IMPORTANT - READ
CAREFULLY BEFORE ACCEPTING THIS
AGREEMENT, THEN PRINT AND STORE ALONG WITH ALL CONFIRMATION EMAILS REFLECTING
YOUR TRACKERS, FEES AND PAYMENTS.
IF YOU DO NOT AGREE WITH THE
TERMS AND CONDITIONS YOU SHOULD NOT JOIN OUR AFFILIATE PROGRAM OR (IF YOU HAVE
ALREADY JOINED OUR AFFILIATE PROGRAM) EMAIL US AT firstname.lastname@example.org TO TERMINATE
THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS REGARDING OUR AFFILIATE PROGRAM OR
THESE TERMS AND CONDITIONS PLEASE CONTACT US AT THE SAME EMAIL ADDRESS.
This Affiliate Agreement together with
your Affiliate Sign Up Form www.mylotto.com and any other
guidelines or additional terms we provide to you via email or our Website
(together the "Agreement") contain the complete terms and
conditions that apply to your participation in the Mylotto online affiliate
program ("Affiliate Program"). Where used in this Agreement,
references to: (a) "you" "your" and/or "Affiliate"
mean the individual or entity which applied as the "BENEFICIARY"
for payment purposes on your sign up form as submitted at our Website ("Affiliate
Sign Up Form"), and (b) "Lottomatrix", "we", "our",
"us" means Lmatrix Limited.
This Agreement shall govern our
relationship with you in relation to the Affiliate Program for the Jackpot.com Website (as defined below) and
modifies, replaces and supersedes the previous Version of the Mylotto Affiliate
Program (to the extent that such version will exist from time to time).
When you indicate your
acceptance of these terms and conditions on the Affiliate Sign Up Form www.mylotto.com,
you agree to be bound by all the terms and conditions set out in this Agreement
(as amended or modified from time to time in accordance with Section 1.3
We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Any such modification will only take effect 7 days after the date of posting any updated version of the Agreement as stated above or sending any notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following such 7 day period will be deemed binding acceptance of the modification.
You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.
DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
"Account" means a uniquely assigned account that is created for a Player when he/she (a) successfully registers for the Services via a Tracker and (b) makes an initial deposit.
is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the fees and payments terms set forth in the Website (as may be changed from time to time by us in our sole discretion) or as otherwise pre-agreed in writing between you and the MyLotto Affiliate Team.
means the password-protected area of the Website that is accessible to you (by logging on with the security code that we assign you after you sign up as a participant in the Affiliate Program and associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, update your profile, create additional Trackers, select Banners and/or Text Links.
means deposits, revenues or traffic generated on the Services through illegal means or any other action committed to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes our intellectual property rights) and any activity which constitutes Fraud Traffic under Section 3.6 or Section 3.8 below.
means banners and text links (which includes Trackers that are made available by us on the Affiliate Section, that you may use to connect Players to our Services from your website and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.
means the words Jackpot, Jackpot.com, "MYLOTTO", Mylotto.com and any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of the Mylotto or Jackpot name and/or mark and any other name or mark owned from time to time by us or Jackpot.com Website, including any additional names and logos related to the Jackpot.com Website.
means any person who has opened an Account through your Tracker who has not held an Account with us before.
means any product or service provided to Players on the Jackpot.com Website.
"Spam" means any email or other electronic communication which you, directly or indirectly, send which markets, promotes or which otherwise refers to us, the Website, the Jackpot.com Website and/or our services from time to time, or which contains any Marketing Materials, Our Marks or Trackers and which breaches our Electronic Marketing Rules set forth in Section 5 below or otherwise breach any other applicable laws, rules, regulations and guidelines which apply to you and/or to us.
means the unique Tracking URL Codes that we provide exclusively to you, through which we track Players' and potential Players' activities and calculate Affiliate Fees.
means a unique hyperlink or other linking tool for referencing our Website or Services through which you refer potential Players. When the relevant Player opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.
means, the website located at the URL www.mylotto.com and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such website) and each of its related pages.
means, the website located at the URL www.jackpot.com and at any URL which we shall advise you will replace, or be added to, such URL from time to time and each of its related pages.
TERMS & CONDITIONS
Identity and Disclosure. You shall provide true and complete information to us when completing the Affiliate
Sign Up Form www.mylotto.com and promptly update such information if all or any part of it changes. You shall also provide us with such other information or due diligence documents as we may reasonably request from time to time, promptly following our initial request.
Marketing Activities and
Responsibilities. You shall market to and refer potential Players to the Jackpot.com Website. You will be solely liable for the content and manner of such marketing activities and you will ensure that all such marketing activities, including, without limitation, any content, images and information included in such marketing activities and any other actions that you may take, directly or indirectly, in connection with this Agreement, are professional, proper and lawful under applicable rules, regulations, guidelines (including, without limitation, guidelines applicable to marketing and advertising, consumer protection and privacy matters) and laws (including, without limitation, any laws relating to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. Without limiting the generality of the foregoing, You shall not, at any time, directly or indirectly, independently or through others, authorize, assist or encourage any third party to:
3.2.1. place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable;
3.2.2. develop and/or implement marketing and/or public relations strategies which target marketing of the Jackpot.com Website, us or other Services to any person who is less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), even if the age of majority in the location you are marketing is younger than 18 years old;
3.2.3. develop and/or implement marketing and/or public relations strategies which target marketing of the Jackpot.com Website, us or other Services which portray, condone or encourage gambling behavior that is socially irresponsible or could lead to financial, social or emotional harm, or conduct any type of marketing that promotes irresponsible gambling behavior such as to persons having economic constraints, limitations on the capacity to understand information, mental health issues, or showing indicators of problem gambling;
3.2.4. develop and/or implement marketing and/or public relations strategies which are misleading, pressure the player, trivialize gambling, portray gambling as indispensable or as a solution to problems, or encourages anti-social behavior;;
3.2.5. develop and/or implement marketing and/or public relations strategies which do not adhere to rules set out in the advertising codes and guidelines issued by authorities in jurisdictions where we are licensed;
3.2.6. place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium: (a) infringes any third party's rights, including intellectual property rights; (b) copies or resembles the Jackpot.com Website or any component thereof, in whole or in part; (c) disparages us or otherwise damages our goodwill or reputation in any way; or (d) frames any page of the Jackpot.com Website in whole or in part;
3.2.7. read, intercept, modify, record, redirect, interpret, fill in or otherwise use the contents of any electronic form or other materials submitted to us by any person (except for use thereof in our favor in connection with this Agreement);
3.2.8. in any way alter, redirect or in any way interfere with the operation or accessibility of the Jackpot.com Website or any page thereof;
3.2.9. register as a Player on behalf of any third party, or authorize or assist (save by promoting the Jackpot.com Website and Services in accordance with this Agreement) any other person to register as a Player;
3.2.10. take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the Website, the Jackpot.com Website, Our Services and/or Our Marks on which any functions or transactions are occurring;
3.2.11. post, serve or publish any advertisements, communications or promotional content promoting the Jackpot.com Website, our Services or Our Marks or around or in conjunction with the display of the Jackpot.com Website and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitial);
3.2.12. cause the Jackpot.com Website (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on banners or text links contained as part of any Marketing Materials;
3.2.13. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Program or with which we are otherwise engaged;
3.2.14. use any means to promote sites which resemble in any way the look and/or feel of the Jackpot.com Website whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Jackpot.com Website (or any part of the Jackpot.com Website);
3.2.16. attempt to communicate to Players whether directly or indirectly to solicit them to move to any online site not owned by us or for other purposes without our prior approval;
3.2.17. include the word "play" in any promotions, marketing materials or any other content provided to potential player, which relate to promotion of any lottery product, or include in any other products (other than lottery product), such as casino games and scratch cards, any images that include reference to alcohol or people under the age of 25 or appearing to be people with juvenile behavior in general, money in cash (e.g., coins, gold, bank related imagery) or implying success in a sexual way or luxurious way;
3.2.18. place digital advertisements on websites providing unauthorised access to copyrighted content; or
3.2.19. permit third parties with whom you contract to place digital advertisements on websites providing unauthorised access to copyrighted content.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or in any manner that fails to comply with any laws, rules, regulations or guidelines which apply to you and/or to us, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately by providing a written notice.
Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent and pursuant to the terms of such consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Website or otherwise from time to time and any applicable laws. Any customized promotional materials provided to you will be at your cost and deducted from any Affiliate Fees which may be due to you. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
Competitive Marketing. You shall not be entitled to market to potential Players (i) on any Internet site on which we promote the Jackpot.comWebsite; on any Internet search engine on which we promote the Jackpot.com
Website; and (iii) in any other manner which results in you competing with us in relation to the promotion of the Jackpot.com Website.
Non-Assignment. Trackers are for your sole use and are not assignable to others without our prior written consent.
Commercial Use Only. This marketing opportunity is for commercial use only. You shall not, directly or indirectly, register as a Player or make deposits to any Account through your Tracker(s) for your own personal use and/or the use of your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
Player Information. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, in our sole discretion. All data relating to the Players and any other players, including potential players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our prior express written instructions.
Trademarks and Domain Names. You acknowledge that Lottomatrix and/or its licencees, own all intellectual property rights comprised in any and all of the Marketing Materials, the Website, the Jackpot.com Website and Our Marks. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks or the look and feel of the Website, the Jackpot.com Website and/or Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, you may not register or use any of Our Marks in any part of any domain name. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of, Our Marks, and you hereby agree to transfer any such registration obtained by you to us immediately upon demand, for no consideration whatsoever. You further agree not to attack or otherwise challenge the ownership of and title to Our Marks in any way.
REPORTS & PAYMENTS
Reports. We will track and report Player activity for purposes of calculating your Affiliate Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. In addition, daily reports will be available online for you to view the relevant activity of the Players you refer, per Tracker.
Affiliate Fees. Unless otherwise agreed and subject to the terms of this Agreement and your full compliance with your obligations hereunder, Affiliate Fees accrued in any calendar month will be paid to you by the twentieth day of the following calendar month, after any deductions or set offs that we are entitled to make under this Agreement, provided however that the payment will be made only within fourteen (14) days as of the date on which you will approve in writing the Affiliate Fee and we will receive from you an invoice with respect to the approved amount..
Minimum Payment and Time of
Payment. Notwithstanding the foregoing, if for any calendar month the total amount due for all Trackers is less than or equal to EURO 50, due to the costs and resources involved in administering the program and processing payments hereunder, the balance will be carried over and added to the next month's Affiliate Fees until the total amount is more than EURO 50, provided however that in the event that the Affiliate Fees are paid to you via a bank transfer, then notwithstanding the foregoing, the minimum amount to be paid to you will be EURO 100 (instead of EURO 50 as stated above). Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against any amounts due in the following months.
Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Fees in respect of Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Fees in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Fees in respect of Fraud Traffic (as appropriate).
Method of Payment. All payments will be due and payable in EURO or such other currency as we will determine, from time to time. Payment will be made by wire transfer or any other method as we decide in our sole discretion; however we will use reasonable endeavors to accommodate your preferred payment method (if possible). Charges and taxes of any kind will be paid by you and we may (but we are not obligated to) deduct them from your Affiliate Fees. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your bank account.
Player Tracking and Active
You understand and agree that potential Players must link and make deposits using your Tracker in order for you to receive Affiliate Fees. In no event are we liable for your failure to use Trackers. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format as we deem fit.
Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received by us within thirty (30) days of us making available your monthly report and in the event that any dispute notice will not be received by us within such 30 day period, your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Furthermore, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Fees due for the month indicated. Notwithstanding the foregoing to the contrary, if any overpayment is made in the calculation of your Affiliate Fees we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
Money Laundering. You shall
comply with all applicable laws and any policy notified by us through our
Website or otherwise in relation to money laundering and/or the proceeds of
ELECTRONIC MARKETING RULES
If you plan to promote Jackpot.com Website through email marketing, then without derogating from any other obligations under this Agreement, your email practices must comply with the following:
You have clear, informed, unambiguous and specific consent from the proposed recipient(s) before you send any such communications. The consent must have been given to you freely by way of an opt-in consent mechanism. Any tick box must not be pre-populated;
The communication makes it clear that it is marketing Jackpot.com Website and/or Services;
If such communication includes any promotional offers (for example, the payment of free tickets to prospective players) or any promotional competitions or games, then the promotion, competition or game shall be clearly identified as such and any conditions which the prospective Player must meet in order to qualify for the promotion, competition or game are set out clearly and unambiguously in the communication;
You do not send any such communications to persons under the age of 18 or (if higher), the age of majority in the country of the proposed recipient(s) of any such communication;
You do not use any viral marketing techniques as part of your electronic marketing activities;
Any such communications only promotes us, our Services and/or by the Jackpot.com Website (and not any third parties, third party services and/or third party sites) and shall not include any content other than our Marketing Materials;
You include a true name in the communication (e.g. the "From" line of any email) and not a sales pitch or marketing message. Any such communication must clearly identify you as the sender of the communication and you shall not falsify or otherwise attempt to hide your identity;
You do not mislead the recipient(s) with regard to the content and purpose of the communication;
You provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication that is not more complicated for the player to action that the opt-in process;
The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least thirty days after sending the communication. You also include a physical business address in any such communication;
You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any person who indicates (by whatever means) that they do not wish to receive any further marketing communications;
You do not send any such communications to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications;
You must include the following notice, or similar wording in any email message or text or mobile communication:
"Please note that you have received this email from an affiliate marketer of Mylotto.com If you feel that you have received this email in error, been misled by this affiliate or your previous opt-out request was not honored by this affiliate, please immediately report this affiliate by forwarding this entire email message to Mylotto.com's SPAM HOTBOX at email@example.com.
Further, you are responsible for ensuring that your communications practices comply with all applicable laws, regulations, rules, directives and codes of practice, including, without limitation: (i) EU General Data Protection Regulation 2016/679 which regulates the processing by an individual, a company or an organization of personal data relating to individuals in the EU, and 2002/58 on Privacy and Electronic Communications and any applicable local enactments thereof in relation to electronic marketing in the European Union; and (ii) UK Gambling Act 2005 (including compliance with the three licensing objectives), LCCPs (and in particular those in respect of compliance with applicable ASA advertising requirements) and GDPR.
TERM AND TERMINATION
Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Sign Up Form www.mylotto.com and continue until terminated in accordance with the terms of this Agreement.
Termination By You. You may terminate this Agreement, with or without cause, immediately upon delivery of a written notice to us. In addition, you may cease marketing the
Website any time you want.
Termination By Us. We may terminate this Agreement, for any reason whatsoever, upon fifteen (15) days written notice to you. Further, we may terminate this Agreement immediately, without notice, if you breach this Agreement and do not cure within three (3) days of notice to cure.
We may terminate this Agreement if in our reasonable opinion, you have been directly or indirectly responsible for placing digital advertisements for the licensed activities on websites which allow unauthorised access to copyright material, as referred to in (3.2.14 and 3.2.15) above.
Automatic Termination without
This Agreement shall be deemed automatically terminated without notice where: (a) the total cumulative balance of Affiliate Fees due to you is less than EURO 50 for six (6) consecutive calendar months; or (b) you do not have any persons qualifying as Players in any one hundred and eighty (180) day period, or (c) in case of any material breach of this Agreement by you; it being understood that any breach of the provisions of Sections 3 and 5 shall be deemed as a material breach of the Agreement, or (d) any other circumstances which may jeopardize or otherwise adversely affect, in our sole discretion, any licence granted to the Company or any affiliate of the Company.
Effect of Termination. The following will apply upon termination of this Agreement: (a) you shall stop promoting the Jackpot.com Website and all rights and licences given to you under this Agreement will terminate immediately; (b) you shall return all confidential information and cease use of any of Our Marks and the Marketing Materials; (c) we may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for new Players who become Players following the termination of the Agreement; and (d) provided that we have paid or do pay you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums. In addition, in case of termination, We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR WEBSITE, THE JACKPOT.COM WEBSITE, OUR MARKS, THE MARKETING MATERIALS AND/OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE OR THE JACKPOT.COM WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS, AFFILIATES OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
Billing and Collection
We may, in our sole discretion, use any available means to block or restrict certain Players, deposits and/or play patterns and/or reject the applications of potential Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason, but we have no obligation to do so. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Website or Services or the Jackpot.com Website or any of their affiliates. Other than as expressly provided in this Agreement, in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and our aggregate liability under this Agreement shall not exceed the revenues generated and payable hereunder over the previous six months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
Indemnification. You shall defend, indemnify and hold us and our affiliates and our affiliates' officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising in connection with your breach of this Agreement. Without derogating from the generality of the foregoing, you hereby acknowledge that we are licensed by the Gambling Commission of Great Britain, and are thus subject to the Gambling Commission’s Licence Conditions and Codes of Practice (“the LCCP”) as well as other legal requirements that govern the manner in which it may operate and market and advertise its services. Therefore, you undertake to fully comply with these obligations referred to above, including when you are marketing the Jackpot.com Website. This shall include, but not be limited to, the following: (i) any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not market our Sites in a manner which is in violation of applicable UK laws, regulations, conditions and codes of conduct including those in respect of ASA and CMA requirements. If you are in doubt regarding the compliance of a particular marketing method or material – you must seek our prior written approval.
Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE JACKPOT.COM WEBSITE OR SERVICES.
You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you to us in connection with this Agreement is true and accurate; (iii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licences (which includes but is not limited to any approvals, permits and licences necessary from any applicable regulatory or governmental authority) required to enter this Agreement, perform your obligations under this Agreement or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign Up Form (or as subsequently updated by you to us in the event of change), and to us at firstname.lastname@example.org. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.
Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us or any of our affiliates under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Jackpot.com Website to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
Confidentiality and Non
As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure, business, activities and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required and provided that prior to such disclosure, you notified us in writing with respect to such requirement).
Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.
Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-licence or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee. We may assign any of our rights and/or obligations hereunder to any third party, by providing you a seven (7) day prior notice.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales
without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of England and Wales, for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you irrevocably waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
Severability. Whenever possible, each provision of this Agreement will 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 other provision hereof.
Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
Third Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.
This Agreement is Version 3, as released and posted on May 15th, 2018.
The parties agree that the following provisions are incorporated into this Affiliate Agreement.
"We" or "Our" shall mean Lottomatrix Operations Limited.
"Affiliate" or "You" shall mean the "BENEFICIARY" for payment purposes on your sign-up form as submitted at our Website.
Data Protection Legislation: (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; (iii) all applicable Law about the processing of personal data and privacy.
Data Protection Impact Assessment: an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer, Supervisory Authority take the meaning given in the GDPR.
Data Loss Event: any event that results, or may result, in unauthorised access to Personal Data held by you under the Principal Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of the Principal Agreement, including any Personal Data Breach.
Data Subject Access Request: a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.
DPA 2018: Data Protection Act 2018.
GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).
LED: Law Enforcement Directive (Directive (EU) 2016/680).
Protective Measures: appropriate technical and organizational measures which may include: pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of such measures adopted by it.
Principal Agreement: shall mean this Affiliate Agreement.
Sub-processor: any third party appointed to process Personal Data on behalf of us or the Affiliate.
The parties acknowledge that for the purposes of the Data Protection Legislation, Lottomatrix Operations is the Controller and you are the Processor. The only processing that you are authorised to do is described in the Principal Agreement.
You shall notify us immediately if you consider that any of our instructions infringe the Data Protection Legislation.
You shall provide all reasonable assistance to us in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at our discretion, include:
a) a systematic description of the envisaged processing operations and the purpose of the processing;
b) an assessment of the necessity and proportionality of the processing operations in relation to services performed under the Principal Agreement;
c) an assessment of the risks to the rights and freedoms of Data Subjects; and
d) the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data;
You shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:
a) process that Personal Data only in accordance with the Principal Agreement, unless you are required to do otherwise by Law, and in accordance with the Data Protection Legislation. If it is so required, you shall promptly notify us before processing the Personal Data unless prohibited by Law;
b) ensure that you have in place Protective Measures, which have been reviewed and approved by us as appropriate to protect against a Data Loss Event having taken account of the:
i) nature of the data to be protected;
ii) harm that might result from a Data Loss Event;
iii) state of technological development; and
iv) cost of implementing any measures;
c) ensure that:
i) Your Personnel do not process Personal Data except in accordance with the Principal Agreement;
ii) You take all reasonable steps to ensure the reliability and integrity of your Personnel who have access to the Personal Data and ensure that they:
A) are aware of and comply with your duties under this clause;
B) are subject to appropriate confidentiality undertakings with you or any Sub-processor;
C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by us or as otherwise permitted by the Principal Agreement; and
D) have undergone adequate training in the use, care, protection and handling of Personal Data.
d) not transfer Personal Data outside of the EU unless the prior written consent has been obtained from us and the following conditions are fulfilled:
i) appropriate safeguards have been provided in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by us;
ii) the Data Subject has enforceable rights and effective legal remedies;
iii) You comply with your obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist us in meeting our obligations); and
iv) You comply with any reasonable instructions notified to you in advance by us with respect to the processing of the Personal Data;
e) at the written direction from us, delete or return Personal Data (and any copies of it) to us on termination of the Principal Agreement unless you are required by Law to retain the Personal Data.
Subject to clause 1.6, you shall notify us immediately if you:
a) Receive a Data Subject Access Request (or purported Data Subject Access Request);
b) Receive a request to rectify, block or erase any Personal Data;
c) Receive any other request, complaint or communication relating to either party's obligations under the Data Protection Legislation;
d) Receive any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under the Principal Agreement;
e) receive a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or
f) becomes aware of a Data Loss Event.
Your obligation to notify under clause 1.5 shall include the provision of further information to us in phases, as details become available.
Taking into account the nature of the processing, you shall provide us with full assistance in relation to either party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 1.5 (and insofar as possible within the timescales reasonably required by us) including by promptly providing:
a) Us with full details and copies of the complaint, communication or request;
b) such assistance as is reasonably requested by us to enable us to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation (normally within a 30-day period);
c) Us with any Personal Data, at our request, that you hold in relation to a Data Subject;
d) assistance as requested by us following any Data Loss Event;
e) assistance as requested by us with respect to any request from the Office of the Information and Data Protection Commission or any other chosen Supervisory Authority, or any consultation by us with the Office of the Information and Data Protection Commission or any other chosen Supervisory Authority.
You shall maintain complete and accurate records and information to demonstrate compliance with the Principal Agreement. This requirement does not apply if you employ fewer than 250 staff, unless:
a) We determine that the processing is not occasional;
b) We determine that the consent for processing personal data obtained from data subjects is not compliant with the requirements sent out in the GDPR;
c) We suspect that the processing is unlawful;
d) We determine that the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and
e) We determine that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
You shall allow for audits of your Data Processing activity by us or our designated auditor.
You shall designate a data protection officer if required by the Data Protection Legislation.
Before allowing any Sub-processor to process any Personal Data related to this Agreement, you must:
a) notify us in writing of the intended Sub-processor and processing;
b) obtain the written consent from us;
c) enter into a written agreement with the Sub-processor which gives effect to the terms set out in this clause 1.11 such that they apply to the Sub-processor; and
d) provide us with such information regarding the Sub-processor as we may reasonably require.
You shall remain fully liable for all acts or omissions of any Sub-processor.
The parties agree to take account of any guidance issued by the Office of the Information and Data Protection Commission or any other chosen Supervisory Authority. We may on no less than 30 Working Days’ notice to you, amend this agreement to ensure that it complies with any guidance issued by the Office of the Information and Data Protection Commission or any other chosen Supervisory Authority.