Terms and Conditions
LINDAR AFFILIATE PROGRAMME AGREEMENT
Please read these terms and conditions carefully. All changes
to previous terms and conditions are highlighted below. If you have any
questions, please send an email to firstname.lastname@example.org.
1.1. This agreement (“Agreement”) is between you (referred to
as “Affiliate”) and Lindar Media Limited , a company registered at 27-31
Alban Row, Verulam Road, St Albans, AL3 4DG, United Kingdom with company
number 08939139 (referred to as “Lindar Affiliates”).
1.2. If Lindar Affiliates accepts the Affiliate into the
Affiliate Programme (as defined below), this Agreement shall cover the Brand
Websites as defined in Schedule 1.
1.3. Lindar Affiliates will review the Affiliate´s application
to participate in the Affiliate Programme (as defined below) and may, in its
sole discretion, accept or reject such application. Lindar Affiliates may
notify the Affiliate about any further information or other criteria that may
be required from the Affiliate in order for the Affiliate to be accepted into
the Affiliate Programme, and the Affiliate shall provide such further
information and/or fulfil such criteria if it wishes to be accepted into the
Affiliate Programme. Without limiting the generality of the foregoing, Lindar
Affiliates may reject the Affiliate´s application if the Affiliate Website
(as defined below) and/or any domain name or sub-domain owned or controlled
by the Affiliate (whether used or intended to be used for the provision of
the Affiliate Website or otherwise): (i) contains any Prohibited Material (as
defined below); (ii) consists of, includes or is confusingly similar to any
of the Brand Marks (as defined below) or Prohibited Terms (as define below);
and/or (iii) appears to have been registered in bad faith. In order for the
Affiliate to be accepted into the Affiliate Programme, Lindar Affiliates may
require that the Affiliate removes the foregoing material, and/or either
transfers to a Lindar Media Limited Company or its licensors or (in Lindar
Affiliates´ or such licensors´ sole discretion) deletes any such domain name
or sub-domain. The Affiliate shall inform Lindar about any such domain name
or sub-domain owned by the Affiliate or under its control at the time the
Affiliate makes its application to participate in the Affiliate Programme.
1.4. If the Affiliate is accepted into the Affiliate
Programme, the Affiliate agrees to provide the Services (as defined below) to
Lindar Affiliates on the terms of this Agreement.
1.5. This Agreement replaces all previous terms and conditions
for the Affiliate Programme. Lindar Affiliates may change these terms and
conditions at any time. Lindar Affiliates shall publish the date on which any
changes to this Agreement are made by way of an update to clause 17.1. Your
continued use of the Affiliate Programme following any change to this
Agreement will constitute binding acceptance of such changes. If you do not
agree to any such changes, you should terminate this Agreement pursuant to
1.6. The Affiliate acknowledges that regulations 9(1), 9(2)
and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not
apply to this Agreement.
2. DEFINITIONS AND INTERPRETATION
2.1. Capitalised words and expressions in this Agreement shall
have the meanings set out below:
“Affiliate Programme” means the Lindar Affiliates affiliate
programme, under which the Affiliate agrees to promote the Brand Websites.
“Affiliate Revenue Share” means the percentage of Net Gaming
Revenue payable to an Affiliate in relation to a Player on any Brand Website,
as such percentage is set out in relation to each Brand Website at Schedule 2
(or in the case of a Brand Website not set out in Schedule 2, as such
percentage is notified to the Affiliate by Lindar Affiliates).
“Affiliate Website” means any website(s) (including
any device specific versions of such website(s) any native applications
related to such website(s)) that are operated by or on behalf of the
Affiliate and which Lindar Affiliates approves in writing for use by the
Affiliate in the Affiliate Programme from time to time (including as part of
the Affiliate´s application to participate in such programme).
“Applicable Laws” means any applicable statutes,
ordinances, orders, judgments, decrees, rules or regulations promulgated by
any regulatory, administrative or judicial authority or otherwise in force in
any jurisdiction that relates to the performance of the Services or
obligations under this Agreement.
“Brand Guidelines” means any guidelines and parameters for use
of the Brand Marks that may be provided to the Affiliate by Lindar Affiliates
from time to time.
“Brand Marks” means the trademarks and logos of the Brand
Websites, including those set out in Schedule 1.
“Brand Websites” means each of the websites set out at
Schedule 1 to this Agreement (including any device specific versions of such
websites and any native applications relating to such websites), and any
other websites (including any device specific versions of such websites and
any native applications relating to such websites) which Lindar Affiliates
may introduce to the Affiliate Programme from time to time.
“Charitable Donation” means a charitable donation
made to the GREAT Foundation or another suitable charity by, or on behalf of,
Lindar Affiliates and calculated by Lindar Affiliates.
“Commencement Date” means the date on which acceptance of the
Affiliate´s application to join the Affiliate Programme is notified to the
Affiliate by Lindar Affiliates.
“Commission” has the meaning set out in clause 4.1.
“Commission Structure” the Commission structure as set out in
the “Affiliate Commission Structures” table in Schedule 2 will be specific
agreements between Lindar Affiliates and each individual Affiliate..
“Confidential Information” means all knowledge,
information or materials of whatever nature and in whatever form (whether
oral or written) relating to the disclosing party or its business and made
available or provided by or on behalf of the disclosing party to the
recipient party before, on and/or after the Commencement Date and all
analyses and other documents prepared by or for the recipient party which
contain or otherwise reflect any such information. It includes Player Data,
the terms of this Agreement and information relating to:
(i) any and all Intellectual Property Rights;
(ii) proprietary technology and products (including inventions
whether patentable or not), including technical data, data record layouts,
trade secrets, know-how, research, prototypes, improvements, processes, plans,
designs, requirements, architecture, structures, models, methods, processes,
product plans, databases and database tables, ideas or concepts, products,
services, software, inventions, techniques, processes, developments,
algorithms, formulas, technology, designs, schematics, drawings, engineering
and hardware configuration information; and
(iii) business or financial statements and projections,
product pricing and marketing, financial or other strategic business plans,
subscriber numbers and forecasts, content providers identity and business
“Cost Per Acquisition” means the set fee for each
new depositing Player meeting the requirements of the agreement between
Lindar Affiliates and each individual Affiliate, as such fee is set out in
relation to each Brand Website at Schedule 2 (or in the case of a Brand
Website not set out in Schedule 2, as such fee is notified to the Affiliate
by Lindar Affiliates from time to time).
“Data Protection Laws” means the EU Data Protection Directive
95/46/EC, the Directive on Privacy and Electronic Communications 2002/58/EC,
the Data Protection Act 1998, the General Data Protection Regulations 2018, the
Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI
2003/2426), the Regulation of Investigatory Powers Act 2000, the
Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 (SI 2000/2699), and all other Applicable
Laws and regulations relating to the processing of Personal Data and/or
privacy in effect in any relevant territory from time to time.
“Determination” has the meaning set out in clause 14.4.
“Finance Fees” means fees and costs associated with processing
payments made or requested by Players and/or collecting revenue from Players,
(i) credit/debit card, eWallet, BACS and bank transaction fees
on deposits, withdrawals and the payment of Winnings;
(ii) “chargebacks”, meaning the cost of deposits or wagers
made by Players on a credit/debit card which are later refunded (at the
Players´, the credit/debit card issuer’s or Lindar Affiliates´s request) onto
the Players’ credit/debit cards, including any additional so-called
chargeback fees levied by credit/debit card companies for such credit
(iii) “Know Your Customer” verification fees.
“Gaming Approvals” means any and all required approvals,
authorisations, licences, transactional waivers, permits, consents, findings
of suitability, registrations, clearances, exemptions and waivers of or from
any Gaming Authority, including those relating to the offering or conduct of
gaming and gambling activities.
“Gaming Authority” means collectively, those
international, federal, state, local, foreign and other governmental,
regulatory and administrative authorities, agencies, commissions, boards,
bodies and officials or other regulatory body or agency that have
jurisdiction over (or is responsible for or involved in the regulation of)
gaming or gaming activities, of any Lindar Media Limited Company from time to
“Good Industry Practice” means all reasonable care, skill and
diligence as may be expected of appropriately qualified and experienced
persons with appropriate skill and experience in providing services of a
similar scope, type and nature to the Services.
“Gross Win” means House Win less any Player
“Group Company” means in relation to any company, any
subsidiary or holding company of such company, or any subsidiary of such
holding company, or any other entity controlling or controlled by such party
from time to time (and “Group Companies” shall be construed accordingly).
“House Win” means all monies paid by Players to play Lindar
Affiliates Games on the Brand Websites less any Winnings.
“Intellectual Property Rights” means patents (including
patents for software and business methods), rights to inventions, utility
models and petty patents, trademarks, service marks, rights in get-up or
trade dress, rights to goodwill or to sue for passing off or unfair
competition, design rights, copyright and related and/or neighbouring rights,
moral rights, rights in computer software, database rights, rights to use and
protect the confidentiality of confidential information (including know-how
and trade secrets), trade, business and company names, domain names, and
other intellectual property rights, in each case whether registrable,
registered or unregistered, and including all applications and rights to
apply for and be granted, all extensions and/or renewals of, and rights to
claim priority from, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any
part of the world.
“Lindar Affiliates Games” means a selection of bingo,
slots, instant win and casino games and such other games that Lindar
Affiliates may elect to make available on the Brand Websites from time to
time (including any third party games that Lindar Affiliates may so elect).
“Lindar Affiliates Website” means the website
(including any device specific versions of such website and any native
applications related to such website) that is operated and controlled by, or
on behalf of, Lindar Affiliates and which is currently located at
“Licence Fees and Gaming Taxes” means a sum equal to the
(i) any gaming licence fees payable to any applicable
authority (or a pro-rated amount thereof) from time to time; and
(ii) the amount of any gross profits or gaming tax or
regulatory fees paid or payable by Lindar Affiliates or any Lindar Media
Limited Company to any regulatory or tax authorities in any territory from
time to time.
“Link” means a hyperlink (whether in the form of a
text link, a graphical banner or otherwise) that incorporates a tracking code
and which is placed on the Affiliate Website that, when clicked on, results
in the relevant Brand Website being viewable on the end user’s browser, which
hyperlink is either: (i) provided or made available to the Affiliate (and not
subsequently withdrawn) by or on behalf of Lindar Affiliates; or (ii) created
by or on behalf of the Affiliate and approved by Lindar Affiliates in writing
“Minimum Deposit and Wagering Requirements” means
the minimum deposit and wagering requirements relating to each Brand Website,
as set out at Schedule 3.
“Net Gaming Revenue” means Gross Win less:
i. Finance Fees;
ii. Licence Fees and Gaming Taxes
iii. any Third Party Licence Fees;
iv. the Charitable Donation allocation;
v. any Third Party Platform Fees;
vi. operating costs (including costs relating to third party
platform operators, game operators and any other third party service
providers) of the Brand Websites and the Lindar Affiliates Website; and
vii. all payments made by and revenues associated with any
Player that at any time makes an invalid, fraudulent or disputed payment
(including where a card company or the paying bank has claimed payment back
from Lindar Affiliates or where a Player claims payment back because of
“Personal Data” shall have the meaning set out in the
Data Protection Act 1998.
“Player” means a new player on a Brand Website who has
successfully opened an account with a Lindar Media Limited Company and which
player: (i) commences his application for such account directly from a Valid
Click; and (ii) has met the Minimum Deposit and Wagering Requirements in
respect of the applicable Brand Website.
“Player Data” means any and all information and data
(including Personal Data) relating to Players and their activity on the Brand
Websites, including: names, postal addresses, telephone numbers, email
addresses or other contact details, usernames, chat names and marketing
“Player Incentive Funding” means any funds added to
Players´ accounts, excluding Winnings, to incentivise Players to increase their
deposits and/or turnover (including bonus money, cash and any loyalty or
“Prohibited Material” means: (i) pornography (including child
pornography or illegal sexual acts) and explicit content; (ii) material that
promotes violence, discrimination based on race, sex, religion, nationality,
disability, sexual orientation, age or any illegal activities; (iii) material
that is defamatory, libellous, unlawful or otherwise objectionable; (iv)
content that infringes or allegedly infringes the Intellectual Property
Rights of any Lindar Media Limited Company, its licensors or any third party;
and/or (v) viruses, trojans, worms, logic bombs or other material which is
malicious or technologically harmful.
“Prohibited Terms” means the domain names, trademarks and
other terms set out at Schedule 4 together with any brand name, game name or
other trade mark or service mark (whether registered or not) that may from
time to time vest in any of the Lindar Media Group Companies or their
licensors (other than the Brand Marks).
“Promotional Content” means all content promoting the Brand
Websites to Players and potential Players that is: (i) made available to the
Affiliate (and not subsequently withdrawn) by Lindar Affiliates; and (ii)
created by or on behalf of the Affiliate, provided such content is approved
by Lindar Affiliates in writing before the Affiliate uses such content.
“Referral Commission” has the meaning set out in clause 4.2.
“Services” has the meaning set out in clause 3.1.
“Sub-Affiliate” has the meaning set out in clause 4.2.
“Term” means the term of this Agreement, which commences on
the Commencement Date and continues until this Agreement is terminated in
accordance with its terms.
“Third Party Licence Fees” means any and all costs payable to
third parties for the use of their Intellectual Property Rights in the Brand
Websites, the underlying Lindar Affiliates proprietary system and/or any of
the Lindar Affiliates Games from time to time.
“Third Party Platform Fees” means the fees paid (or a pro-rated
amount thereof) by Lindar Affiliates to a third party platform operator
(including any social media platform operator from time to time) for it to
host, make available or permit access to Lindar Affiliates Games on or
through such platform.
“Unsuitable” means when the Affiliate (or a Group Company of
i. is denied or disqualified from eligibility for any Gaming
Approval or determined by a Gaming Authority to be unsuitable to be
affiliated, associated or connected with any entity that holds a Gaming
ii. has an affiliation, association, connection or
relationship with a third party which causes Lindar Affiliates (or a Lindar
Media Limited Company) to lose or have suspended, revoked, not renewed or
denied, or be threatened by any Gaming Authority with the loss, suspension,
revocation, non-renewal or denial of, a Gaming Approval;
iii. in the reasonable opinion of Lindar Affiliates, is likely
to preclude or materially delay, impede or impair, or jeopardize or threaten
the loss, suspension, revocation, non-renewal or denial of a Gaming Approval
of Lindar Affiliates (or a Lindar Media Limited Company) or any such entity´s
application for, or right to the use of, entitlement to or ability to obtain
or retain any Gaming Approval required for the operation of its business in
any jurisdiction from time to time; or
iv. commits any breach of clause 14 or acts in a manner which
is inconsistent with any Gaming Approval or any requirements, standards,
instructions or conditions of any Gaming Authority,
it being agreed that the Affiliate shall be capable of being
Unsuitable as a result of actions and/or omissions of its officers,
directors, employees, agents, members or those of any Group Company of the
Affiliate or any Sub-Affiliate.
“Valid Click” means a click on a Link on an
Affiliate Website that results in any Brand Website being viewable to the
relevant end user, as recorded by Lindar Affiliates´ systems.
“Lindar Media Limited Company” means any member of
the Lindar Media Group.
“Lindar Media Group” means Lindar Media Limited and
each of its Group Companies from time to time.
“Winnings” means (i) any sums paid to Players by way of cash
prizes that such Players have won when playing Lindar Affiliates Games; and
(ii) contributions booked in accordance with generally accepted accounting
principles towards a progressive jackpot or similar product (irrespective of
when such jackpot is actually paid out). It is acknowledged that the cost of
progressive jackpots and similar products is spread across all affiliates.
2.2. In this Agreement (except where the context otherwise
2.2.1. any reference to a “subsidiary” or “holding company” is
to be construed in accordance with section 1159 of the Companies Act 2006;
2.2.2. any reference to a “party” means a party to this
Agreement and includes its permitted assignees and/or the respective
successors in title to substantially the whole of its undertaking;
2.2.3. any reference to a “person” includes any person,
individual, company, firm, corporation, association, organisation,
foundation, trust, government, state or agency of a state or any undertaking
(whether or not having separate legal personality and irrespective of the
jurisdiction in or under the law of which it was incorporated or exists);
2.2.4. any reference to a statute, statutory instrument, rule
or regulation or any of its provisions is to be construed as a reference to
that statute, statutory instrument, rule or regulation or such provision as
the same may have been or may from time to time hereafter be amended or
2.2.5. a reference to a statute or statutory provision is a
reference to that statute or statutory provision and to all orders,
regulations, instruments or other subordinate legislation made under the relevant
2.2.6. words denoting the singular shall include the plural
and vice versa and words denoting any gender shall include all genders;
2.2.7. any reference to recitals, clauses, paragraphs or
schedules is to recitals, clauses or paragraphs of or schedules to this
2.2.8. any reference to “control” is to be construed in
accordance with section 416 of the Income and Corporation Taxes Act 1988 (and
“controlling” and “controlled” shall be construed accordingly);
2.2.9. any phrase introduced by the terms “including”,
“include”, “in particular”, “for example”, “such as” or any similar
expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms;
2.2.10. any reference to “writing” includes any methods of
representing words in a legible form including writing on an electronic or
visual display screen, such as email (and “written” shall be construed
2.2.11. the clause headings are included for convenience only
and shall not affect the interpretation of this Agreement; and
2.2.12. a reference to any website or webpage at a specified
URL includes a reference to such website or webpage at any amended, updated
or replacement URL from time to time.
2.3. Any schedules form part of the operative provisions of
this Agreement and shall have effect as if set out in full in the body of
this Agreement and any references to this Agreement shall, unless the context
requires otherwise, include the schedules.
3.1. From the Commencement Date, the Affiliate shall:
3.1.1. subject to clause 5.5, post Links to the Brand Websites
on the Affiliate Website; and
3.1.2. otherwise promote the Brand Websites, subject to and in
accordance with the terms of this Agreement,
3.2. The Affiliate shall ensure that it shall always use the
most up-to-date Links and/or Promotional Content made available or approved
by Lindar Affiliates from time to time.
3.3. If Lindar Affiliates requests any change to the
Affiliate´s use and positioning of the Links and/or Promotional Content from
time to time, the Affiliate shall promptly comply with such request.
3.4. The Affiliate shall only place the Links on Affiliate
Websites that have been approved by Lindar Affiliates in writing.
3.5. On Lindar Affiliates´ request, the Affiliate shall
promptly provide to Lindar Affiliates such information as Lindar Affiliates
may reasonably request to enable Lindar Affiliates to monitor the Affiliate´s
compliance with this Agreement.
4.1. In consideration for performance of the Services, Lindar
Affiliates will pay to the Affiliate as agreed between the parties as part of
the application process or otherwise, either:
4.1.1. the Affiliate Revenue Share; or
4.1.2. the Cost Per Acquisition; or
4.1.3. the Affiliate Revenue Share and the Cost Per
(if the parties have not agreed such payments as part of the
application process or otherwise then Lindar Affiliates will pay to the
Affiliate the relevant Commission Structure; and
4.1.4. if applicable, Referral Commission,
4.2. The Affiliate may promote the Affiliate Programme to
other potential affiliates by posting on the Affiliate´s Website a hyperlink
made available by Lindar Affiliates for such purpose. If any person applies to
join the Affiliate Programme directly via any such hyperlink (as recorded by
Lindar Affiliates´ systems) and such person is accepted as an affiliate by
Lindar Affiliates (a “Sub-Affiliate”), Lindar Affiliates will pay to
the Affiliate an amount equal to 2% of the commission paid by Lindar
Affiliates to such Sub-Affiliate (excluding any commission paid to such
Sub-Affiliate in respect of any sub-affiliates successfully referred to the
Affiliate Programme by such Sub-Affiliate) pursuant to Lindar Affiliates´
agreement with such Sub-Affiliate (the “Referral Commission”).
4.3. If the Affiliate has a negative monthly balance in
respect of Commission payable by Lindar Affiliates, the Affiliate’s monthly
balance is automatically reset to £0 at the beginning of each calendar month,
to ensure that no negative balances are carried forward.
4.4. Lindar Affiliates will provide the Affiliate with a
statement setting out, in relation to each calendar month, Commission per
Brand Website payable by Lindar Affiliates to the Affiliate in accordance
with this Agreement.
4.5. On or before the 15th of each calendar month, Lindar
Affiliates will pay the Commission due to the Affiliate in respect of the
previous calendar month based upon the statement provided by Lindar Affiliates
in accordance with clause 4.4.
4.6. Minimum payment thresholds depend upon the payment method
selected by the Affiliate. If the balance of the Commission due to the
Affiliate in respect of any calendar month is less than the following payment
thresholds, such Commission will be carried over into subsequent months until
the thresholds have been reached:
4.6.1. UK Bank Transfer – £25;
4.6.2. International Bank Transfer – £200; and
4.6.3. Neteller – £25.
4.7.1 Lindar Affiliates may review the balance of the
Commission due to each Affiliate every six (6) months during the Term
(starting on or around the Commencement Date) (each, a “Review Date”).
If at any Review Date the balance of the Affiliate´s account has not reached
or exceeded £5, any Commission due to such Affiliate shall, at Lindar
Affiliates´ election, be declared void and the balance of its account in
relation to any Commission owed shall be reset to £0.
4.7.2 It is the sole responsibility of the Affiliate to
invoice Lindar Affiliates in a timely manner. Any amount owed but not
invoiced by the Affiliate within six months of generating commission will be
written off at the discretion of Lindar Affiliates.
4.8. Interest shall be due for late payment on any overdue
amount until the date of actual payment, calculated at a rate of two per cent
(2%) per annum above the base rate for the time being of Barclays Bank plc.
4.9. If an Affiliate provides incorrect bank details and a
payment is unsuccessful and returned to Lindar Affiliates by its bank payment
processor, Lindar Affiliates will investigate and notify the Affiliate and
request corrected bank account details. Such unsuccessful payments will only
be credited to the Affiliate´s corrected account details once Lindar
Affiliates has been notified by its payment processor that the payment has
been successfully retrieved. The Affiliate will have the bank charges
associated with any such error deducted from its Commission.
4.10. Lindar Affiliates reserves the right to withhold payment
of the Commission to an Affiliate if: (i) it believes or suspects that any
transaction or other activity relating to any Link, the Lindar Affiliates
Website, the Affiliate Website or any Brand Website is suspicious, fraudulent
and/or involves or may involve financial crime or similar activity; or (ii)
there is a breach or suspected breach of clause 14 by the Affiliate. In such
event, Lindar Affiliates reserves the right to retain any revenues relating
to that transaction or activity and any other revenues relating to the
5. AFFILIATE OBLIGATIONS
5.1. The Affiliate shall provide the Services in accordance
with Good Industry Practice.
5.2. The Affiliate shall meet and maintain all Player
registration requirements relating to the Brand Websites (including that the
Affiliate must be at least 18 years of age to register as a Player of the
5.3. The Affiliate shall not provide the information of
another person with the intention of impersonating that person or deceiving
Lindar Affiliates or other affiliates as to its true identity.
5.4. The Affiliate shall refrain from marketing the Affiliate
Website in any way that might compete with Lindar Affiliates and/or its
licensors´ own marketing efforts, unless the Affiliate has received prior
written approval from Lindar Affiliates in such regard. Without limiting the
generality of the foregoing the Affiliate shall not drive pay-per-click
traffic to the Lindar Affiliates Website, any Brand Website, the Affiliate
Website or any other website, including via any search engine, directory or
online database, by bidding on search terms, key words or other identifiers
that consist of, include or are confusingly similar to (i) any of the Brand
Marks; and/or (ii) any of the Prohibited Terms.
5.5. The Affiliate shall not use misleading Links or
Promotional Content or cause any Links to open in an end user´s browser other
than as a result of the end user making a Valid Click.
5.6. The Affiliate shall not:
5.6.1. apply for, or obtain, registration of any of the Brand
Marks or Prohibited Terms for any goods and services anywhere in the world;
5.6.2. apply for, or obtain, registration of any trade mark or
service mark anywhere in the world which consists of, includes, or is
confusingly similar to the Brand Marks or Prohibited Terms or any of them; or
5.6.3. apply for, or obtain, registration of any domain name
or sub-domain anywhere in the world which consists of, includes, or is
confusingly similar to the Brand Marks or Prohibited Terms or any of them.
5.7. The Affiliate shall, immediately upon Lindar Affiliates´
request and in accordance with Lindar Affiliates´ instructions, assign and/or
transfer to Lindar Affiliates (and/or its licensors), or delete (in Lindar
Affiliates´ and/or its licensors´ sole discretion), any trade mark, service
mark, domain name and or sub-domain registration or application obtained
and/or registered and/or applied for in breach of clause 5.6. This obligation
shall apply irrespective of whether such trade mark, service mark, domain
name and/or sub-domain registration or application was made before, on or
after the Commencement Date. Until such time as the trade mark, service mark,
domain name and/or sub-domain registration or application has been assigned
or transferred to Lindar Affiliates in accordance with this clause:
5.7.1. Lindar Affiliates may, in its sole discretion, withhold
all Commission payments that may be due to the Affiliate; and
5.7.2. the Affiliate shall not allow the trade mark, service
mark, domain name and/or sub-domain registration or application to lapse.
5.8. Except as expressly set out in this Agreement, the
Affiliate shall not use in its business (including as, or as part of, its
corporate or trading name or logo), or on or in relation to the Affiliate
Website, any trade mark or service mark which consists of, includes or is
confusingly similar to any of the Brand Marks or Prohibited Terms.
5.9. The Affiliate shall not copy, and shall otherwise ensure
that the Affiliate Website does not have the look and feel of, the whole or
any part of any of the Brand Websites.
5.10. The Affiliate shall not use any promotional content or
hyperlinks of any kind (other than Promotional Content or Links) in relation
to a Brand Website or the Lindar Affiliates Website.
5.11. The Affiliate shall not place Links or Promotional
Content in newsgroups or unsolicited email.
5.12. If the Affiliate emails its opt-in email lists in
relation to a Brand Website as permitted by clause 10.1.2, the Affiliate
5.12.1. clearly display an unsubscribe feature at the bottom
of the email (clearly detailing methods of unsubscribing from the mailing
5.12.2. clearly include the header of the applicable Brand
Website in the email (incorporating the relevant Brand Marks);
5.12.3. not send any promotional offers relating to the Lindar
Affiliates Website or the Brand Websites to recipients under the age of 18;
5.12.4. not send any offers relating to the Lindar Affiliates
Website or the Brand Websites to people who have not willingly submitted
their email address and opted-in to receive promotional material; and
5.12.5. comply with all applicable Data Protection Laws.
5.13. If any form of spam is sent (or alleged to have been
sent) by or on behalf of an Affiliate, Lindar Affiliates may, at its sole
discretion, terminate this Agreement (and all other agreements with such
Affiliate) immediately on written notice to the Affiliate and withhold all
funds then due. Lindar Affiliates may incur expenses in dealing with
complaints and other issues arising from any spam generated mail sent by or
on behalf of the Affiliate and these expenses may, at Lindar Affiliates´ sole
discretion, be deducted from the Commission from time to time. Should these
expenses not be covered by the Commission, the Affiliate hereby agrees to
indemnify and hold harmless Lindar Affiliates and all members of the Lindar
Media Group from and against all losses, damages, costs, expenses,
liabilities and claims (including reasonable legal expenses) incurred by or
awarded against Lindar Affiliates or any members of the Lindar Media Group
due to or in connection with any breach by the Affiliate of this clause 5.13.
5.14 Send invoices to email@example.com within two months of generating commission
through the Affiliate Programme.
6. AFFILIATE ACCOUNTS
6.1. The Affiliate shall be responsible for maintaining the
confidentiality of its email, password and all usage and activity on its
Lindar Affiliates account, including use of such account by a third party
authorised by the Affiliate to use its account.
6.2. The Affiliate shall notify Lindar Affiliates by email at firstname.lastname@example.org
of any known or suspected unauthorised uses of its account, or any known or
suspected breach of security, including loss, theft or unauthorised
disclosure of its email and/or password.
6.3. The Affiliate agrees that Lindar Affiliates may rely on
any data, notice, instruction or request furnished to it by the Affiliate or
by a person reasonably believed by Lindar Affiliates to be authorised to act
on the Affiliate´s behalf.
6.4. Affiliate Websites that comprise cashback and incentive
websites are allowed to participate in the Affiliate Programme provided that:
(i) Lindar Affiliates reserves the right to limit the amount of cashback
given away by cashback websites for all Brand Websites; and (ii) each
cashback operator must make Lindar Affiliates aware of the nature of their
website as part of such operator’s application to join the Affiliate
Programme so that Lindar Affiliates can evaluate such operators´ possible
participation and approve or reject such application accordingly in Lindar
Affiliates’ sole discretion.
7.1. Each party represents and warrants to the other that it
has and will retain throughout the Term all right, title and authority to
enter into this Agreement, to grant to the other party the rights and
licences granted in this Agreement and to perform all of its obligations
under this Agreement.
7.2. Affiliate warrants, represents and undertakes (as
applicable) on a continuing basis that:
7.2.1. the Affiliate Website, any content thereon, and any
domain name or sub-domain associated with the Affiliate Website:
18.104.22.168. is not aimed at children;
22.214.171.124. does not contain any Prohibited Material or (other
than as permitted by this Agreement) any Brand Mark or Prohibited Term;
126.96.36.199. does not infringe the rights (including the
Intellectual Property Rights) of any third party; and
188.8.131.52. is solely owned and/or controlled by the Affiliate;
7.2.2. it will comply at all times with any and all applicable
7.2.3. it has obtained and will maintain all necessary
registrations, authorisations, consents and licences to enable it to fulfil
its obligations under this Agreement;
7.2.4. it will not make any application to register any trade
or service mark, business name, company name, domain name or sub-domain which
consists of, includes or is confusingly similar to any Brand Mark or
7.2.5. it will perform its obligations under this Agreement in
accordance with Good Industry Practice;
7.2.6. it will not make, and shall procure that none of its
employees make, any defamatory or derogatory statements about, or take part
in any activities which are or might reasonably be perceived to be derogatory
of or detrimental to the reputation of any of the Brand Websites, Lindar
Affiliates or any member of the Lindar Media Group;
7.2.7. it will comply with all Applicable Laws, including Data
7.2.8. it has not violated any Applicable Laws, including laws
relating to gaming in the U.S., prior to the date of this Agreement;
7.2.9. it will not intercept or complete any registration form
submitted by Players or potential Players to Lindar Affiliates (and/or any other
communications between any such persons and Lindar Affiliates);
7.2.10. it will not intercept, redirect or otherwise interfere
with traffic from the website of any other Lindar Affiliates affiliate; and
7.2.11. all information it submits to Lindar Affiliates on the
application form and in all other communications between the parties is
complete and accurate.
7.3. The Lindar Affiliates Website, Brand Marks, Links,
Promotional Content and the Brand Websites are provided on an “as is” and “as
available” basis, without warranties of any kind, either express or implied,
including implied warranties of the ability and fitness for a particular
purpose of the Lindar Affiliates Website, the Promotional Content or the
Brand Websites, unless such warranties are legally incapable of exclusion.
Lindar Affiliates does not guarantee that: (i) the Lindar Affiliates Website
or the Brand Websites will be uninterrupted or error-free; (ii) that defects
on or in the Lindar Affiliates Website or the Brand Websites will be corrected;
(iii) there are no viruses or other harmful components on or in the Lindar
Affiliates Website or the Brand Websites; (iv) the security methods employed
on or in the Lindar Affiliates Website or the Brand Websites will be
sufficient; (v) any content on the Lindar Affiliates Website or the Brand
Websites is correct, accurate, or reliable; or (vi) the Lindar Affiliates
Website, Brand Marks, Links, Promotional Content and the Brand Websites will
not infringe the Intellectual Property Rights of any third party.
8.1. Without prejudice to Lindar Affiliates´ other rights or
remedies under this Agreement, the Affiliate shall fully indemnify and hold
harmless Lindar Affiliates and members of the Lindar Media Group, affiliates,
employees, officers and directors (collectively, these are referred to in
this clause 8 as “Associates”) from and against all losses, damages,
costs, expenses, liabilities and claims (including reasonable legal expenses)
incurred by or awarded against Lindar Affiliates or any of its Associates due
to or in connection with any breach by the Affiliate of:
8.1.1. any of the warranties set out in clause 7 (Warranties);
8.1.2. clauses 5.1 to 5.12 (inclusive) (Affiliate
8.1.3. clause 10 (Grant of Rights); or
8.1.4. a breach of any provision of this Agreement.
8.2. The Affiliate shall not use the name of any Lindar Media
Limited Company or its licensors in any action or claim without the prior
written consent of Lindar Affiliates.
8.3. The Affiliate shall, if requested by Lindar Affiliates,
give full co-operation (at the Affiliate’s cost) to Lindar Affiliates or any
Associate in any action, claim or proceedings in respect of which the
Affiliate indemnifies Lindar Affiliates and its Associates pursuant to this
9. LIMITATION OF LIABILITY
9.1. Neither Lindar Affiliates nor any member of the Lindar
Media Group shall be liable to the Affiliate or to any third party in
contract, tort (including negligence) or howsoever arising for any:
9.1.1. loss arising from or in connection with loss of
revenues, profits, contracts or business or failure to realise anticipated
9.1.2. loss of goodwill or reputation; or
9.1.3. indirect or consequential losses
suffered or incurred by the Affiliate and arising out of or in
connection with this Agreement, even if such loss was reasonably foreseeable
or Lindar Affiliates or the relevant member of the Lindar Media Group had
been advised of the possibility of the Affiliate incurring it.
9.2. Nothing in this Agreement shall exclude or limit either
party´s liability for: (i) fraud or fraudulent misrepresentation; (ii) death
or personal injury resulting from its negligence or the negligence of its
employees or agents; or (iii) any other matter which cannot be excluded or
limited by Applicable Laws.
9.3. The total aggregate liability of Lindar Affiliates to the
Affiliate for loss or damage under or in connection with this Agreement and
in connection with any event or connected series of events shall not exceed
the total Commission paid to the Affiliate by Lindar Affiliates in the 12
months preceding the date on which the liability occurred. This clause shall
not limit Lindar Affiliates´ liability to pay any sums due to an Affiliate
pursuant to clause 4.
10. GRANT OF RIGHTS
10.1. Subject to the Affiliate´s compliance with this
Agreement, Lindar Affiliates hereby grants to the Affiliate a non-exclusive,
non-transferable, non-sublicensable, non-assignable, revocable, royalty free
licence, during the Term, to use the Brand Marks solely in connection with:
10.1.1. making the Links available on the Affiliate Website
for the purpose of performing the Services; and
10.1.2. marketing the Lindar Affiliates Website and/or the
Brand Websites through Promotional Content provided by or on behalf of Lindar
Affiliates (including by emailing persons who have consented to receive such
in each case solely in the manner directed or otherwise
consented to in advance by Lindar Affiliates and in accordance with all
Applicable Laws, any and all applicable Brand Guidelines, and this Agreement.
10.2. If and to the extent that any Links and/or Promotional
Content are created by or on behalf of the Affiliate, the Affiliate hereby
irrevocably and unconditionally assigns to Lindar Affiliates with full title
guarantee all right, title and interest (including Intellectual Property
Rights) worldwide in perpetuity in and to such Links and/or Promotional
Content without restriction. The Affiliate waives all “moral rights” under
the Copyright Designs and Patents Act 1988 in such Links and/or Promotional
Content (and all similar or equivalent rights in any jurisdiction), and
hereby grants to Lindar Affiliates all the consents required by Lindar
Affiliates to exploit such Links and Promotional Content, without limitation
so far as possible in perpetuity for any purpose. The Affiliate shall only
use such Links and Promotional Content for the purpose of fulfilling its
10.3. The Affiliate shall not use the Brand Marks for any
purpose not authorised hereunder, and shall not make any alteration to or
modification of any of the Brand Marks without the prior written consent of
Lindar Affiliates and/or its licensors (as applicable).
10.4. The Affiliate acknowledges and agrees that, other than
in accordance with the licences granted to it pursuant to this clause 10:
10.4.1. it neither has nor obtains any right, title or
interest in or to the Brand Marks or Intellectual Property Rights of Lindar
Affiliates or its licensors (including any such right, title or interest as
may exist in the Lindar Affiliates Website, the Brand Websites, the
Prohibited Terms, the Brand Marks, the Links, the Promotional Content and any
Player Data); and
10.4.2. all right, title and interest (including goodwill)
arising from the Affiliate´s use of the Brand Marks and any Intellectual
Property Rights belonging to Lindar Affiliates or its licensors will vest in
and/or accrue to Lindar Affiliates or its licensors (as applicable). The
Affiliate agrees to enter into a confirmatory assignment of any such right,
title, interest and/or goodwill, if requested by Lindar Affiliates or its
10.5. The Affiliate shall not do, cause or authorise, or omit
to be done, anything which in Lindar Affiliates´ reasonable opinion will or may
in any way impair, damage or be detrimental or adversely affect the
reputation or goodwill associated with Lindar Affiliates (or its licensors)
or any of the Lindar Media Group Companies, the Brand Marks, or the
Intellectual Property Rights vested in Lindar Affiliates (or its licensors)
or any Lindar Media Limited Company (or any of their respective licensors).
The Affiliate shall not use the Brand Marks or Intellectual Property Rights
of Lindar Affiliates (or its licensors) or any Lindar Media Limited Company
(or any of their respective licensors) in any manner likely to cause harm to
the distinctive character or validity of those Brand Marks or Intellectual
10.6. Lindar Affiliates and/or its licensors shall, in their
absolute discretion, decide what action to take (if any) in respect of any
infringement of the Brand Marks or any Intellectual Property Rights that may
from time to time be vested in any Lindar Media Limited Company and/or their
licensors. Lindar Affiliates and/or its licensors shall have exclusive
control over, and conduct of, all claims and proceedings arising out of or in
connection with such Brand Marks and other Intellectual Property Rights, and
shall be entitled to retain all sums recovered in any action for their own account.
The Affiliate shall not make any admissions other than to Lindar Affiliates
and/or its licensors and shall provide Lindar Affiliates and/or its licensors
with all assistance that they may reasonably require in the conduct of any
claims or proceedings.
10.7. The provisions of section 30 of the Trade Marks Act 1994
(and any similar or equivalent legislation in any jurisdiction) are expressly
10.8. Lindar Affiliates and/or its licensors may at any time
in their sole discretion, with or without notice to the Affiliate, and with
no further liability to the Affiliate:
10.8.1. modify any of the Brand Marks or Brand Websites;
10.8.2. discontinue, withdraw, terminate or cease using any of
the Brand Marks or Brand Websites included in the Affiliate Programme. In
such event this Agreement shall automatically terminate in relation to the
relevant Brand Mark(s) and/or Brand Website(s).
11.The Affiliate agrees to promptly do and/or procure the
doing of all things and to sign and execute and/or procure the signing and
execution of all such documents and deeds as may be required in order to
perfect and protect or enforce any of the Brand Marks, Brand Websites or
Intellectual Property Rights of Lindar Affiliates, any Lindar Media Limited
Company and/or their licensors, and to ensure that all right, title and
interest (including Intellectual Property Rights) that may in this Agreement
be expressed to vest in Lindar Affiliates or any Lindar Media Limited Company
and/or their licensors shall so vest.
12. CONFIDENTIAL INFORMATION
12.1. Subject to clauses 12.2, 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 and any employees,
agents or subcontractors who need to know such information for the
performance of this Agreement and provided that such party shall inform each
of them of, and procure their compliance with the terms of this clause 12),
the terms of this Agreement or any Confidential Information concerning the
other party or any Group Company of such other party which may have or may in
the future come to its knowledge. Neither party shall use any such
Confidential Information except for the performance of this Agreement.
12.2. The obligation of confidentiality contained in clause
12.1 shall not apply or (as the case may be) shall cease to apply to
Confidential Information which:
12.2.1. at the time of its disclosure by the disclosing party
is already in the public domain, or which subsequently enters the public
domain, other than by breach of this Agreement by the receiving party;
12.2.2. is already known to the receiving party (as evidenced
by written records) at the time of its disclosure by the disclosing party and
was not otherwise acquired by the receiving party from the disclosing party
under any obligations of confidence;
12.2.3. is at any time after the Commencement Date acquired by
the receiving party from a third party having the right to disclose the same
to the receiving party without breach of obligation owed by that third party
to the disclosing party;
12.2.4. is required to be disclosed by Applicable Laws or
order of a court of competent jurisdiction or government department or
agency, provided that prior to such disclosure the receiving party shall,
wherever possible and permitted by Applicable Laws, advise the disclosing
party of the proposed form of the disclosure;
12.2.5. is independently developed by the receiving party
without reference to the Confidential Information of the disclosing party; or
12.2.6. the disclosing party informs the receiving party in
writing is not Confidential Information.
12.3. Lindar Affiliates shall be entitled to disclose
Confidential Information relating to the Affiliate (which may include contact
details and other Personal Data) to its licensors or other third party
complainants (or their professional advisers) if Lindar Affiliates believes
(in its sole discretion), or a third party alleges, that the Affiliate: (i)
has infringed the rights of Lindar Affiliates, its licensors or any third
party or has otherwise incorporated any Prohibited Material into the
Affiliate Website; (ii) has registered any domain name or sub-domain in bad
faith; (iii) is in breach of any Applicable Laws or regulatory requirement; or
(iv) has sent or caused to be sent any form of spam.
12.4. Neither party shall make any public announcements with
respect to any aspect of this Agreement or its relationship with the other
party without the prior written approval of the other party for each
13.TERM AND TERMINATION
13.1. This Agreement shall commence on the Commencement Date
and remain in effect until terminated in accordance with the terms of this
13.2. The Affiliate may terminate this Agreement with respect
to any Brand Website, for any reason upon 7 days´ prior written notice to
13.3. Lindar Affiliates may terminate this Agreement with
respect to any Brand Website, for any reason immediately on written notice to
the Affiliate at any time. It is acknowledged, without prejudice to the
generality of the foregoing, that Lindar Affiliates may elect to terminate
this Agreement or any part of it if Lindar Affiliates considers that: (i) a
promotion published or operated by the Affiliate is: (a) harmful,
inappropriate or aimed at undesirable countries; or (b) in any way in breach
of this Agreement; or (ii) if the Affiliate sends or causes to be sent (or is
alleged to have sent) any form of spam.
13.4. If Lindar Affiliates serves notice to terminates this
Agreement in accordance with its terms, Lindar Affiliates shall be entitled
to terminate (in such notice or in a separate notice) any or all other
agreements that it has with the Affiliate at the time of termination of this
13.5. Either party may terminate this Agreement immediately on
written notice if the other party commits a material breach of any term of
this Agreement that is irremediable or, if remediable, is not remedied by the
other party within 7 days of the day on which such breach first occurred.
13.6. Either party may terminate this Agreement with immediate
effect by written notice to the other party if: (i) the other party becomes
insolvent or unable to pay its debts within the meaning of section 123
Insolvency Act 1986 or any statutory modification or re-enactment thereof or
equivalent provision in another jurisdiction; or (ii) any step, action,
application, order, proceeding or appointment is taken or made by or in
respect of the other party in relation to the whole or any part of its
undertaking for a voluntary arrangement or composition or reconstruction of
its debts, a distress, execution, composition or arrangement with creditors,
or winding-up, dissolution, administration, receivership (administrative or
otherwise) or bankruptcy or ceasing or threatening to cease to do business,
or an analogous event occurs to the other party in any jurisdiction to which
it is subject.
13.7. Upon termination of this Agreement or any part of it:
(i) the Affiliate shall no longer be entitled to access the Lindar Affiliates
Website or the relevant part of it; (ii) the Affiliate must remove from the
Affiliate Website and cease to use and/or distribute (in any way) all
relevant Brand Marks and Promotional Content, and disable all relevant Links;
(iii) all relevant rights and licenses given to the Affiliate in this
Agreement shall immediately terminate; and (iv) (within 5 days of termination
of this Agreement in its entirety, the Affiliate must immediately return to
Lindar Affiliates or (in Lindar Affiliates´ sole discretion) destroy or
permanently delete all the property in the Affiliate´s possession or under
its control that either (i) belongs to Lindar Affiliates, and Lindar Media
Limited Company and/or any of their licensors; and/or (ii) contains any
Confidential Information of Lindar Affiliates or any Lindar Media Limited
13.8. If Lindar Affiliates terminates this Agreement or any
part of it, Lindar Affiliates retains the right to withhold Commission
otherwise payable to the Affiliate in respect of the month in which such
termination occurs and which relates to that portion of the Agreement that
has been terminated.
13.9. After termination, the Affiliate will not be entitled to
Commission with respect to Players registered before, on or after the date of
termination of this Agreement.
13.10. If Lindar Affiliates continues to permit Players who
have clicked on Links to register with the relevant Brand Website after
termination, this will not constitute a continuation or renewal of this
Agreement or a waiver of termination.
13.11. The following clauses of this Agreement shall survive
termination of this Agreement: 7, 8, 9, 10.2, 10.4, 10.5, 11, 13.7, 13.8,
13.9, 13.10, 13.11, 14, 15, 16 and 17, and any other clauses, the survival of
which is necessary for the interpretation or enforcement of this Agreement.
14. REGULATORY MATTERS
14.1. The Affiliate shall provide such information to Lindar
Affiliates as Lindar Affiliates may reasonably require in order to satisfy
any information reporting, disclosure and other related obligations to any
Gaming Authority from time to time. The Affiliate shall cooperate with
requests, inquiries, investigations and the like of any Gaming Authority in
connection with the performance of this Agreement, including the disclosure
of information to any Gaming Authority that would otherwise be considered
confidential pursuant to clause 12 of this Agreement.
14.2. Lindar Affiliates shall be entitled to terminate this
Agreement immediately on notice to the Affiliate if, in Lindar Affiliates´
reasonable opinion, the Affiliate is in breach of any relevant advertising
law, regulation or code of practice (including the UK Code of Non-broadcast,
Advertising, Sales Promotion and Direct Marketing and the Gambling Industry
Code for Socially Responsible Advertising, if applicable).
14.3. Insofar as the Affiliate carries out activities pursuant
to this Agreement on behalf of Lindar Affiliates and such activities are
subject to any Gaming Approval issued to Lindar Affiliates from time to time,
the Affiliate shall conduct itself as if it is bound by the relevant
conditions and the relevant codes of practice to which Lindar Affiliates is
subject pursuant to such Gaming Approval.
14.4. It is acknowledged that Lindar Affiliates and the Lindar
Media Group Companies conduct business in a highly regulated industry under
Gaming Approvals issued by Gaming Authorities. In order to ensure compliance
with the requirements of Gaming Authorities and to ensure that Lindar
Affiliates is able to maintain such Gaming Approvals, Lindar Affiliates may
evaluate the suitability of entities with which it does business from time to
time. If Lindar Affiliates, acting in good faith and in accordance with
industry practice, determines the Affiliate to be Unsuitable (a “Determination”),
Lindar Affiliates may terminate this Agreement immediately by giving written
notice to the Affiliate and withhold any monies then due to the Affiliate.
14.5. No payments or undue financial or other advantage of any
kind shall be made by the Affiliate or its personnel, directly or indirectly,
to any entity, government, corporation or other person for the purpose of
improperly influencing the consideration of applications for a business
activity or the receipt of any other benefits, including the obtaining or
retaining of business. The Affiliate shall:
14.5.1. comply with all Applicable Laws, statutes and
regulations relating to anti-bribery and/or anti-corruption (including, if
applicable, the UK´s Bribery Act 2010);
14.5.2. not engage in any activity, practice or conduct which
constitutes an offence under any applicable anti-bribery and/or
anti-corruption legislation (including acts which would constitute an offence
under sections 1, 2 or 6 of the UK´s Bribery Act 2010 if such activity, practice
or conduct had been carried out in the UK); and
14.5.3. notify Lindar Affiliates immediately if it becomes
aware that, or has reason to believe that, it has breached its obligations
under this clause 14.5.
15.1. Nothing in this Agreement is intended to or shall
operate to create a partnership or joint venture of any kind between the
parties, or to authorise any party to act as agent for any other, or create
an employee-employer relationship, and no party shall have authority to act
in the name or on behalf of or otherwise to bind any other in any way or to
hold itself out in its advertising or otherwise in any manner which would
indicate or imply any such relationship with the other unless expressly
provided otherwise in this Agreement.
15.2. Unless expressly so agreed, no modification or variation
of this Agreement shall constitute or be construed as a general waiver of any
provisions of this Agreement, nor shall it affect any rights, obligations or
liabilities under this Agreement which have already accrued up to the date of
such modification or waiver, and the rights and obligations of the parties
under this Agreement shall remain in full force and effect, except and only
to the extent that they are so modified or varied.
15.3. In no event will any delay, failure or omission (in
whole or in part) in enforcing, exercising or pursuing any right, power,
privilege, claim or remedy conferred by or arising under this Agreement or by
law, be deemed to be or construed as a waiver of that or any other right,
power, privilege, claim or remedy in respect of the circumstances in
question, or operate so as to bar the enforcement of that, or any other
right, power, privilege, claim or remedy, in any other instance at any time
or times subsequently.
15.4. Except insofar as this Agreement expressly provides that
a third party may in his own right enforce a term of this Agreement, a person
who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 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 that Act. For the avoidance of doubt, the relevant
Lindar Media Limited Company can directly enforce the provisions of clauses
5.13, 7, 8, 10.5, 11 and 13.7.
15.5. Notwithstanding the covenants for title made in clause
10.2, the Affiliate shall at the cost and expense of Lindar Affiliates
execute or cause to be executed all such other documents and do or cause to
be done all such further acts and things consistent with the terms of this
Agreement as Lindar Affiliates may from time to time reasonably require in
order to vest in and secure to Lindar Affiliates and its successors in title
the full benefit of the assets, rights and benefits to be transferred or
granted to Lindar Affiliates under this Agreement and for the protection and
enforcement of the same and otherwise to give full effect to the terms of
15.6. This Agreement constitutes the entire agreement and
understanding of the parties relating to the subject matter of this Agreement
and supersedes any previous agreement or understanding between the parties
(or any of them) in relation to such subject matter. In entering into this
Agreement, the parties have not relied on any statement, representation,
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 this 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
15.7. Save as set out in clause 15.8, neither party shall
without the prior written consent of the other party (such consent not to be
unreasonably withheld, conditioned or delayed) assign at law or in equity
(including by way of a charge or declaration of trust), sub-license or deal
in any other manner with this Agreement or any rights under this Agreement,
or sub-contract any or all of its obligations under it or purport to do any
of the same. Any purported assignment in breach of this clause shall confer
no rights on the purported assignee.
15.8. The Affiliate shall not be entitled to sub-contract,
assign or sub-licence any of its rights or obligations under this Agreement
without obtaining the prior written consent of Lindar Affiliates. Lindar
Affiliates shall be entitled to sub-contract any or all of its obligations
and/or sub-license or assign any or all of its rights under this Agreement at
15.9. If any provision of this Agreement shall be found by any
court or administrative body of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability shall not affect the other
provisions of this Agreement which shall remain in full force and effect. If
any provision of this Agreement is so found to be invalid or unenforceable
but would be valid or enforceable if some part of the provision were deleted,
the provision in question shall apply with such modification(s) as may be
necessary to make it valid.
15.10. This Agreement is for commercial use only, and neither
the Affiliate nor its employees, or their family members, friends or
associates may make purchases, directly or indirectly, through the Links for
its or their own personal use or to fraudulently increase the Commission or
for other fraudulent purposes.
15.11. Affiliates will not knowingly benefit from known or
suspected traffic not generated in good faith whether or not it actually
causes damage to Lindar Affiliates. Lindar Affiliates reserves the right to
retain all amounts due to the Affiliate under this Agreement if it has
reasonable cause to believe that such traffic has been caused with the
Affiliate´s knowledge. Even if the Affiliate has not knowingly generated such
traffic, Lindar Affiliates reserves the right to withhold the Commission with
respect to such traffic.
15.12. Lindar Affiliates reserves the right to change, modify,
add or remove portions of this Agreement at any time and may add to, change,
suspend or discontinue any aspect of the Affiliate Programme at any time.
Lindar Affiliates recommends that the Affiliate checks this Agreement for
changes regularly. The Affiliate may either agree to such changes or
terminate this Agreement in accordance with the terms of this Agreement.
15.13. Any notice relating to a breach of this Agreement, a
claim under clause 8 of this Agreement, or termination of this Agreement,
shall be in writing and shall be served by hand, prepaid first class recorded
delivery (including special delivery), courier or prepaid first class
recorded airmail to Lindar Affiliates´ address as set out above or the
Affiliate´s address as stated in its Affiliate Programme application (as
applicable). Any notice properly sent or delivered in accordance with the
foregoing shall be deemed to have been received: (i) if delivered personally
by hand, on the day and at the time of delivery if delivered between 09.00
and 17.00 on any working day and otherwise at 09.00 on the next working day;
(ii) if sent by first class recorded delivery (including special delivery),
at 09.00 on the 2nd working day after posting; (iii) if sent by prepaid first
class recorded airmail, at 09.00 on the 5th working day after posting; and
(iv) if sent by courier, at the time of signature on the courier´s receipt if
delivered at or before 17.00 on any working and otherwise at 09.00 on the
next working day.
16. GOVERNING LAW AND JURISDICTION
16.1. The validity, construction and performance of this
Agreement (and any claim, dispute or matter arising under or in connection
with it or its enforceability or formation) shall be governed by and
construed in accordance with the laws of England.
16.2. Each party irrevocably submits to the exclusive
jurisdiction of the English courts over any claim, dispute or matter arising
under or in connection with this Agreement (including non-contractual
disputes or claims) or its enforceability or formation or the legal relationships
established by this Agreement and waives 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.
17. DATE OF AGREEMENT
17.1. This Agreement was last updated on 22 May 2018 and
supersedes any previous agreement.
SCHEDULE 1 : Brand Websites
Schedule 2 :Affiliate Commission Structures
structure are unique to each Affiliate, negotiated and approved by an
Affiliate Manager. There are no blanket or default structure in use.
Schedule 3 :Minimum Deposit and Wagering Requirements
As default, minimum deposit requirement will be £10 or
€10, but your Affiliate manager may agree a bespoke baseline for your
account. If this is the case, the affiliate will be made aware of this upon
their individual agreement.
Schedule 4 : Prohibited PPC Terms