TERMS AND CONDITIONS – 24th May 2018

 

NETPLAY TV AFFILIATE AGREEMENT BETWEEN

 

(1)     Betsson Services Limited, a company registered in Malta with number C44114 and whose registered office is at Betsson Experience Centre, Ta’ Xbiex Seafront, Ta’ Xbiex XBX 1027, Malta (“BSL”), and


(2)
     The Affiliate.

 

INTRODUCTION

 

(A)    BSL is a subsidiary of Betsson AB and aims to promote remote gaming products and services carried out by the Associated Companies;

(B)    The Affiliate is a provider of Internet marketing and promotional services, commonly known as ‘Affiliate Marketing’;

(C)    BSL wishes to engage the services of the Affiliate for the purpose of promoting Netplay TV brands.

 

IT IS ACCORDINGLY AGREED AS FOLLOWS:

 

1.     DEFINITIONS

 

 

1.1.       'Affiliate Account’ means the unique administrative account accepted and registered by BSL on the NetPlay TV Affiliate System;

1.2.       'Affiliate Agreement’ means the legally binding Agreement between the Affiliate and BSL that is concluded upon processing and acceptance by BSL of an application to become an Affiliate;

1.3.       ‘Associated Company’ means any entity from time to time directly or indirectly controlled by Betsson AB, its successors or assignees;

1.4.       ‘Commission Scheme’ means the BSL remuneration scheme among those offered by BSL according to which the Affiliate has agreed to have Referral Commission calculated, full details of which are posted on the NetPlay TV Affiliate website;

1.5.       ‘Creatives’ includes, but is not limited to, textual and / or graphical devices to be used for the promotion of NetPlay TV brands;

1.6.       ‘Intellectual Property’ means all intellectual property rights, including patents, supplementary protection certificates, petty patents, utility models, trademarks, database rights, rights in designs, copyrights (including rights in computer software) and topography rights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions or revivals of the same;

1.7.       ‘Net Gaming Revenue’ on casino activity over a given period means the aggregate value of Referred Players’ opening balances for the period and funds transferred in, less:

1.7.1.  voids;

1.7.2.  returns;

1.7.3.  bonuses;

1.7.4.  funds transferred out;

1.7.5.  closing balances;

1.7.6.  credits made to Referred Players;

1.7.7.  licensing fees;

1.7.8.  charge-backs;

1.7.9.  bad debts; 

1.7.10.fraud; and

1.7.11 UK Remote Gaming Duty of 15% (UK customers only), apply from 1st December 2014.

 


1.8.       ‘NetPlay TV Affiliate System’ means the web-based resource through which Affiliates can access Creatives and statistical information;

1.9.    ‘Referral Commission’ means the commission paid or payable to the Affiliate under this Agreement and calculated in accordance with the applicable Commission Scheme;

1.10.    ‘Referred Players’ means users who have registered on a NetPlay TV website after following a Tracking Link, have deposited funds and who have wagered;

1.11.    ‘Referred Player Tracking System’ means the software used by BSL to track player deposit, withdrawal and gameplay activity;

1.12.    ‘Tracking Links’ means hypertext tracking links provided by BSL that have been provided by BSL to the Affiliate and used by the Affiliate in order to promote NetPlay TV brands.

1.13.   ‘Verified Referred Player’ means a Referred Player who has passed all verification checks as detailed within the Terms and Conditions for all BSL sites (Section 4 & 5), i.e.: a Player who has passed all age and ID verification procedures necessary.

 

2.     PURPOSE AND NATURE OF THE AGREEMENT

 

2.1.       Site promotion

2.1.1.  Under this Agreement, BSL will provide Creatives to the Affiliate to be used for the promotion and marketing of NetPlay TV brands.

2.2.       Consideration

2.2.1.  In consideration of this promotion and marketing, BSL will pay a Referral Commission based on either Verified Referred Players’ Net Gaming Revenue generated from players referred by the Affiliate or the number of Verified Referred Players who have followed a BSL Tracking Link provided to the Affiliate under this Agreement.

2.3.       No Partnership

2.3.1.  This Agreement does not create any legal partnership, relationship of agency, or any other legal joint venture between BSL and the Affiliate, and the Affiliate is responsible for its own site, may not make any representations on behalf of BSL, nor enter in to any obligations on BSL’s behalf.

2.4.       Non Exclusivity

2.4.1.  Nothing in this Agreement shall preclude the conclusion of similar Affiliate Agreements by either Party, nor the solicitation by BSL of customer referrals on terms that differ from those in this Agreement.

2.5.       Acceptance

2.5.1.  There is no Agreement between BSL and the Affiliate unless and until BSL’s accepts an application to become an affiliate, BSL retaining the absolute discretion to refuse or accept any application.

2.6.       Effective date

2.6.1.  BSL shall contact the Affiliate by email to communicate acceptance in the event that the application is accepted, from which point this Agreement is effective

2.7      For the purpose of the services to be delivered under this agreement, it is understood that the Affiliate shall not have access to any Personal Data of Netplay’s customers.

 

3.     BSL’S RIGHTS AND OBLIGATIONS

 

3.1.       Tracking

3.1.1.  BSL shall monitor and record the registration and activity levels of Verified Referred Players using its Verified Referred Player Tracking System. BSL shall make available a report of this activity to the Affiliate through the NetPlay TV Affiliate System.

3.1.2.  In the event of a discrepancy between the records contained in the NetPlay TV Affiliates tracking system and the reports issued through the Verified Referred Player Tracking System, the Verified Referred Player Tracking System shall determine the discrepancy.

3.2.       Payment of Referral Commission

3.2.1.  BSL shall pay a Referral Commission to Affiliates on the Activity of Verified Referred Players, in accordance with the Commission Scheme chosen by the Affiliate.  For clarity, non-verified Referred Players will NOT qualify for remuneration.

3.2.2.  The default Commission Scheme is that which is based on Referred Player Net Gaming Revenue, commonly known as ‘Revenue Sharing.’ If the Net Gaming Revenue is negative for the month i.e. the Affiliates Verified Referred Players win against NetPlayTV then no Referral Commission will be paid to the Affiliate that month. The negative Net Gaming Revenue will be carried forward to future months and offset against future positive Net Gaming Revenue until the overall balance is positive at which time Referral Commission shall be due to the Affiliate on this positive balance.

3.2.3.  The Affiliate may request Referral Commission based on the acquisition by BSL of Verified Referred Players, commonly known as ‘Cost Per Acquisition’ (“CPA”), provided this is requested in writing, and approval of which lies within the absolute discretion of BSL.

3.3.       Good Faith

3.3.1.  The Affiliate shall execute this agreement in good faith, and shall not benefit from traffic generated in a manner that is fraudulent, dishonest, abusive or disingenuous, whether or not this traffic is detrimental to BSL.

3.3.2.  The Affiliate is expressly prohibited from becoming a Verified Referred Player for the purposes of this Agreement.

3.4.       Provision of Creatives

3.4.1.  BSL shall provide Creatives for the Affiliate to discharge its marketing and promotional obligations under this Agreement.

      3.5     Personal Data

3.5.1   BSL shall use and process the following personal data of an Affiliate or any Affiliate employee in accordance with our Privacy Policy, as follows: your username for the purpose of logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing our business relationship.

 

4.     AFFILIATE’S RIGHTS AND OBLIGATIONS

 

4.1.       Promotion of NetPlay TV Sites

4.1.1.  The Affiliate will promote NetPlay TV brands by incorporating Tracking Links and Creatives within website, weblog, email, SMS and other content.

4.1.2.  The Affiliate shall use only the Tracking Links and Creatives that have been most recently posted by BSL on the NetPlay TV Affiliates website to promote and market NetPlay TV brands.

4.1.3.  All email and SMS campaigns must be approved by the BSL Compliance Team before being broadcasted. Any unauthorised email or SMS campaigns will result in all commission being forfeited by the affiliate for the entire month of the campaign broadcast. BSL retain the absolute discretion to remove any affiliate who chooses to broadcast an unauthorised email or SMS campaign, or engages in any other type of behaviour or business practise that constitutes a breach of these terms and conditions, or any advertising legislation applicable in any targeted territory.

4.2.       Multiple Accounts

4.2.1.  No legal or natural person may enter in to more than one Affiliate Agreement with BSL, which for the avoidance of doubt means that only one Affiliate shall hold one Affiliate Account.

4.3       Inactivity

4.3.1. Should no Verified Referred Players be produced by the Affiliate Account for a continuous period of 60 days, the agreement will be terminated in accordance with 10.3 below. 

4.4.      SMS Messaging

4.4.1. Affiliates must not at any time send unsolicited SMS messages to any individual’s mobile phone.  This practise is not allowed under UK remote gambling rules and so any affiliate do chooses to use this technique will be removed from the program and will forfeit any revenue owed to them.

4.5.      Advertising on illegal websites

4.5.1.  The Police Intellectual Property Crime Unit (“PIPCU”) have made clear that it is an offence to advertise, or show banners for, or any other form of advertising, on illegal websites such as illegal torrent sites, etc.  As such, no affiliate may place any content relating to our brands on offending sites.  If found to be doing so, the affiliate will be reported to PIPCU, removed from the program, and will forfeit any revenue owing to them.

4.6.      Adherence to Gambling Commission and ASA rules on advertising

4.6.1.  All affiliates must adhere to the guidance provided to them by BSL around the safe and compliant advertising of gambling services by them, whether in substance, subject or apparent provenance, and they ensure that any third party procured by them fulfils the same.  This provision is made clear in Section 5 of the Gambling Commission’s Licence Conditions and Codes of Practice.  Failure to adhere to this requirement may result in non-compliant advertising techniques or methods being used by an affiliate, which in turn will lead to the removal of the affiliate from the program.

 

5.     WARRANTIES

 

5.1.       The Parties warrant that:

5.1.1.  this Agreement has been entered in to by someone competent, with the requisite authority and legal capacity to enter in to this legally binding Agreement for the Affiliate and for BSL;

5.1.2.  that they each have all necessary rights, licences and permits to execute their respective obligations under this Agreement;

5.2.       Commission Scheme

5.2.1.  The Affiliate warrants that it has read in full both the terms of this Agreement and the full details of the Commission Scheme that will determine its Referral Commission under this Agreement.

5.3.       Potential Breach

5.3.1.  The Affiliate warrants that it shall neither act nor fail to act in any way that leads or is liable to lead to any breach of BSL’s statutory, regulatory, contractual or any other legally binding obligations anywhere in the world.

5.4.       Spamming

5.4.1.  The Affiliate warrants that it shall not send spam email, SMS text messages or other unsolicited marketing messages or communications relating to BSL brands, whether in substance, subject or apparent provenance, nor will they procure or tolerate the same by any third party.

5.5.       Squatting

5.5.1.  The Affiliate warrants that it shall not register or purchase any domain name bearing a resemblance to any BSL brand names or registered domain names, an activity sometimes referred to as ‘Domain Squatting’. This restriction also applies to any misspelt variants. The Affiliate shall not procure or tolerate the same by any third party.

5.6.       Bidding

5.6.1.  The Affiliate warrants that it shall not purchase any search engine Key Word, search term, or other identifier – a process sometimes referred to as ‘Keyword Bidding’ or ‘PPC Bidding’ - with any resemblance to any NetPlay TV brand names, registered domain names, or other identifying word or phrase. This restriction also applies to any misspelt variants. The Affiliate shall not procure or tolerate the same by any third party.

5.7.       Unacceptable Content

5.7.1.  The Affiliate warrants that any Affiliate owned, controlled or associated online content or marketing communications shall not contain Unacceptable Content, or links to Unacceptable Content. Unacceptable Content includes, but is not limited to, content that:

5.7.1.1.      is aimed at those under the age of 18;

5.7.1.2.      is pornographic or promotes pornography;

5.7.1.3.      is discriminatory or promotes discrimination on the basis of disability, ethnicity, faith, gender, nationality or sexual orientation;

5.7.1.4.      promotes violence;

5.7.1.5.      promotes illegal activities;

5.7.1.6.      violates or promotes the violation of intellectual property rights;

5.7.1.7.      is defamatory;

5.7.1.8.      breaches or promotes a breach of the privacy of any individual;

5.7.1.9.      gives rise or is liable to give rise to any direct or consequential breach of BSL’s statutory, regulatory, contractual or other obligations.

5.8.       Data protection

5.8.1 Data Protection and Cookies. Affiliates shall at all times comply with the General Data Protection Regulation(GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any new or amended data protection acts, regulations or law applicable to your territory, all applicable legislation and/or regulations relating to the use of ‘cookies’ and will comply with all necessary notification procedures of the use of ‘cookies’ to all visitors to the affiliate websites. Affiliates shall also comply with any other related or similar legislation.

5.8.2 The Affiliate shall inform users of the affiliate site, via the relevant privacy policy or other appropriate means, that a tracking technology will be installed on the user’s hard drive once the user clicks on the Content. The Affiliate shall provide users with the opportunity to reject the installation of such tracking technology in accordance with Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003. 

6.     APPROVAL OF CREATIVE CONTENT

 

6.1.1.  In the event that the Affiliate uses its own Marketing Materials, BSL retains entirely within its discretion the right of approval over their use and requests that this prior approval is granted before use of said materials.

6.1.2.  The Affiliate warrants that all emails must be submitted for BSL for copy pre-approval, pre-approval to be entirely within BSL’s discretion.

 

7.     LIABILITY

 

7.1.       NetPlay shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

7.1.1.  any loss arising from or in connection with loss of revenues, profits, contracts, data or business or failure to realise anticipated savings; or

7.1.2.  any loss of goodwill or reputation; or

7.1.3.  any indirect, special or consequential losses;

7.2.       The exclusion of liability for the losses in Clause 7.1 shall apply whether said losses arise out of or in connection with any matter under this Agreement.

7.3.       Notwithstanding anything to the contrary in this Agreement, the aggregate liability of BSL for any liability arising under or in connection with this Agreement, howsoever arising, shall be limited to the total Referral Commission paid or payable under this Agreement.

7.4.       Any liability arising under this Agreement shall be satisfied solely from the Referral Commission and shall be limited to direct damages.

7.5.       None of BSL’s obligations under this Agreement shall constitute personal obligations of BSL’s directors, employees or shareholders.

 

8.     INDEMNIFICATION

 

8.1.       The Affiliate agrees to indemnify BSL, any of the Associated Companies, its directors, employees and representatives against any and all claims, arising out of any breach by the Affiliate of its obligations under this Agreement and of any of the warranties given by it under this Agreement, or arising from any act or omission of the Affiliate, its agents or contractors in connection with this Agreement, save for any act or omission specifically requested by BSL.

 

9.     CONFIDENTIALITY

 

9.1.       Each of the parties shall treat as confidential information belonging to the other party which was disclosed or obtained as a result of the discussions and negotiations leading to this agreement or of its implementation.

9.2.       The obligations of non-disclosure and confidentiality shall not extend to a party in respect of anything which:

9.2.1.  is in the public domain other than as a result of a breach of those obligations;

9.2.2.  was in that party’s records prior to the date of this agreement;

9.2.3.  is required to be disclosed under a legal or regulatory duty.

 

10.  TERMINATION

 

10.1.    This Agreement may be terminated by either party with immediate effect upon written notice.

10.2.    Notwithstanding any other provision of this Agreement, BSL gives notice that should it apprehend an act or omission by the Affiliate that leads or is liable to lead any breach of its statutory or regulatory obligations, BSL will immediately terminate the Affiliate Agreement.

10.3.    In the event that this Agreement is terminated, Referral Commission shall cease to accrue from the moment at which the agreement is terminated.

10.4.    Upon termination, the Affiliate must remove all tracking links and creatives from all Affiliate owned or controlled websites or blogs.

 

11.  INTELLECTUAL PROPERTY

 

11.1.    All IP Licensed for Use and Retained by BSL;

11.1.1.All intellectual property used or generated in connection with this agreement shall at all times remain the property of BSL or the relevant Associated Company, and shall be non-exclusively licensed by BSL to the Affiliate solely for the performance of the Affiliate’s obligations under this agreement, and solely for the duration of this Agreement.

 

12.  ASSIGNMENT

 

12.1.    The rights and obligations that are created by this agreement are non-assignable.

12.2.    Notwithstanding Clause 12.2.1, BSL may assign, in whole or in part, or novate this Agreement and any right and obligation arising therefrom to an Associated Company, provided that a notification is given to the affiliate.

 

13.  THIRD PARTY RIGHTS

 

13.1.    The Contracts (Rights of Third Parties) Act 1999 does not apply so as to give to a person who is not a party to this agreement a right under it.

 

14.  NOTICE

 

14.1.    BSL shall give notice and send notifications to the Affiliate using the email address given by the Affiliate when signing up.

14.2.    The Affiliate shall give notice and send notifications to BSL by email using the following address:

14.2.1.affiliates@netplayaffiliates.com

 

15.  LANGUAGE

 

15.1.    This Agreement is concluded in the English Language. Should BSL circulate any translation of this Agreement, the English language version will determine the rights and obligations of the Parties to this agreement.

 

16.  FORCE MAJEURE 

 

16.1.    If a party is prevented from or delayed in performing its obligations as a result of force majeure, the party is excused from performing its obligations to the extent prevented or delayed if:

16.1.1.it promptly gives the other party notice specifying the matters constituting the force majeure;

16.1.2.it states its best estimate of the period for which its inability will continue or the period for which performance of its obligations will be delayed; and

16.1.3.it uses all reasonable endeavours to remove or minimise the effect of the force majeure.

16.2.    For the purpose of this clause, a force majeure is a cause which affects the ability of the party in question to perform a material obligation under this agreement and which arises from circumstances beyond its reasonable control.

 

17.  ENTIRE AGREEMENT, SEVERABILITY & WAIVER

 

17.1.    This agreement sets out the entire agreement between the parties in relation to its subject matter.

17.2.    To the extent possible, each provision of this Agreement is to be interpreted so as to be operative in accordance with the applicable law, however should any provision of this Agreement be held illegal, unenforceable or otherwise invalid, said provision shall be ineffective only to the extent of the illegality, unenforceability or invalidity, without affecting the rest of the Agreement.

17.3.    BSL may at its sole discretion modify any of the terms of this Agreement. The occurrence of this modification shall be notified to the Affiliate by email, and the modified agreement shall be posted on the NetPlay TV Affiliates website. The modified Agreement shall be effective upon notification, and by continuing to discharge its obligations under the agreement, the Affiliate shall be deemed to have accepted the modified Agreement in its entirety.

17.4.    Subject to any other provision in this Agreement, a purported alteration of this agreement is not effective unless it is consented to in writing by both of the parties.

17.5.    The failure by BSL, whether or not deliberate, to exercise a right or to insist on the precise performance of this agreement, or its delay in doing so, shall not affect its future exercise or enforcement of rights.

17.6.    The giving by BSL of its consent to an act which under this agreement requires that consent shall not prejudice its right to withhold consent to a similar act

 

18.  JURISDICTION & APPLICABLE LAW

 

18.1.    Maltese Law and Arbitration

18.1.1. The validity, construction and performance of the Affiliate Agreement and any claim, dispute or matter arising under or in connection to the Affiliate Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta.

18.1.2. Each Party irrevocably submits to the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with the Affiliate Agreement and/or its enforceability.