KINDRED AFFILIATES PROGRAM (US) AGREEMENT
1.1. The Company requires third party advertising space to promote the Brand to increase its business, notably via increasing the number of New Depositing Customers, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event the Company 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), the Company is and remains exclusively responsible for the execution of the Agreement.
1.2. The Company has set itself, and in some markets it is bound by, the following three objectives when promoting its services and the Brand to customers.
1.2.1 The Company wishes to prevent gambling from being a source of crime and or disorder, being associated with crime or disorder and/or being used to support crime;
1.2.2 The Company wishes to ensure that gambling is conducted in a fair and open way; and
1.2.3 The Company intends to protect children and vulnerable persons from being harmed and/or exploited by gambling.
1.3 The Affiliate acknowledges that it will respect the above objectives and agrees that it will act at all times in a manner that is consistent with these objectives during the Term of this Agreement.
1.4. The Affiliate acknowledges that gambling is subject to applicable laws and regulations, including Gaming Laws. Accordingly:
1.4.1 The Affiliate acknowledges the Company holds a gambling licence in multiples states and is subject to such states’ local laws and regulations that relate to promotion of gambling and specifically promoting gambling and soliciting bets. In some countries where the Company holds a licence and promotes gambling using the Affiliate, the Affiliate acknowledges that it may be jointly responsible with the Company to the local gambling or advertising authority for any promotion or advertising done on behalf of the Company that is not in compliance with the local laws and regulations.
1.4.2 The Affiliate warrants to Company that it will, and will ensure that each of its Sub-Affiliates will, at all times during the Term hold, maintain and comply with the appropriate Gaming Approvals, and will otherwise comply with all applicable laws, including the Gaming Laws, with respect to its obligations and activities hereunder. The Affiliate shall obtain any required Gaming Approvals at its sole cost and expense.
1.4.3 The Affiliate agrees to (and shall ensure that its Sub-Affiliates shall) cooperate with requests, inquiries, or investigations of any Governmental Entity or law enforcement agencies which may be directed at Company in connection with the Affiliate’s obligations and activities hereunder.
1.4.4 The Affiliate agrees to cooperate with Company, if requested, to undergo a background investigation to comply with Company’s compliance policies and to cooperate with Company throughout the Term to establish and maintain the Affiliate’s suitability. During the Term, to the extent that any prior disclosure becomes inaccurate, including the initiation of any criminal proceeding or any civil or administrative proceeding or process with alleges any violations of law, involving the Affiliate or any Sub-Affiliate or any of the Affiliate’s or Sub-Affiliate’s owners or key principals, the Affiliate shall disclose the information to Company within ten (10) days from that event. The Affiliate agrees to comply with any background investigation conducted in connection with the disclosure of this updated information.
1.4.5 If a Gaming Issue occurs, Company may immediately terminate this Agreement upon written notice to the Affiliate, provided however, that where such Gaming Issue is curable, such as where the Affiliate can modify its planned actions to avoid violating an applicable law, or where an opportunity to explain an issue to a Governmental Entity or to agree to conditions imposed by a Governmental Entity may eliminate the Gaming Issue, Company shall give the Affiliate notice of the Gaming Issue and a reasonable opportunity to cure the Gaming Issue, not to exceed sixty (60) days, unless a Governmental Entity directs or advises Company to terminate this Agreement sooner. Notwithstanding anything to the contrary herein, in the event of termination of this Agreement pursuant to this subsection, Company shall have no further liability to Affiliate under this Agreement.
1.5. The Affiliate further acknowledges that promoting or soliciting bets is subject to legal restrictions in some countries and may even be prohibited. Such restrictions may vary from time to time. The Affiliate shall not enter into this Agreement if it targets any markets where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. The Affiliate shall be exclusively liable for such actions and shall hold the Company harmless and shall fully indemnify the Company for any liability incurred by the Company If it doesn’t comply with the provision above.1.6. The Affiliate further confirms that it operates the Site, where the Content will be placed, under its own name and that it is fully and without restrictions authorised to dispose thereof.
1.7 The Affiliate acknowledges reception of the following notice:
Important Information About Procedures for Opening a New Account:
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
What this means for you:
When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.
1.8. 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 under this Agreement and will have no right of recourse against the other Party in respect thereof.
2.1. Upon the Affiliate’s successful application to join the Program, a unique tracking code (often in the form of a URL) is assigned to the Affiliate so that the Affiliate is integrated in the Technical Platform. This tracking code will identify any New Customers referred by the Affiliate. It is the Affiliate’s responsibility to ensure that any tracking code generated by the Technical Platform is used correctly.
2.2. Any additional advertising material (of any kind whatsoever) created by the Affiliate and related to the Company shall require the Company’s prior written approval.
2.3. Subject to article 3.6 of this Agreement, a change to the URL 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.
3.1. During the Term of this Agreement, the Affiliate shall use its reasonable endeavours to display the most up to date Content on the Affiliate Site in a manner and location agreed by the Parties. The Affiliate shall not alter the form or operation of the Content.
At all times the Affiliate agrees to be bound by the Company’s Affiliates Advertising Guidelines which can be found at Appendix A to this Agreement.
For the avoidance of doubt, Appendix A and the Company’s Affiliate Advertising Guidelines contained within it form part of this Agreement.
3.2 The Affiliate shall perform its obligations under the Agreement with good faith.
3.3. The Affiliate agrees to give the Company reasonable assistance in respect of the display, access to, transmission and maintenance of the Content.
3.4. The Affiliate shall ensure that it does not place any Content on pages of the Affiliate Site targeting individuals under the legal gambling age where they are domiciled and does not allow, assist or encourage others to market and promote any Content, the Brand and the Company’s services to anyone under the legal gambling age in the countries where they are domiciled.
3.5. In the event the Affiliate wishes to place the Content on websites other than the Affiliate Site (including Sub-Affiliate’s sites) or wishes to use a Sub-Affiliate, the Affiliate must first obtain the Company’s written consent.
3.6. If the Affiliate sells its business, this Agreement is automatically transferred to the purchasing company (“Purchasing Company”). The Affiliate account purchased and transferred will remain on the existing Reward Plan that was in place at the time of the purchase. The Affiliate and/or Purchasing Company must inform the Company within 30 days of the purchase.
3.7. The Affiliate shall 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 which are identical or similar to any of the Company’s trademarks or any other Brand belonging to the Company, 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 the Company’s trademarks. The Affiliate shall not create pages falsely representing any Brand in any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.).
3.8. The Affiliate’s and the Company’s employees, related corporations, partners, agents, contractors, representatives and suppliers (including themselves, their friends, immediate family members, spouses, partners and housemates) are not eligible to participate in the Program.
3.9. The Affiliate shall not:
3.10. If the Company determines, at its sole discretion, the Affiliate has engaged in the activities specified above, the Company shall have the right to:
If the investigation made by the Company leads to the conclusion that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments.
The decision by the Company to pursue any of its rights or remedies under article 3.10. will be without prejudice to any other rights, remedies, legal actions or compensations available to the Company.
4.1. If the Affiliate is granted by the Company the possibility to use the Company API to use on its Site to promote any Brand, the Affiliate guarantees not to:
4.2. The Affiliate understands and acknowledges that the Company API may contain bugs for which the Company cannot be held responsible. For the sake of clarity, the Company shall not be responsible for any bug, virus, technical failure, loss of data, damage caused to the material of the Affiliate nor for any errors occurring on the Company API platform or on the Affiliate’s Site.
5.1. The Company shall provide the Affiliate with the Content for the purposes of this Agreement and may update such Content from time to time.
5.2. The Affiliate shall comply with the Company’s instructions to track New Customers. The Company shall use its reasonable endeavours to ensure that whenever a New Customer is directed to its websites and registers an account, the relevant New Customer is identified as originating from the Site. However, the Company shall not be held liable if it is unable to identify a New Customer as originating from such Site.
5.3 The Company shall be entitled to use any of its rights or fulfil any of its obligations hereunder (including, without limitation to, its payment obligations pursuant to article 6 through any Kindred Group Plc subsidiary company).
5.4 Subject to point 2 of the Introductory Provisions mentioned above, the Company shall be entitled to accept or decline any Affiliate’s application at its sole discretion.
5.5. The Company has the right to monitor the Affiliate Site to ensure that the Affiliate is complying with the terms of this Agreement. The Affiliate shall provide (and at no charge), the Company with all data and information to perform such monitoring.
5.6. The Company (its internal and external, financial and accounting auditors) has the right to audit all relevant records during the Term of the Agreement and for two (2) years afterwards. The Affiliate shall allow the Company and/or its auditors access to such records for the purposes of conducting the audit.
6.1 The Affiliate shall be entitled to receive on a monthly basis a Commission based on the activities of its referred customers.
6.2. If the Affiliate is paid on a Revenue Share Reward Plan, it shall be entitled to receive Commission for the lifetime of its referred New Customers, until termination of this agreement, in accordance with article 13. Where an Affiliate promotes more than one Brand, the Revenue Share is calculated across all products and brands. If the Affiliate is paid on a different type of Reward Plan, (including but not limited to Cost Per Acquisition, ‘CPA’), the Commission shall be specified in a separate agreement agreed upon by the Parties.
6.3. In order to receive an additional Commission based on a percentage of the Commission earned by its Sub-Affiliate(s), the Affiliate shall refer the Sub-Affiliate to the Program through the Content. The Affiliate cannot claim a Commission from a new affiliate account created by an Affiliate who simultaneously has another Affiliate Account. The Affiliate shall ensure that the Sub-Affiliate complies with the terms of this Agreement by making it aware to them before it enters into any arrangement with the Sub-Affiliate for the purposes this Agreement. The Affiliate is not allowed to register itself as a Sub-Affiliate. Unless agreed otherwise by the Parties, the Affiliate is entitled to receive 5% of its Sub-Affiliates’ Commission.
6.4. At the Company’s sole discretion, the Head of Affiliates may, without prejudice to any other rights or remedies available to the Company, choose to deal with an Affiliate and/or Sub-Affiliate account fraud, i.e. failure to comply with the foregoing rules, by:
6.5. The Company shall provide the Affiliate with statements accessible through its Affiliate Account at http://usaffiliates.kindredplc.com">http://usaffiliates.kindredplc.com> (the ‘Technical Platform’) detailing the number of New Customers, New Depositing Customers, Net Revenue and the Affiliate’s Commission, 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 beginning of each calendar month, the Company shall record the Affiliate’s total Commission, if any, during the previous calendar month. The Commission amount shown after the 10th Working Day of the month will be deemed final. Any amount shown before the 10th Working Day of the month is subject to change due to possible delays in obtaining and uploading data from our 3rd Party suppliers to the Technical Platform. If the Affiliate’s Commission does not exceed 100 USD, the Company shall be entitled to withhold and carry forward the Commission until the total accrued Commission exceeds 100 USD.
6.6. The Company reserves the right to reduce the Affiliate’s Commission/change the Reward Plan if:
Any such changes will be communicated beforehand by email to the email address in the Affiliates’ account within the Technical Platform.
6.7. In the case of a Reward Plan with a CPA element, the Company reserves the right to withhold CPA payments for customer accounts that are suspended, closed for fraud, self-exclusion, bonus abuse or for any other reasons.
6.8. The Affiliate shall, at any time, have secure access to the Technical Platform unless the Company has a duly motivated reason – including but not limited to network and IT maintenance and/or security threats – to block such access.
6.9. The Affiliate understands and accepts that the real-time data in the Technical Platform are merely approximate. 10 Working Days after the beginning of the following calendar month, a consolidated statement for the previous calendar month containing the aggregated and accurate data related to the Affiliate’s Commission will be available via the Technical Platform.
6.10. The Affiliate understands and accepts that its access to the Technical Platform is subject to the highest obligations of confidentiality. Any misuse of such access, whether intentional or not, shall be considered as a breach under the Agreement.
6.11. All payments to the Affiliate shall be made by a Payment Agent appointed by the Company. Both Parties agree and acknowledge that the Company may change, from time to time (and at its sole discretion), the payment method and/or Payment Agent. Unibet Interactive Inc remains exclusively responsible for the payment of any amounts due.
6.12. All payments due under this Agreement shall be made in United States Dollars. The applicable exchange rates, if any, shall be those from time to time used by the Company for internal Group reconciliation purposes, as 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). For the avoidance of doubt, all payments shall be made inclusive of applicable state, local and federal taxes, if applicable, and the Affiliate is individually responsible for withholding tax, VAT and any other fees which may apply based on its country of registration.
6.13. Affiliates shall have access to automatically generated invoices via the Technical Platform. The Affiliate hereby accepts the validity of such invoices and their use by the Company for administrative and tax compliance purposes. Affiliates should invoice the Company after the 10th Working Day of the month following the month for which the Commission was earned. The Affiliate should invoice Unibet Interactive Inc at 1209 Orange Street, Wilmington, New Castle, Delaware 19801, USA, and include:
- the purchase order number provided by their Affiliate Account Manager
All invoices should be sent via email to mailto:firstname.lastname@example.org">email@example.com>, with the Affiliate’s Affiliate Account Manager included in cc.
6.14. Payments shall be made within 15 Working Days following the receipt of an invoice correctly addressed to the company listed in 6.13 and with the correct purchase order number included.
6.15. When calculating the Commission based on the Net Revenue, if an Affiliate’s customers’ activities result in a negative balance for the Affiliate, due to the customer winnings and/or bonuses etc., the said balance will be carried over to the next month, unless the Reward Plan has been adjusted to a no negative carryover Reward Plan. In this instance, any negative Commission balance will be set to zero at the beginning of each month.
6.16. Unless agreed in writing by the Company’s Head of Affiliates, any changes to an Affiliate’s Reward Plan will only be applicable to New Customers and not previously referred customers.
6.17. The Affiliate is responsible for ensuring the accuracy of the payment details in its account and/or as specified on its invoices. Any payment(s) made via the payment details listed in the Affiliate Account will be considered as payment made by the Company. Any cost incurred by the Company resulting from 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 due to the Affiliate.
6.18. If for any reason the Affiliate has been overpaid, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or 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.
6.19. If for any reason the Affiliate has been underpaid, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following calendar month.
6.20. If there is a pending payment due to an Affiliate for a period of five years or more as a result of incorrect payment details, missing payment details, invalid or no-longer valid payment details and the Affiliate has not responded to all reasonable contact attempts made by the Company, the payment will be cancelled.
6.21. The Affiliate must comply with the legal and regulatory requirements in its country of domicile; if it does not, it will not be entitled to receive any Commission based on the activities of its customers.
7.1. Nothing in this Agreement shall constitute any licence, assignment, transfer or any other rights of 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 for the purpose of this Agreement.
7.2. All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, and the Database, shall be or become the sole property of the Company, and the Affiliate shall have absolutely no rights therein.
7.3. The Company grants the Affiliate a non-exclusive right to display the Content on the Affiliate Site as set out in this Agreement and in accordance with the Company's guidelines as may be provided to the Affiliate from time to time. All Intellectual Property Rights and any Goodwill arising from the Content and in all Products, associated systems and software relating to the services provided by the Company to its customers from time to time shall remain the property of the Company. The Affiliate shall not use the Content in any way that is detrimental to the Company or the reputation or Goodwill of the Company. The Affiliate shall not alter or modify, in any way, the Content without the Company’s prior written consent.
7.4. The Affiliate agrees that its Site shall not resemble in any way the appearance and/or the general impression of the Company’s website(s), nor will the Affiliate create the impression that the Affiliate Site is the Company’s website(s), or any part thereof.
7.5. Upon termination of the Agreement between the Parties, each Party shall return to the other Party all proprietary material or information and, as the case may be, destroy in a manner acceptable to the other Party all remaining copies of the same. Notwithstanding any disposition contrary to this Agreement, the Affiliate acknowledges that - upon such termination - it shall not keep a copy of the Content, the Database, Personal Data or Confidential Information, and may not exploit, directly or indirectly, Company proprietary information, materials or works.
7.6. The Affiliate will collect, store, process, and disclose Personal Data in compliance with all applicable laws and regulations. Under no circumstances will the Affiliate process or disclose Personal Data to the Company if doing so would violate the rights of any third party or any applicable law or regulation. The Affiliate will make any required disclosures to third parties and obtain any necessary consent from third parties before collecting or disclosing Personal Data under this Agreement.
7.7. The Affiliate will protect all Personal Data and Confidential Information using reasonable and appropriate technical, physical, and administrative safeguards. Such safeguards will meet or exceed the requirements of any applicable law or regulation.
7.8 All Personal Data collected under and/or deriving out of this Agreement, to the extent permitted by law, shall be or become the sole property of the Company. If for any reason the Company is not permitted to take ownership of any Personal Data, the Affiliate hereby grants the Company a perpetual, exclusive, royalty-free, worldwide, irrevocable, assignable license to any such Personal Data.
7.9. If the Affiliate reasonably suspects or has knowledge of an actual data breach or compromise of its security program or network which has resulted in the loss or unauthorized access, disclosure, use or acquisition of Personal Data collected, stored, processed, or disclosed under this Agreement (a “Data Incident”), then the Affiliate shall notify the Company as soon as reasonably possible following discovery of such event, but no later than forty-eight hours of discovering any reasonably suspected or actual loss of data or breach or compromise of its security program or network. The Affiliate shall, as soon as practicable, take all commercially reasonable necessary and advisable corrective actions, and shall cooperate, consistent with the Company’s obligations to protect confidential data, in all reasonable efforts to investigate the Data Incident, to mitigate the adverse effects, and to prevent its recurrence. If any Data Incident triggers the Company’s legal obligations to provide notice to its users, then the Affiliate shall pay for the other Party’s reasonable expenses related to addressing its legal obligations for the Data Incident.
7.10. the Affiliate shall not transfer any Personal Data outside the United States of America without the prior written consent of the Company.
8.1. Each Party represents and warrants to the other that it has and will retain, throughout the Term, all rights, title and authority to accept the terms of this Agreement. Each Party grants to the other Party all relevant means to perform the obligations mentioned under this Agreement.
8.2. 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 necessary to fulfil its obligations and that it fully complies with, and shall continue fully to comply with, the conditions set out under article 3 and all applicable laws and regulations. The Affiliate further represents, warrant and undertakes that it has not been and is not currently subject to any regulatory or legal action in any country in the world.
8.3. The Affiliate represents, warrants and undertakes that the Affiliate Site shall not contain, or link to, any material which is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights.
8.4. The Affiliate shall display the following message in the sites or otherwise media channels where the Content is displayed: “If you or someone you know has a gambling problem, and wants help, call or visit: (a) the local Council on Compulsive Gambling at 1-800-Gambler or www.800gambler.org; or (b) Gamblers Anonymous at 855-2-Call GA or www.gamblersanonymous.org.” The Affiliate shall display this language at all times in a legible and comprehensive manner.
8.5. The Affiliate must not deliberately provide facilities for gambling in such a way as to appeal particularly to minors, for example by reflecting or being associated with youth culture.
8.6. The Affiliate acknowledges and accepts:
The Company makes no representation that the operation of its website will be uninterrupted or error-free and the Company will not be liable for the consequences of any interruptions or errors.
The Affiliate shall indemnify on demand and hold harmless the Company and each of its associates, officers, directors, employees, agents, shareholders and partners 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 Company resulting from any breach, non-performance or non-observance by the Affiliate of any of the obligations or warranties specified under this Agreement.
11.1 Nothing in this article 11 shall limit the Company’s liability for death or personal injury resulting from negligence or fraud.
11.2 The Company’s aggregate liability in respect of any loss or damage suffered by the Affiliate and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of Commission actually paid by the Company to the Affiliate pursuant to this Agreement in the 12 months prior to the event giving rise to such liability.
11.3 The Company shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
11.3.1 any losses arising from any interruption, problem or error in the operation of or ` changes made to the Company’s Products and/ or Technical Platform;
11.3.2 any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings;
11.3.3 any loss of goodwill or reputation; or
11.3.4 any indirect or consequential losses suffered or incurred by the Affiliate arising out of or in connection with any other matter under this Agreement.
11.4 Except as expressly provided for in this Agreement all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by law.
The terms of this Agreement shall no longer be considered applicable in the event the Company is obliged to leave a market due to market condition changes, legal and/or regulatory changes. In such cases, the existing customer accounts opened within that market can be closed.
13.1. The terms of this Agreement apply from the date the Company notifies the Affiliate that its application has been successful in accordance with the introductory provisions of this Agreement and shall continue thereafter unless and until terminated according to this article 13.
13.2. The Company may terminate this Agreement immediately by written notice if:
13.3. The Affiliate may terminate this Agreement:
However, the Affiliate’s continued participation in the Program will constitute binding acceptance to the changes mentioned above.
13.4. Notwithstanding articles 13.1, 13.2 and 13.3, either Party may terminate the Agreement at any time by giving thirty (30) days written notice to the other Party.
13.5. Following termination of this Agreement, the Affiliate will only be entitled to receive the outstanding Commission due as of the effective termination date of this Agreement. However, the Company may reasonably withhold the Affiliate's final payment to ensure that the correct amount is paid. After such payment, the Affiliate will no longer be entitled to receive any other Commission.
13.6. For any and all termination notices, delivery via e-mail is considered a written and immediate form of notification.
14.1. Unless otherwise provided for, this Agreement shall constitute the entire agreement and understanding superseding any previous agreement - between the Parties. Each Party acknowledges and agrees that by entering into this Agreement, 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 in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.
14.2. 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 the 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.
14.3. The Affiliate shall not, without the Company’s prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-licences or deals related to this Agreement or any other rights under it, 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 article shall confer no rights on the purported assignee.
14.4. If any of the provisions of this Agreement shall be found by any authority 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.
14.5. Any notice given or made to the Company under the terms of this Agreement shall be sent via email to firstname.lastname@example.org and marked for the attention of the Affiliate Account Manager (or as otherwise notified by the Company). The Company shall send the Affiliate any notices given or made under the terms of this Agreement to the email address in the Affiliates’ account within the Technical Platform. Any notice shall be deemed to have been received within 24 hours of delivery. If the receipt occurs before 9.00 a.m. CET on a Working Day, such notice shall be deemed to have been received on that specific day. If such receipt occurs after 5.00 p.m. CET on a Working Day, or on any day which is not a Working Day, the notice shall be deemed to have been received at 9.00 a.m. on the following Working Day.
14.6. 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. Each of the Parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
14.7. 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 an agent for the other. Neither Party shall have the authority to act in the name or on behalf of the other Party or otherwise to bind the other Party 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).
14.8. Neither Party shall make any announcement relating to the terms of this Agreement nor its subject matter without the other Party’s prior written approval, except as required by law or by any legal or regulatory authority.
14.9. 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 New York. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of New York over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
This Agreement was last updated on 01 April 2019
As a licenced operator in multiple jurisdictions, the Company together with its parent company Kindred Group plc prides itself in being a leader in the areas of responsible gaming and corporate social responsibility. Kindred Group plc is a leading member of trade associations such as the American Gaming Association and iDEA Growth.
As a member of the Kindred Affiliates Program (“Program”), advertising on behalf of the Company and representing its brands (“Brands”), the Company expects Affiliates to share these values and any advertising carried out on behalf of the Company must follow the regulations and rules issued by the relevant authorities.
For the avoidance of doubt, it is up to each Affiliate to ensure that it is compliant with all advertising guidelines and legislation around the promotion of online gaming in the relevant jurisdiction. Any transgressions will lead to the suspension and possible termination of the Affiliate account with the Program.
This Appendix A forms part of the Kindred Affiliate Program Agreement (“Agreement”) and outlines how the Company’s Affiliates can promote its Brands effectively and lawfully.
Any enquiries regarding the Affiliate’s obligations under the Agreement, this Appendix A or under the relevant legal and/or regulatory requirements in the jurisdiction where the Affiliate is located should be referred to the Affiliate Account Manager or emailed to: email@example.com.
Affiliates can only use Content provided by the Company and located in the Media Gallery via its Program. The Affiliate must not alter the appearance and design of the Content in any way.
Using Content to promote Brands that has not been provided by the Company may lead to the suspension and/or termination of the Affiliate account.
When promoting Customer Offers, particularly welcome offers, enhanced price offers and free spins, Affiliates must be as clear as possible and must not mislead existing or future customers in any way. Affiliates must always make it clear that a promotion is a promotion.
The Company’s up-to-date list of welcome offers per Brand/market/country can be found at https://www.kindredaffiliates.com/welcome-offers/. Where possible, Affiliates must repeat the same phrase to describe the welcome offer to their users.
Affiliates must refrain from using phrases such as ‘Get free money’, ‘Risk-free’ or similar which may mislead the customer. A good rule of thumb is to use the copy that is on the banners or landing pages provided via the Company’s Affiliate platform accessible at: www.kindredaffiliates.com.
Affiliates acknowledge that the terms in the Content or any other promotion must not mislead the customer by omission, exaggeration or by any other means. The Content or any other promotion by the Affiliates must include the following mandatory terms:
1) Targeted players
Example: New players only / Existing players only / Selected players only
2) Age restriction
The age restriction warning sign (+18) must always be displayed on all adverts, banners and campaigns
3) Deposit information
Example: No deposit required / Min deposit $xx etc
4) Information about offer
Example: Bonus is 100% match on 1st deposit up to $xx etc
5) Wagering requirements and bonus expiry
Example: 35x Wagering requirement / 3-day expiry etc
6) Information about bet limitations
Example: Min bet $xx / Max bet $xx when playing with a bonus etc
7) Game restrictions
Example: Free spins on Starburst / selected games only etc
8) Information about additional terms
9) Terms and Conditions (T&Cs) of promotional offers
If space is limited, significant terms of the promotion (points 1 to 7 above) must always be displayed in the offer and the term “T&Cs apply” must be displayed in the offer as a link to additional terms and T&Cs of the promotion one click away. The link should refer to either the Affiliate’s page where the T&Cs are displayed or the Company’s Brand site where the full set of T&Cs of the promotional offer must be visible.
The Content provided by the Company via the Media Gallery will always be compliant with the above requirements.
The Affiliate shall display the following message in the sites or otherwise media channels where the Content is displayed: “If you or someone you know has a gambling problem, and wants help, call or visit: (a) the Council on Compulsive Gambling of New Jersey at 1-800-Gambler or www.800gambler.org; or (b) Gamblers Anonymous at 855-2-Call GA or www.gamblersanonymous.org.” The Affiliate shall display this language at all times in a legible and comprehensive manner.
Any Affiliate Site or social media page which publishes betting tips or hosts challenges/competitions encouraging others to do so:
Affiliates must never falsify betting results or manipulate images to suggest that results were more favourable than they were. Any Affiliate that is found to have misrepresented betting results will have its Affiliate account terminated immediately.
Affiliates are not permitted to engage in any email marketing activities on behalf of the Company.
Any links posted by Affiliates on Facebook, Twitter and any other relevant social media channels can only link to the Affiliate’s own website in the first instance, which in turn should contain compliant promotional text and then link to the relevant Brand.
Affiliates must not post any Affiliate links directly on their social media page(s). Any Affiliates found to have done so will have its Affiliates account suspended and/or terminated.
The aforementioned guidelines on Content and Customer Offers are also applicable to social media posts.
In addition, Facebook, Twitter and other social media have their own guidelines and policies regarding the advertising of gambling products and the Affiliates must comply with such guidelines and policies For example, if promoting gambling through a Twitter, Facebook or any other social media handle, an 18+ statement (or 21+ in some jurisdictions) must be included in the Affiliate’s page bio and any relevant agreements/addendums between the Affiliate and the social media companies must be concluded and signed.
Some useful links to Facebook’s and Twitter’s advertising policies are included at section 17 of Appendix A.
Any paid social advertising conducted by an Affiliate should promote the Affiliate’s own site(s) and not the Brand site(s). It should not be possible for a customer to confuse an Affiliate’s advertising for that directly carried out by any of the Brands. If in any doubt, Affiliates should contact the Affiliate Account Manager before publishing any campaigns.
In addition, depending on the jurisdiction being targeted, the Affiliate may be required to sign an addendum to promote the Company’s Brands in this way. For more information, Affiliates should contact the relevant social network via the links provided at section 17 of Appendix A.
The Company does not wish for its Brands to feature in any advertorials.
Any Affiliate found to be running this sort of activity will have its Affiliate account terminated.
Affiliates are not permitted to engage in any media buying promoting the Company’s Brands through advertising exchanges, programmatic networks, etc without prior written consent from their Affiliate Account Manager.
Affiliates must not use framing techniques such as pop-up or pop-under windows to promote the Brands.
Any Affiliate found to be running this sort of activity will have its Affiliate account suspended and/or terminated.
Affiliates wishing to run Pay-Per-Click (PPC) campaigns:
Any Affiliate found to be in violation of the above may have its Affiliate account suspended and/or terminated.
Affiliates must not register or purchase any domain names which are identical or similar to, or misspellings of, the Brand names or trademarks.
Any Affiliate who uses domain names in breach of this rule to send traffic to our Brands will have its Affiliate account terminated and further legal action may be taken against the Affiliate.
Any Affiliate wishing to release mobile apps into the Apple, Google Play or other App stores must ensure that the App name does not include any Brand names or trademarks, or misspellings of Brand names. Any Affiliate found to have done so will be asked to remove the App immediately and may have its Affiliate account suspended and/or terminated.
The Company has decided not to engage in any SMS activity through a third party for the foreseeable future. Any Affiliate found to be running SMS activity will have its Affiliate account terminated immediately.
The Company holds a Watch & Bet live streaming licence. Affiliates are not permitted to advertise the service as a pure streaming service without a connected message relating to betting. For example, ‘Watch and Bet with Unibet (funded account required)’
Furthermore, Affiliates are not allowed to mention the word ‘Free’ in any of their advertisements relating to live streaming. In addition, La Liga and Australian Open Tennis must not be advertised without reference to another league or sport, i.e. ‘Watch and bet on La Liga, Serie A and Ligue 1 here (funded account required).’
Finally, Affiliates are not allowed to suggest Unibet’s live streaming service is a substitute to coverage available on ‘TV’, a ‘Digital Game Pass’ or anything relating to live streaming alternatives.
eg “Don’t have BT subscription? Watch the Live stream on Unibet TV instead” - would be unacceptable.
In summary, Affiliates:
Any Affiliate found to be in violation of the above may have its Affiliate account suspended and/or terminated.
Social media policies links are referred to below:
Facebook general advertising policies:
Facebook policy on Real money gambling:
Twitter general advertising policies:
Twitter policy on advertising Gambling content: https://support.twitter.com/articles/20170426
These links are provided solely for informative purposes and should not be seen to be exhaustive. For the avoidance of doubt, it is up to the Affiliate to ensure that they are compliant with all advertising guidelines and legislation around the promotion of online gaming in the relevant jurisdiction. Any transgressions will lead to the suspension and possible termination of Affiliate account with the Program.