United Commissions Terms and Conditions
RANK DIGITAL SERVICES (GIBRALTAR) Limited's Affiliate Terms for United Commissions
Rank Digital Services (Gibraltar) Limited’s Affiliate Terms for United Commissions
Last Updated – 19 August 2022
1. Interpretation1.1. In these Conditions, the following definitions apply: RANK DIGITAL SERVICES (GIBRALTAR) LIMITED Suite 3, Second Floor ICOM House, 1/5 Irish Town Gibraltar GX11 1AA Registration No. 109659 Affiliate: the person, firm or company supplying the Affiliate Services. Affiliate Services: the advertising and promotional services performed by the Affiliate under this Contract. Applicable Laws: any and all relevant: (i) supranational, national, regional, local or municipal laws, by-laws, regulations, directives, decisions, rulings, policies, enactments or instruments (including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Gambling Act 2005, the Consumer Protection from Unfair Trading Regulations 2008, the Gambling (Licensing and Advertising) Act 2014 and the EC General Data Protection Regulation (EU) 2016/679), (ii) industry codes of practice (including the Gambling Industry Code for Socially Responsible Advertising) and/or (iii) codes of practice, policies and/or guidance of any relevant regulator (including the United Kingdom Gambling Commission (including the LCCP), the Alderney Gambling Control Commission, the Committee of Advertising Practice (including the CAP Affiliate Marketing Guidance), the Broadcast Committee of Advertising Practice, the Advertising Standards Authority and/or Ofcom); in each case which may from time to time be in force and relevant to any rights and obligations under this Contract. Business Day: a day other than a Saturday, Sunday or a public holiday in England or Gibraltar. Commencement Date: has the meaning set out in clause 2.2. Conditions: these terms and conditions as amended from time in accordance with clause 2.6. Confidential Information: any and all information whether recorded or supplied in permanent or transitory form relating to the business of either party that would be regarded as confidential by a reasonable business person and which has been, is now or is at any time after the date of the contract disclosed to or made available to the other which is of a technical, commercial or financial nature, including accounts, business or development plans, financial projection data, technical information (including but not limited to Third Party Content), licensing methods, know-how, formulae, processes, intellectual property rights, client/customer details or lists, actual or prospective sales contacts, photographs, drawings, specifications, software programs, samples and any information which relates to either party. Contract: the agreement between the Company and the Affiliate which expressly incorporates these Conditions. Commission: the payments due to the Affiliate from the Company under this Contract (which may comprise a percentage share of Total Revenue, a Fixed Payment or a CPA Payment, or any combination of the same) for the introduction of new Players Company: Rank Digital Services (Gibraltar) Limited, a company incorporated and registered in Gibraltar with company number 109659 and whose registered office is at Suite 3, Second Floor, Icom House, 1/5 Irish Town, GX11 1AA, Gibraltar Company Brands: all the brands of any Website and any website operated by a Group Company Company Brand Keywords: a a branded keyword, or a branded search, which includes the names of the Company (and/or a Group Company) and/or its business or brand. Company Materials: has the meaning given in clause 6.2 and shall include any other material given to the Affiliate by the Company from time to time. CPA Payment: a one-off fixed payment to the Affiliate in respect of each new Player that meets the criteria agreed between the parties, for example a first-time deposit. Default Commission Levels: the percentage share of Total Revenue set for Affiliates on registration which are:
First Time Deposit: When a Player puts their own money (deposits) in a bingo/casino/sportsbook account for the first time. Fixed Payment: Also known as a tenancy or flat fee payment. This is an agreed fixed price payment (usually monthly or yearly) between the Company and Affiliate for specific positioning on the Affiliate’s website (s) on the basis of a specified fee rather than on acquisition per new or existing Players. Group Company: any company owned and operated by The Rank Group Plc. Insertion Order: the document provided by the Company and agreed by the Affiliate detailing the key terms and commercials for each Affiliate including but not limited to: length of term and agreed source of traffic, payment plan and agreed brand promotion. Intellectual Property Rights: all patents, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database right, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. LCCP: the Licence Conditions and Codes of Practice issued by the United Kingdom Gambling Commission. KYC Document: a document provided by the Company to the Affiliate outlining all necessary information required from the Affiliate in order to comply with due diligence checks. Net Loss: a negative Net Revenue figure. Net Revenue: the amount wagered by a Player through the Website less a) Player winnings; b) charges levied by electronic payment organisations; (c) bad debts; (d) monies attributed to fraud; (e) returned stakes and void bets; (f) transactions which are reversed by instruction from the card-holder's bank (commonly referred to as “Chargebacks”); (g) the cost of credits, promotional plays or reward points provided to Players; (h) monies paid out in the form of mandatory betting duties (including remote gaming duty) or taxes or other mandatory statutory deductions or mandatory payments to licensing authorities; (i) amounts paid to platform operators; and (j) amounts charged for third party content featured on the Website(s). Player: any person who registers an account with the Company for a Website and subsequently wagers money having been referred to the Website by the Affiliate pursuant to the Affiliate Services but who is not an existing or former customer of the Company or any other Group Company Total Revenue: The complete revenue wagered by a Player through the website covering deposit and play across bingo, sports and casino. United Commissions: the Company’s Affiliate management site found at https://www.unitedcommissions.com/ in relation to the Websites; Website(s): means any website owned, hosted, operated and/or controlled by the Company, or 8Ball Games, including any tablet, mobile or app versions and any ‘white label’ website. 1.2. Any reference to a specific Applicable Law shall be construed as referring to that Applicable Law as may be amended, consolidated or replaced from time to time. 1.3. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding those terms. 1.4. The clause headings and sub-headings are for guidance and clarity only and shall not be binding on the parties in the event of any conflict with the provisions of the clauses. 2. The Contract2.1. By submitting an application to become an affiliate of the Company, the Affiliate makes an offer to the Company to be bound by this Contract. 2.2. The offer is deemed to be accepted at the time the Company expressly informs the Affiliate in writing or on the telephone that it has been accepted at which point and on which date the Contract shall come into existence (the “Commencement Date”). 2.3. The Company reserves the right to perform background checks and request information as set out in the KYC Document. 2.4. The Company reserves the right to refuse any application at its discretion and without giving reasons. 2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Affiliate seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6. These Conditions may be amended by the Company at any time. The amended Conditions shall be deemed to form a new Contract between the Affiliate and the Company and will supersede all previous terms and conditions. The Affiliate is deemed to have accepted the new Conditions if they continue to provide the Affiliate Services. 3. Responsible Gambling and Applicable Laws3.1 IT IS OF THE UPMOST IMPORTANCE TO THE COMPANY THAT THE AFFILIATE SERVICES ARE CARRIED OUT RESPONSIBLY AND IN COMPLIANCE WITH ALL APPLICABLE LAWS. 3.2. THE AFFILIATE THEREFORE AGREES TO CARRY OUT THE AFFILIATE SERVICES IN A SOCIALLY RESPONSIBLE MANNER AND IN STRICT COMPLIANCE WITH ALL APPLICABLE LAWS. 3.3. WITHOUT LIMITING THE ABOVE OBLIGATIONS IN ANY WAY, THE AFFILIATE SHALL: (A) COMPLY WITH THE LCCP AS IF IT WERE A LICENSEE OF THE UNITED KINGDOM GAMBLING COMMISSION AND ACT IN A MANNER THAT FULFILS THE LICENSING OBJECTIVES; (B) ENSURE THAT IT HAS THE APPROPRIATE, FREELY GIVEN, SPECIFIC, INFORMED AND UNAMBIGUOUS CONSENTS REQUIRED TO PROMOTE THE AFFILIATE SERVICES TO ANY INDIVIDUAL AND TO PROVIDE AT THE AFFILIATES’ COST COPIES OF ANY SUCH CONSENTS THAT THE COMPANY MAY REQUEST FROM TIME TO TIME; (C) NOT SEND SPAM EMAILS, TEXT MESSAGES, WHATSAPP MESSAGES, TELEGRAMS OR OTHER COMMUNICATIONS WHETHER ELECTRONIC OR OTHERWISE; (D) NOT ACTIVELY TARGET PERSONS UNDER THE AGE OF 18 OR PERSONS LOCATED OUTSIDE THE JURISDICTIONS PERMITTED ON THE COMPANY’S WEBSITE; (E) NOT PROMOTE THE AFFILIATE SERVICES TO ANY INDIVIDUAL ON ANY SUPPRESSION LIST SUPPLIED BY THE COMPANY FROM TIME TO TIME; (F) NOT OFFER THE AFFILIATE SERVICES ON WEBSITES PROVIDING UNAUTHORISED ACCESS TO COPYRIGHTED CONTENT OR ON THOSE KNOWN TO CONTAIN DEFAMATORY, DISCRIMINATORY, OBSCENE, UNLAWFUL, PORNOGRAPHIC OR OTHER SOCIALLY UNACCEPTABLE CONTENT AND TO USE MARKET LEADING IP INFRINGEMENT AND AD MONITORING SOFTWARE ACCORDINGLY; (G) NOT MISLEAD INDIVIDUALS IN ANY WAY (INCLUDING THE AFFILIATE HOLDING ITSELF OUT AS A TIPSTER OR MAKING FALSE ATTRIBUTIONS) AND TO ENSURE THAT IT IS CLEAR TO ANY INDIVIDUAL THAT THE AFFILIATE SERVICES AND ADVERTISING IS BEING PROMOTED BY THE AFFILIATE AND NOT BY THE COMPANY; (H) INCLUDE REFERENCE TO GAMBLEAWARE.CO.UK, “18+ ONLY” AND “TERMS AND CONDITIONS APPLY”, ENSURE THAT SIGNIFICANT TERMS, COMMITMENTS, LIMITATIONS AND QUALIFICATIONS ARE CLEARLY STATED AND ENSURE THAT THERE ARE APPROPRIATE OPT-OUTS FOR ALL AFFILIATE SERVICES; (I) NOT INCLUDE A CHILD OR YOUNG PERSON OR FEATURE ANYONE WHO SEEMS TO BE UNDER 25 IN ANY OF THE AFFILIATE SERVICES; AND (J) COMPLY WITH ALL GUIDANCE FROM THE COMPANY ON ALL REGULATORY AND BRAND PROTECTION MATTERS. IN PARTICULAR, THE COMPANY MAY AT ANY TIME 4. Further Affiliate Obligations4.1. For the duration of the Contract, the Affiliate warrants, represents and undertakes that it will: (A) COMPLY WITH ITS OBLIGATIONS UNDER THIS CONTRACT; (B) COMPLY WITH ANY GUIDELINES OR INSTRUCTIONS GIVEN TO IT BY THE COMPANY FROM TIME TO TIME; (C) HAVE AND MAINTAIN APPROPRIATE LIABILITY INSURANCE WITH A LIMIT OF COVER OF NOT LESS THAN £ 1,000,000 AND PROVIDE EVIDENCE OF THE SAME TO THE COMPANY ON REQUEST; (D) HAVE AN EFFECTIVE AND ENFORCED ZERO TOLERANCE POLICY TOWARDS MODERN SLAVERY AND HUMAN TRAFFICKING IN ITS BUSINESS AND SUPPLY CHAINS AND WILL IMMEDIATELY REPORT ANY INCIDENT TO THE COMPANY; (E) MARKET AND PROMOTE THE WEBSITE(S) WITH THE AIM OF INTRODUCING NEW PLAYERS TO THE COMPANY; (F) USE THE COMPANY MATERIALS SOLELY FOR THE PURPOSE OF PERFORMING THE AFFILIATE SERVICES; (G) UPDATE ALL RELEVANT OFFERS PROVIDED BY THE COMPANY WITHIN FIVE (5) BUSINESS DAYS OF RECEIVING THE SAME, FAILURE TO DO WILL PERMIT THE COMPANY TO TERMINATE THE CONTRACT. (H) KEEP ITS CONTACT DETAILS ON UNITED COMMISSIONS UP TO DATE AND CORRECT AT ALL TIMES; (I) REGISTER TO RECEIVE THE COMPANY'S NEWSLETTER FOR THE DURATION OF THE PROGRAM. SUCH REGISTRATION/SIGN UP NOT TO BE CANCELLED AT ANY TIME DURING THE PROGRAM. 4.2. The Affiliate warrants, undertakes and represents that it will not: (A) UNDERTAKE ANY ACTIVITY OR PUBLISH ANY MATERIAL (WHETHER ON ITS WEBSITE OR OTHERWISE) WHICH IS DEFAMATORY, DISCRIMINATORY, OBSCENE, UNLAWFUL OR WHICH IS SEXUALLY EXPLICIT, PORNOGRAPHIC OR OTHERWISE DISTASTEFUL; (B) OFFER OR AGREE TO GIVE ANY PERSON ANY GIFT OR OTHER CONSIDERATION WHICH COULD ACT AS AN INDUCEMENT OR REWARD FOR ANY ACT OR FAILURE TO ACT CONNECTED TO THIS CONTRACT; (C) USE METATAGS, CODE OR ANY OTHER MATERIALS WHICH INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (D) WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, USE ANY MATERIAL OTHER THAN THE COMPANY MATERIALS PROVIDED TO THE AFFILIATE AFTER 1 MAY 2020 FOR THE PURPOSES OF PERFORMING THE AFFILIATE SERVICES; (E) REGISTER AS A CUSTOMER OF THE COMPANY ITSELF OR PERMIT ANY EMPLOYEES, WORKERS, CONTRACTORS OR AGENTS OF IT TO REGISTER AS A CUSTOMER OF THE COMPANY; (F) HOLD ITSELF OUT (BY WAY OF ITS WEBSITE OR OTHERWISE) AS THE COMPANY AND/OR MAKE ANY REPRESENTATIONS ABOUT ANY SERVICES PROVIDED BY THE COMPANY UNLESS AUTHORISED BY THE COMPANY; (G) DO ANYTHING WHICH MAY GIVE RISE TO A RISK OF CONFUSION BETWEEN THE AFFILIATE AND THE COMPANY; (H) ENGAGE IN ANY PRACTICE WHICH MAY BE CONSIDERED DECEPTIVE, MALICIOUS, HARMFUL, INTRUSIVE OR A NUISANCE SUCH AS ALTERING BROWSER HOME PAGES WITHOUT INFORMED CONSENT, SUPPLYING OR DOWNLOADING SOFTWARE WHICH DOES NOT FUNCTION AS ADVERTISED, INSTALLING SOFTWARE COVERTLY OR USING MULTIPLE OR FORCED POP-UP SCREENS; (I) OTHER THAN AS CONTAINED IN THE COMPANY MATERIALS AND FOR THE PURPOSE OF PERFORMING THE AFFILIATE SERVICES, USE THE NAMES, LOGOS, TRADE MARKS, SLOGANS OR ANY OTHER INTELLECTUAL PROPERTY OWNED OR USED BY THE COMPANY; (J) CONDUCT ANY INNAPPROPRIATE USE OF SOFTWARE FOR THE AFFLILIATE’S FINANCIAL GAIN; (K) INTERFERE WITH PAID SEARCH OR USE THIRD PARTY KEYWORD ADVERTISING SYSTEMS; 4.3. The Affiliate will provide at its own cost such information to the commissions the Company, as the Company may require, in order to demonstrate the Affiliate’s compliance with the Conditions of this Contract and to assist with any reporting information before any administration and other regulatory obligations. The affiliate consents to the Company’s and the owner(s) or/and manager(s) of the Website(s) use of such information for these purposes and acknowledges that the Company has the right to withhold payment of any Commission if such information is not provided to the company’s satisfaction. 5. Pay Per Click (“PPC”) Campaigns5.1. Direct promotion of the Company brands’ via PPC advertising is not permitted. Negative Key Words 5.2. The Company does not permit the Affiliate to display adverts triggered by certain searched words. An up to date list of ‘negative keywords’ provided by the Company can be located here https://www.unitedcommissions.com/negative-keywords and will be updated from time to time. The Affiliate must add all Company Brand Keywords to their negative keywords list. If an Affiliate is found to be using the Company’s Brand Keywords, this may result in the Affiliates account being suspended or terminated. Facebook Campaigns 5.3. The Affiliate is not permitted to target the Company’s community pages or groups with advertisements. Email, SMS and Whatsapp Marketing Campaigns 5.4. The Affiliate is not permitted to send any form of communication containing any links or any business content relating to any of the Company’s Brands by way of Email, SMS or Whatsapp individual/ group messages. 6. The Company’s ObligationsProvision of Affiliate online account 6.1. As soon as reasonably possible, the Company will provide the Affiliate with a username and password which will enable the Affiliate to access the Affiliates online account. Provision of materials 6.2. The Company will use reasonable endeavours to provide the following materials to the Affiliate through the online account: (A) graphic content for use in banner ads; (B) details of promotions or offers that the Company is running and which may be promoted by the Affiliate; and (C) tracking code to be inserted by the Affiliate onto the Affiliate’s website. (the “Company Materials”). 6.3. The Company will use reasonable endeavours to provide statistical information relating to the Affiliate Services including the number of referrals and the Commission earned by the Affiliate. Software, Websites and Players 6.4. Whilst the Company endeavours to ensure that the Website(s) is fully operational at all times, it provides no warranties or representations as to the uptime, availability or functionality of the Website(s) and the Affiliate acknowledges that the Company may take the Website(s) down at any time and for any reason, including for routine or emergency maintenance. 6.5. The Company reserves the right to analyse and investigate fraudulent players and withhold payment for the duration of the investigation. 6.6. If a Player is found to be fraudulent, the related Affiliate’s Commission shall be voided. 7. Payment of Commission & CPA7.1. The Company will pay the Commission to the Affiliate. 7.2. Default Commission Levels can be negotiated with the Company. 7.3. Any of the conditions set out in this clause 6 may be varied by agreement between the parties. Calculation and payment 7.4. The Commission will be calculated on a monthly basis and will be paid by the 25th of the month after which the Commission accrued. 7.5. Commission payments to the Affiliate will be shown as “Rank Digital Services (Gibraltar) Limited”. 7.6. The Affiliate will be paid Commission for verified approved Players only. CPA Payment 7.7. CPA Payment will be made when the cumulative deposit amount and/or the minimum wager amount had been met, as outlined in the Affiliates Insertion Order. 7.8. The Company reserves the right to void the CPA Payment if the Player’s first deposit is more than six months from the date of registration. Negative Carryover 7.9. There will be no carry over of any Net Loss in any month. Method of payment 7.10. The method of payment shall be wire transfer for UK bank accounts. For non-UK bank accounts the method of payment shall be Skrill, or Neteller. The Company reserves the right to charge to the Affiliate any payment processing fees imposed by payment providers. Chargeback 7.11. Chargebacks shall be deducted from the Affiliate’s Commission as a result of Players non-payment, fraudulent payment method use, or on the grounds the Player’s payment transaction is revoked and for which a credit is given. Suspension for inactivity 7.12. IF THE AFFILIATE FAILS TO REFER ANY NEW PLAYERS TO THE CUSTOMER IN ANY SIX-MONTH PERIOD THEN, IN ADDITION TO ITS RIGHTS UNDER CLAUSE 10, THE COMPANY RESERVES THE RIGHT AT ITS DISCRETION, WITH GIVING WRITTEN NOTICE TO THE AFFILIATE, TO EITHER: (A) REDUCE FUTURE COMMISSION TO 5% OF NET REVENUE (OR SUCH OTHER FIGURE AS THE COMPANY MAY FROM TIME TO TIME DECIDE) UNTIL FURTHER NEW PLAYERS ARE INTRODUCED; OR (B) SUSPEND THE AFFILIATE’S ACCESS TO THE AFFILIATE’S ONLINE ACCOUNT AND FORFEIT FUTURE COMMISSION PAYMENTS, SUCH SUSPENSION AND FORFEITURE TO CONTINUE UNTIL THE COMPANY ELECTS OTHERWISE. Other payment provisions 7.13. THE COMPANY MAY WITHHOLD PAYMENT OF ANY COMMISSION IF IT HAS REASONABLE GROUNDS FOR BELIEVING THAT THE AFFILIATE HAS BREACHED ANY TERM OF THIS CONTRACT OR HAS ACTED DISHONESTLY. DISHONEST BEHAVIOUR MIGHT INCLUDE ENCOURAGING PERSONS TO REGISTER WITH THE COMPANY SOLELY FOR THE PURPOSE OF OBTAINING CPA PAYMENTS IN CIRCUMSTANCES WHERE THOSE PERSONS HAVE NO INTENTION TO DEPOSIT ANY MONEY WITH THE COMPANY. 7.14. The Company may also withhold payment of any Commission if it has reasonable grounds for believing that the payment of such Commission may cause the Company or the Affiliate to be in breach of any applicable laws, rules or regulations in any jurisdiction. 7.15. The Affiliate agrees to promptly repay to the Company on demand any monies already paid to it arising from any of the circumstances set out in clauses 7.13 and 7.14 together with all reasonable legal costs and other expenses incurred by the Company in investigating the matter and recovering any losses that it has suffered. 7.16. If an error is made in the calculation of any Commission, the Company reserves the right to correct such error and reclaim any overpayment made (and may reduce future payments which might otherwise be due accordingly). Except in the case of manifest error or fraud, the Company’s calculation of Commission shall be final. 7.17. All amounts payable by the Company under the Contract are inclusive of amounts in respect of value added tax chargeable at that time(“VAT”). 7.18. If the Company fails to pay any amount properly due and payable by it under the Contract, the Affiliate shall have the right to charge interest on the overdue amount at the rate of 3 per cent per annum above the base rate for the time being of NatWest Bank Plc. accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Company disputes in good faith. 7.19. The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Affiliate against any amount payable by the Company to the Affiliate under the Contract. 8. Intellectual PropertyIP remains owned by original party 8.1. Each party shall retain all Intellectual Property Rights in its own name, logos, slogans, trade marks and any other material that it currently uses or may use in the future. Grant of limited licence 8.2. The Company grants to the Affiliate a non-exclusive, revocable, royalty-free licence to use the Company Materials for the duration of this Contract solely for the purposes of performing the Affiliate Services. Except as provided in this Contract or by law, the Affiliate shall not be permitted to copy, modify or reverse engineer the Company Materials. No keyword bidding 8.3. The Affiliate agrees that it will not bid on any keywords or search terms used by internet search engines if the keyword or search term is identical to or a variant of or might possibly be confused with any trade marks, slogan or other intellectual property utilised by the Company. No domain name registration 8.4. The Affiliate will not buy or promote any domain which uses disallowed key terms. This includes any of the Company’s brands. Disallowed key terms also include related key terms, related brand names, or any expression that includes the words associated with or variation of the marketed terms. 9. Confidentiality9.1. Both parties shall keep secret any Confidential Information disclosed to the other whether in writing, electronically or orally concerning the disclosing party’s business or affairs as a result of negotiations prior to the date of or during this contract or performance of it. 9.2. Neither party shall disclose any of the other’s Confidential Information to any other person save those of its employees or agents who are involved in the Project and need to know the information. 9.3. Notwithstanding the provisions of this Clause 9, a party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and takes into account the reasonable requests of the other party in relation to the content of such disclosure. 9.4 Each party shall make its employees agents and sub-contractors (“Representatives”) aware of the nature of the other’s Confidential Information and take all necessary steps to ensure their compliance with this Clause. Each party acknowledges that it shall be responsible for compliance by its Representatives with the terms of this contract and shall be liable to the other party for any failure by its Representatives to hold any Confidential Information in accordance with this contract as if they were a party to it. 10. Indemnity10.1. THE AFFILIATE SHALL KEEP THE COMPANY INDEMNIFIED IN FULL AGAINST ALL COSTS, EXPENSES, DAMAGES AND LOSSES (WHETHER DIRECT OR INDIRECT), INCLUDING ANY INTEREST, FINES, LEGAL AND OTHER PROFESSIONAL FEES AND EXPENSES AWARDED AGAINST OR INCURRED OR PAID BY THE COMPANY AS A RESULT OF OR IN CONNECTION WITH: (A) ANY CLAIM or sanction MADE AGAINST or imposed on THE COMPANY BY Any THIRD PARTY or regulatory authority ARISING OUT OF, OR IN CONNECTION WITH, THE SUPPLY OF THE AFFILIATE SERVICES, TO THE EXTENT THAT SUCH CLAIM ARISES OUT OF THE BREACH OR NEGLIGENT PERFORMANCE OF THE CONTRACT BY THE AFFILIATE, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; AND (B) ANY CLAIM BROUGHT AGAINST THE COMPANY FOR ACTUAL OR ALLEGED INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, OR IN CONNECTION WITH THE AFFILIATE SERVICES (SAVE TO THE EXTENT THAT THE CLAIM HAS ARISEN DUE TO THE ACTS OR OMISSIONS OF THE COMPANY). 10.2. This clause 10 shall survive termination of the Contract. 11. Liability11.1. SAVE FOR ANY LIABILITY ARISING UNDER CLAUSE 11.1, neither party shall be liable to the other for any: (A) LOSS OF REVENUE OR PROFITS; (B) LOSS OF BUSINESS; (C) LOSS OF DATA; (D) LOSS OF GOODWILL; (E) WASTED MANAGEMENT OR OFFICE TIME; (F) SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS. WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. 12. TerminationContract can be terminated at any time 12.1. EITHER PARTY MAY TERMINATE THIS CONTRACT AT ANY TIME (AND WITHOUT NEEDING TO GIVE REASONS) BY SERVING NOTICE ON THE OTHER PARTY IN WRITING. What to do when the Contract ends 12.2. On termination of the Contract for any reason the Affiliate shall immediately cease providing the Affiliate Services and shall immediately, and in any event within 48 hours: (A) remove all Company Materials together with any other references to the Company; (B) destroy any electronically stored information that the Affiliate has been given by the Company (including any Company Materials that the Affiliate has downloaded); (C) destroy any hard copies of materials produced by the Affiliate for the purposes of performing the Affiliate Services; and (D) on request, certify to the Company that it has complied with the provisions of this clause. 13. GeneralForce majeure 13.1. Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. Assignment, subcontracting and change of ownership or control 13.2. The Affiliate shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company. The Affiliate is required to give written notice to the Company within seven days of any change of ownership or control of the Affiliate and shall provide the Company with any reasonably requested information in relation to the new owners or controllers. 13.3. The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. 13.4. Any notice or communication shall be deemed to have been duly received if delivered personally when left at the Company address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, on the day of transmission. 13.5. Clause 13.4 shall not apply to the service of any proceedings or other documents in any legal action. Waiver 13.6. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Severance 13.7. If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. 13.8. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. No partnership 13.9. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. Third parties 13.10. The Affiliate, the Company and 8Ball Games may enforce the terms of this Contract subject to and in accordance with this clause, this Contract and the Contracts (Rights of Third Parties) Act 1999. 13.11. Except as provided in clause 13.10, a person who is not a party to the Contract shall not have any rights under or in connection with it. Variation 13.12. Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Company. Governing Law and jurisdiction 13.13. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. |