b) Unibet may change all or any part of this Agreement at any time(even without prior notice to the contracting party). Notice will be given by message to the contracting party’s email address and will be deemed to be served immediately when sent by Unibet or by pop-up message when the affiliate logs into the affiliate platform – whichever occurs sooner. If the Affiliate does not agree to the changes the Affiliate should terminate this Agreement in accordance with its terms. The Affiliate’s continued participation in Unibet’s affiliate program after Unibet have posted the changes will constitute binding acceptance of such changes.
“Gross Revenue” means the value of the revenues generated by all players referred by the Affiliate across all products; e.g. in sportsbook or casino, the Gross Revenue would be equal to all (settled) bets less wins and in poker the Gross Revenue would be the “rake” (i.e. the amount that is charged on each qualified pot in cash ring games and/or the fees charged to players to compete in poker tournaments). For the avoidance of doubt; any bet that is not accepted for a legitimate reason, in the sole discretion of Unibet, (e.g. player’s bad debts) shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue.
“Intellectual Property Rights” means any rights in computer software (including source codes), rights in databases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.
· has created a new Unibet player account, registering directly after have been led by his last click/refer from the Affiliate Site or Advertising Space to one of Unibet’s websites: a customer will be tagged to the last affiliate who referred him to Unibet;
· has made, in accordance with the existing terms and conditions, as varied from time to time, which the Customer has accepted, a first minimum deposit with Unibet, and which deposit is used for bona fide transactions with an ultimate aim to establish and enter into a normal commercial relationship with Unibet within the framework of the Business (the customer registration and the first deposit do not have to be simultaneous);
· is not already in Unibet’s customer Database, even if the customer has previously closed his Unibet player account and opened a new one coming through the Affiliate.
The above conditions are cumulative.
As well as Unibet’s other companies including Maria, MariaBingo, MariaCasino and MariaPoker. The contractual party in this Agreement, notably for payment, invoicing and other financial purposes, is and remains solely Unibet (London) Ltd.
2. GENERAL SCOPE AND OBJECT
2.1 Unibet requires third party advertising space to promote its Brand and increase its Business, notably via increasing the number of New Depositors, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Unibet uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical Platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Unibet (London) Ltd is and remains exclusively responsible for the proper execution of the Agreement.
2.2 Unibet expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary from time to time. Thus, the Affiliate acknowledges that - should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met - it may not enter into this agreement and shall, consequently, also not be entitled to post the link on its website. Should any harm or loss whatsoever arise for Unibet or the Affiliate due to the Affiliate’s disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable for such disadvantages and shall hold Unibet harmless and full indemnify it for any such liability incurred by Unibet.
2.3 The Affiliate further confirms that it operates the website, where the affiliate link will be placed, under its own name and that it is fully and without restrictions authorised to dispose thereof.
2.4 Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of this Agreement and will have no right of recourse against the other Party in respect thereof.
3.1 Upon conclusion of the Agreement, a unique player tracking code (often in the form of a URL) is assigned to the Affiliate, and the Affiliate is integrated in the Technical Platform. By means of the player tracking code New Depositors acquired via the link on the Affiliate's website and the bets placed during such sessions are registered and/or can be further tracked.
3.2 The tracking of a player is to his player account, not to the player himself. As a consequence, if a New Depositor creates a new player account by signing up to:
· a different brand within the Unibet group, or
· a new domain due to licensed market regulations, provided that Unibet was not authorised to “migrate” the players accounts to the new domain,
the new player account will not necessarily be linked to the Affiliate.
3.3 The preparation of additional advertising material relating to Unibet is only permissible with Unibet’s consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by Unibet.
3.4 A change of the URL address of the Affiliate Site shall not constitute a change to the Agreement and shall not affect the rights and obligations of the Affiliate arising from this agreement.
3.5 Ensuring that the correct player tracking code , (i.e. the unique tracking code that the Affiliate can pull from the Affiliate platform), is utilised correctly is the responsibility of the Affiliate.
4.1 Throughout the Term, the Affiliate shall prominently incorporate and continuously display the most up to date Links provided to the Affiliate by Unibet on all pages of the Affiliate Site in a manner and location agreed between the Affiliate and Unibet and the Affiliate shall not alter the form, location or operation of the Links without Unibet's prior consent.
4.2 The Affiliate agrees to give Unibet the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
4.3 The Affiliate shall ensure that the Affiliate does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.
4.4 In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain Unibet's written consent.
4.5 Unibet has the right to monitor the Affiliate Site to ensure the Affiliate are complying with the terms of this Agreement and the Affiliate shall provide Unibet with all data and information (including passwords) to enable Unibet to perform such monitoring at no charge.
4.6 The Affiliate may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of Unibet's trademarks or otherwise include the word "Unibet" or variations thereof in the “domain name”, (i.e. after any prefixes but before the top level domain suffix), or include metatags on the Affiliate Site which are identical or similar to any of Unibet's trademarks.
4.7 Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of Net Revenue or any Fees (or any other remuneration from Unibet) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child or sibling.
4.8 The Affiliate shall indemnify on demand and hold harmless Unibet from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Unibet in consequence of any breach by the Affiliate of this Agreement.
4.9 The Affiliate shall not:
4.9.1 directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Affiliate Site to access the Unibet Site (e.g. by implementing any "rewards" program for persons or entities who use the Links on the Affiliate Site to access the Unibet Site);
4.9.2 read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Unibet by any person or entity;
4.9.3 in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Unibet Site;
4.9.4 engage in transactions of any kind on the Unibet Site on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
4.9.5 take any action that could reasonably cause any end user confusion as to Unibet’s relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
4.9.6 other than providing the Links on the Affiliate Site in accordance with this Agreement and any promotion contemplated by Clause 4.10, post or serve any advertisements or promotional content promoting the Unibet Site;
4.9.7 post or serve any advertisements or promotional content promoting the Unibet Site or otherwise around or in conjunction with the display of the Unibet Site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action;
4.9.8 attempt to artificially increase monies payable to the Affiliate by Unibet;
4.9.9 cause the Unibet Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in Unibet's affiliate program.
4.9.10 register more than one Affiliate account with the Unibet Affiliate program. If any exception is to be made, it must be confirmed in writing by the Head of the Affiliate program.
4.9.11 use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Depositors to the Unibet Site.
4.9.12 be under eighteen (18) years of age; and he/she is obliged to provide Unibet upon simple request at any time a copy of his/her ID and billing address if needed. Unibet reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at Unibet’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.
4.9.13 fail to keep its website content compliant with any content and phrasing obligations and/or restrictions imposed on Unibet by third party suppliers (e.g. a poker software provider for Unibet has forbidden Unibet’s Affiliates from marketing Unibet’s Poker Loyalty Scheme as anything higher than “30% RakeBack”). If a licence to use such a phrase has been granted by Unibet and/or the software provider for a limited time, then the Affiliate must make an appropriate update to their site on the expiry date of the said licence. In the event that the Affiliate, for any reason, does not have knowledge of the expiry date of any such licence, the affiliate must have updated their website within 2 business days of notification to the email listed in their Affiliate account.
4.9.14 apply for a new affiliate account if they have previously had an account closed due to breach of the Unibet Affiliate Program Terms and Conditions without disclosing that they previously have had an affiliate account with the program.
4.9.15 incentivise, or indicate how, sports betting arbitrage could be used at Unibet and/or other betting options that statistically prevent the spirit of the affiliate partnership from being profitable for both parties.
4.9.16 promote Unibet and/or create pages using Unibet brand in any social media (such as, but not limited to, Facebook, Google +, Twitter…).
4.9.17 claim a commission on a new Affiliate account created by an Affiliate who simultaneously has another Affiliate account in the Unibet Affiliate program.
4.10 If Unibet determines, in its sole discretion, that the Affiliate has engaged in any of the foregoing activities, or Unibet detects any doubtful betting patterns, suggestive of any unlawful activity, or a breach of any obligation of the Affiliate under this Agreement - including, but not limited to, patterns that suggest that the referred player(s) in question is benefiting from money back or incentives from the Affiliate to compensate for their losses; and/or a consistently low number of referred players is active on the site; and/or 50% or in relation to Sportsbook or live casino, more of the total stakes in any monthly period is being bet on a single outcome by all referred players (such as arbitrage, including arbitrage in a team format – where “safe bet” calculations have been given to players by their Affiliate) -, Unibet shall:
· have the right to suspend any payment due to the Affiliate while Unibet investigates any suspected breach, and/or
· have the right to alter the commission structure (notably by carrying negative revenue from a month to another), and/or
· have the right to withhold payment of any commission due to the Affiliate that has been derived from the purported breach, and/or
· have the right to retain on the Commission until the debt is settled or invoice the cost incurred by a breach to clause 4.9.13 by the Affiliate, and/or
· have the right to terminate the contract immediately, and/or
· pay to the Affiliate all money owed if the investigation made by Unibet leads to conclude that no breach of the Agreement has occurred.
The bringing into play of one or several of the above measures will be without prejudice to any other rights, remedies, legal actions or compensations available for Unibet.
When the alteration of the commission structure will be notified to the Affiliate, he will have the possibility to terminate the Agreement within 7 days. If the Affiliate does not terminate the Agreement, he will be deemed to have accepted the alteration of the commission structure.
4.11 If the Affiliate contacts any of the Affiliate’s users to promote the Unibet Site or the Links, the Affiliate shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Unibet and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not Unibet.
4.12 The Affiliate shall at all times comply with the Data Protection Act (Chapter 440 of the Laws of Malta) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation.
5. UNIBET API
5.1 In case the Affiliate is granted by Unibet the possibility to use Unibet API in order to obtain feed for advertising banners the affiliate can use on its website to promote Unibet, the Affiliate guarantees not to:
5.2 The Affiliate understands and acknowledges that the Unibet API is a Beta version, that can contain some bugs or technical failure. Unibet shall not be responsible for any bug, virus, technical failure, loss of data, damage caused to the material of the Affiliate, total or partial availability of the Unibet API, nor for any error occurring on the Unibet API platform or on the Affiliate’s website.
6.1 Unibet shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.
6.2 Subject to the Affiliate complying with Unibet's instructions with regard to tracking of New Depositors accessing the Unibet Site via the Links on the Affiliate Site, Unibet shall use its reasonable endeavours to ensure that whenever a New Depositor links to the Unibet Site through the Links on the Affiliate Site and they subsequently place a bet with Unibet, the relevant New Depositor is identified as originating from the Affiliate Site. However, Unibet shall not be liable to the Affiliate in any way if Unibet is unable to identify a New Depositor as originating from the Affiliate Site, neither in the situation described in clause 3.2.
6.3 Unibet shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within the group of companies containing Unibet.
6.4 Unibet shall have the discretional right to accept or decline any offer to execute the Unibet General Affiliate Marketing Agreement. In the event Unibet declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.
6.5 Unibet shall develop and make available to the Affiliates advertising material for the advertising space of the Affiliate (Unibet Contents).
6.6 Unibet shall have the discretional right to select a suitable Technical Platform, including without limitation NetRefer and/or similar technologies.
7. COMMISSION, PAYMENT AND PAYMENT TERMS
7.1 The Affiliate in the Unibet Affiliate Network shall be entitled to receive, on a monthly basis an amount based on a percentage (to be agreed upon between the parties) of the Net Revenue ("Commission").
7.2 The Affiliate shall be entitled to receive the Commission exclusively for New Depositors. The Affiliate shall be entitled to receive the Commission for each New Depositor for a lifetime value from the date of the first deposit made by the New Depositors, except in the event of a termination of the Agreement and in the situation described in clause 3.2.
7.3 To receive commission based on a percentage of the Net Revenue of their Sub-Affiliate, the Affiliate shall register the Sub-affiliate through the Unibet Affiliate program. The Affiliate is individually responsible for registering their Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Unibet Affiliate Network nor can the Affiliate claim a commission on a new Affiliate account created by an Affiliate who simultaneously has another Affiliate account in the Unibet Affiliate program. The Affiliate shall ensure that the Sub-affiliate complies with these terms and conditions by making it aware of them before it enters into any arrangement with the Affiliate in relation to this agreement. The Affiliate undertakes not to use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 10% of his Sub-Affiliate’s commission.
At the sole discretion of Unibet, the Head of the Affiliate Program may, without prejudice to any other rights or remedies available to Unibet, choose to deal with Sub-Affiliate account fraud, i.e. failure to comply with the forgoing rules by:
· merging duplicated accounts and/or
· apply the original reward plan to the players from the secondary Affiliate account and/or
· sever the link between the master Affiliate & Sub-Affiliate and/or
· terminate the Affiliate agreement for either affiliate.
7.4 Unibet shall provide the Affiliate with statements accessible through the Affiliate’s Unibet Affiliate Account at http://www.unibetaffiliates.com detailing the number of New Depositors and the Affiliate’s share of Net Revenue, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Unibet shall record the Affiliate’s total share of Net Revenue, if any, during the previous calendar month ("Commission"). If a Revenue Share does not exceed 100 Euros or similar, Unibet shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 100 Euros or similar.
7.7 It is understood and agreed that Affiliate has at any time secured real time access to the Technical Platform, always provided that Unibet does not object such access for duly motivated reasons, such as network and IT maintenance and/or security threats. Affiliate understands and accepts that the real time data of the Technical Platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall Unibet provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Net Revenue and the commissions of each Affiliate.
7.8 Affiliate understands and accepts that access to the Unibet Technical Platform, including without limitation the NetRefer back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).
7.9 In order to help fraud controls regarding affiliate accounts, Unibet reserves the possibility to:
· request at any moment a proof of the Affiliate’s identity, and/or valid place of residence, and/or bank details,
· retain any payment owed to the Affiliate until the requested documents have been provided by the Affiliate and Unibet’s verification has led to the conclusion of no existing fraud.
7.10 All payments to Affiliate shall be made by a Payment Agent appointed by Unibet. Both Parties agree and acknowledge that Unibet may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided Unibet (London) Ltd is and remains exclusively responsible for payment of any amounts due.
7.11 All payments required to be made under this Agreement shall be made in GBP or Euros. The applicable exchange rate, if any, shall be the ones from time to time used by Unibet for internal Group reconciliation purposes, as for currently reported by OANDA (http://www.oanda.com) a registered Futures Commission Merchant (FCM) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association (NFA ID #0325821).
7.12 Affiliate commissions that do not require VAT to be added are processed automatically through the NetRefer technical platform without the need for the Affiliate to raise an invoice. Payments shall be made approximately between the 10th and 15th in the following calendar month. If the Affiliate is registered for VAT or wishes for VAT to be added to the monthly commission, it shall invoice Unibet before the 5th day of the month following the month for which the commission is to be paid. Failure to submit a valid invoice by this date will result in possible delay of payment to the following month. The invoice shall mention the “PO number” provided by their affiliate manager, and be addressed by email to ULL_invoices@unibet.com. For all services provided to Unibet from the 1st of March 2013, the Affiliate shall invoice Unibet Services Limited instead of Unibet (London) Limited, and send invoices e-mail to USL_invoices@unibet.com.
7.13 In the calculation of Net Revenue, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses etc, the said balance will be carried over to the next month, unless the deal has been adjusted to a no negative carry over reward plan which must be approved by the Head of the Affiliate program – in which case, any negative Net Revenue will be set to zero at the beginning of each month. Negative carry over is not intended to be applied to any deal retroactively and will be part of the standard reward plan for Affiliates who sign up to the Affiliate program after 05th September 2011.
7.14 The Affiliate is responsible to ensure the accuracy of the payment details in its Affiliate account. Any payment made to accounts listed in the Affiliate account will be considered as payment made by Unibet. Any cost incurred by Unibet owing to incorrect payment details provided by the Affiliate will be deducted from the commission due to the Affiliate in the next monthly payment cycle in which there is a payment owing to the affiliate.
7.15 If for any reason the Affiliate has been paid an incorrect amount, (e.g. the Affiliate’s commission on the Net Revenue for a calendar month had already been calculated by including a failed sports bet, or the like, before Unibet was able to update the affiliate platform from where Net Revenue is displayed and Affiliate commissions calculated), then without prejudice to any other rights, Unibet reserves the right to deduct the corresponding amount of overpayment to the Affiliate from the following month’s commission, and each month thereafter, until the debt is repaid in full OR add the Net Revenue difference to a proceeding month.
7.16 If there is a valid payment owing to an Affiliate for a period of five years or more due to a result of any or all of the following, incorrect payment details, missing payment details, invalid or no-longer valid payment details, and the Affiliate has not responded to all reasonable contact attempts from Unibet on the topic of their payment details, then the payment will be cancelled.
7.17 Fast Poker: For the game Fast Poker, as an exception to the Commission Plan offered by Unibet on www.unibetaffiliate.com website, the Affiliate’s commission is capped at 15 % of the Net Revenue, unless a special promotion is offered by Unibet, or a special written agreement has been signed between the Affiliate and Unibet.
8. INTELLECTUAL PROPERTY
8.1 Nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of this Agreement.
8.2 All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Unibet, and Affiliate shall have absolutely no rights therein.
8.3 Unibet grants the Affiliate a non-exclusive and worldwide right to display the Unibet Brand features and related content (the "Unibet Content") during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in this Agreement and in accordance with Unibet' guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Unibet to its New Depositors from time to time shall remain the property of Unibet. The Affiliate is not permitted to use the Unibet Content in any way that is detrimental to Unibet or the reputation or goodwill of Unibet. The Affiliate is not permitted to alter or modify in any way the Unibet Content without the express prior written consent of Unibet.
8.4 In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Unibet's trademarks or otherwise include the word "Unibet" or variations which are identical or confusingly similar to any of Unibet's trademarks.
8.5 The Parties agree that the right mentioned in Clause 7.3 is non-transferable and terminable at any time at the instance of Unibet.
8.6 The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Unibet Site, nor will the Affiliate create the impression that the Affiliate Site is the Unibet Site (or any part thereof).
8.7 Upon termination of this Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in this Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Unibet Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Unibet proprietary information, materials or works.
9.1 Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
9.2 Each party to this Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3 and all applicable laws and regulations.
9.3 The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights and shall not link to any such material.
9.4 The Affiliate warrants that it shall at all times comply with the provisions of the Data Protection Act (Chapter 440 of the Laws of Malta), the Privacy and Electronic Communications (EC Directive) Regulations 2003, Directive 2009/136/EC on Electronic Communications and any other related legislation and the Affiliate shall indemnify on demand and hold harmless Unibet from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Unibet in consequence of any breach by the Affiliate of this warranty.
9.5 Unibet is associated with companies working for the prevention of gambling addiction (such as Gamaid, SOS Joueurs…). The affiliate should provide all the information to fight the dependence on game. The affiliate should place links directed to the aforementioned sites.
9.6 Avoid the access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.
9.7 The Affiliate acknowledges and accepts:
9.7.1 Unibet's adherence to the EGBA standards and its responsible gaming and betting policy,
9.7.2 his obligation to comply with said standards and policy (Standards available online: http://www.egba.eu/en/consumers/standards
Unibet makes no representation that the operation of the Unibet Site will be uninterrupted or error-free and Unibet will not be liable for the consequences of any interruptions or errors.
The Affiliate (the "Indemnifying Party") shall indemnify on demand and hold harmless Unibet and each of its associates, officers, directors, employees, agents, shareholders and partners (the "Indemnified Party") from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non-performance or non-observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Agreement.
12.1 Nothing in this Clause shall limit Unibet's liability resulting from wilful misconduct.
12.2 Unibet shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
12.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
12.2.2 any loss of goodwill or reputation; or
12.2.3 any indirect or consequential losses
in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or any other matter under this Agreement.
12.3 The liability of Unibet shall not, in any event, exceed the sum of the total monies paid by Unibet to the Affiliate over the 12 months period preceding the date on which such liability accrued.
13. CLOSURE OF A MARKET
The Agreement shall be considered as automatically terminated if Unibet has to re-enter a market with a different platform / URL extension, and cannot migrate its existing database of customers.
14. TERM AND EVENTS OF DEFAULT
14.1 This Agreement shall start on the date that Unibet notifies the Affiliate that its application has been successful in accordance with Clause 4. This Agreement shall continue thereafter unless and until terminated in accordance with Clauses 13.2, 13.3 and 13.5 (hereinafter the "Term).
14.2 Notwithstanding Clause 13.1, Unibet may bring the Term to an end with immediate effect by written notice to the Affiliate if:
14.2.1 the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
14.2.2 the Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
14.2.3 the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner.
14.3 Notwithstanding Clauses 13.1 and 13.2 Unibet may unilaterally terminate this Agreement on delivery of two weeks' prior written notice to the other party, and without giving any reason therefore.
14.4 Unibet shall forthwith give notice in writing to the other party of any event within clause 13.2.2 which occurs during the Term and which would entitle Unibet to bring the Term to an end.
14.5 The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 8, 9, 11, 13, 14.5, and 15, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.
15.1 Unless otherwise provided for, this Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
15.2 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
15.3 The Affiliate shall not without the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
15.4 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
15.5 Any notice given or made under this Agreement to Unibet shall be by email to (email) and marked for the attention of Affiliates Manager (or as otherwise notified by Unibet hereunder). Unibet shall send the Affiliate any notices given or made under this Agreement to the email address supplied on the Affiliate’s application form or such other email address as notified by the Affiliate to Unibet. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00a.m. on a Work Day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a Work Day, or on any day which is not a Work Day, the notice shall be deemed to have been received at 9.00a.m. on the next Work Day. "Work Day" shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Malta.
15.6 Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
15.7 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.8 Neither party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
15.9 The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of Malta . Each party irrevocably submits to the Malta Arbitration Centre, Valletta over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.
Should one of the contractual provisions be or become ineffective, said ineffective provision will be replaced by one which shall come as close as possible to the commercial purpose of the void agreement. All other stipulations of the agreement shall continue in full force and effect.
The Terms & Conditions were last updated on 05.02.2013