual Property Rights of any Ivy Affiliates
Group Company, its licensors or any third party; and/or (v) viruses, trojans,
worms, logic bombs or other material which is malicious or technologically
“Prohibited Terms” means the domain names, trademarks and other terms set out at Schedule
5 together with any brand name, game name or other trade mark or service mark
(whether registered or not) that may from time to time vest in any of the Ivy
Affiliates Group Companies or their licensors (other than the Brand Marks).
“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.
“Referral Commission” has the meaning set out in clause 4.2.
the meaning set out in clause 3.1.
the meaning set out in clause 4.2.
the term of this Agreement, which commences on the Commencement Date and
continues until this Agreement is terminated in accordance with its terms.
“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.
“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.
when the Affiliate (or a Group Company of the Affiliate):
is denied or disqualified from eligibility for
any Gaming Approval or determined by a Gaming Authority to be unsuitable to
be affiliated, associated or connected with any entity that holds a Gaming
has an affiliation, association, connection or
relationship with a third party which causes any Ivy Affiliates Group Company
to lose or have suspended, revoked, not renewed or denied, or be threatened
by any Gaming Authority with the loss, suspension, revocation, non-renewal or
denial of, a Gaming Approval;
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
commits any breach of clause 15 or acts in a
manner which is inconsistent with any Gaming Approval or any requirements,
standards, instructions or conditions of any Gaming Authority,
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.
“Valid Click” means
a click on a Link on an Affiliate Website that results in any Brand Website
being viewable to the relevant end user, as recorded by Ivy Affiliates´
“WhiteZip Group” means WhiteZip Limited and each of its Group Companies from time
(i) any sums paid to Players by way of cash prizes that such Players have won
when playing Ivy Affiliates Games; and (ii) contributions booked in
accordance with generally accepted accounting principles towards a
progressive jackpot or similar product (irrespective of when such jackpot is
actually paid out). It is acknowledged that the cost of progressive jackpots
and similar products is spread across all affiliates.
2.2. In this Agreement (except where the context
2.2.1. any reference to a “subsidiary” or
“holding company” is to be construed in accordance with section 1159 of the
Companies Act 2006;
2.2.2. 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;
2.2.3. 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);
2.2.4. 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;
2.2.5. 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;
2.2.6. words denoting the singular shall include
the plural and vice versa and words denoting any gender shall include all
2.2.7. any reference to recitals, clauses,
paragraphs or schedules is to recitals, clauses or paragraphs of or schedules
to this Agreement;
2.2.8. 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);
2.2.9. 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;
2.2.10. 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
2.2.11. the clause headings are included for
convenience only and shall not affect the interpretation of this Agreement;
2.2.12. 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.
2.3. 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.
3.1. From the Commencement Date, the Affiliate
3.1.1. subject to clause 5.5, post Links to the
Brand Websites on the Affiliate Website; and
3.1.2. otherwise promote the Brand Websites,
subject to and in accordance with the terms of this Agreement,
3.2. 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. The Affiliate
shall not: (i) use any hyperlink other than the Links in linking to the Brand
Websites; (ii) disseminate any promotional material or marketing
communications other than the Promotional Content; or (iii) disseminate the
Promotional Content by any other method than as directed by Ivy Affiliates.
3.3. If Ivy Affiliates requests any change to the
Affiliate´s use and positioning of the Links and/or Promotional Content from
time to time, the Affiliate shall promptly comply with such request.
3.4. The Affiliate shall only place the Links on
Affiliate Websites that have been approved by Ivy Affiliates in writing.
3.5. On Ivy Affiliates´ request, the Affiliate
shall promptly provide to Ivy Affiliates such information as Ivy Affiliates
may reasonably request to enable Ivy Affiliates to monitor the Affiliate´s
compliance with this Agreement.
4.1. 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:
4.1.1. the Affiliate Revenue Share; or
4.1.2. the Cost Per Acquisition; or
4.1.3. the Affiliate Revenue Share and the Cost
if the parties have not agreed such payments as
part of the application process or otherwise then Ivy Affiliates will pay to
the Affiliate the relevant Commission Structure; and
4.1.4. if applicable, Referral Commission,
4.2. The Affiliate may promote the Affiliate
Program to other potential affiliates by posting on the Affiliate´s Website a
hyperlink made available by Ivy Affiliates for such purpose. If any person
applies to join the Affiliate Program directly via any such hyperlink (as
recorded by Ivy Affiliates´ systems) and such person is accepted as an
affiliate by Ivy Affiliates (a “Sub-Affiliate”), Ivy Affiliates will pay to
the Affiliate an amount equal to 2% of the commission paid by Ivy Affiliates
to such Sub-Affiliate (excluding any commission paid to such Sub-Affiliate in
respect of any sub-affiliates successfully referred to the Affiliate Program
by such Sub-Affiliate) pursuant to Ivy Affiliates´ agreement with such
Sub-Affiliate (the “Referral Commission”).
4.3. If the Affiliate has a negative monthly
balance in respect of Commission payable by Ivy Affiliates, the Affiliate’s
monthly balance is automatically reset to £0 at the beginning of each
calendar month, to ensure that no negative balances are carried forward –
this term only applies to affiliates promoting our brands on a straight
revenue share deal.
4.3.1 No negative carry over only applies to
revenue share deals – hybrid deals (CPA + Rev Share or Flat + Revenue Share)
do not apply.
4.4. Ivy Affiliates will provide the Affiliate
with a statement setting out, in relation to each calendar month, Commission
per Brand Website payable by Ivy Affiliates to the Affiliate in accordance
with this Agreement.
4.5. On or before the 15th of each calendar
month, Ivy Affiliates will pay the Commission due to the Affiliate in respect
of the previous calendar month based upon the statement provided by Ivy
Affiliates in accordance with clause 4.4.
4.6. 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:
4.6.1. Bacs – £250;
4.6.2. Electronic Transfer – £500; and
4.6.3. Neteller/Skrill/Paypal – £50.
4.7 Ivy Affiliates may review the balance of the
Commission due to each Affiliate every six (6) months during the Term
(starting on or around the Commencement Date) (each, a “Review Date”). If at
any Review Date the balance of the Affiliate´s account has not reached or
exceeded £5, any Commission due to such Affiliate shall, at Ivy Affiliates´
election, be declared void and the balance of its account in relation to any
Commission owed shall be reset to £0.
4.8. Interest shall be due for late payment on
any overdue amount until the date of actual payment, calculated at a rate of
two per cent (2%) per annum above the base rate for the time being of
Barclays Bank plc.
4.9. If an Affiliate provides incorrect bank
details and a payment is unsuccessful and returned to Ivy Affiliates by its
bank payment processor, Ivy Affiliates will investigate and notify the
Affiliate and request corrected bank account details. Such unsuccessful
payments will only be credited to the Affiliate´s corrected account details
once Ivy Affiliates has been notified by its payment processor that the
payment has been successfully retrieved. The Affiliate will have the bank
charges associated with any such error deducted from its Commission.
4.10. Ivy Affiliates reserves the right to
withhold payment of the Commission to an Affiliate if: (i) it believes or
suspects that any transaction or other activity relating to any Link, the Ivy
Affiliates Website, the Affiliate Website or any Brand Website is suspicious,
fraudulent and/or involves or may involve financial crime or similar
activity; or (ii) there is a breach or suspected breach of clause 15 by the
Affiliate. In such event, Ivy Affiliates reserves the right to retain any revenues
relating to that transaction or activity and any other revenues relating to
4.11 The Affiliate will only qualify for
commission if their referred players deposit within a 30 day window. All
payments outside of this timeframe will be considered late conversions and
will not be incurred by Ivy Affiliates
5.1 In any given month, if a Customer generates a
negative net revenue of at least £5,000 he/she will be deemed to be, for the
purposes of this section, a 'High-Roller'.
5.2 If the aggregate Net Revenue for the
Affiliate, in that month, for a Merchant Brand is negative £1,250 or greater,
then the High-Roller policy as set out hereunder, will apply:
5.3 The negative Net Revenue generated by the
High-Roller will be carried forward and offset against future Net Revenue
generated by that High-Roller;
5.4 The negative balance carried forward cannot
be set-off against other Customer's Net Revenue;
5.5 The negative balance carried forward cannot be
greater than the total aggregate negative Net Revenue for the Affiliate, for
5.6 The negative balance of a High-Roller will be
reduced by future positive Net Revenue that they generate in subsequent
5.7 A negative balance will not be increased by
future negative Net Revenue unless the High-Roller meets the qualifying
criteria in subsequent months.
6.1. The Affiliate shall provide the Services in
accordance with Good Industry Practice.
6.2. The Affiliate shall meet and maintain all
Player registration requirements relating to the Brand Websites (including
that the Affiliate must be at least 18 years of age to register as a Player
of the Brand Websites).
6.3. The Affiliate shall not provide the
information of another person with the intention of impersonating that person
or deceiving Ivy Affiliates or other affiliates as to its true identity.
6.4. The Affiliate shall refrain from marketing
the Affiliate Website in any way that might compete with Ivy Affiliates
and/or its licensors´ own marketing efforts, unless the Affiliate has
received prior written approval from Ivy Affiliates in such regard. Without
limiting the generality of the foregoing the Affiliate shall not drive
pay-per-click traffic to the Ivy Affiliates Website, any Brand Website, the
Affiliate Website or any other website, including via any search engine,
directory or online database, by bidding on search terms, key words or other
identifiers that consist of, include or are confusingly similar to (i) any of
the Brand Marks; and/or (ii) any of the Prohibited Terms.
6.5. The Affiliate shall not use misleading Links
or Promotional Content or cause any Links to open in an end user´s browser
other than as a result of the end user making a Valid Click.
6.6. The Affiliate shall not:
6.6.1. apply for, or obtain, registration of any
of the Brand Marks or Prohibited Terms for any goods and services anywhere in
6.6.2. apply for, or obtain, registration of any
trademark or service mark anywhere in the world which consists of, includes,
or is confusingly similar to the Brand Marks or Prohibited Terms or any of
6.6.3. apply for, or obtain, registration of any
domain name or sub-domain anywhere in the world which consists of, includes,
or is confusingly similar to the Brand Marks or Prohibited Terms or any of
6.7. The Affiliate shall, immediately upon Ivy
Affiliates´ request and in accordance with Ivy Affiliates´ instructions,
assign and/or transfer to Ivy Affiliates (and/or its licensors), or delete
(in Ivy Affiliates´ and/or its licensors´ sole discretion), any trade mark,
service mark, domain name and or sub-domain registration or application
obtained and/or registered and/or applied for in breach of clause 5.6. This
obligation shall apply irrespective of whether such 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:
6.7.1. Ivy Affiliates may, in its sole
discretion, withhold all Commission payments that may be due to the
6.7.2. the Affiliate shall not allow the
trademark, service mark, domain name and/or sub-domain registration or
application to lapse.
6.8. Except as expressly set out in this
Agreement, the Affiliate shall not use in its business (including as, or as
part of, its corporate or trading name or logo), or on or in relation to the
Affiliate Website, any trade mark or service mark which consists of, includes
or is confusingly similar to any of the Brand Marks or Prohibited Terms.
6.9. The Affiliate shall not copy and shall
otherwise ensure that the Affiliate Website does not have the look and feel
of, the whole or any part of any of the Brand Websites.
6.10. The Affiliate shall not use any promotional
content or hyperlinks of any kind (other than Promotional Content or Links)
in relation to a Brand Website or the Ivy Affiliates Website.
6.11. The Affiliate shall not place Links or
Promotional Content in newsgroups or unsolicited email.
6.12. If the Affiliate emails its opt-in email
lists in relation to a Brand Website as permitted by clause 12.1.2, the
6.12.1. clearly display an unsubscribe feature at
the bottom of the email (clearly detailing methods of unsubscribing from the
6.12.2. clearly include the header of the
applicable Brand Website in the email (incorporating the relevant Brand
6.12.3. not send any promotional offers relating
to the Ivy Affiliates Website or the Brand Websites to recipients under the
age of 18;
6.12.4. 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;
6.12.5. comply with all applicable Data
Protection Laws and any other guidance issued by such regulator(s) relating
to email communications.
6.13. If any form of spam is sent (or alleged to
have been sent) by or on behalf of an Affiliate, Ivy Affiliates may, at its
sole discretion, terminate this Agreement (and all other agreements with such
Affiliate) immediately on written notice to the Affiliate and withhold all
funds then due. Ivy Affiliates (or any Ivy Affiliates Group Company) may
incur expenses in dealing with complaints and other issues arising from any
spam generated mail sent by or on behalf of the Affiliate and these expenses
may, at Ivy Affiliates´ sole discretion, be deducted from the Commission from
time to time. Should these expenses not be covered by the Commission, the Affiliate
hereby agrees to indemnify and hold harmless Ivy Affiliates and all Ivy
Affiliates Group Companies from and against all losses, damages, costs,
expenses, liabilities and claims (including reasonable legal expenses)
incurred by or awarded against Ivy Affiliates or any Ivy Affiliates Group
Company due to or in connection with any breach by the Affiliate of this
6.14 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.
7.1. The Affiliate shall be responsible for
maintaining the confidentiality of its email, password and all usage and
activity on its Ivy Affiliates account, including use of such account by a
third party authorised by the Affiliate to use its account.
7.2. The Affiliate shall notify Ivy Affiliates by
email at contactus@IvyAffiliates.com of any known or suspected unauthorised
uses of its account, or any known or suspected breach of security, including
loss, theft or unauthorised disclosure of its email and/or password.
7.3. The Affiliate agrees that Ivy Affiliates may
rely on any data, notice, instruction or request furnished to it by the
Affiliate or by a person reasonably believed by Ivy Affiliates to be
authorised to act on the Affiliate´s behalf.
7.4. Affiliate Websites that comprise cashback
and/or incentive websites are allowed to participate in the Affiliate Program
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 Program
so that Ivy Affiliates can evaluate such operators´ possible participation
and approve or reject such application accordingly in Ivy Affiliates’ sole
7.5 Affiliate can only possess both an affiliate
and a player account as long as the player account is separated from their
PROTECTION AND MARKETING
8.1 For the purposes of this agreement the
terms controller, data subject, personal data, process (and
its cognate terms) and processor shall have the meaning
given to them in GDPR.
8.2 You acknowledge and agree that you are a
controller in respect of: (i) Potential Player Personal Data; and (ii) Player
Personal Data only to the extent that such Player was originally a potential
Player converted into a Player directly by you (Potential Player Personal
Data and Player Personal Data to which you are a controller shall be referred
to herein as "Affiliate Personal Data"). You
acknowledge and agree that we shall be a controller in respect of Player
Personal Data to the extent that it relates to providing services to Players
and any marketing undertaking directly by us or our appointed third parties.
8.3 In the event of duplication of data subjects'
personal data between Affiliate Personal Data and Player Personal Data, we
both acknowledge and agree that we shall be acting as controllers in common and
not joint controllers in respect of the independent processing of such data
subjects' personal data. Furthermore, you acknowledge and agree that any
direct marketing that you send out to Affiliate Personal Data pursuant to
this Agreement and the consents related to the same shall be independent of,
and governed separately from, any marketing consents that we may have in
respect of Players and our own marketing of our own services.
8.4 You shall at all times comply with the Data
Protection Legislation including, without limitation, ensuring that Affiliate
Personal Data: (i) is collected fairly, lawfully and transparently; (ii)
processed in accordance a lawful condition as set out in the GDPR; and (iii)
is protected from loss, theft, accidental destruction or unauthorised access
by implementing appropriate technical and organisation measures in respect of
such personal data.
8.5 You warrant that all direct marketing sent to
Affiliate Personal Data shall only be done so where such individuals have
given valid consent to receive such marketing communication as required by
the Data Protection Legislation. Valid consent shall include data
subjects’ opt-in to such marketing and data subjects’ being informed that
they shall receive marketing relating to our Sites (identified either
specifically or, at the least, by its industry).
8.6 You 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.
8.7 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.
8.8 You shall notify us immediately in the event
that you breach (or suspect that you have breached) any of the warranties in
this clause 4.
8.9 Without prejudice to the warranties given in
this clause 8, you shall not send any direct marketing to any Affiliate Personal
Data where you have received instructions from us not to send direct
marketing. You shall comply with any instruction to not send direct
marketing as soon as practicable and in any event within no less than 48
hours from receipt of the instruction.
8.10 You shall notify us immediately in the event
that any Affiliate Personal Data makes a complaint to you, or where any
competent data protection regulator contacts you, in respect of direct
marketing or your processing of such personal data.
8.11 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.
8.12 We may, from time to time, request that you
provide evidence of your compliance with this clause 8 and you shall provide
such evidence within five (5) days of receipt of such request.
8.13 You shall ensure that all processors acting
on your behalf pursuant to this Agreement are bound by contractual terms no
less onerous than the standards prescribed by the Data Protection
8.14 You shall provide us with all such
assistance as necessary in respect of data breaches, claims and requests for
information made against us in respect of any communications sent by you
pursuant to this Agreement, in particular, any investigations made by a
competent data protection regulator.
8.15 You shall ensure that any communications
sent by you or any of your processors are duly tagged to allow tracking in
the event that they are forwarded to us as part of a complaint.
9.1. Each party represents and warrants to the
other that it has and will retain throughout the Term all right, title and
authority to enter into this Agreement, to grant to the other party the
rights and licences granted in this Agreement and to perform all of its
obligations under this Agreement.
9.2. Affiliate warrants, represents and
undertakes (as applicable) on a continuing basis that:
9.2.1. the Affiliate Website, any content
thereon, and any domain name or sub-domain associated with the Affiliate
188.8.131.52. is not aimed at children;
184.108.40.206. does not contain any Prohibited Material
or (other than as permitted by this Agreement) any Brand Mark or Prohibited
220.127.116.11. does not infringe the rights (including
the Intellectual Property Rights) of any third party; and
18.104.22.168. is solely owned and/or controlled by the
9.2.2. it will comply at all times with any and
all applicable Brand Guidelines;
9.2.3. it has obtained and will maintain all
necessary registrations, authorisations, consents and licences to enable it
to fulfil its obligations under this Agreement;
9.2.4. it will not make any application to
register any trade or service mark, business name, company name, domain name
or sub-domain which consists of, includes or is confusingly similar to any
Brand Mark or Prohibited Term;
9.2.5. it will perform its obligations under this
Agreement in accordance with Good Industry Practice;
9.2.6. it will not make, and shall procure that
none of its employees make, any defamatory or derogatory statements about, or
take part in any activities which are or might reasonably be perceived to be
derogatory of or detrimental to the reputation of any of the Brand Websites,
Ivy Affiliates or any Ivy Affiliates Group Company;
9.2.7. it will comply with all Applicable Laws,
including Data Protection Laws;
9.2.8. it has not violated any Applicable Laws,
including laws relating to gaming in the U.S., prior to the date of this
9.2.9. it will not intercept or complete any
registration form submitted by Players or potential Players to Ivy Affiliates
(and/or any other communications between any such persons and Ivy
9.2.10. it will not intercept, redirect or
otherwise interfere with traffic from the website of any other Ivy Affiliates
9.2.11. all information it submits to Ivy
Affiliates on the application form and in all other communications between
the parties is complete and accurate.
9.3. The Ivy Affiliates Website, Brand Marks,
Links, Promotional Content and the Brand Websites are provided on an “as is”
and “as available” basis, without warranties of any kind, either express or
implied, including implied warranties of the ability and fitness for a
particular purpose of the Ivy Affiliates Website, the Promotional Content or
the Brand Websites, unless such warranties are legally incapable of
exclusion. Ivy Affiliates does not guarantee that: (i) the Ivy Affiliates
Website or the Brand Websites will be uninterrupted or error-free; (ii) that
defects on or in the Ivy Affiliates Website or the Brand Websites will be
corrected; (iii) there are no viruses or other harmful components on or in
the Ivy Affiliates Website or the Brand Websites; (iv) the security methods
employed on or in the Ivy Affiliates Website or the Brand Websites will be
sufficient; (v) any content on the Ivy Affiliates Website or the Brand
Websites is correct, accurate, or reliable; or (vi) the Ivy Affiliates
Website, Brand Marks, Links, Promotional Content and the Brand Websites will
not infringe the Intellectual Property Rights of any third party.
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:
10.1.1. any breach by the Affiliate of any of the
warranties set out in clause 9 (Warranties);
10.1.2. any breach by the Affiliate of clauses
6.1 to 6.12 (inclusive) (Affiliate Obligations), clause 12 (Grant of Rights)
or clause 15 (Regulatory Matters);
10.1.3 any act or omission of the Affiliate that
causes any of the Indemnified Parties to be in breach of Applicable Law or
the terms of any Gaming Approval; or
10.1.4. 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 this 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
11.1.3. 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 pursuant to clause 4.
12.1. 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:
12.1.1. making the Links available on the
Affiliate Website for the purpose of performing the Services; and
12.1.2. 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
12.2. If and to the extent that any Links and/or
Promotional Content are created by or on behalf of the Affiliate, the
Affiliate hereby irrevocably and unconditionally assigns to Ivy Affiliates
with full title guarantee all right, title and interest (including
Intellectual Property Rights) worldwide in perpetuity in and to such Links
and/or Promotional Content without restriction. The Affiliate waives all
“moral rights” under the Copyright Designs and Patents Act 1988 in such Links
and/or Promotional Content (and all similar or equivalent rights in any
jurisdiction), and hereby grants to Ivy Affiliates all the consents required
by Ivy Affiliates to exploit such Links and Promotional Content, without
limitation so far as possible in perpetuity for any purpose. The Affiliate
shall only use such Links and Promotional Content for the purpose of
fulfilling its obligations hereunder and shall only do so with Ivy Affiliates
prior written consent.
12.3. 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).
12.4. The Affiliate acknowledges and agrees that,
other than in accordance with the licences granted to it pursuant to this
12.4.1. it neither has nor obtains any right,
title or interest in or to the Brand Marks or Intellectual Property Rights of
Ivy Affiliates or its licensors (including any such right, title or interest
as may exist in the Ivy Affiliates Website, the Brand Websites, the
Prohibited Terms, the Brand Marks, the Links, the Promotional Content and any
Player Data); and
12.4.2. all right, title and interest (including
goodwill) arising from the Affiliate´s use of the Brand Marks and any
Intellectual Property Rights belonging to Ivy Affiliates or its licensors
will vest in and/or accrue to Ivy Affiliates or its licensors (as
applicable). The Affiliate agrees to enter into a confirmatory assignment of
any such right, title, interest and/or goodwill, if requested by Ivy
Affiliates or its licensors.
12.5. 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
12.6. Ivy Affiliates and/or its licensors shall,
in their absolute discretion, decide what action to take (if any) in respect
of any infringement of the Brand Marks or any Intellectual Property Rights
that may from time to time be vested in any Ivy Affiliates Group Company
and/or their licensors. Ivy Affiliates and/or its licensors shall have
exclusive control over, and conduct of, all claims and proceedings arising
out of or in connection with such Brand Marks and other Intellectual Property
Rights, and shall be entitled to retain all sums recovered in any action for
their own account. The Affiliate shall not make any admissions other than to
Ivy Affiliates and/or its licensors and shall provide Ivy Affiliates and/or
its licensors with all assistance that they may reasonably require in the
conduct of any claims or proceedings.
12.7. The provisions of section 30 of the Trade
Marks Act 1994 (and any similar or equivalent legislation in any
jurisdiction) are expressly excluded.
12.8. 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:
12.8.1. modify any of the Brand Marks or Brand
12.8.2. discontinue, withdraw, terminate or cease
using any of the Brand Marks or Brand Websites included in the Affiliate
Program. In such event this Agreement shall automatically terminate in
relation to the relevant Brand Mark(s) and/or Brand Website(s).
12.9. The Affiliate agrees to promptly do and/or
procure the doing of all things and to sign and execute and/or procure the
signing and execution of all such documents and deeds as may be required in
order to perfect and protect or enforce any of the Brand Marks, Brand
Websites or Intellectual Property Rights of Ivy Affiliates, any Ivy
Affiliates Group Company and/or their licensors, and to ensure that all
right, title and interest (including Intellectual Property Rights) that may
in this Agreement be expressed to vest in Ivy Affiliates or any Ivy
Affiliates Group Company and/or their licensors shall so vest.
13.1. Subject to clauses 13.2, each party
undertakes that it will not at any time hereafter use, divulge or communicate
to any person (except to its professional representatives or advisers and any
employees, agents or subcontractors who need to know such information for the
performance of this Agreement and provided that such party shall inform each
of them of, and procure their compliance with the terms of this clause 13),
the terms of this Agreement or any Confidential Information concerning the
other party or any Group Company of such other party which may have or may in
the future come to its knowledge. Neither party shall use any such
Confidential Information except for the performance of this Agreement.
13.2. The obligation of confidentiality contained
in clause 13.1 shall not apply or (as the case may be) shall cease to apply
to Confidential Information which:
13.2.1. at the time of its disclosure by the
disclosing party is already in the public domain, or which subsequently
enters the public domain, other than by breach of this Agreement by the
13.2.2. 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;
13.2.3. is at any time after the Commencement
Date acquired by the receiving party from a third party having the right to
disclose the same to the receiving party without breach of obligation owed by
that third party to the disclosing party;
13.2.4. 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;
13.2.5. is independently developed by the
receiving party without reference to the Confidential Information of the
disclosing party; or
13.2.6. the disclosing party informs the
receiving party in writing is not Confidential Information.
13.3. 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.
13.4. Neither party shall make any public
announcements with respect to any aspect of this Agreement or its
relationship with the other party without the prior written approval of the
other party for each announcement.
14. TERM AND
14.1. This Agreement shall commence on the
Commencement Date and remain in effect until terminated in accordance with
the terms of this Agreement.
14.2. The Affiliate may terminate this Agreement
with respect to any Brand Website, for any reason upon 7 days´ prior written
notice to Ivy Affiliates.
14.3. 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:
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;
if the Affiliate sends or causes to be sent (or
is alleged to have sent) any form of spam.
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.
If the affiliate has otherwise acted in a manner
which is inconsistent with the licensing objectives and/or any Applicable
14.4. If Ivy Affiliates serves notice to
terminates this Agreement in accordance with its terms, Ivy Affiliates shall
be entitled to terminate (in such notice or in a separate notice) any or all other
agreements that it has with the Affiliate at the time of termination of this
14.5. 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
14.6. 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.
14.7. 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
Links; (iii) all relevant rights and licenses given to the Affiliate in this
Agreement shall immediately terminate; and (iv) (within 5 days of termination
of this Agreement in its entirety, the Affiliate must immediately return to
Ivy Affiliates or (in Ivy Affiliates´ sole discretion) destroy or permanently
delete all the property in the Affiliate´s possession or under its control
that either (i) belongs to Ivy Affiliates, and Ivy Affiliates Group Company
and/or any of their licensors; and/or (ii) contains any Confidential
Information of Ivy Affiliates or any Ivy Affiliates Group Company.
14.8. If Ivy Affiliates terminates this Agreement
or any part of it, Ivy Affiliates retains the right to withhold Commission
otherwise payable to the Affiliate in respect of the month in which such
termination occurs and which relates to that portion of the Agreement that
has been terminated.
14.9. 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.
14.10. If Ivy Affiliates continues to permit
Players who have clicked on Links to register with the relevant Brand Website
after termination, this will not constitute a continuation or renewal of this
Agreement or a waiver of termination.
14.11. The following clauses of this Agreement
shall survive termination of this Agreement: 7, 9, 10, 11.2, 11.4, 11.5, 12,
14.7, 14.8, 14.9, 14.10, 14.11, 15, 16, 17 and 18, and any other clauses, the
survival of which is necessary for the interpretation or enforcement of this
15. REGULATORY MATTERS
15.1. 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 13 of this Agreement.
15.2. Any Ivy Affiliates Group Company shall be
entitled to terminate this Agreement immediately on notice to the Affiliate
if, in such party’s reasonable opinion, the Affiliate is in breach of any
relevant advertising law, regulation or code of practice (including the UK
Code of Non-broadcast, Advertising, Sales Promotion and Direct Marketing and
the Gambling Industry Code for Socially Responsible Advertising, if
applicable) and/or the Brand Guidelines.
15.3. 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.
15.4. It is acknowledged that the Ivy Affiliates
Group Companies conduct business in a highly regulated industry under Gaming
Approvals issued by Gaming Authorities. In order to ensure compliance with
the requirements of Gaming Authorities and to ensure that the Ivy Affiliates
Group Companies are able to maintain such Gaming Approvals, the Ivy
Affiliates Group Companies may evaluate the suitability of entities with
which they does business from time to time. If any Ivy Affiliates Group
Company, acting in good faith and in accordance with industry practice,
determines the Affiliate to be Unsuitable (a “Determination”), such Ivy
Affiliates Group Company may terminate this Agreement immediately by giving
written notice to the Affiliate and withhold any monies then due to the
15.5. 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:
15.5.1. 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);
15.5.2. 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
15.5.3. notify Ivy Affiliates and White Hat
Gaming immediately if it becomes aware that, or has reason to believe that,
it has breached its obligations under this clause 15.5.
16.1. Nothing in this Agreement is intended to or
shall operate to create a partnership or joint venture of any kind between
the parties, or to authorise any party to act as agent for any other, or
create an employee-employer relationship, and no party shall have authority
to act in the name or on behalf of or otherwise to bind any other in any way
or to hold itself out in its advertising or otherwise in any manner which
would indicate or imply any such relationship with the other unless expressly
provided otherwise in this Agreement.
16.2. 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.
16.3. In no event will any delay, failure or
omission (in whole or in part) in enforcing, exercising or pursuing any
right, power, privilege, claim or remedy conferred by or arising under this
Agreement or by law, be deemed to be or construed as a waiver of that or any
other right, power, privilege, claim or remedy in respect of the
circumstances in question, or operate so as to bar the enforcement of that,
or any other right, power, privilege, claim or remedy, in any other instance
at any time or times subsequently.
16.4. Except insofar as this Agreement expressly
provides that a third party may in his own right enforce a term of this
Agreement, a person who is not a party to this Agreement has no right under
the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any
term of this Agreement but this does not affect any right or remedy of a
third party which exists or is available apart from that Act. For the
avoidance of doubt, White Hat Gaming and any of its Group Companies may rely
on and directly enforce any rights provided to such entities under this
Agreement against the Affiliate (or any of its Group Companies), which
includes, but is not limited to those rights set out in clauses 6.13, 7, 9,
11.5, 12, 14.7 and 15.
16.5. Notwithstanding the covenants for title
made in clause 12.2, the Affiliate shall at the cost and expense of Ivy
Affiliates execute or cause to be executed all such other documents and do or
cause to be done all such further acts and things consistent with the terms
of this Agreement as Ivy Affiliates may from time to time reasonably require
in order to vest in and secure to Ivy Affiliates and its successors in title
the full benefit of the assets, rights and benefits to be transferred or
granted to Ivy Affiliates under this Agreement and for the protection and
enforcement of the same and otherwise to give full effect to the terms of
16.6. 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
16.7. Save as set out in clause 16.8, neither
party shall without the prior written consent of the other party (such
consent not to be unreasonably withheld, conditioned or delayed) assign at
law or in equity (including by way of a charge or declaration of trust),
sub-license or deal in any other manner with this Agreement or any rights
under this Agreement, or sub-contract any or all of its obligations under it
or purport to do any of the same. Any purported assignment in breach of this
clause shall confer no rights on the purported assignee.
16.8. 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
16.9. If any provision of this Agreement shall be
found by any court or administrative body of competent jurisdiction to be
invalid or unenforceable, such invalidity or unenforceability shall not
affect the other provisions of this Agreement which shall remain in full
force and effect. If any provision of this Agreement is so found to be
invalid or unenforceable but would be valid or enforceable if some part of
the provision were deleted, the provision in question shall apply with such
modification(s) as may be necessary to make it valid.
16.10. This Agreement is for commercial use only,
and neither the Affiliate nor its employees, or their family members, friends
or associates may make purchases, directly or indirectly, through the Links
for its or their own personal use or to fraudulently increase the Commission
or for other fraudulent purposes.
16.11. 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.
16.12. 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 Program 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.
16.13. 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 Program 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.
LAW AND JURISDICTION
17.1. 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.
17.2. 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.
We cannot open accounts, or process bets or
financial transactions, for individuals residing in: Afghanistan,
Albania, Algeria, American Samoa, Angola, Australia, Bahamas, Belgium,
Bolivia, Botswana, Bulgaria, Cambodia, Cuba, Denmark, Ecuador, Estonia, Ethiopia,
France, Ghana, Guam, Guyana, Hungary, Indonesia, Iran, Iraq, Israel, Italy,
Kenya, Lao Peoples Democratic Republic, Latvia, Lithuania, Martinique,
Myanmar, Nigeria, North Korea, Northern Mariana Islands, Pakistan, Palestine,
State of, Panama, Papua New Guinea, Poland, Portugal, Réunion, Romania,
Russia, Sao Tome and Principe, Serbia, Singapore, Slovakia, Slovenia, South
Africa, Spain, Sri Lanka, Sudan, Syria, Tanzania, Thailand, Trinidad and
Tobago, Tunisia, Turkey, Uganda, Ukraine, United States, United States Minor
Outlying Islands, Vanuatu, Vietnam, Virgin Islands (U.S.), Yemen, Zimbabwe.
We reserve the right to amend the list of countries from which it will not
open accounts, or process bets or financial transactions from time to time at
its sole discretion. If you open or use the Website while residing in a
Restricted Jurisdiction: your account may be closed by us immediately; any
winnings and bonuses will be confiscated and remaining balance returned
(subject to reasonable charges), and any returns, winnings or bonuses which
you have gained or accrued will be forfeited by you and may be reclaimed by
us; and you will return to us on demand any such funds which have been
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.
SCHEDULE 1: BRAND WEBSITES
SCHEDULE 2: AFFILIATE COMMISSION STRUCTURES
An Affiliate will earn Commission based on the
1. For the first six month and as a "Welcome Package"
the Affiliate will be entitled to 50% Commission on the Net Revenue;
2. After the first six
FTDs Revenue %
1 > 10 New Players 30%
11 > 25 New Players 35%
26 > 40 New Players 40%
41+ New Players 50%
SCHEDULE 3: MINIMUM DEPOSIT AND WAGERING
Brand Website Minimum Deposit Minimum Wager