AFFILIATE TERMS CONDITIONS
VERSION 1. EFFECTIVE FROM 10.06.2025
This is an agreement (“The Affiliate Agreement”) between you (“you” or “Affiliate”) and www.seg.mt (“Company”, “us”, “we” or "Affiliate Program" or “SEG” . By registering for the Affiliate Program, and by accessing and using any of our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be
deemed to have read, understood and agreed to the Affiliate Agreement. We may periodically make modifications to this Agreement. Affiliates will be emailed with any term changes. While we will do our best to notify you of such changes, we recommend that you revisit this page regularly. Your continued use of the Affiliate Program will constitute your consent to the updated Agreement. If you have any questions regarding the Affiliate Program or this Affiliate Agreement, please email us at [email protected]
1. Definitions
Affiliate Agreement means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of the Company and/or Websites made known to the Affiliate from time to time.
Additional Payments, if and as applicable, the Flat Fee
and/or the Listing Fee.
Administrative Fees means any administrative fees
charged by the Company relating to the Affiliate Program.
Affiliate, you or your means the person, company, or
other entity which you detail in the Application Form.
Affiliate Account means the account which you have with
the Affiliate Program which you can access through the Affiliate Program
Website.
Affiliate Program is the SEG affiliate program operated
by the Company and made available through the Affiliate Program Website.
Affiliate Program Sitemeans the website located at
www.seg.mt
Application Form means the application form in order to
register for participation in the Affiliate Program made available through
the Affiliate Program Website and which is available at
https://seg.mt/
or at such other URL as may be designated by us from time to time.
Application Approvalas defined in Section 2.7.
Affiliate Site or Affiliate Sitesmeans the websites,
mobile applications that you own and operate or Sent Marketing, which you
detail in your Application Form or which is agreed to in an IO.
Affiliate Payments means, if and as applicable, the
Revenue Share Commission, CPA Commission, Hybrid Commission, Fixed Fee,
Listing Fee that the Affiliate is to receive.
Applicable Laws means all applicable laws, directives,
regulations, marketing guidelines, rules, mandatory codes of practice or
conduct, standards, judgments, judicial orders, ordinances, and decrees
imposed by law or any competent governmental or regulatory authority or
agency.
Back Office means the software that is used by the
Company to manage the Affiliate Program.
Bonuses mean any credits, bonuses, bonus points, or
other promotional amounts.
CPA Commission means if and as applicable, a fixed
payment amount, that the Affiliate is to receive, for each person who
during the term of the relevant IO: (i) becomes a Customer on a Promoted
Site in accordance with the terms of the Agreement; (ii) makes a minimum
real money deposit of an amount as determined in an IO on a Promoted Site;
and (iii) wagers a minimum amount as determined in such IO on a Promoted
Site. For the avoidance of doubt, the CPA Commission will only apply, if
agreed in an IO and solely for the duration of an IO.
Commission means if and as applicable, the Revenue Share
Commission, CPA Commission, and/or Hybrid Commission that the Affiliate is
to receive.
Customermeans a person who is not located in the
Prohibited Territories, who has directly entered a Promoted Site through
the Marketing Materials placed on an Affiliate Site and is identified by us
as being sent by the Affiliate through the Tracking Link, and such person
during the term of the Agreement: (a) registers an account with the Operator
for such Promoted Site; (b) has not previously opened an account with the
Operator; (c) has had their account registration details validated by the
Operator; and (d) complies with any other relevant criteria set out in this
Agreement or in an IO.
Deductible Costs mean any third-party fees (including
without limitation, licensing fees, progressive jackpot contributions,
transaction fees, game royalties, payment processing fees, end-user
verification and validation fees, software royalties, and any game content
fees) incurred by the Company, any Group Company and/or the Operator and
any amounts incurred by the Company, any Group Company and/or the Operator
due to Fraud.
e-Privacy Directive means Privacy and Electronic
Communications Directive 2002/58/EC (and respective local implementing
laws) concerning the processing of personal data and the protection of
privacy in the electronic communications sector (Directive on privacy and
electronic communications).
Fixed Fee means if and as applicable, a fixed amount
that the Affiliate is to receive as agreed in an IO which shall only apply
during the term of the relevant IO.
Fixed Fee Payment means a pro-rata amount of the Fixed
Fee for the number of days that have elapsed from when the then applicable
payment of the Fixed Fee has become relevant until the Cut Off Date or
Jurisdiction Cut Off Date (as applicable).
Fraud means any fraudulent or abusive act determined by
us, any Group Company or the Operator (regardless of whether any such
action has resulted in any type of harm or damage to us, any Group Company
or any Operator) which includes but is not limited to: (i) any actual or
attempted bonus abuse by the Customer; (ii) your, or a third party’s
encouragement of bonus abuse by a Customer or the encouragement of bonus
abuse by a Customer; (iii) a chargeback executed by a Customer in relation
to their deposit; (iv) any collusion by a Customer; (v) the opening of an
Affiliate Account in breach of the terms of this Agreement; (vi) the
offering or providing by you or any third party of any unauthorised
incentives (financial or otherwise); (vii) the offering or providing by you
or any third party of any cashback; (viii) Spam Traffic; (ix) any actual or
attempted act by you or a Customer which breaches Applicable Laws; (x) any
act by you or a Customer which is intended to defraud us, any Group Company
or any Operator; (xi) a person who registers with the Promoted Site using a
VPN, a proxy server, or who shares the same IP Pool; (xii) any attempt by
you to artificially increase the amount of Customers or Commission payable
to you; or (xiii) any use by a Customer of any software program, robot or
external aid, which is endowed with artificial intelligence, to play on a
Promoted Site.
GDPR has the meaning given to it in Section 17.3.
Guidelines means the guidelines we may, at our sole and
absolute discretion, provide to you by email or which may be made available
on the Affiliate Program Site (as may be amended from time to time).
Group Company or Group Companies means any entity
directly or indirectly controlling, controlled by, or under common control
with the Company. For the purpose of this definition, "control" (including,
with correlative meanings, the terms "controlling", "controlled by" and
"under common control with") means the power to manage or direct the
affairs of the entity in question, whether by ownership of voting
securities, by contract or otherwise.
Hybrid Commission means if and as applicable, payment
that the Affiliate is to receive based on a combination of CPA Commission
and Revenue Share Commission with respect to each Customer which becomes
payable once the criteria of Customer with respect to the CPA Commission
has been fulfilled. For the avoidance of doubt, a Hybrid Commission will
only apply if agreed to in an IO and solely for the duration of an IO.
Intellectual Property Rightsmeans any and all intellectual
property rights, of all types or nature whatsoever, including, without
limitation, patent, copyright, design rights, trademarks, trade dress,
database rights, applications for any of the above, moral rights, know-how,
trade secrets, domain names, URLs, trade names, or any other intellectual
or industrial property rights (and any licenses in connection with any of
the same), whether or not registered or capable of registration, and
whether subsisting in any specific country or countries or any other part of
the world.
IO or Insertion Order means an insertion order that is
signed by the Company’s and the Affiliate’s authorized representatives,
which lasts for a specific duration and which may contain a Commission as
well as additional commercial terms.
IP Pool means a network with multiple IP addresses.
Listing Fee means if and as applicable, a one-time fixed
amount that the Affiliate is to receive following the signature of an IO,
with respect to the Affiliate displaying the Marketing Materials in a
certain position on an Affiliate Site as agreed in an IO.
Listing Fee Repayment means a repayment of the Listing
Fee by the Affiliate to the Company which shall be calculated as follows:
(i) if the IO's duration lasts until an agreed number of Customers has been
delivered by the Affiliate, the repayment shall be calculated as a pro-rata
amount of the Listing Fee for the number of Customers which has not been
delivered by the Affiliate under the IO as of the effective date of
termination of the IO; or (ii) in all other instances the repayment of the
Listing Fee shall be calculated as a pro-rata amount of the Listing Fee for
the number of days which have not been delivered following the effective
date of termination of the IO and with respect to the date when such IO was
due to expire.
Legal Age or Legally of Age means the higher of: (i) 18
years of age; and (ii) the legal age for real money gambling in the
jurisdiction you are located in.
Marketing Materials means the online marketing materials
(such as banner advertisements, button links, and text links) that contain
the Tracking Links provided by us or made available for your use through
the Affiliate Program Site in order to market and promote a Promoted Site
on the Affiliate Site.
Marks as defined in Section 10.2.
Net Revenue or NGR means in a calendar month with
respect to the Promoted Site on which individuals became Customers in
relation to a Revenue Share Commission or a Hybrid Commission, the
aggregate of such Customers real money bets on non-sports products or sports
products (as applicable) on such Promoted Site less:(i) monies paid out to
such Customers as winnings in respect of such bets (as applicable);(ii)
Bonuses granted to such Customers;(iii) Deductible Costs;(iv) any returned
transactions or any uncollected (or refunded) revenue attributable to such
Customers (including chargebacks, 'preventative' chargebacks or in
settlement of any claims involving a Customer);(v) Administrative Fees;(vi)
charges levied on us, any Group Company, and/or the Operator by electronic
payment or credit card organizations in respect of such Customers;(vii)
monies which are attributed to Fraud;(viii) stakes returned to such
Customers;(ix) as we determine in our sole discretion, bad debts in respect
of such Customers; and(x) any licensing fees, applicable gaming taxes,
value-added taxes, duties, or similar mandatory payments imposed by any
authority having jurisdiction over the Company, any Group Company, or any
Operator.
Personal Data means any information that could be used,
either directly or by employing additional means, to identify a natural
person, and that is processed by the Recipient in the context of the
performance of the Agreement.
Pro Rata Repayment means a repayment of the Listing Fee
by the Affiliate to the Company which shall be calculated as follows: (i)
if the IO's duration lasts until an agreed number of Customers has been
delivered by the Affiliate, the repayment shall be calculated as a pro rata
amount of the Listing Fee for the number of Customers which has not been
delivered by the Affiliate under the IO as of the Cut Off Date or
Jurisdiction Cut Off Date (as applicable); or (ii) in all other instances
the repayment of the Listing Fee shall be calculated as a pro rata amount
of the Listing Fee for the number of days which have not been delivered
following the Cut Off Date and/or Jurisdiction Cut Off Date (as applicable)
and with respect to the date when such IO was due to expire.
Revenue Share Commission Revenue Share Commission means
if and as applicable, a percentage of the Net Revenue as detailed as agreed
by us and you on any IO (and in such event solely for the duration of such
IO) that the Affiliate is to receive for each Customer. In addition, the
Revenue Share Commission may be suspended for the duration of an IO.
Tracking Link means a tracking URL through which we
track the number of Customers, directed to the respective Promoted Sites by
you.
Operator means the operator and/or owner of the Promoted
Site.
Payment Method as defined in Section 7.5.
Prohibited Territories or Prohibited Territory means
with respect to a Promoted Site the jurisdictions from which such Promoted
Site should not accept end users, the jurisdictions from which such
Promoted Site does not accept end users, and/or the jurisdictions as
notified to you by us from time to time. Without derogating from the
foregoing, Prohibited Territories or Prohibited Territory shall include the
following jurisdictions until we notify you otherwise: Afghanistan, Aruba,
Australia, Belarus, Bonaire, Bulgaria, Central African Republic, Cuba,
Cyprus, Democratic Republic of Congo, Ethiopia, France, Hong Kong, Iran,
Iraq, Israel, Lebanon, Libya, Mali, Malta, Nicaragua, Myanmar, North Korea,
Russia, Somalia, South Sudan, Spain, Sudan and Darfur, St Maarten, Statia,
Syria, United States of America or USA Dependencies, Uganda, United
Kingdom, Ukraine, Venezuela, Yemen and Zimbabwe.
Promoted Site or Promoted Sites means a website or
application that is promoted through the Affiliate Program and which is
promoted through the Marketing Materials that you use.
Regulator means any governmental, regulatory, and
administrative authorities, agencies, commissions, boards, bodies,
officials, or other regulatory body or agency that has jurisdiction over
(or is responsible for or involved in the regulation of) the Company, any
Group Company, or any Operator.
Sent Marketing means any form of electronic marketing
communications, which includes but is not limited to WhatsApp, Telegram,
email, SMS, and push notification.
Relatives mean spouse, partner, parent, child, or
sibling.
Spam Traffic means any deposits, revenue, or traffic
generated at a Promoted Site or in the Customer’s account on a Promoted
Site through illegal means or in bad faith, regardless of whether or not it
actually causes harm to us, any Group Company, or any third party. Spam
Traffic includes but is not limited to spam and false advertising.
2.1. To become a member of the Affiliate Program, you must complete the
Application Form.
2.2. You must ensure that the Application Form includes all the information
requested by us. If the information provided is incomplete or inaccurate,
this may result in a delay in the review of your Application Form or a
rejection of your application to join the Affiliate Program.
2.3. If you are a person, participation in the Affiliate Program is only
permitted if you are Legally of Age or older. If you are an entity, you can
have no one working for you who is below the Legal Age.
2.4. It is at our sole discretion whether to accept your Application Form
and accept you to the Affiliate Program, and we shall not have any
liability to you or to anyone else in relation to a rejected Application
Form. We have no obligation to provide any reason for rejecting your
Application Form and your participation in the Affiliate Program.
2.5. We will notify you by email as to whether or not your Application Form
has been approved and you have been accepted to the Affiliate Program.
2.6. In the event we reject your Application Form and your participation in
the Affiliate Program, the Agreement will immediately terminate. You shall
have no right to appeal any decision by the Company to reject your
Application Form and your participation in the Affiliate Program.
2.7. You shall not market or promote the Promoted Sites until we have
notified you by email that your Application Form and your participation in
the Affiliate Program have been approved ("Application Approval").
For the avoidance of doubt, we shall not be liable to pay you any Affiliate
Payments which you accrue prior to Application Approval.
2.8. The Company reserves at any time to request further documentation and
information from you (including but not limited to documents such as
identity card, proof of address, certificate of incorporation, certificate
of registered address, certificate of good standing, and certificates
proving good financial standing), whether related to the Application Form
or for any other reason and you shall immediately provide us with such
documentation and information. If deemed necessary, the Company may request
that copies of any documents are notarised by a Public Notary.
2.9. In the event that any of the information provided by you to us is out
of date or becomes incorrect, you must immediately change such details
through the Affiliate Account.
2.10. The Affiliate Account is solely for your own benefit. You shall not
allow any third party to use your account, password, or identity and you
shall be fully liable for any activities undertaken on your account. You
shall take all steps to ensure that such details are not revealed to any
third party. If you suspect that the Affiliate Account has been accessed or
misused by a third party, you shall inform us immediately. For the
avoidance of doubt, we shall not be liable for any activities undertaken on
your account or for any damages that may arise therefrom.
2.11. We may request at any time that you provide us with documentation as
determined by us which verifies all your beneficiaries and payment details.
We shall not be liable to pay you any Affiliate Payments until verification
of your beneficiaries and payment information is completed to our
satisfaction. If at any time you fail such verification, we may terminate
the Agreement immediately.
3.1. From the Application Approval until such time as your membership of
the Affiliate Program terminates, you may only use the Marketing Materials
to market and promote the Promoted Sites on the Affiliate Sites in
accordance with the terms of this Agreement.
3.2. You shall only use the most up-to-date Marketing Materials to promote
the Promoted Sites.
3.3. You shall not alter, modify, or amend the Marketing Materials which
includes without limitation the Tracking Links, unless we provide our prior
written approval. Without derogating from any of our other rights and
remedies, if you make any alternations, modifications, or amendments
without our prior written approval, we may render the Tracking Link
inoperative.
3.4. Your use of the Marketing Materials must comply with Applicable Laws.
3.5. You shall not use the Marketing Materials on any Affiliate Site which
breaches Applicable Laws.
3.6. You shall not use the Marketing Materials on any Affiliate Site which
infringes third-party Intellectual Property Rights.
3.7. We may request that you change the positioning of the Marketing
Materials, cease using the Marketing Materials, or use different Marketing
Materials and you must immediately comply with such request.
3.8. You shall not provide the Marketing Materials to any third party.
3.9. You agree that you will cooperate fully with the Company in order to
establish and maintain the Marketing Materials which include without
limitation the Tracking Links.
3.10. We may at any time and at our sole discretion amend our tracking
system and reporting format and we may provide you a notice by email to
that effect.
3.11. If your use of any Marketing Materials including without limitation
the Tracking Links is not in compliance with the terms of this Agreement,
we may take such measures as to deactivate such Marketing Material or the
Tracking Link contained therein.
3.12. The parties may from time to time agree upon an Insertion Order.
3.13 All marketing materials must be clear, transparent, and not misleading.
3.14 Marketing must not target vulnerable individuals, including minors or self-excluded persons.
3.15 Any promotional offers or incentives must clearly state their terms and conditions and must not mislead potential users
3.16 Marketing content must not imply that gambling is a means of financial stability or an alternative to employment
4.1. You undertake to immediately comply with (as may be amended from time
to time by us) the Guidelines and any additional policies, instructions,
terms, and conditions that we may provide you by email or which may be made
available on the Affiliate Program Site.
4.2. You shall comply with all Applicable Laws and the Affiliate Sites shall
comply with all Applicable Laws.
4.3. You undertake that you shall be the owner and operator of the Affiliate
Sites.
4.4. The Affiliate Sites shall not infringe third-party Intellectual
Property Rights.
4.5. You will immediately adhere to any instructions provided by us relating
to the marketing of the Promoted Sites.
4.6. The Affiliate Sites must not be designed to appeal or appeal to
individuals who are below the Legal Age.
4.7. The Affiliate Sites must not be designed to distribute, distribute, or
promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers,
or any other form of unwanted threats.
4.8. The Affiliate Sites must not contain any content which the Company
deems to be unlawful, harmful, threatening, defamatory, obscene, or
harassing which includes without limitation: (i) "hard" or "soft" adult
content, pornographic content or sexually explicit content (collectively and
individually the "Excluded Content"); (ii) content that is discriminatory
in any way, including on the basis of gender, race, religion, disability or
sexual orientation; (iii) content which is offensive, profane, hateful,
threatening, harmful, defamatory, libelous or harassing; or (iv) violent
content.
Notwithstanding, anything to the contrary in this Section 5.8, subject to
our prior written consent which may be provided to you by email, Skype, or
through an IO, the Affiliate Sites may contain Excluded Content. In the
event that we agree that the Affiliate Sites may include Excluded Content
in an IO, the Affiliate Sites may only contain the Excluded Content for the
duration of the IO. In the event that we agree that the Affiliate Sites
may include Excluded Content by email or Teams, we may at any time withdraw
our consent by email notification to you and in such event, you will
immediately ensure that the Affiliate Sites do not include any Excluded
Content.
4.9. You will not, nor will any entity on your behalf or with your
permission or authority, explicit or implied, market or promote a Promoted
Site to any person located in the Prohibited Territories with respect to
such Promoted Site and no person located in any Prohibited Territories
shall be included in the definition of Customer.
5.10. In addition to your use of Marketing Material, subject to our prior
written consent, from time to time, you may promote the Promoted Sites by
publishing bonus codes for special offers/promotions. All such use and
publishing of the bonus codes must be carried out in accordance with the
Agreement and Applicable Laws.
4.11. You shall at all times, market and promote the Promoted Sites: (i) in
accordance with Applicable Laws; (ii) in a manner which does not infringe
third party Intellectual Property Rights; and (iii) only to persons above
the Legal Age.
4.12. You shall at all times market and promote the Promoted Sites in a
socially responsible manner. Without derogating from the foregoing, you must
never market and promote any of the Promoted Sites in a manner which: (i)
portrays, condones or encourages behaviour that is socially irresponsible
or which can lead to social or emotional harm; (ii) claims that gambling is
free of the risks of financial losses; (iii) promotes behaviour that
objectively leads to financial harm; (iv) provides false or unrealistic
information about the probability of gambling winnings or returns; (v)
suggests that skill can influence the outcome of a game of pure chance;
(vi) suggests that it is possible to gamble anonymously or without holding
an account with an online gambling operator; (vii) targets or specifically
appeals to those under the age of 18; (viii) shows, condones or encourages
criminal or antisocial behaviour; (ix) condones or encourages anti-social
behaviour; (x) suggests gambling is an important part of an individual’s
life and can be a resolution to personal, professional or educational
problems; (xi) claims that gambling can lead to social success or
enhancement of personal qualities or that gambling can improve a persons’
self-esteem; (xii) promotes gambling as an alternative to employment, or a
financial investment or a solution to financial problems; (xiii) implies
that gambling is more important than family, friends, professional or
educational obligations; (xiv) exploits the susceptibilities, aspirations,
credulity, inexperience or lack of knowledge of people or vulnerable
persons; (xv) contains content that gambling could lead to sexual success
or enhanced attractiveness; or (xvi) suggests or applies peer pressure to
gamble or that abstention from gambling is disparaging.
4.13. Subject to Sections 10.5 and 10.6, with respect to the Promoted
Sites you may carry out keyword bidding and Pay Per Click advertising.
4.14. You agree that you are responsible for the operation of the Affiliate
Sites and the content of the Affiliate Sites including without limitation
the accuracy and completeness of such content.
4.15. Except for your use of the Marketing Materials, the Affiliate Sites
will not contain any content or materials of the Promoted Sites or copy or
resemble the look and feel of the Promoted Sites.
4.16. You shall not advertise the Promoted Sites in any way not approved in
advance by us.
4.17. You shall not market or promote the Promoted Sites by any Sent
Marketing unless agreed in an IO and only for the duration of the IO.
4.18. In the event that a Listing Fee is applicable, you shall ensure at all
times that the Marketing Materials are displayed in the relevant position on
the Affiliate Site as agreed in an IO.
5.1. In the event that we agree in any IO that you may use Sent Marketing,
you represent and warrant that all such Sent Marketing and all your direct
channels’ marketing activities comply with the requirements of this
Agreement including without limitation this Section 5 and Applicable Laws
for any promotion of the Promoted Site through Sent Marketing.
5.2. You agree that you are solely responsible for your own actions towards
the Customers, ensuring that all activities of your Sent Marketing comply
with all Applicable Laws, privacy laws, GDPR, and e-Privacy Directive and
do not infringe any such legislation.
5.3. You warrant and represent that the Sent Marketing:
5.3.1. is clear and unambiguous that you are advertising the Promoted Site
and not any third parties, their products, and/or their sites as well as
that any advertising is sent from you and not the Company, its Group
Companies, or the Operator.
5.3.2. includes a clear and unambiguous identifiable reference that the Sent
Marketing is a commercial communication;
5.3.3. is not sent to individuals below the Legal Age;
5.3.4. includes a true name in the “From” field of any email and not a sales
pitch or marketing message. Any such correspondence must clearly identify
you as the communication’s sender and you shall not attempt to or falsify,
disguise, or try to hide your identity in any way. For the avoidance of
doubt, you are not allowed to reflect or attempt to give the illusion that
the message is sent on our behalf.
5.3.5. includes a function of “opt-out” or “unsubscribe” (e.g., “unsubscribe
button”) as well as contains a valid operative email address to which the
recipient of such Sent Marketing can respond to unsubscribe or opt-out
future promotions. In such instances you agree not to send any Sent
Marketing to any individual who has indicated (by whatever means) that they
do not wish to receive any further marketing communications;
5.3.6. contains a link to a privacy policy; and
5.3.7. notwithstanding the foregoing, where you wish to engage any third
parties to provide any such Sent Marketing, you shall bear all the
responsibility for ensuring such third parties comply with the same
requirements of this Agreement and with any Applicable Laws.
5.4. Before sending the Sent Marketing you agree to obtain the recipient's
prior opt-in consent, this means that the recipient has taken an affirmative
action to indicate their consent to accepting electronic marketing
communications, such consent must be freely given, specific, informed, and
affirmative.
5.5. Any Sent Marketing linked to the Promoted Sites must use a valid and
working unsubscribed link to the Sent Marketing. You acknowledge and accept
that any Sent Marketing, related to the Promoted Sites must comply with
marketing guidelines and Applicable Laws and any guidelines as may be
provided by us or as notified to you on the Affiliate Program Site.
5.6. You must maintain an accurate and up-to-date record of opt-out requests
of any recipient who requested and indicated, by whatever means, their
refusal to receive electronic marketing communications.
5.7. You must ensure that you have performed suppression of your mailing
lists to exclude any individuals who are self-excluded from any gambling
platform which includes without limitation any gambling websites or
applications or any other individuals who should not receive any marketing
materials relating to Promoted Sites (which includes without limitation the
Marketing Materials). You shall ensure that a player who has self-excluded
from any of the Promoted Sites is not sent a promotion after the
self-exclusion and you are solely held responsible for the content and
manner of the marketing activities that are carried out there on after.
Notwithstanding the foregoing, if you receive a complaint from a recipient
of any Sent Marketing you have initiated, you agree to promptly notify us
within 24 hours.
5.8. In the event that we receive any complaint, request, or inquiry from a
recipient of any Sent Marketing or a competent authority in relation to your
Sent Promotion or practices or compliance with GDPR or any other Applicable
Laws, if we request, you agree to provide us with full information regarding
the corresponding recipient of the Sent Marketing, including but not limited
to the source and way of your obtaining their personal data, proof of that
recipient’s opt-in consent and any other details that we find related and
require. You agree to respond to every such request within 5 days from the
receipt of our request.
5.9. You hereby authorize us to provide information about you, as the Data
Controller responsible for the compliance with GDPR with respect to the
processing of personal data of the recipients of the Sent Marketing, as well
as assist us in providing any relevant information including your reply to
our request under the preceding sub-section, to any person who has filed a
complaint with us and/or any (competent) authority.
6.1. If an IO has been agreed to by the Company, for the duration of the
IO, we shall not be liable to pay you any Commission with respect to any
Customers that you have generated prior to the IO coming into force.
Following the IO's termination in accordance with Section 12.2 or
expiration (whichever is earlier), no Commission shall apply to the
Customers.
6.2. if we agree in an IO to pay you solely a CPA Commission with respect to
any Customers, once the CPA Commission has been paid with respect to such
Customers, we shall not be liable to pay you any further Commission with
respect to such Customers;
6.3 if we agree in an IO to pay you a Hybrid Commission with respect to any
Customers, once the CPA Commission component of the Hybrid Commission has
been paid, we shall not be liable to pay you any further CPA Commission
with respect to such Customers;
6.3. if we agree in an IO to pay you a Hybrid Commission with respect to any
Customers, if a person begins the process of becoming a Customer and does
not fulfill the criteria of Customer with respect to the CPA Commission
component during the duration of the IO, we shall not be liable to pay you
any Commission with respect to such person;
6.4. Any amendment to an IO shall not apply retroactively to any Customers
generated during the duration of IO prior to such amendment coming into
effect and the amendment shall only apply to the Customers generated for
the remainder of the duration of the IO.
6.5. Furthermore, we may agree with you on Additional Payments through an
IO.
6.6. For the avoidance of doubt, the terms of an IO shall not survive the
termination or expiration of the IO.
6.7. The Affiliate undertakes that it shall not become a Customer and the
Affiliate shall not be liable to receive any Commission with respect to
such. If the Affiliate is a person, the Affiliate shall not be liable to
receive any Commission with respect to any of its Relatives becoming a
Customer. Furthermore, if the Affiliate is an entity, the directors,
officers, and employees of such entity and any Relatives of such
individuals shall not be eligible to become Customers and the Affiliate
shall not be liable to receive any Commission with respect to such. The
number of Customers per individual household computer, tablet device, and
mobile device is limited to one.
6.8. You acknowledge and agree that our measurements and calculations in
relation to the number of Customers and the calculation of Commission shall
be final and any further review of those figures shall be at our own
discretion.
7.1. All Affiliate Payments shall be paid to you in Euros. For the
avoidance of doubt, we have no liability to pay any currency conversion
charges or any charges associated with the transfer of money to your
Payment Method.
7.2. We shall make the number of Customers and Commission generated in
accordance with this Agreement in the then current calendar month and any
Additional Payments that may be applicable for payment in the following
month available to you through the Affiliate Program Website. In order to
allow accurate tracking, reporting, and the calculation of the Customers
and Commission, the Marketing Materials including the Tracking Links must
be properly formatted.
7.3. If the total amount of the Affiliate Payments is less than EUR 200 for
any calendar month, the balance will be transferred to the next calendar
month’s Affiliate Payments until the total amount becomes EUR 200 or
higher.
7.4. Unless otherwise agreed in any IO and subject to the terms of this
Agreement and your full compliance with your obligations hereunder the
Commission shall be paid to you following the end of each calendar month,
subject to you providing us with an invoice for the correct amount of
Commission generated in such calendar month. The Listing Fee shall be paid
to you, subject to you invoicing the Company for the correct amount of the
Listing Fee following, as applicable, the signature of the relevant IO by
both parties. The Fixed Fee shall be paid to you following the end of
each calendar month when payment of the Fixed Fee is applicable subject to
you providing us with an invoice for the correct amount of the Fixed Fee.
We shall settle any such undisputed invoice within 20 days following our
receipt of an undisputed invoice.
7.5. We shall pay the Affiliate Payments to the payment method you select on
the Application Form ("Payment Method"). If we are unable
to pay the Affiliate Payments to your Payment Method as you have either
entered incorrect or incomplete payment information and the Affiliate
Payments is not paid to you or is paid to a different account, we will have
no liability whatsoever with regards to such non-payment.
7.6. If we are unable to pay the Affiliate Payments to your Payment Method,
we may deduct from the Affiliate Payments a reasonable amount to reflect
the required investigation and additional work including without limitation
the administrative burden created by you having provided incorrect or
incomplete details. For the avoidance of doubt, we are in no way obligated
to carry out any such investigation and additional work with respect to any
incorrect or incomplete details.
7.7. If for 6 consecutive calendar months, we are unable to transfer to you
the Affiliate Payments to your Payment Method because of any incomplete or
incorrect payment details, or for any other reason beyond our control, we
may retain any such Affiliate Payments and will no longer be liable to pay
such to you.
7.8. We may retain any Affiliate Payments which has been generated in breach
of any of the terms of this Agreement.
7.9. Any Affiliate Payments payable to you under this Agreement is subject
to the Company actually receiving the applicable payment from the Operator
with respect to the Affiliate Payments.
7.10. With respect to any amount owed to you under this Agreement, you shall
be liable for any taxation and charges, duties, imposts, contributions,
levies or liabilities payable on such amount in any jurisdiction and the
monies paid to you under this Agreement shall be inclusive of all such
amounts. The Company shall be under no obligation to increase such payment
in the event such becomes applicable. We may deduct and withhold from any
monies due to you, and to pay over to the relevant tax authorities, any
amount on account of taxes, in accordance with our obligations under
Applicable Laws. Any such amount deducted and withheld by the Company shall
be deemed paid to you.
7.11. We apply a No Negative Carry Over Policy with respect to a Revenue
Share Commission and the Revenue Share Commission component in a Hybrid
Commission. The No Negative Carry Over Policy means that if the aggregate
amount of Net Revenue in any calendar month is negative, the Revenue Share
Commission or the Revenue Share Commission component in a Hybrid Commission
(as applicable) will be set to zero for such calendar month. However, if a
negative balance with respect to the Net Revenue is attributable to Fraud
or breach of this Agreement, we reserve the right to apply the negative
amount from any Affiliate Payments that would be payable to you in the
future until such time as the negative balance has been fully set-off.
7.12. We reserve the right to set off any amounts that you owe to us from
the Affiliate Payments payable to you. Furthermore, we reserve the right to
set off from any payments which we owe to you from any of your liability to
us, including any allegations we have against you arising out of or arising
out of your breach of this Agreement or any other agreement between us and
you.
7.13. In the event that a Promoted Site ceases to form part of the Affiliate
Program, we shall not be liable to pay you any Affiliate Payments with
respect to such Promoted Site following the date that the Promoted Site
ceases to form part of the Affiliate Program (“Cut Off Date”).
However, if there is an IO in force at the Cut-Off Date and we have agreed
with you Additional Payments with respect to such Promoted Site, the
parties shall enter good faith negotiations and act reasonably on how to
apply the value of the Pro Rata Repayment to advertising for a different
Promoted Site ("Alternative Advertising"). In the event
that the parties are unable to agree on the Alternative Advertising within
14 days of the Cut Off Date:
7.13.1. with respect to any Fixed Fee which is applicable as of the Cut Off
Date- we shall pay you the Fixed Fee Payment and we shall not be liable to
make any further payments of the Fixed Fee;
7.13.2. if we have not paid the Listing Fee we shall not be liable to pay
you the Listing Fee; and
7.13.3. if we have paid the Listing Fee, the Affiliate shall immediately pay
the Company the Pro Rata Repayment. From the Cut Off Date, you shall
immediately cease using the Marketing Materials with respect to such
Promoted Site and cease marketing such Promoted Site.
7.14. In the event that a jurisdiction does not fall under the definition of
Prohibited Territories at Agreement Acceptance with respect to a Promoted
Site and then such jurisdiction falls under the definition of Prohibited
Territories with respect to a Promoted Site during the term of this
Agreement (by way of example only- a Promoted Site ceases to accept end
users in a jurisdiction), from such date ("Jurisdiction Cut Off
Date"), we shall not be liable to pay you any Commission in
relation to any Customer which registered from such jurisdiction or is
located in such jurisdiction with respect to the Promoted Site. If there is
an IO in force at the Jurisdiction Cut-Off Date and we have agreed with you
Additional Payments with respect to such jurisdiction, the parties shall
enter good faith negotiations and act reasonably on how to apply the value
of the Pro Rata Repayment to advertising for a different jurisdiction
("Substitute Advertising"). In the event that the parties
are unable to agree on the Substitute Advertising within 14 days of the
Jurisdiction Cut Off Date:
7.14.1. with respect to any Fixed Fee which is applicable as of the
Jurisdiction Cut Off Date- we shall pay you the Fixed Fee Payment and we
shall not be liable to make any further payments of the Fixed Fee;
7.14.2. if we have not paid the Listing Fee we shall not be liable to pay
you the Listing Fee; and
7.14.3. if we have paid the Listing Fee, the Affiliate shall immediately pay
the Company the Pro Rata Repayment. From the Jurisdiction Cut Off Date, you
shall immediately cease using the Marketing Materials with respect to such
Promoted Site in the jurisdiction which has become a Prohibited Territory
and immediately cease marketing such Promoted Site in the jurisdiction
which has become a Prohibited Territory.
8.1. We reserve the right to review for possible Fraud, regardless of
whether such Fraud may be on the part of any Customer or on your part.
8.2. In the event that we investigate for Fraud any such investigation shall
not take longer than 90 days. Furthermore, in the event that we investigate
for Fraud, we may suspend your Account.
8.3. Without derogating from Section 12.4, in the event we suspend your
Account:
8.3.1. we may withhold all Commission which is owed to you but which has not
been paid to you prior to the suspension;
8.3.2. no Commission shall be generated during such period of suspension;
8.3.3. if there is an IO in force at any time during the period of
suspension and any Additional Payments become due and payable, we shall not
be liable to pay you any Affiliate Payments; and
8.3.4. you must immediately cease marketing and promoting the Promoted Sites
which includes without limitation ceasing to use the Marketing Materials
during such period of suspension.
8.4. Once we have completed our review for Fraud, we may lift the suspension
of your Account and in such event:
8.4.1. you may begin to use the Marketing Materials to market and promote
the Promoted Sites;
8.4.2. we shall pay you any Commission that is owed to you but which has not
been paid to you prior to the suspension and which does not relate to Fraud;
8.4.3. we may retain any Commission relating to Fraud;
8.4.4. if there is an IO in force, following such period of suspension, the
IO shall continue on its terms; and
8.4.5. if there is an IO that has been in force at any time prior to the
period of suspension and any Listing Fee has been paid by the Company, upon
the Company lifting the suspension, the Affiliate shall immediately place
the Marketing Materials in the agreed upon positions with respect to which
the Listing Fee has been paid. Furthermore, if the duration of the IO is
not based on the number of Customers delivered by the Affiliate, the
Affiliate shall immediately pay the Company a pro-rata repayment amount of
the Listing Fee which shall be in the same proportion to the number of days
that the Account is suspended bears to the total number of days of the IO.
8.5. Any incidence of Fraud is a breach of the Agreement by you.
8.6. We reserve the right to set off any amounts already received by you
that are related to Fraud from any future Affiliate Payments payable to
you.
9.1. You shall NOT, nor shall you permit, assist or
encourage any third party to:
9.1.1. alter, redirect or in any way interfere with the operation or
accessibility of the Promoted Sites or any pages thereof;
9.1.2. copy or resemble the look and feel of any of the Prompted Sites in
whole or in part;
9.1.3. acquire any right to any data relating to the Customers;
9.1.4. register as a Customer, or authorize or assist (save by promoting the
Promoted Site in accordance with this Agreement) any person to register as a
Customer;
9.1.5. cause any of the Promoted Sites (or any parts or pages thereof) to
open in a person's browser other than as a result of the person clicking on
the Marketing Materials;
9.1.6. attempt to intercept or redirect (including via user-installed
software) traffic from the Promoted Sites;
9.1.7. violate the terms of use and any applicable policies of any search
engines;
9.1.8. market or promote any Promoted Site in the Prohibited Territories
with respect to such Promoted Site;
9.1.9. attempt to circumvent any restriction in place to prevent a potential
Customer from Prohibited Territories from becoming Customers with respect to
the relevant Promoted Site, or attempt to disguise or disguise the
geographical location of a Customer; and
9.1.10. provide Customers’ details to any third party, during the term of
this Agreement and at any time after the termination of this Agreement.
9.2. You shall not use the Marketing Materials in any way that is
detrimental to us, any Group Company, or the Operators, which includes
using the Marketing Materials in any manner that damages our, any Group
Company, or the Operators’ goodwill or reputation.
9.3. You must refrain from marketing the Promoted Sites in any way that
might compete with our own, any Group Company, or the Operator's marketing
efforts with respect to the Promoted Sites (for example the placement of
Marketing Materials on sites on which we, any Group Company or the Operator
advertise the Promoted Sites on).
10.1. From the Application Approval and for the remainder of the term of
the Agreement, subject to your compliance with the terms of this Agreement,
we grant to you a non-exclusive, revocable, non-sublicensable,
non-assignable, and non-transferable license to use the Marketing Materials
and their content solely for the purposes of you displaying the Marketing
Materials on the Affiliate Sites.
10.2. You acknowledge that the Company, its Group Companies, or the
Operators (as applicable) owns or has the necessary licenses, permits, and
consents to use all Intellectual Property Rights in relation to the
Marketing Materials and the brands and trademarks relating to the Promoted
Sites (collectively and individually the “Marks”). You agree that any use
by you of the Marketing Materials or the Marks inures to our, our Group
Companies, or the Operators’ (as applicable) sole benefit and that you will
not obtain any rights in the Marketing Materials and the Marks as a result
of such use.
10.3. All Intellectual Property Rights and any goodwill arising in the
Marketing Materials shall remain our, our Group Companies, or the Operator’s
(as applicable) property.
10.4. The Affiliate Sites shall not in any way resemble the look or feel of
the Promoted Sites, nor will you create the impression that any of the
Affiliate Sites is any of the Promoted Sites (or any part thereof).
10.5. You shall not: (i) register or apply to register a domain which
incorporates or consists of or is confusingly similar to the Marks; (ii) bid
on keywords or search terms related to the Marks; (iii) include metatag
keywords which are the same or similar as the Marks on the Affiliate Sites;
(iv) use any sub-domain name which incorporates or consists of, or is
confusingly similar to the Marks; (v) open or operate any social media
account which uses, incorporates or consists of the Marks; (vi) register or
apply to register any trade mark in any jurisdiction; which includes,
incorporates or consists of, or is confusingly similar to, the Marks; or
(vii) purchase or register keywords, search terms or other identifiers for
use in any search engine, portal, social network, sponsored advertising
service or other search or referral service which are identical or similar
to the Marks (this includes any words similar to the name/domain name of
the Promoted Sites and any other websites or applications owned or operated
by us, any Group Company, or any Operator).
10.6. If you are not in compliance with any of Section 10.5, you must
immediately inform us. In such event of your non-compliance with any of
Section 10.5, you hereby agree that you shall in accordance with our
instructions transfer the applicable registration domain name, search term,
sub-domain name, and/or mark (as the case may be) and/or the benefit of any
application for such, to us or any company we nominate.
You hereby agree that you shall, in accordance with our instructions hold
and not allow to lapse the applicable registration, domain name, search
term, sub-domain name, mark, and/or application until such has been
transferred to us or our nominated company. You shall fully cooperate with
us and execute all documents that we request as well as do all things
necessary to assist in the transfer of the applicable registration, domain
name, search term, sub-domain name, and/or mark (as the case may be) and/or
the benefit of any application to us or our nominated company.
YOUR OBLIGATION TO TRANSFER INTELLECTUAL PROPERTY RIGHTS REGISTERED OR
APPLIED TO BE REGISTERED AS ENVISAGED IN THIS SECTION 11.6 EXTENDS TO
INTELLECTUAL PROPERTY RIGHTS REGISTERED OR APPLIED TO BE REGISTERED PRIOR
TO THE DATE UPON WHICH THESE TERMS TAKE LEGAL EFFECT BETWEEN US.
We may, at our sole discretion, withhold all Affiliate Payments that may be
due to you until the relevant intellectual property is vested in us or our
nominated company to our satisfaction.
11.1. You hereby represent and warrant to the Company that:
11.1.1. all the documents and information that you provide us with,
including without limitation on the Application Form are true, accurate,
and complete;
11.1.2. you will immediately comply with our instructions and the Guidelines
(as may be amended by us from time to time);
11.1.3. you will comply with all Applicable Laws during the term of the
Agreement and your marketing and promotion of the Promoted Sites shall
comply with all Applicable Laws;
11.1.4. you shall comply with the Schedule below which forms part of this
Agreement;
11.1.5. you shall obtain, maintain, and comply with all approvals, permits,
certificates authorizations, licensees, and consents which you require to
fulfill your obligations under the Agreement;
11.1.6. you shall obtain, maintain, and comply with all approvals, permits,
certificates authorizations, licensees, and consents which you are required
to possess by Applicable Laws or any Regulator;
11.1.7. you will not provide the Marketing Materials to any third party;
11.1.8. there is no legal, commercial, contractual, or other restriction,
which precludes or might preclude you from fully performing your
obligations as set out in this Agreement;
11.1.9. if you are an individual rather than a legal entity, you are Legally
of Age;
11.1.10. you have evaluated the laws (and in particular all laws relating to
the promotion of online gambling) relating to your activities and
obligations as set out in this Agreement and have concluded that you can
enter into this Agreement and fulfill your obligation as set out in this
Agreement without violating any Applicable Laws; and
11.1.11. you shall comply with and ensure : (i) the prevention of gambling
from being a source of crime or disorder, being associated with crime or
disorder, or being used to support crime; (ii) that gambling is conducted
in a fair and open way; and (iii) the protection of children and other
vulnerable persons from being harmed or exploited by gambling.
12.1. This Agreement shall start from the Agreement Acceptance and shall
continue thereafter until it is terminated in accordance with this
Agreement.
12.2. Either party may terminate the Agreement, any IO, by providing
twenty-four (24) hours prior notice to the other by email. Your termination
of the Agreement, any IO, is subject to you sending an email to
[email protected] with the Subject line “Termination”. However,
you shall not be able to terminate the Agreement, any IO, if we have
suspended your Account.
12.3. For the avoidance of doubt, your participation in the Affiliate
Program terminates upon termination of the Agreement.
12.4. We may terminate the Agreement or we may terminate any IO which has
not expired or been terminated on written notice to you by email in the
event that:
12.4.1. you are in breach (or we have reasonable grounds to believe you have
breached) any of the terms of this Agreement;
12.4.2. you are in breach of Applicable Laws or we (acting reasonably)
believe that you have breached Applicable Laws;
12.4.3. you carry out any action that we reasonably believe will expose the
Company, any Group Company, or any Operator to regulatory repercussions in
any jurisdiction; or
12.4.4. the Company, any Group Company, or any Operator is ordered or
required by a Regulator, to terminate its relationship with you.
12.5. In the event that the Agreement is terminated for any reason
whatsoever, for the avoidance of doubt, any IO that has not expired or been
terminated will automatically and immediately terminate.
12.6.In the event that the Agreement is terminated in accordance with
Section 12.2 or 21, the Company shall pay you, subject to the terms of
the Agreement (if and as applicable) all Commission due to you on the
effective date of termination of the Agreement. If there is any IO which
has not been terminated or has expired prior to the effective date of
termination of the Agreement and we have agreed with you Additional Payments
with respect to such IO:
12.6.1.1. with respect to any Fixed Fee which is in force at the effective
date of termination of the Agreement, we shall pay you a pro-rata amount of
the Fixed Fee for the number of days which have elapsed from when the then
applicable payment of the Fixed Fee has become relevant until the effective
date of termination of the Agreement;
12.6.1.2. if we have not paid the Listing Fee we shall not be liable to pay
you the Listing Fee; and
12.6.1.3. with respect to any Listing Fee that has been paid by the Company-
the Affiliate shall immediately pay the Company the Listing Fee Repayment.
For the avoidance of doubt, following our payment of (if and as applicable)
the Commission, and Fixed Fee (as detailed in this Section 12.6.1.1), we
shall not be liable to make any further Affiliate Payments to you. We may
withhold the final payment of any Commission, Fixed Fee for up to 90 days
to ensure that the correct amount is paid to you.
12.7. In the event that the Agreement is terminated under Section 2.11,
12.4, or 18.9, we shall retain all Affiliate Payments and we shall not be
liable to pay you any Affiliate Payments. In addition, in the event that
under any IO which has not been terminated or has expired prior to the
effective date of termination of the Agreement and we have paid you any
Listing Fee with respect to such IO, the Affiliate shall immediately pay
the Company the Listing Fee Repayment.
12.8. In the event that an IO is terminated under Section 12.2, Sections
6.2-6.4 shall apply (as applicable). In the event that in the terminated IO
we have agreed with you Additional Payments with respect to such IO:
12.8.1. with respect to any Fixed Fee which is in force at the effective
date of termination of the IO, we shall pay you a pro-rata amount of the
Fixed Fee for the number of days which have elapsed from when the then
applicable payment of the Fixed Fee has become relevant until the effective
date of termination of the IO;
12.8.2. if we have not paid the Listing Fee we shall not be liable to pay
you the Listing Fee;
12.8.3. with respect to any Listing Fee that has been paid by the Company-
the Affiliate shall immediately pay the Company the Listing Fee Repayment.
For the avoidance of doubt, following our payment of the Fixed Fee (as
detailed in Section 12.8.1) under the terminated IO, we shall not be
liable to make any further payment to you with respect to the terminated
IO.
12.9. In the event that an IO is terminated under Section 12.4, we shall
retain all Affiliate Payments owed to you under the IO (and for the
avoidance of doubt, we shall not be liable to pay you any Commission for
any Customers generated under such IO). In addition, in the event that in
the terminated IO we have paid you any Listing Fee with respect to such IO,
the Affiliate shall immediately pay the Company the Listing Fee Repayment.
12.10. Immediately following the termination of the Agreement you must
immediately: (a) cease all use of the Marketing Materials and remove all of
the Marketing Materials from the Affiliate Sites; (b) return to us any
Confidential Information in your control or possession in whatever form;
and (c) cease marketing the Promoted Sites.
12.11. On termination of the Agreement, all rights and licenses granted to
you in this Agreement shall immediately terminate.
12.12. For the avoidance of doubt, you will not accrue any Affiliate
Payments following the termination of the Agreement.
13.1. You hereby agree to our written demand to indemnify and hold harmless
us, the Group Companies, the Operator and our and each of their respective
shareholders, officers, directors, employees, agents, successors and assigns
from and against any and all losses, penalties, fines (including without
limitation from any Regulator), demands, claims, damages, costs (including
without limitation legal costs), expenses (including without limitation,
consequential losses and loss of profit) and liabilities suffered or
incurred, directly or indirectly, as a consequence of any:
13.1.1. breach of the Agreement by you (including without limitation any
breach by you of any representation, obligation, undertaking, covenant
and/or warranty);
13.1.2. breach of Applicable Laws by you;
13.1.3. claim relating to the Affiliate Sites;
13.1.4. claim relating to your marketing and promotion of the Promoted
Sites;
13.1.5. claim relating to your right to use the Marketing Materials on the
Affiliate Sites;
13.1.6. action taken by a Regulator; and/or
13.1.7. act and/or omission by you.
14.1. Any information which we have provided you with, whether prior to or
during the term of this Agreement, shall be considered as our confidential
information ("Confidential Information"). You shall not use the
Confidential Information for any purpose other than to perform your
obligations under this Agreement. You must not disclose any Confidential
Information to any other person, other than your employees, officers,
representatives, or advisers who need to know such information for the
purposes of carrying out your obligations under this Agreement. You shall
ensure that your employees, officers, representatives, or advisers to whom
you disclose the Confidential Information comply with this Section 14.
14.2. You shall not make any public announcement with respect to any aspect
of this Agreement or your relationship with us, without our prior written
approval.
15.1. YOUR MARKETING AND ADVERTISING OF THE PROMOTED SITES IS AT YOUR OWN
RISK. THE MARKETING MATERIALS, INSTRUCTIONS, POLICIES, GUIDELINES AND/OR
CONTENT WHICH IS PROVIDED TO YOU AND/OR MADE AVAILABLE BY US IS PROVIDED
"AS IS". WE EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR REPRESENTATIONS OF ANY
KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE MARKETING MATERIALS
AND/OR ANY INSTRUCTIONS, POLICIES, GUIDELINES, AND/OR CONTENT WHICH IS
PROVIDED AND/OR MADE AVAILABLE BY US (INCLUDING WITHOUT LIMITATION
WARRANTIES OF FITNESS, MERCHANTABILITY, COMPLIANCE WITH APPLICABLE LAWS,
NON-INFRINGEMENT, AND/OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF
PERFORMANCE, DEALING, OR TRADE USAGE).
15.2. IT IS SOLELY YOUR RESPONSIBILITY TO ENSURE THAT YOUR MARKETING AND
ADVERTISING OF THE PROMOTED SITES COMPLY WITH APPLICABLE LAWS. IF YOU
BELIEVE, HAVE ANY DOUBT, AND/OR YOU ARE AWARE THAT THE MARKETING MATERIALS
AND/OR INSTRUCTIONS, POLICIES, GUIDELINES AND/OR CONTENT, WHICH IS
PROVIDED AND/OR MADE AVAILABLE BY US DO NOT COMPLY WITH APPLICABLE LAWS,
YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO IMMEDIATELY CEASE MARKETING AND
ADVERTISING THE PROMOTED SITES WHICH INCLUDES WITHOUT LIMITATION TO
IMMEDIATELY CEASE USING THE MARKETING MATERIALS.
15.3. WE, OUR GROUP COMPANIES AND/OR THE OPERATORS SHALL HAVE NO LIABILITY
WHATSOEVER WITH RESPECT TO YOUR MARKETING AND ADVERTISING OF THE PROMOTED
SITES, YOUR USE OF THE MARKETING MATERIALS AND/OR YOUR ADHERENCE TO ANY
INSTRUCTIONS, POLICIES, GUIDELINES AND/OR CONTENT, WHICH IS PROVIDED AND/OR
MADE AVAILABLE BY US.
15.4. WE, OUR GROUP COMPANIES, AND/OR THE OPERATORS MAKE NO EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE
PROGRAM, THE PROMOTED SITES AND/OR THE AFFILIATE PROGRAM SITE (INCLUDING
WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, COMPLIANCE WITH
APPLICABLE LAWS, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF
A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY
MAKES NO REPRESENTATION THAT THE OPERATION OF THE PROMOTED SITES, MARKETING
MATERIALS OR THE AFFILIATE PROGRAM SITE WILL BE UNINTERRUPTED OR
ERROR-FREE, AND WE, OUR GROUP COMPANIES AND/OR THE OPERATORS WILL NOT BE
LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
16.1. THE COMPANY SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY
FOR ANY: (I) ACTUAL AND/OR EXPECTED INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS
AND/OR DAMAGE; (II) LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS AND/OR
WASTED EXPENDITURE; (III) LOSS OF CONTRACTS, BUSINESS, PROFITS AND/OR
REVENUES; (IV) LOSS OF GOODWILL AND/OR REPUTATION; AND/OR (V) LOSS OF DATA.
16.2. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE LOWER OF THE TOTAL
COMMISSION PAID TO YOU UNDER THIS AGREEMENT OVER THE THREE (3) MONTH PERIOD
PRECEDING THE DATE ON WHICH OUR LIABILITY AROSE AND 10,000 EUROS.
17.1. We collect and process your Personal Data and it may include certain
personal information such as your e-mail addresses and transaction details,
IP addresses, your name and surname, and the name of your employees, if
applicable.
17.2. By participating in the Affiliate Program and by using the Affiliate
Program Site, you hereby acknowledge and accept SEG Privacy Policy, located
on/available at: https://seg.mt/privacy
which is an inseparable part of this Agreement ("Privacy Policy").
We encourage you to read this Privacy Policy carefully as it sets out the
terms of our processing of any Personal Data we collect from you, or that
you provide voluntarily to us.
17.3. You warrant that you will process personal data strictly in accordance
with EU General Data Protection Regulation 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural
persons with regard to the processing of personal data and on the free
movement of such data (the “GDPR”) and any other
Applicable Laws and by entering into this Agreement, you shall be deemed to
enter into the Data Protection Addendum in Schedule 1 of this Agreement.
18.1. We may unilaterally amend the Affiliate Agreement at any time and at
our sole discretion by posting an amended Affiliate Agreement on the
Affiliate Program Site. You agree that any amendment will take effect from
when the amended Affiliate Agreement is posted on the Affiliate Program
Site. (whether or not you have actually reviewed the relevant changes). In
addition, you acknowledge and agree that such posting constitutes
sufficient provision of notice of such amendments.
18.2. Your continued participation in the Affiliate Program following the
posting of the amended Affiliate Agreement in accordance with the paragraph
above, will constitute binding acceptance by you of any such amendment. You
should frequently visit the Affiliate Program Site and monitor the terms and
conditions of this Affiliate Agreement.
18.3. If you do not agree to be bound by any amendment to the Agreement your
sole recourse shall be to terminate the Agreement in accordance with your
right to do so set out in Section 12.2. This termination right is your
only remedy in relation to any amendment made with respect to the
Agreement.
18.4. Notwithstanding the other Sections contained in this Section 18, an
IO may only be amended in writing and signed by the Company’s and the
Affiliate’s authorized representatives.
19.1. Without derogating from Section 11.4, we may temporarily suspend
your Account at our sole discretion. In the event we suspend your Account:
19.1.1. we may withhold all Commission which is owed to you but which has
not been paid to you prior to the suspension;
19.1.2. no Commission shall be generated during such period of suspension;
19.1.3. if there is an IO in force at any time during the period of
suspension and any Additional Payments become due and payable, we shall not
be liable to pay you any Affiliate Payments; and
19.1.4. you must immediately cease marketing and promoting the Promoted
Sites which includes without limitation ceasing to use the Marketing
Materials during such period of suspension.
19.2. If we lift the suspension of your Account:
19.2.1. you may begin to use the Marketing Materials to market and promote
the Promoted Sites;
19.2.2. we shall pay you any Commission which is owed to you but which has
not been paid to you prior to the suspension and which does not relate to
any breach of the Agreement;
19.2.3. we may retain any Commission relating to any breach of the
Agreement;
19.2.4. if there is an IO in force following such period of suspension, the
IO shall continue on its terms following the period of suspension; and
19.2.5. if there is an IO which has been in force at any time during the
period of suspension and any Listing Fee has been paid by the Company, upon
the Company lifting the suspension, the Affiliate shall immediately place
the Marketing Materials in the agreed upon positions with respect to which
the Listing Fee has been paid. Furthermore, if the duration of the IO is
not based on the number of Customers delivered by the Affiliate, the
Affiliate shall immediately pay the Company a pro-rata repayment amount of
the Listing Fee which shall be in the same proportion to the number of days
that the Account is suspended bears to the total number of days of until
the expiration of IO.
19.3. We reserve the right to set off any amounts already received by you
that are related to a breach of the Agreement from any future Affiliate
Payments payable to you.
If the Company is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure, the Company shall have no liability in respect of the performance of its obligations as are prevented by the Force Majeure events during the continuation of such events. For the purposes of this Agreement “Force Majeure” means any cause beyond the reasonable control of the Company including, without limitation, act of God, war, insurrection, riot, civil disturbance, acts or attempted acts of terrorism, fire, explosion, flood, storm, theft or malicious damage, pandemic, epidemic, strike, lock-out, pandemic or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third party injunction, national defense requirements, acts or regulations of national or local governments (including, without limitation, legislation or other regulation restricting, preventing or otherwise prohibiting the provision or availability of internet-based sports betting or casino or poker gaming), inability to obtain essential power, raw materials, labour, malfunction of machinery or apparatus. Where the Force Majeure event continues for a period exceeding 30 days, then the Company retains the right to terminate this Agreement immediately.
21.1. The Agreement shall constitute the entire agreement between the
parties with respect to the subject matter hereof and the Agreement cancels
and supersedes all previous understandings and agreements, both oral and
written, between the parties in respect of the subject matter of this
Agreement.
21.2. You shall not, without our prior written consent assign, transfer, or
subcontract all or any of your rights or obligations under the Agreement. In
addition, we shall be entitled to assign, transfer, or subcontract any or
all of our rights and obligations under the Agreement to any Group Company
without your consent.
21.3. We shall be entitled to exercise any of our rights or fulfill any of
our obligations hereunder (including its payment obligations) through any
Group Company.
21.4. You and the Company are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties.
21.5. The Company's failure to enforce your strict performance of any
provision of this Agreement will not constitute a waiver of our right to
subsequently enforce such provision or any other provision of this
Agreement.
21.6. Other than any Group Company, no person and/or entity who is not a
party to this Agreement shall have any right to enforce any term of this
Agreement.
21.7. If any clause in the Agreement (or any part thereof) is rendered void
or unenforceable by any court or authority of competent jurisdiction then
all other provisions of the Agreement will remain in full force and effect
and will not in any way be impaired. With respect to the provision that is
rendered void or unenforceable, the parties shall agree on a replacement
provision that is as close as is legally permissible to the provision found
invalid or unenforceable.
21.8. During the term of the Agreement and after, you shall not in any way
directly or indirectly make any disparaging, negative, uncomplimentary,
derogatory, or defamatory statements with regards to us, any Group Company,
any of their respective business interests which includes the Affiliate
Program, the Promoted Sites or the Operator.
21.9. Any provisions hereof which expressly or by their nature are required
to survive termination or expiration of this Agreement in order to achieve
their purpose shall so survive until it shall no longer be necessary for
them to survive in order to achieve that purpose. Without derogating from
the generality of the foregoing, Sections 7.11, 7.13, 8.6, 12.6 (if
applicable), 12.7 (if applicable), 12.10, 12.11, 12.12, 13, 14, 15,
16, 19.3 and 21 hereof shall survive termination of this Agreement.
21.10. This Agreement shall be governed by the laws of Malta, without giving
effect to principles of the conflict of laws. Any disputes arising out of or
relating to this Agreement, including the interpretation or enforcement
thereof, shall be subject to the exclusive jurisdiction of the courts of
Malta.
DATA PROTECTION AGREEMENT
Company and Affiliate (“Partner”), (each a “Party”,
together the “Parties”), have entered into an agreement
(“Agreement”) for the provision of the services (“Services”),
and are agreeing to these Data Protection Terms (“DPA”).
This DPA is entered into by the Company and Partner and supplements the
Agreement. This DPA will be effective, and replaces any previously
applicable terms relating to its subject matter, from the Terms Effective
Date.
If you are accepting this DPA on behalf of Partner, you warrant that: (a)
you have full legal authority to bind Partner to this DPA; (b) you have
read and understand this DPA; and (c) you agree, on behalf of Partner, to
this DPA. If you do not have the legal authority to bind Partner, please do
not accept this DPA.
If Partner is established outside the EEA or an Approved Jurisdiction, the
Parties shall be deemed to enter into the Standard Contractual Clauses,
contained in Schedule D.
1.1. This DPA reflects the Parties’ agreement on the processing of Personal
Data in connection with the Data Protection Laws.
1.2. Any ambiguity in this DPA shall be resolved to permit the Parties to
comply with all Data Protection Laws.
1.3. In the event and to the extent that the Data Protection Laws impose
stricter obligations on the Parties than under this DPA, the Data Protection
Laws shall prevail.
2.1. In this DPA:
(i) "Approved Jurisdiction" means a member state of the European Economic
Area, or other jurisdiction that may be approved as having adequate legal
protections for data by the European Commission currently found here:
https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/adequacy-decisions_en
(ii) “Data Protection Laws” means, as applicable, any
and/or all applicable domestic and foreign laws, rules, directives and
regulations, on any local, provincial, state or deferral or national level,
pertaining to data privacy, data security and/or the protection of Personal
Data, including the Privacy and Electronic Communications Directive
2002/58/EC (and respective local implementing laws) concerning the
processing of personal data and the protection of privacy in the electronic
communications sector (Directive on privacy and electronic communications
("e-Privacy Directive")), including any amendments or
replacements to them, including the Regulation (EU) 2016/679 of the
European Parliament and of the Council of 27 April 2016 on the protection
of natural persons with regard to the processing of personal data and on
the free movement of such data (“GDPR”);
(iii) “Data Subject” means an individual to whom Personal
Data relates;
(iv) “Personal Data” means any personal data (as defined
under the GDPR) that is processed by a Party under the Agreement in
connection with its provision or use (as applicable) of the Services;
(v) "Security Incident" shall mean any accidental or
unlawful destruction, loss, alteration, unauthorized disclosure of, or
access to, Personal Data. For the avoidance of doubt, any Personal Data
Breach will comprise a Security Incident;
(vi) “Standard Contractual Clauses” the applicable module
of the standard contractual clauses for the transfer of personal data to
third countries pursuant to Regulation (EU) 2016/679 of the European
Parliament and of the Council from June 4th, 2021 ("EU SCCs");
(vii) “Terms Effective Date” means the effective date of
the Agreement;
(viii) The terms “controller”, “processing”
and “processor” as used in this have the meanings given in
the GDPR. Any reference to a legal framework, statute, or other legislative
enactment is a reference to it as amended or re-enacted from time to time.
3.1. This DPA will only apply to the extent all of the following conditions
are met:
3.1.1. Partner processes Personal Data that is made available by the Company
in connection with the Agreement or either Party processes Personal Data
that is made available by the other Party in connection with the Agreement.
3.1.2. The Data Protection Laws apply to the processing of Personal Data.
3.2. This DPA will only apply to the Services for which the Parties agreed
to in the Agreement, which incorporates the DPA by reference.
4.1 If Partner has access to or otherwise processes Personal Data pursuant
to the Agreement, then Partner shall:
4.1.1 only process the Personal Data in accordance with the Company's
documented instructions and on its behalf, and in accordance with the
Agreement and this DPA and related Attachments, unless required otherwise
under applicable laws. In such case, Partner shall, to the extent legally
permitted, promptly notify Company of such legal obligation;
4.1.2 take reasonable steps to ensure the reliability of its staff and any
other person acting under its supervision who may come into contact with, or
otherwise have access to and process Personal Data; ensure persons
authorized to process the Personal Data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality; and ensure that such personnel are aware of their
responsibilities under this DPA and any Data Protection Laws;
4.1.3 promptly, and in any case within the period of time required in Data
Protection Laws, assist the Company as needed to cooperate with and respond
to requests from supervisory authorities, Data Subjects, customers, or
others to provide information (including details of the services provided
by Partner) related to Partner’s processing of Personal Data;
4.1.4 notify the Company without undue delay, and no later than twenty-four
(24) hours, after becoming aware of a Security Incident;
4.1.5 provide full, reasonable cooperation and assistance to the Company in:
4.1.5.1 upon receipt of: (a) requests from Data Subjects to exercise their
rights under the Data Protection Laws in connection with Personal Data
processed under this DPA, including (without limitation) the right of
access, right to rectification, restriction of processing, erasure, data
portability, object to the processing, or the right not to be subject to an
automated individual decision making; and/or (b) any requests or inquiries
from supervisory authorities, customers, or others, to provide information
related to Partner’s processing of Personal Data under this DPA; shall: (i)
direct such requests to Company without undue delay, and (ii) not respond
or act upon such requests without prior written approval from Company; and
(iii) promptly, and in any case within the period of time required in Data
Protection Laws, provide full, reasonable cooperation and assistance to
Company in responding to and exercising such requests, except where the
foregoing shall not apply only and insofar as it conflicts with Data
Protection Laws.
4.1.5.2 ensuring compliance with any notification obligations of Security
Incidents to the supervisory authority and communication obligations to Data
Subjects, as required under Data Protection Laws;
4.1.5.3 ensuring compliance with its obligation, or the obligation of its
customers to carry out data protection impact assessments with respect to
the processing of Personal Data, and with its prior consultation with the
supervisory authority.
4.1.6 only process or use Personal Data on its systems or facilities to the
extent necessary to perform its obligations under the Agreement;
4.1.7 as required under Data Protection Laws, maintain accurate written
records of any and all the processing activities of any Personal Data
carried out under the Agreement (including the categories of processing
carried out), and shall make such records available to the Company and
applicable supervisory authority on request;
4.1.8 make all reasonable efforts to ensure that Personal Data is accurate
and up to date at all times while in its custody or under its control, to
the extent Partner has the ability to do so;
4.1.9 not lease, sell or otherwise distribute Personal Data;
4.1.10 promptly notify the Company of any investigation, litigation,
arbitrated matter or other dispute relating to the Partner or the
processing of Personal Data under the Agreement;
4.1.11 promptly notify Company in writing and provide Company an opportunity
to intervene in any judicial or administrative process if Partner is
required by law, court order, warrant, subpoena, or other legal or
judicial process to disclose any Personal Data to any person other than
Company;
4.1.12 upon termination of the Agreement, or upon Company's written request
at any time during the term of the Agreement, Partner shall cease to
process any Personal Data received from Company, and within a reasonable
period will at the request of Company: (1) return the Personal Data; or 2)
securely and completely destroy or erase all Personal Data in its
possession or control (including any copies thereof), unless and solely to
the extent the foregoing conflicts with any applicable laws. In such a
case, the Partner shall notify the Company and only process such Personal
Data in order to comply with its legal obligations. The terms of this DPA
shall remain applicable to the processing of such Personal Data until
returned or erased. At the Company’s request, the Partner shall give the
Company a certificate confirming that it has fully complied with the
requirements of this clause.
5.1 Partner shall not subcontract its obligations under this DPA to another
person or entity ("Sub-processor(s)"), in whole or in part, without
Company’s prior written approval, and shall inform the Company of any
intended changes concerning the addition/replacement of other processors,
no later than thirty (30) days prior to such intended change. Company shall
have the right to object to the appointment of any new Sub-processor within
14 days of having been notified of the Sub-processor’s appointment by
Partner, in which event the Parties shall negotiate in good faith this
objection. In the event the Parties, acting reasonably and in good faith,
have not reached an amicable solution, then the Company may terminate the
portion of the Agreement that requires the employment of said
Sub-processor.
5.2 Partner will execute a written agreement with such approved
Sub-processor containing terms providing at least equivalent protection of
Personal Data as provided under this DPA (provided that Partner shall not
be entitled to permit the Sub-processor to further sub-process or otherwise
delegate all or any part of the Sub-processor’s processing without
Company’s prior written consent at Company’s sole discretion) and which
expressly provides Company with third-party beneficiary rights to enforce
such terms and/or require Partner to procure that the Sub-processor enters
into a data protection agreement with Company directly.
5.3 Partner shall have a written security policy that provides guidance to
its Sub-processors to ensure the security, confidentiality, integrity, and
availability of Personal Data and systems maintained or processed by
Partner.
5.4 Company may require Partner to provide Company with full details of the
proposed Sub-processor’s involvement including but not limited to the
identity of the Sub-processor, its data security record, the location of
its processing facilities, and a description of the access to Personal Data
proposed.
5.5 Partner shall be liable for the acts or omissions of Sub-processors to
the same extent it is liable for its own actions or omissions under this
DPA and Data Protection Laws.
6.1 Where the GDPR is applicable, to the extent Partner and/or Partner's
Sub-processor processes Personal Data outside the EEA or an Approved
Jurisdiction, such transfer shall be based on one of the appropriate
safeguards specified in Article 46 of the GDPR.
6.2 In performing its obligations under this DPA, a party may provide
Personal Data to the other party. Each party shall process Personal Data
only for (i) the purposes set forth in the Agreement or as (ii) otherwise
agreed to in writing by the parties, provided such processing strictly
complies with (a) Data Protection Laws and (b) its obligations under the
Agreement.
6.3 If Partner and/or its Sub-processors intend to rely on Standard
Contractual Clauses (where subcontracting or performance is allowed by the
Agreement), then if the Standard Contractual Clauses are superseded by new
or modified Standard Contractual Clauses, the new or modified Standard
Contractual Clauses shall be deemed to be incorporated into this DPA, and
Partner will promptly begin complying with such Standard Contractual
Clauses. Partner will abide by the obligations set forth under the Standard
Contractual Clauses for data importer and/or Sub-processor as the case may
be.
7.1 The Parties shall implement and maintain commercially reasonable and
appropriate physical, technical, and organizational security measures to
protect Personal Data against accidental or unlawful destruction; accidental
loss, alteration, unauthorized disclosure, or access to personal data
transmitted, stored or otherwise processed; and all other unlawful forms of
processing;
7.2 To the extent that Partner processes Special Categories of Data, the
security measures referred to in this DPA shall also include, at a minimum
(i) routine risk assessments of Partner’s information security program,
(ii) regular testing and monitoring to measure and confirm the
effectiveness of the information security program’s key controls, systems,
and procedures, and (iii) encryption of Special Categories of Data while
“at rest” and during transmission (whether sent by e-mail, fax, or
otherwise), and storage (including when stored on mobile devices, such as a
portable computer, flash drive, PDA, or cellular telephone).
8.1 If this DPA does not specifically address a particular data security or
privacy standard or obligation, Partner will use appropriate, generally
accepted practices to protect the confidentiality, security, privacy,
integrity, availability, and accuracy of Personal Data.
8.2 If Partner is unable to provide the level of protection as required
herein or to abide by its obligations under this DPA or Data Protection
Laws, Partner shall immediately notify Company and cease processing. Any
non-compliance with the requirements herein shall be deemed a material
breach of the Agreement and the Company shall have the right to terminate
the Agreement immediately without penalty.
8.3 Company, shall have the right to: (a) require promptly from Partner all
information necessary to, and (b) conduct its own audit and/or inspections
of Partner (including its facilities or equipment involved in the
processing of Personal Data) in order to: demonstrate compliance with the
DPA and Data Protection Laws. The Partner shall allow and contribute to
such audit and/or inspection. Such audit and/or inspection shall be
conducted with reasonable advance notice to Partner and shall take place
during normal business hours to reasonably limit any disruption to
Partner’s business.
8.4 Partner will indemnify Company and hold Company harmless from any cost,
charge, damages, expenses, or losses incurred as a result of Partner’s
breach of any of the provisions of these clauses. Indemnification hereunder
is contingent upon the Company promptly notifying Partner of a claim, and
providing reasonable cooperation and assistance to Partner in defense of
such claim.
9.1 If there is any conflict or inconsistency between the terms of this DPA
and the remainder of the Agreement then, the terms of this DPA will govern.
Subject to the amendments in this DPA, the Agreement remains in full force
and effect.
10.1 No changes, modifications, or amendments to this DPA shall be valid or
binding unless made in writing and signed by both Parties.
10.2 If any of the Data Protection Laws are superseded by new or modified
Data Protection Laws (including any decisions or interpretations by a
relevant court or governmental authority relating thereto), the new or
modified Data Protection Laws shall be deemed to be incorporated into this
DPA, and each Party will promptly begin complying with such Data Protection
Laws in respect of its respective processing activities.
1. If the Company is a processor – the Parties shall be deemed to enter
into the Processor to Processor Standard Contractual Clauses (Module 3).
2. This Schedule D sets out the Parties' agreed interpretation of their
respective obligations under Module Three of the Standard Contractual
Clauses (as applicable).
3. The Parties agree that for the purpose of transfer of Personal Data
between the Company ("Data Exporter") and the Partner
("Data Importer"), the following shall apply for Module
Three:
3.1. Clause 7 of the Standard Contractual Clauses shall not be applicable.
3.2. In Clause 9, option 1 shall apply. The Data Importer shall submit the
request for specific authorization at least thirty (30) days prior to the
engagement of the Sub-processor.
3.3. In Clause 11, data subjects shall not be able to lodge a complaint with
an independent dispute resolution body.
A. Identification of Parties
"Data Exporter": Company;
"Data Importer": Partner.
B. Description of Transfer
Data Subjects
The Personal Data transferred concern the following categories of
Data Subjects (please specify):
Operator's end users
Categories of Personal Data
Referenced ID of users, sessions, and related statistics.
Special Categories of Data (if appropriate)
The Personal Data transferred concern the following special
categories of data (please specify):
None
The frequency of the transfer
The frequency of the transfer:
Continuous
Nature of the processing
Collection
Analysis
Purpose of the transfer and further processing
As defined in the Agreement.
Retention period
Personal Data will be retained for the term of the Agreement.
Description of the summary of technical and organizational measures
implemented by the Data Importer (including any relevant certifications) to
ensure an appropriate level of security, taking into account the nature,
scope, context, and purpose of the processing, and the risks for the rights
and freedoms of natural persons.
1. Implement and maintain current and appropriate technical and
organizational measures to protect Personal Data against accidental,
unauthorized, or unlawful processing and against accidental loss,
destruction, damage, alteration, disclosure or access as well as an
incident response plan to respond immediately to a system breach;
2. Provide third-party attestation of security testing or penetration
testing on applicable software processing Personal Data;
3. Maintain a level of security appropriate to the harm that may result from
any unauthorized or unlawful processing or accidental loss, destruction,
damage, denial of service, alteration, or disclosure, and appropriate to the
nature of Personal Data;
4. Oblige Partner's employees, agents, or other persons to whom it provides
access to Personal Data to keep it confidential; take reasonable steps to
ensure the integrity of any employees who have access to Personal Data and
provide annual training to staff and subcontractors on the security
requirements contained herein;
5. Maintain measures designed to ensure the ongoing confidentiality,
integrity, availability, and resilience of Partner’s systems and services;
6. Maintain a process for regularly testing, assessing, and evaluating the
effectiveness of technical and organizational measures for ensuring the
security of the processing of Personal Data, regularly testing such measures
to validate their appropriateness and effectiveness, and implementing
corrective action where deficiencies are revealed by such testing;
7. Log all individuals’ access to and activities on systems and at
facilities containing the Company's Personal Data. Upon Company's
request, and subject to Applicable Laws, Partner shall provide a report
detailing a list of authorized users, their associated privileges, status
of accounts, and history of activities;
8. Protect user accounts and access to Personal Data using multi-factor
authentication (e.g., using at least two different factors to authenticate
such as a password and a security token or certificate);
9. Store and transmit Personal Data using strong cryptography, consistent
with industry best practices, and pseudonymize Personal Data where
appropriate;
10. Ensure that only restricted and authorized personnel have access to
Personal Data and are granted access, such access is limited to the least
amount required, and only granted for the purposes of performing obligations
under this DPA. Partner shall conduct access reviews upon each individual’s
scope of responsibility change or other change impacting Partner's personnel
access to Personal Data;
11. Maintain an information security policy, including security management,
secure networks and systems (e.g. firewalls configuration), physical
security program, and vulnerability management program that are consistent
with industry best practices;
12. Ensure that any storage media (whether magnetic, optical, non-volatile
solid state, paper, or otherwise capable of retaining information) that
captures Personal Data is securely erased or destroyed before repurposing or
disposal;