Last updated July 06 2010 12:56

Terms & Conditions Betway.com Partner Program

Introduction

Welcome to Betway.com Partnership Program. From the outset of this partnership agreement you will receive the very best of what the industry has to offer. You will receive outstanding personal service from our experienced account managers who will assist you in maximizing your earning potential. The tools that are available in your account are capable of providing you with up-to-date statistical information that you can use to generate easy -to read reports.

The Betway.com Partnership Program is also supported by the best Marketing and Promotional teams in Sportsbook and Online gaming that ensure superb conversion rates from the traffic that you send us.

As you become more successful with increasing traffic, sign ups and first deposits, you will be provided with the chance to enjoy a more generous share of the profits. This is further enhanced by our no negative balance carry over which is created when you have high numbers of players redeeming first deposit bonuses or large Casino wins.

Terms & Condition

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE JOINING THE AFFILIATE PROGRAM, BY USING THIS WEBSITE AND/ OR REGISTERING AS AN AFFILIATE WITH THE AFFILIATE PROGRAM, THE AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. THEREAFTER, BE SURE TO READ THESE TERMS AND CONDITIONS PERIODICALLY AS THE OPERATOR WILL MAKE CHANGES TO THEM FROM TIME TO TIME. THE AFFILIATE WILL BE BOUND BY THESE CHANGES.
RECITALS

Whereas:

(a) The Operator operates Betway.com and the Affiliate Program; and
(b) Affiliates may market and promote certain casinos, poker rooms and sportsbooks represented by the Affiliate Program; and
(c) These terms and conditions govern the relationship between Affiliates, the Operator and the Affiliate Program.

NOW THEREFORE:

1. Definitions:

• In these terms and conditions the following words and expressions shall have the following meanings:

1.1‘Affiliate’ shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by the Operator as an Affiliate of the Affiliate Program in terms of this Agreement;

1.2 ‘Affiliate Program’ shall mean the affiliate program operated by Betway.com;

1.3 ‘Agreement’ shall mean this affiliate agreement, including the online application form, these terms and conditions and all appendices and annexures incorporated herein by reference, including the Commission Schedule; all future updates and additions thereto;

1.4 ‘Betway.com’ or the ‘Betway.com Websites’ shall mean the website Betway.com, together with any equivalent or replacement uniform resource locators;

1.5 ‘Betway.com’s Products’ shall mean the sportsbook, casino, poker and other products available on the Betway.com Websites from time to time;

1.6 ‘Chargeback’ means an invalid, fraudulent or disputed card or debit payment including but not limited to where the card company or the paying bank has claimed payment back from us, or where the customer claims payment back because or non-performance; Chargebacks are deducted in the month they are charged;

1.7 ‘Commission’ means the commission set out in the Commission Schedule;

1.8 ‘Commission Schedule’ is defined in Section 14;

1.9 ‘Confidential Information’ shall mean:

1.9.1 any information of whatever nature, which has been or may be obtained by the Affiliate from the Operator and/or its licensors, whether by way of the Affiliate Program or otherwise, whether relating to the Operator’s information and whether in writing or in electronic form or pursuant to discussions with the Operator, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas;

1.9.2 analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition; and

1.9.3 any dispute between the Affiliate and the Operator or resulting from this Agreement;

1.10 ‘Copyright’ for purposes of this agreement shall be limited to the existing and future copyright in the trade mark devices, logos, getup, trade dress, websites, Marketing Material and/or trading styles relating to, or incorporated in, the Betway.com Websites;

1.11 ‘Customer’ shall mean a person or entity that the Affiliate directs in any manner to Betway.com and who can be linked to the Affiliate’s Affiliate ID and who opens an account at Betway.com. By opening an account at Betway.com, that person or entity will become a Customer as defined in the Terms & Conditions appearing on Betway.com (as they may be from time to time) and, accordingly, all the rules, policies, and operating procedures applying to users of the Betway.com Websites will apply to them;

1.12 ‘Fraudulent Activity’ shall mean a deception which in the sole opinion of the Operator is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain;

1.13 ‘Fraud Costs’ are any costs (financial or otherwise) that the Operator or it’s Merchants incur as a direct or indirect result of Fraudulent Activity by Yourself, Your employees and/ or Customers/ players whom You, as Affiliate, have introduced to the casino, poker room and/or sportsbook Merchant;

1.14 ‘Fraud Traffic’ means deposits, Revenues or traffic generated on the Services or within the Affiliate Network through illegal means or any other action committed in bad faith to defraud us, Players, or third parties (as determined by us in our sole discretion), regardless of whether or not it actually causes damage, harm or losses, including without limitation deposits generated on stolen credit cards, collusion, money laundering, manipulation of the Services, Sites or system, abuses of bonuses or other promotional items, creation of false and/or multiple accounts for the purpose of generating Affiliate Earnings, Real Money Players that are in breach of our contractual agreements with them, applicable laws and/or eligibility requirements, and unauthorised use of any third-party accounts, unauthorised use or infringement of the Intellectual Property Rights of us or third parties and any activity that constitutes fraud traffic;

1.15 ‘Match Betting’ or ‘Arbitrage Betting’ means any way of betting, with or without offers, such as freebets or other offers, that will give the Customer a sure win at no risk;

1.16 ‘IP Documentation’ shall mean the written document(s) published by the Operator from time to time on Betway.com containing:
1.16.1 a non-exhaustive, directory of the Intellectual Property; and

1.16.2 detailed instructions and guidelines pertaining to the appropriate use and application of the Intellectual Property;

1.17 ‘License’ shall mean a non-transferable and non-exclusive right granted to the Affiliate by the Operator (or any affiliate thereof) to use the Intellectual Property only as is strictly necessary to adequately and effectively direct Customers to the respective Betway.com Websites, in accordance with the terms and conditions of this Agreement;

1.18 ‘Marketing Material’ shall mean various forms of branded, creative material, including but not limited to, online banners, html and text mailers, promotional material and other online and offline marketing material which the Operator may provide the Affiliate and/or make available to the Affiliate on the Betway.com Websites;

1.19 ‘Notice’ shall mean a written document;

1.20 ‘Operator’ shall mean Gnuf Limited, a company incorporated under the laws of Malta;

1.21 ‘Parties’ shall mean the Operator and the Affiliate;

1.22 ‘Prohibited Domain Name’ shall mean a domain name, irrespective of territory or Top Level Domain (TLD), which is identical or confusingly similar to trade and/or services marks used by the Operator and/or its affiliates and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever;

1.23 ‘Second-tier Affiliate’ shall mean a person or entity that the Affiliate directs in any manner to the Betway.com Websites and who can be linked to the Affiliate’s Affiliate ID, which person or entity becomes an Affiliate;

1.24 ‘Second-tier Affiliate Earnings’ means the Affiliate Earnings payable to any Sub-Affiliate;

1.25 ‘Spam’ means any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose).which is intentionally transmitted to multiple commercial electronic mail messages from or through a computer;

1.26 ‘Term’ shall be the term of this Agreement, commencing on the activation of the Affiliate’s account (commencement date) and remaining in full force and effect until the Affiliate’s account is terminated in accordance with this Agreement (termination date);

1.27 ‘Trade Marks’ for purposes of this agreement shall be limited to mean the trade mark applications and registrations listed in the IP Documentation, including equivalent and/or similar applications and registrations in all other countries, the goodwill and/or reputation which attaches to all the aforementioned, as well as the goodwill and/or reputation in the getup, trade dress and/or trading style which relate to or are associated with the registered and/or unregistered trade marks;

1.28 ‘Written /Writing’ or ‘written / writing’ shall include e-mail.

2. Clause Headings

2.1 Clause headings are included for convenience only and shall not affect the interpretation of this agreement.

3. Trade

3.1 The purchase, sale, trade, or brokering of any affiliate account is strictly prohibited

4. Terms of Use of this Agreement

4.1 An Affiliate must successfully comply with the provisions of Clause 5 of this Agreement prior to this Agreement coming into force and effect. The Affiliate’s successful application to become an Affiliate confirms the Affiliate’s acceptance of this Agreement and is subject to the Affiliate’s continued compliance with the terms and conditions of this Agreement.

4.2 The Affiliate should be advised that many of the provisions of these Terms and Conditions are created and imposed for the benefit of the Operator, who has accepted all benefits so created and imposed.

4.3 By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that all of their marketing activities adhere to the ECOGRA eGAP.

4.4 By the Affiliate making use of the websites owned and operated by the Operator, such use is deemed to be acceptance of this Agreement and is subject to the Affiliate’s continued compliance with these terms and conditions.

5. Appointment as an Affiliate

5.1 The Operator shall evaluate the Affiliate’s application on submission thereof.

5.2 Upon request from the Operator, the Affiliate will provide the Operator with:

5.2.1 A list of any Prohibited Domain Names used by such Affiliate;

5.2.2 Information on how such Prohibited Domain Names are being used;

5.2.3 Failing the express written and limited permission of the Operator for the Affiliate to continue to make use of such Prohibited Domain Names, the Affiliate shall provide a written undertaking to cease use of same contemporaneously with the submission of the Affiliate’s application.

5.2.4 Information on the quality of the Affiliate’s website including but not limited to information about the website’s content, and design;

5.2.5 Information about the Affiliate’s area of focus including but not limited to online casinos, sportsbooks, and poker initiatives;

5.2.6 The Affiliate’s preferred marketing methods, including domain names and websites at which the Affiliate may market Betway.com’s Products and/or Betway.com’s Websites;

5.2.7 The Affiliate’s target market; and

5.2.8 Any additional information which the Operator in its sole discretion deems necessary to assess the Affiliate’s application.

5.3 After submitting the information required in Clause

5.2, the Affiliate will be required to confirm the information provided on registration as well as any additional information provided in terms of clause 5.2;

5.4 The Affiliate will provide proof of identification including, where possible, a government-issued identification number.

5.5 The Affiliate must also provide the Operator with its banking details for the payment of Commission.

5.6 After having complied with Clause 5.1 to Clause 5.5 the Affiliate will be notified in a reasonable and timely manner of the Operator’s acceptance or rejection thereof. The Affiliate acknowledges and agrees that the acceptance of his application depends on its compliance with the provisions of this Clause. The acceptance or rejection of any application made by an Affiliate is at the Operator’s sole discretion.

5.7 Should the Operator accept the Affiliate’s application, the Affiliate will be granted a license in accordance with Clause 4 of this Agreement.

5.8 This Agreement does not mean that the relevant Affiliate will be the sole Affiliate of the Operator as the Operator will contract with other Affiliates in the exercise of its business.

5.9 The Affiliate hereby consents to the Operator independently verifying any information provided to it by the Affiliate pursuant hereto and any other information provided to the Operator by the Affiliate from time- to- time pursuant to a specific request by the Operator for such information. Without limitation of the foregoing, the Operator may compare the Affiliate’s application information to the domain name registration information in a WHOIS database for those domain names identified in Clause 5.2.1 above

5.10 Only properly tagged Customers can be assigned to an Affiliate therefore should a tag be improperly inserted or not properly received by the Operator, the resulting Customer registration and purchases will not be assigned to that Affiliate. It is wholly the Affiliates responsibilities to ensure that all referred Customers are properly tagged.

6. Grant and Nature of License

6.1 Upon activation of the Affiliate’s account, and subject to the terms of this Agreement, the Operator hereby grants to the Affiliate a non-exclusive, non-transferable License for the Term. For the sake of clarity, in terms of the License the Affiliate is, subject to all other provisions of this agreement, only permitted to:

6.1.1 Establish, host, publish and market a website promoting the Operator and its associated entities; and

6.1.2 Acquire and use the Marketing Material for the exclusive benefit of the Operator and its affiliates.

6.2 The Affiliate shall not have the right to sub-license the Intellectual Property in any way whatsoever, either in whole or in part to any third party.

6.3 Any right not specifically granted in terms of this Agreement is specifically reserved for the exclusive use of the Operator and/or its licensors.

6.4 Use of Intellectual Property and Marketing Material

6.5 Prohibited Domain Names and ‘paid search’ abuse

6.5.1 The Affiliate may not register a Prohibited Domain Name.

6.5.2 Should an Affiliate register a Prohibited Domain Name, and without prejudice to any legal remedy or right that the Operator and/or its licensors may have in law, the Operator shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Operator or any affiliate thereof.

6.5.3 A decision as to whether or not a particular domain name is a Prohibited Domain Name is left to the sole discretion of the Operator. The Operator’s decision in this regard will be final and binding on the Affiliate.

6.5.4 The Affiliate is expressly prohibited from engaging in any SEO activities in respect of any internet search engine whatsoever and involving bidding for terms which include any Prohibited Domain Names or derivatives or misspellings thereof. Engaging in such activity will, without prejudice to any legal remedy or right that the Operator and/or its licensors may have in law, result in the Operator being entitled to terminate this Agreement with immediate effect.

7. Marketing Material

7.1 Upon activation of the Affiliate’s account, the Affiliate shall be provided access to the Intellectual Property and the Marketing Material via the Betway.com Websites, newsletters and account relationship managers.

7.2 Without derogating from the Affiliate’s other obligations in terms of the Agreement, the Affiliate agrees to:

7.2.1 Procure and utilise new and updated Intellectual Property and or Marketing Material forthwith after it is made available to the Affiliate by the Operator.

7.3 The Affiliate shall, when using the Intellectual Property and Marketing Material, cause them to be reproduced and applied exactly and accurately and shall use them in accordance with the specifications and directions laid down by the Operator from time-to-time (whether in the IP Documentation or otherwise).

7.4 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Operator. The Operator’s decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Operator or its designated agent to remedy the situation, failing which the Operator shall be entitled to terminate the Agreement with immediate effect.

7.5 The Affiliate may design its own Marketing Material for the sole purpose of directing Customers to the Betway.com Websites, subject to the following terms and conditions:

7.5.1 The Affiliate will strictly adhere to the instructions and guidelines as set out in the IP Documentation pertaining to the use and application of the Intellectual Property. If the use and/or application of any of the Intellectual Property is not specifically dealt with in the IP Documentation, then prior to the Intellectual Property being used, the Affiliate shall first obtain the Operator’s prior Written approval or instructions on how to proceed.

7.5.2 The Affiliate will furnish the Operator, upon written request, with such information and reports, including but not limited to samples of any marketing material, as may be required by the Operator in connection with the Affiliate’s use of the Intellectual Property; and

7.5.3 Any proposed changes to the Intellectual Property or Marketing Material that the Affiliate may wish to make (and then only in terms of the guidelines laid down in the IP Manuals) shall be submitted to the Operator for prior written approval prior to the use or publication thereof.

7.6 The Operator and/or its licensors shall have the sole conduct of all proceedings relating to the Intellectual Property and will in their sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of the Intellectual Property or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property. The Affiliate shall not be entitled to bring or defend any action for infringement of the Intellectual Property, and the Operator and/or its licensors shall not be obliged to bring or defend any proceedings in relation to the Intellectual Property if they decide in their sole discretion not to do so.

8. Affiliate Rights and Responsibilities

8.1 The Affiliate acknowledges that the Intellectual Property will at all times remain the property of the Operator and/or its licensors. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the Intellectual Property, other than those provided in terms of the License.

8.2 The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of the Operator’s or its licensor’s rights, title and interest in and to the Intellectual Property

8.3 The Affiliate shall not in any way represent that it has any rights of any nature in the Intellectual Property, other than those that it enjoys in terms of this Agreement

8.4 The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of the Agreement and that it can give full effect to such obligations.

8.5 The Affiliate shall, as soon as it becomes aware thereof, give the Operator, in Writing, full particulars of any use or proposed use by any other person, firm or company, of a trade name, trade mark or get-up of goods or mode of promotion or advertising or any element of the Intellectual Property, which amounts or might amount either to infringement of the Operator’s rights in relation to the Intellectual Property or to any other form of passing-off.

8.6 If the Affiliate becomes aware that any other person, firm or company alleges that the Intellectual Property is invalid or that use of the Intellectual Property infringes any rights of another party or that the Intellectual Property is otherwise attacked or attackable, the Affiliate will immediately give the Operator full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.

8.7 The Affiliate shall not assert the invalidity, unenforceability or contest the ownership of the Operator’s intellectual property in any action or proceeding of any kind or nature and shall not take any action that may prejudice the Operator and/or its licensors rights in the intellectual property, render the same generic, or otherwise weaken its validity or diminish their associated goodwill.

8.8 The Operator and/or its licensors will throughout the subsistence of this Agreement, at their own expense, maintain all Intellectual Property registrations in force and shall pay all renewal and any other fees necessary for this purpose. Should any of the Intellectual Property lapse or be held to be invalid for whatever reason, this License will continue in respect of the remainder of the Intellectual Property.

9. The Operator’s Obligations

9.1 The Operator will register Customers and track their purchases and their play where appropriate. The Operator has the right to refuse Customers (or to close their accounts) if necessary, to comply with any requirements that they may periodically establish.

9.2 The Operator will provide the Affiliate with such Marketing Material as is strictly necessary to market and promote the Betway.com Websites and Betway.com Products.

9.3 The Operator will track Customers’ purchases and, in some cases, Customers’ wins and losses, and will provide reports summarizing their activity. Notwithstanding this, the form, content and frequency of the reports may, at the Operator’s discretion, vary from time to time. The Operator will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. To gain access the Affiliate will need to use the Affiliate’s Affiliate Number and Password.

9.4 The Operator will facilitate payment of Commission from the Operator to the Affiliate based on income the Operator earns from purchases and play from the Affiliate’s Customers after they open an account through Betway.com. Payment shall only be made to the Affiliate once the Operator has received payment. The Operator reserves the right to change payment terms at any time and for any reason. See paragraph 14 below in relation to Commission.

10. Affiliate Obligations

10.1 By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that:

10.1.1 The information the Affiliate provides the Operator on registration is complete, valid and honest;

10.1.2 In the event the Affiliate is a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and

10.1.3 The execution of this Agreement by such person, and the performance by the Affiliate of the Affiliate’s obligations and duties hereunder, do not and will not violate any agreement to which the Affiliate is a party or by which the Affiliate is otherwise bound.

10.2 The Affiliate hereby accepts its appointment as an Affiliate. The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist the Operator in the provision of services arising from the Affiliate’s referrals. The Affiliate shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than the Affiliate.

10.3 Affiliates shall also be entitled to register second-tier Affiliates with the Operator, provided that such Affiliate is a genuine arms-length person and that the referring Affiliate derives no financial benefit whatsoever from Commissions paid by the second-tier Affiliate. In the case of juristic or corporate persons, the Affiliate shall not be entitled to register as a second-tier Affiliate, any entity in which the Affiliate has any shareholding whatsoever.

10.4 The Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith, whether or not it actually causes damage to the Operator, any licensor thereof or Affiliates. The Operator and/or any licensor thereof have and reserve the right to terminate this Agreement immediately should such activity arise through a person directed to Betway.com Websites via the Affiliate’s link and to withhold the Commissions payable to the Affiliate at any time irrespective of whether such mentioned traffic was directed from the Affiliate’s link with or without the Affiliate’s knowledge.

10.5 The Affiliate is expressly forbidden from encouraging, or attempting to encourage, users to sign up at Betway.com Websites through the offering of any financial incentives offered by the Affiliate, including any prize draw opportunities or entries. For the purposes of this prohibition “financial incentives” shall include the offering of any ‘get rich quick’ or ‘beat the casino’ style of advertising.

10.6 In the giving of effect to this Agreement the Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.

10.6.1 Any form of Spam will result in the Affiliate’s account being placed under review and all funds due to the Affiliate being withheld pending an investigation. If the Operator and/or any licensor thereof incur expenses and/ or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/ or damages will be deducted from the Affiliate’s account. If this occurs, the amount of such expenses and/ or damages as determined by the Operator and/or any licensor thereof will be deemed fair and final and acceptable to the Affiliate. Should these expenses and/ or damages not be covered by funds in the Affiliate’s account, the Operator has the right to investigate other alternative means for obtaining payment, for example: should the Affiliate’s account have generated purchasing accounts, the Operator may hold payment of commission for these accounts until such a time as the account for expenses and/ or damages has been cleared. Should the Affiliate’s account not be active or be generating profit through commission payments, the Operator (or affiliate thereof) shall have the right to demand payment from the Affiliate.

10.6.2 Should the Affiliate require more information regarding the Operator’s Spam policy, please contact the Operator at partnerinfo@betway.com

10.6.3 Should the Affiliate wish to report any incidences of Spam, please contact the Operator at partnerinfo@betway.com.

10.7 An Affiliate may not make use of the internet casinos and/or poker rooms for the duration that he/she/it remains an Affiliate. Contravention of this clause shall be deemed to be fraudulent activity.

11. Confidential Information

11.1 Except as otherwise provided in this Agreement or with the express written consent of the disclosing party hereunder, all parties agree that all information, including, but not limited to, the terms of this Agreement and any documentation referred to herein, business information and technology concerning the Operator or the Affiliate, respectively, or any other Affiliate provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. An Affiliate may not be a party (whether directly on indirectly) to any Fraudulent Activity.

11.2 During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of the Betway.com Websites and/ or the Affiliate Program (including, for example, Commission earned by the Affiliate under the Affiliate Program). The Affiliate agrees to neither disclose nor allow unauthorized use of the Confidential Information by third persons or outside parties unless the Affiliate has the Operator’s prior written consent and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliate’s obligations with respect to Confidential Information shall survive the termination of this Agreement.

11.3 Within 3 (THREE) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof.

12. Data Protection

12.1 The Affiliate shall comply with any relevant data protection laws in the jurisdiction in which the Affiliate is domiciled and any jurisdictions in which the Affiliate operates.

13. Money Laundering

13.1 The Affiliate may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.

13.2 Malta has strict laws on money laundering that may impose an obligation upon the Operator to report the Affiliate to the federal or local authorities within such jurisdictions if the Operator knows, suspects or has reason to suspect that any transactions in which the Affiliate is directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Program or Betway.com to facilitate criminal activity.

13.3 If the Operator has any knowledge or suspicion envisaged above it may:

13.3.1 Immediately suspend, deregister or terminate the Affiliate’s membership of the Affiliate Program; and/or

13.3.2 At the Operator’s absolute discretion, not pay the Affiliate any funds due to the Affiliate as Commission.

13.4 If the Operator has knowledge or suspicion envisaged in 13.1 above, the Operator may be legally bound to report you to the aforementioned federal or local authorities, and in such case, the Operator may do so at its absolute discretion.

14. Commission

14.1.1 This commission structure is based entirely on the real value of your traffic and their activity. For partners with long term plans, this structure allows them to optimize the value of high value, qualified traffic. It means that campaign costs are shared, as we pay a percentage of every real dollar spent on site. In addition to our industry leading internal retention programs, we can involve you into the process, and leverage your customer relationships and ideas into unique campaigns that work for both parties.

14.1.2 On or before the 10th of every month, the Operator shall add up the total gross gaming revenue generated by your players in the previous calendar month.

14.2 Restrictions

14.2.1 The Affiliate is restricted to one Affiliate account only;

14.2.2 The Affiliate shall not earn Commission on the net win and/ or net rake of any Second-tier Affiliate if, in the case that the Affiliate is a juristic entity, they are the Affiliate’s employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, they are the Affiliate’s employee, agent or direct family member;

14.2.3 The Affiliate shall not earn Commission on the net win and/ or net rake on the Affiliate’s own Customer Account nor on the Customer Account/s of the Affiliate’s employees or immediate family members.

14. 2.4 If the Affiliate or the Affiliate’s employees sign up as a Customer, the Operator shall have the right to terminate this Agreement.

14.3 Commission: Calculation and Payment

14.3.1 Calculation of Casino, Poker and Sports Betting Commission. You will earn Casino, Poker and Sports Betting Commission based on:

• The Casino Net Win (Gross Win less Progressive Contributions (progressive games only) less Non-Cash Items less Fraud); and/ or

• The Net Win generated by Second-tier Affiliates.

• Poker Net Rake (Gross rake less bonus cash items less fraud).

• The Sports Betting Net Win less Non-Cash Items less fraud); and/or

• The Net Win generated by Second-Tier Affiliates

• If in a calendar month the Net Win generated by You is less than or equal to US €5,000.00 You will earn 25% Commission on the Net Win.

• If in a calendar month the Net Win generated by You is greater than US €5,000.00 but less than or equal to US €10,000.00, You will earn 30% Commission on the Net Win.

• If in a calendar month, the Net Win generated by You is greater than US €10,000.00 but less than or equal to €20,000.00, You will earn 35% Commission on the Net Win.

• If in a calendar month, the Net Win generated by You is greater than US €20,000.00 but less than or equal to €35,000.00, You will earn 40% Commission on the Net Win.

• If in a calendar month, the Net Win generated by You is greater than US €20,000.00 but less than or equal to €35,000.00, You will earn 40% Commission on the Net Win.

• If in a calendar month, the Net Win generated by You is greater than US €35,000.00, You will earn 45% Commission on the Net Win.

• In respect of Second-tier Affiliates, You will earn 2% of the Net Win of such Second-tier Affiliate.

Fraud: any conduct that the casino in its sole discretion determines to be fraudulent conduct which shall include, but not be limited to, fraudulent credit card transactions and / or Charge Backs.

Gross Win: the total revenue generated by the casino as a result of all purchases by players introduced to the casino by You. For Sports Betting, this is the total revenue from settled bets, placed by players introduced to sportsbook by the Affiliate.

Non-Cash Items: the value of free credits or cash handed out to players by the casino or any other direct costs incurred to maintain the loyalty of a player (e.g. the cost of a gift to a player )

Progressive Contributions: a percentage of revenue generated on any progressive game that is paid over by the casino into a progressive pool.

14.4 These said payments above shall only be paid to the Affiliate provided that this payment is over £100. Should the Affiliate not reach this level within that month, the Operator shall carry the Affiliate’s earnings forward to the next month until the Affiliate reaches the minimum amount as specified herein.

14.5 Please see the Commission Schedule; which sets out the choice, selection, calculation and certain payment aspects of Commission, which Commission Schedule is specifically incorporated herein by reference.

14.6 The Operator has and reserves the right to pass on any financial costs to the Affiliate’s account, as well as to the Affiliate’s own Customer/player Account(s), that the Operator may incur due to Fraudulent Activity by the Affiliate, the Affiliate’s employees and/ or Customers/ players whom the Affiliate, as Affiliate, has introduced to Betway.com.

14.7 If the Operator (in its sole and unfettered discretion) determines that an Affiliate is abusing their Commission Model so as to unfairly gain an advantage, the Operator may withhold any Commissions due to such Affiliate and change the Affiliates Commission Model in its sole discretion.

14.8 The Operator will process the Commission earned by the Affiliate in the previous calendar month by the tenth working day of the following month. The Operator shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.

14.9 Payment shall be made by the Operator to the Affiliate by way of the method selected by the Affiliate on registration.

14.10 The Operator will only make payments where the affiliates account generates a minimum of 1 (one) new paying customer within a 3 (three) month period. Failing this, the Operator may, at its sole discretion, withhold Commission payment.

14.11 All proprietary rights in and to a Customer shall belong to the Operator.

14.12 The Affiliate may be required from time to time to positively verify his/her/its account with the Operator in order to receive payments due. This is to prevent fraud and the verification process will require that the Affiliate submit documents proving identity and physical address details.

15. High-Roller Policy

I) In any given month, if an individual player generates a negative net win of at least €10,000 (‘high-roller’), and the aggregate net win in that month (for the casino and sports betting) for that affiliate is negative €2,000 or greater, then the high-roller policy will apply.

II) If both of the above criteria are met (see point I) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller.

III) The negative balance carried forward cannot be set-off against other players’ net win.

IV) The negative balance carried forward cannot be greater than the total aggregate negative net win for the affiliate, for that month.

V) If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.

VI) The negative balance of a high-roller will be reduced by future positive net win that they generate in subsequent months. A negative balance will not be increased by future negative net win unless the high-roller meets the qualifying criteria in subsequent months. (see point I)

VII) Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month

We reserve the right to change the Commission schedule and method of calculation of Commission.

16 Earning Currency

16.1 All Affiliate Earnings are accrued in USD (US Dollars). To prevent any foreign exchange volatility that would place Affiliate Earnings in flux (depending on the daily exchange rates), Affiliate Earnings are calculated on a transactional basis whereby any conversion, if applicable, would be subject to the foreign exchange mid-rate in effect and relied on by the Group at that time.

17. Termination

17.1 This Agreement can be terminated by the Operator at any time:

17.1.1 should the Affiliate fail to comply with its obligations in accordance with this Agreement; or

17.1.2 for any other reason whatsoever.

17.2 Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.

17.3 Upon termination of this Agreement, for any reason, all rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to Betway.com’s Websites, brands relating to Betway.com or Betway.com’s Products from its site and disable any links from its site to same. In particular, the Affiliate shall immediately remove access to any Derivative Website established by it.

17.4 Upon termination for reasons other than breach of this Agreement by the Affiliate, the Affiliate shall continue to be entitled for a period of 1 (one) year to receive Commission on the terms and conditions as specified herein.

17.5.1 Should any player referred by the Affiliate be found to be involved in, or should we suspect any player referred by the Affiliate of being involved in, Match Betting or Arbitrage Betting, We shall be entitled, at our sole discretion, to withhold all funds due to the Affiliate for the referral of such players.

17.5.2 Furthermore, where we find that the Affiliate is promoting, or where we suspect that the Affiliate may be promoting, the use of Match Betting or Arbitrage Betting by players referred by the Affiliate; we shall be entitled at our sole discretion, to withhold all funds due to the Affiliate and terminate all affiliation with the Operator.

17.5 The Operator may withhold the Affiliate’s final six monthly payments for up to 3 (three) months each to ensure that the correct amount has been calculated and paid.

17.6 If the Operator continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.

17.7 The Affiliate will return to the Operator any and all Confidential Information and/ or Customer Information, including all copies in the Affiliate’s possession, custody and control and will cease all uses of any of the Intellectual Property. The Affiliate will take immediate steps to transfer ownership to the Operator, of each Prohibited Domain Name established by the Affiliate, at the Operator’s cost, not exceeding that incurred by the Affiliate on registering the Prohibited Domain Name.

17.8 The Affiliate, the Operator and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.

17.9 THE OPERATOR MAY TERMINATE THIS AGREEMENT IF IT IS DETERMINED AT THE OPERATOR’S SOLE DISCRETION THAT THE AFFILIATE’S SITE IS UNSUITABLE. Unsuitable sites are, inter alia, but not limited to, those sites that are aimed at children, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights, or are otherwise considered by the Operator to bring the Operator or Betway.com into disrepute or prejudice the interests of the Operator in any way.

18A Sale of Business; Death of Affiliate

18A.1 Sale of Business

18A.1.1 The Operator recognises that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. The Operator requires an Affiliate to recognise and respect that the personal qualities, probity and background of Affiliates is vital to the Operator’s decision to accept a person as an Affiliate of the Affiliate Program.

18A.1.2 If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/ her/ its Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of his/ her/ its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:

18A.1.2.1 give the Operator no less than 30 (thirty) day’s prior written notice of such intention, simultaneously provide such details as the Operator may request (which shall include, but not be limited to, the selling Affiliate’s Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate Program, their Affiliate ID) and furnish the Operator with an irrevocable consent and authority to pay the selling Affiliate’s Commission, after the sale is completed, to the purchaser, in a form acceptable to the Operator in its sole discretion; and

18A.1.2.2 make the deed of sale subject to the suspensive condition that the Operator approve such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to the Operator’s approval (at the Operator’s sole discretion) join the Affiliate Program.

18A.1.3 If the Operator rejects the intended purchaser as an Affiliate of the Affiliate Program and the selling Affiliate nevertheless decides to proceed with the sale, the Operator shall terminate this Agreement insofar as it relates to the selling Affiliate, the business sold and/ or the purchaser.

18A.2 Death of Affiliate

89A.2.1 In the event of an Affiliate’s death, the Operator shall require that the executor of the deceased Affiliate’s estate (or similarly charged person) furnishes the Operator with certified copies of their authority to act on the deceased Affiliate’s estate’s behalf, the deceased Affiliate’s death certificate and proof of the deceased Affiliate’s beneficiaries’ identities.

18A.2.2 The Affiliate hereby agrees that the Operator shall be obliged to pay his/ her estate and/ or beneficiaries:

18A.2.2.1 only once the Operator has received the information required in Clause 18A.2.1 above; and

18A.2.2.2 any sums that may have accrued to the deceased Affiliate as Commission prior to his/ her death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after his/ her death. The Affiliate hereby waives (on his/ her behalf and on behalf of his/ her estate, heirs, beneficiaries, successors or assigns) any rights that he/ she (or they) may have to any further sums of money and/ or Commission under this Agreement.

18B.1 By entering into this Agreement you undertake that you, nor any Second Tier Affiliate will not:
(i) actively target Customers located in France including but not limited to sending Customers unsolicited correspondence, Marketing Material, the use of bannering, off-line advertising and direct marketing; and
(ii) send Betway or any of its Betway.com websites any French traffic or players from a .fr based domain.

18.B2 Betway reserves the right to immediately terminate this Agreement should you or your Second-tier Affiliate breach the abovementioned clause 18.B1 and excludes to the fullest extent lawfully permitted all liability incurred pursuant to such a breach of the abovementioned clause 18.B1.

19. Relationship of Parties

19.1 The Affiliate and the Operator and/or licensor are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on behalf of the Operator and/or licensor. The Affiliate shall not make any statement, whether on the Affiliate’s site or otherwise, that conflicts with this Clause.

19.2 The Affiliate will not be treated as an employee for the purposes of taxation, social security, unemployment or any other statute, ordinance, rule, or regulation of any country whatsoever.

19.3 The Affiliate shall not make any claims, representations, or warranties in connection with Betway.com and the Affiliate shall have no authority to, and shall not, bind the Operator and/or licensor to any obligations outside of this Agreement, unless agreed to in writing by the Operator.

20. Indemnity, disclaimers and Limitation of Liability

20.1 The Affiliate shall defend, indemnify, and hold the Operator and/or licensor and its electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:

20.1.1 Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;

20.1.2 The performance of the Affiliate’s duties and obligations under this Agreement;

20.1.3 The Affiliate’s negligence; or

20.1.4 Any injury caused directly or indirectly by the Affiliate’s negligent or intentional acts or omissions, or the unauthorized use of Betway.com’s banners and link or this Affiliate Program.
Further, the Affiliate will indemnify and hold the Operator and/or licensor harmless from all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of the Affiliate’s site.

20.2 The Operator makes no express or implied warranties or representations with respect to the Affiliate Program, Betway.com or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, the Operator makes no representation that the operation of its site (including service and tracking) will be uninterrupted or error-free. The Operator will not be liable for the consequences of any such interruptions or errors.

20.3 The Operator will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if it has been advised of the possibility of such damages. Further, the Operator’s (together with any affiliate or licensor thereof) aggregate liability arising with respect to this Agreement and the Program shall not exceed the total Commission paid or payable by the Operator to the Affiliate under this Agreement. The Operator’s obligations under this Agreement do not constitute personal obligations of its directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

21 FORCE MAJEURE

22.1 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

22. Miscellaneous

22.1 This Agreement (including any variation or modification thereto) shall be governed by Maltese law and shall be subject to the non-exclusive jurisdiction of the Maltese courts to which the Operator and Affiliate hereby submit, except that either the Operator or the Affiliate may seek an interim injunction in any court of competent jurisdiction.

22.2 Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.

22.3 No provision in this Agreement shall be understood to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

22.4 The Affiliate may not assign this Agreement, by operation of law or otherwise, without the Operator’s prior written consent. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against the Affiliate and the Operator and the Affiliate’s and the Operator’s respective successors and assigns.

22.5 The Operator’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of the Operator’s right to subsequently enforce such provision or any other provision of this Agreement.

22.6 The Operator’s rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Affiliate acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of the Operator’s rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that the Operator’s respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

22.7 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective. In the event of a conflict in the meaning of any version of this Agreement that has been translated into another language and the English version hereof, the English version shall prevail.

22.8 This agreement will stay in effect for so long as the Operator makes this service available, unless this agreement is terminated prior thereto in terms of clause 17 above.

23 Modification of this agreement

23.1 The Operator may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement or the Commission Schedule at any time and at the Operator’s sole discretion, by posting a change notice or a new agreement on its site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules.

23.2 Any amendments, alterations, deletions, interlineations or additions to this Agreement or the Commission Schedule shall be effective immediately upon notice, which may be provided to the Affiliate via e-mail or by display on Betway.com . The Affiliate’s use of Betway.com and/ or continued marketing of Betway.com’s Websites after such notice is given to the Affiliate will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement or Commission Schedule should this Agreement or the Commission Schedule be replaced in its/ their entirety. Be sure to review this Agreement and the Commission Schedule periodically to ensure familiarity with its most current version.

23.3 NO PURPORTED MODIFICATIONS, AMENDMENTS, ALTERATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT OR THE COMMISSION SCHEDULE BY THE AFFILIATE ARE PERMITTED OR WILL BE RECOGNIZED BY THE OPERATOR. None of the Operator’s and/or licensor employees, officers or agents may verbally alter, modify or waive any provision of this Agreement or the Commission Schedule.

23.4 The Affiliate acknowledges that it is aware that licensors of the Operator are relying on the provisions of this Agreement and promises made by the Affiliate. Accordingly, such licensors may enforce the provisions of this Agreement as if it were a party hereto.

24 INDEPENDENT INVESTIGATION

You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer commissions on terms that may differ from those contained in this agreement or operate or contract with web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in this profit sharing program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.