Affiliate Terms and Conditions

Below is an agreement between the operator of the websites playlottery.com, lottogo.com and all other associated urls (“us” or “we”) and you (“you”). This agreement sets out the terms and conditions that apply to you and us following a successful application by you to join our affiliate programme (the “Affiliate Empire Programme”).

AGREED TERMS

1. INTERPRETATION

   The definitions and rules of interpretation in this clause apply in this agreement.

   “Affiliate Empire Dashboard”: our web based interface that we will provide login details for when you join the Affiliate Empire Programme that sets out your Customer numbers and their activity, Rate, Prices and other relevant matters that we use to calculate your monthly Invoices.

   “Affiliate Programme Manager”: the person referred to in clause 3.5.

   “Account Manager”: the member of our personnel who is your point of contact as notified by us to your Affiliate Programme Manager from time to time.

   “Customer”: the visitors attributed to you who join our customer database after registering on one of the Websites and placing their first bet having arrived at the Websites via one of your Link Pages.

   “Effective Date”: the date your application to join the Affiliate Empire Programme has been accepted.

   “Invoices”: the monthly revenue figure generated on the Affiliate Empire Dashboard and made available to you that you will submit to us for payment at the end of each calendar month.

   “Link Pages”: your pages that provide a hyperlink directly to our Websites from your web pages, emails or SMS.

   “List”: the list of websites recorded on the operationcreative.uk infringing website list as maintained by the City of London police.

   "Marks”: our trade name, trade marks, service marks, logos and any other designations, which we may use from time to time.

   “Price”: the percentage of Revenue agreed with you from time to time as displayed on the Affiliate Empire Dashboard that will be used to calculate the Invoice.

   “Rate”: the amount that you will be paid from time to time for Customers as agreed between you and us either on a fixed price, cost per acquisition, cost per thousand clicks or cost per click basis, as displayed on the Affiliate Empire Dashboard.

   “Revenue”: the amount of money earned by us per calendar month from Customers brought by you.

   “User”: a user who has clicked through to the Websites from your Link Pages.

   "Websites": our websites at any time and from time to time, currently located at playlottery.com and worldlotteryclub.com including all of our associated gTLDs and ccTLDs all future versions and replacements of websites appearing at such domain names.

   1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

   2. person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

   3. reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

   4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

   5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

   6. reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

   7. reference to writing or written includes faxes and e-mail.

   8. References to clauses are to the clauses of this agreement.

   9. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. OUR OBLIGATIONS

   1. To become a member of the Affiliate Empire Programme you will need to accept these terms and conditions by completing and submitting an online application. The information provided by you in the application will form an integral part of this agreement. We will in our sole discretion determine whether or not to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful.

   2. We will register your Customers and track their transactions. We reserve the right to refuse Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.

   3. We will track such matters as are necessary to calculate the Invoice, the detail of which you can see summarised on the Affiliate Empire Dashboard.

   4. We shall provide you with one or more urls to link from your Link Pages to our landing page.

   5. We shall be responsible for developing, operating and maintaining our Websites.

   6. We shall provide to Users clicking through directly from the Link Pages access to and use of the Websites’ services in accordance with our standard terms of use and other terms and conditions, policies and procedures from time to time.

   7. At the end of each calendar month, we shall make available on the Affiliate Empire Dashboard the details that we use to calculate payments due to you for that calendar month. We will use this information to calculate the Invoice. You must review the details provided on the Affiliate Empire Dashboard and then submit the Invoice for payment. When you have submitted the Invoice you will be deemed to have accepted the amount of the Invoice. If you do not agree with the details we have used to calculate the Invoice you should contact your Account Manager to discuss discrepancies before submitting the Invoice to us.

   8. We may modify any of the terms and conditions contained in this Agreement or replace it at any time in our sole discretion by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Empire Programme following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.

3. YOUR RIGHTS AND OBLIGATIONS

   1. You shall use all reasonable commercial efforts to market and promote the Websites and the products and services available on it.

   2. You shall be responsible for developing, operating and maintaining your Link Pages and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, you shall be responsible for the proper functioning and maintenance of all hyperlinks to the Websites.

   3. You may link to us with any of our banners, articles, e-mails or with a text link. Any other method of linking to our site requires our prior written approval.

   4. You shall provide us with:

      1. all co-operation in relation to this agreement; and

      2. all access to such information as may be required by us,

      as is necessary for the proper performance of our obligations under this agreement.

   5. You shall at all times while this agreement is in force have an Affiliate Programme Manager. The Affiliate Programme Manager shall be the person who we first communicate with following your application to join the Affiliate Empire Programme. The Affiliate Programme Manager shall have the authority to contractually bind you on all matters relating to this agreement including, without limitation, agreeing the Rate and/or the Price. You shall use reasonable endeavours to ensure as far as reasonably possible the continuity of the Affiliate Programme Manager.

   6. You acknowledge and agree that you have no authority to legally bind us in relation to Users, other users or anyone else and that you have not been appointed and are not the agent of us for any purpose. You agree that you shall not make to anyone any representation or commitment about us, the Websites or any of the products or services available on the Websites.

   7. You shall comply with all applicable laws and regulations with respect to your activities under this agreement and to your business.In particular, you warrant that you comply with all of the General Data Protection Regulation EU 2016/670 requirements relevant to your business and have obtained all necessary consents from data subjects that will allow you to market our services to them.

   8. In the event of any delays in your provision of assistance as agreed by the parties, we may adjust any dates for performance or delivery provided to you as reasonably necessary.

   9. We will terminate this Agreement immediately without recourse for you if there is any form of spamming or if you advertise our services in any other way.

   10. You shall refrain from registering (or applying to register) any domain name that incorporates our Marks or is similar to our Marks or any other domain name that could be understood to designate us. In the event that you do register any domain name that is in breach of this clause you will transfer such domain name to us within 2 weeks of being requested to do so by us. You will provide us with all necessary assistance to ensure the prompt transfer of any domain name that is to be transferred pursuant to this clause.

   11. We hereby grant to you a non-exclusive, non-transferable licence, during the term of this agreement, to use our Marks solely in connection with the display of the promotional materials on the Link Pages and other marketing materials. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks by any third party.

   12. You acknowledge that by using the limited licence granted to you in clause 3.11 you have the potential to inflict substantial damage to the Marks and to the reputation and goodwill of us and that you will at all times act in a manner that will not harm our Marks, goodwill and reputation. In particular, you shall not use our Marks or otherwise promote our business on any site on the List. If you do not have a copy of the List, you can obtain the most recent version by contacting your Account manager.

   13. During the term of this Agreement, you may become aware of confidential information relating to our business, operations, or underlying technology and/or the Affiliate Empire Programme (including, for example, revenue earned by you under the Affiliate Empire Programme). You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.

4. CHARGES AND PAYMENT

   1. Except in the case of manifest error, we shall pay Invoices within 30 days of their submission.
   2. You acknowledge and agree that no payments are due to you under this agreement otherwise than as expressly set out in this agreement.

5. INDEMNITY

   You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

   1. any actual or alleged breach by you of any warranty, representation or undertaking by you contained in this agreement;
   2. the performance of your duties and obligations under this agreement;
   3. your negligence in performing your duties and obligations under this agreement; and/or
   4. any injury directly or indirectly caused by your negligence or intentional acts or omissions or the unauthorized use of the Link Pages

6. LIMITATION OF LIABILITY

   1. This clause sets out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

      1. arising under or in connection with this agreement; and

      2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

   2. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

   3. Nothing in this agreement excludes the liability of us:

      1. for death or personal injury caused by our negligence; or

      2. for fraud or fraudulent misrepresentation.

   4. Subject to clause 6.3:

      1. we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

      2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by us to you during the 12 months preceding the date on which the claim arose.

7. DURATION AND TERMINATION

   1. This agreement shall commence and come into effect from the Effective Date subject to confirmation of your membership of the Affiliate Empire Programme and shall continue in full force until they are terminated in accordance with the provisions for termination set out in this agreement.

   2. You may terminate this agreement at any time, with or without cause subject to providing us with prior written notice. We may terminate this agreement at any time subject to providing you with no fewer than seven (7) days' prior written notice.

   3. In the event you breach any of the terms of this agreement we may:

      1. terminate this agreement immediately; and/or

      2. at our option indefinitely withhold from you any payments due to you.

   4. In the event that you make any assignment for the benefit of your creditors or make any composition with creditors; or have appointed, or shall be the subject of any notice of a receiver or holding company; or shall be the subject of a voluntary or compulsory liquidation (other than for the purpose of a solvent reconstruction or amalgamation); or are made the subject of any administration order or insolvency procedure or such analogous event; or cease to carry on business or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing we may terminate this agreement immediately.

   5. We shall further have the right to terminate this agreement with immediate effect on the provision of written notice to you:

      1. if you carry out any action which we believe might prejudice our relationship with any regulatory authority or any of our licences; or

      2. if we are ordered or required by any regulatory authority to terminate our relationship with you.

   6. Termination of this agreement shall not extinguish either of the parties' obligations under this agreement which by their intention or context are intended to survive the termination of this agreement.

   7. Following the termination of this agreement and the payment to you of monies due to you as at the time of termination, we shall have no obligation to make any further payments to you.

   8. Upon termination:

      1. you must immediately remove from your Link Pages and cease to use all materials of any form provided by or on behalf of us to you pursuant to this agreement and you will either permanently and securely delete all such materials and documents, or return them all to us; and
      2. you must promptly return to us any confidential information in your control or possession in whatever form; and

      3. all licenses and rights granted hereunder to you shall immediately terminate.

8. FORCE MAJEURE

   Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.

9. Waiver

   No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10. RIGHTS AND REMEDIES

    The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

11. SEVERANCE

    If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

12. ENTIRE AGREEMENT

    This agreement constitutes the entire agreement between us and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

13. ASSIGNMENT AND OTHER DEALINGS

    1. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under this agreement without our prior written consent.

    2. We may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights or obligations under this agreement.

14. NO PARTNERSHIP OR AGENCY

    Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15. VARIATION

    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. NOTICES

    Any notice given to a party under or in connection with this agreement shall be sent by email to the Affiliate Programme Manager or Account Manager as appropriate.

17. GOVERNING LAW

    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of the Isle of Man.

18. JURISDICTION

    Each party irrevocably agrees that the courts of the Isle of Man shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).