Please read this carefully. It is very important that you read and understand these terms and conditions. By ticking the box indicating your acceptance of these terms and conditions and continuing with your application to join our affiliate programme, you are agreeing (subject to our approval of your application) to the terms and conditions below. If you do not agree with the terms and conditions (or are not authorised to do so), you should not continue with your application. If you have any questions regarding our affiliate programme or these terms and conditionsplease contact the relevant affiliate manager. Please click here to contact us. You can visit our affiliate website here.
The following expressions in this Agreement shall have the following meanings:
means these terms and conditions governing our affiliate programme;
means Ladbrokes’ Application Programming Interface;
means the graphical artwork or text containing or referencing our branding and marketing offers, bonuses or promotions which are made available by us through your affiliate account, that you may use to connect Customers to our Websites from the Partner Site
any day which is not a Saturday, Sunday or bank or public holiday in England;
means:1. Ladbrokes Sportsbook LP’s ultimate holding company and all subsidiaries of such holding company (where “holding company” and “subsidiary” have themeanings ascribed to them by section 1159 and Schedule 6 of the Companies Act 2006 (as amended)); and2. any person who is party to a commercial relationship (including a joint venture or similar arrangement) with Ladbrokes Sportsbook LP or any company referred to in (a) above;
means a visitor from the Partner Site who has entered one of the Website(s) via the Links and who (i) has opened a new account with any Business in respect of the relevant Website; (ii) has not previously opened an account with any Business in respect of such Website; (iii) has had their account registration details adequately validated and approved by Ladbrokes, including (without limitation) that the individual is confirmed to be 18 years of age or above; (iv) places stakes, or plays, (as relevant) with deposited money on the relevant Website; and (v) is qualified and authorised to access and use the relevant Website in accordance with the terms and conditions of use of such Website and complies with all applicable laws, rules and regulations;
means the restricted territories listed on Ladbrokes’ main website (www.ladbrokes.com) from time to time, details of which can be found using the following hyperlink,http://help.ladbrokes.com/display/4/kb/article.aspx?aid=1119, which shall include USA and its territories, China and Turkey.
Player activity from the following territories does not qualify for CPA payments: Afghanistan, Algeria, Armenia, Azerbaijan, Belarus, Georgia, East Timor,Indonesia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Montenegro, North Korea, Norway, Puerto Rico, Serbia, Sudan, Tajikistan, Turkmenistan and Uzbekistan , Bolivia, Brazil, Costa Rica, Dominican Republic, Ecuador, El Salvador, India, Latvia, Lithuania, Moldova, Nigeria, Pakistan, Panama, Peru, Thailand and Ukraine.
IT IS YOUR RESPONSIBILITY TO CONSULT AND REGULARLY CHECK THE LADBROKES WEBSITE REGARDING ANY CHANGES TO THE LIST OF EXCLUDED TERRITORIES;
means each Business and each Business’ associates, officers, directors, employees, agents, shareholders and partners;
Ladbrokes / we / us / our
means Ladbrokes Sportsbook LP, whose registered office is at 57/63 Line Wall Road, Gibraltar;
means the internet hyperlinks, banners, text or other promotional material (which may include Business Content) that have been provided or otherwise made available to you by us and/or pre-approved by us and which are placed on the Partner Site linking and directing traffic to the Website(s);
means all gross monies received by us from Customers through the Website(s) less all of the following: (i) monies paid out to Customers as winnings; (ii) monies paid in the form of any betting duties, levies or taxes including VAT (or reasonable provisions in respect thereof) or other statutory deductions or payments to licensing authorities including, without limitation, the licensing charges of the British Horse Racing Board or any equivalent body; (iii) charges levied by electronic payment or credit card organisations; (iv) bad debts; (v) monies attributed to Prohibited Activity; (vi) returned stakes; (vii) provisions for transactions which are reversed byinstruction from the card-holder’s bank (commonly referred to as charge-backs); (viii) any monies received from Customers who bet with a Business via a platform owned or operated by a third party; (ix) the cost of ‘free bets’ or ‘free chips’ provided to Customers as a promotional or marketing activity; and (x) any third party royalty incurred in relation to any Customers (third party royalty in this context means any royalty or revenue share which any relevant Business must pay to a third party in order to lawfully exploit any technology or other product used from time to time on the Website(s));
means the affiliate’s website(s), mobile application or any other marketing channel used by the Affiliate to direct traffic to the Website(s) as approved by us;
means an actual or attempted act by you or any Customer, which is reasonably deemed by us to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud any Business or any Website and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Websites any damage or harm (and Prohibited Activity shall include, without limitation: collusion; abuse of bonuses or other promotions; abuse of the CPA commission structure (if applicable); violation of money-laundering or other laws and regulations; spamming; false, misleading or unauthorised advertisingor representations; use of stolen credit cards; rake-back activity; and unauthorised use of any intellectual property rights (including third parties’ and any Business’ rights));
means your total share of Net Revenues accrued per Vertical, if any, during the previous calendar month;
means the period during which this Agreement continues in effect, commencing on the date we notify you that your application has been successful in accordance with clause 4.1, and continuing thereafter unless and until terminated in accordance with clause 14;
means users of the Partner Site;
means Poker, Casino, Sports, Bingo, Financials, Lottery or such other products as determined by Ladbrokes;
means the websites, landing pages and/or the Apps operated by or relating to the Business(es) from time to time, and all of their related pages; (including any pages accessed through the API);
any thing or device (including any software, code, file and/or programme, such as worms and/or trojan horses) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); prevent, impair or adversely affect the user experience; and
means the affiliate(s), being the person or company set out on the relevant application form.
2. This Agreement
2.1. This Agreement sets out the terms and conditions agreed between us (Ladbrokes Sportsbook LP), and you (the person or company set out on the application form), regarding yourapplication to join (and if your application is successful, your membership of) our affiliate programme.
2.2. If you are approved as an affiliate you will:
2.2.1. promote the Websites as set out from time to time at www.ladbrokespartners.com; and
2.2.2. create Links.
2.3. By entering into this Agreement, you agree to provide your services to the Businesses.
2.4. This Agreement replaces all previous terms and conditions for our affiliate programme.
2.5. We may change all or any part of this Agreement at any time. Where possible, notice of any changes will be provided either by an email to your last known email address on our records or through an account message, in advance of any such changes being made. Ultimately, it remains your sole responsibility to check this Agreement to see whether the terms of this Agreement have changed. It is important, therefore, that you regularly log in to your account. If you do not agree to the changes, your only remedy will be to terminate this Agreement. We will publish the date on which any changes to this Agreement were made in clause 17 below. Your continued participation in our affiliate programme after we have posted any changes will constitute binding acceptance of such changes.
2.6. You acknowledge and agree that regulations 9(1) and 9(2) (information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to or have any effect on this Agreement.
3.1. In this Agreement (except where the context otherwise requires):
3.1.1. clause headings are included for convenience only and shall not affect the interpretation;
3.1.2. the singular includes the plural and vice versa;
3.1.3. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); and
3.1.4. a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute as amended, re-enacted or extended at the relevant time.
4. Your Application
4.1. As part of the application process to become a member of our affiliate programme, you must complete and submit an online application form. The application form will form part of this Agreement. We will in our sole discretion determine whether or not to accept your application; our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful. If your application is rejected, you may reapply at another time. If your application is successful, we will email you the necessary instructions as to what you must do to create the Links.
4.2. You warrant, represent and undertake to us that you do not reside in the USA and its territories (if you are an individual) or your business is not registered in or operating from the USA and its territories (if you are a company).
5. Identity Verification and Supporting Documentation
5.1. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. Before accepting your application, we will verify your identity through the information provided by you and by obtaining further information from public sources and data. For the avoidance of doubt, you agree that we may use any personal information provided by you for the purposes of verifying your identity.
5.2. You agree to provide us with any supporting documents, which we may request from time to time. Supporting documents may include any or all of the following for individuals: a copy of a valid passport; copy of a valid driving licence; copy of a utility bill; letter of reference from the individual’s bank; and copy of a bank statement. For a company, supporting documentation may include: a copy of the company’s certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing; power of attorney; and information regarding the identity of the beneficial owners and directors of the company. You agree and acknowledge that we have the right to withhold payments due to you (i) if such supporting documents are not provided in a timely manner; and (ii) until such time as your details have been verified to our satisfaction.
6. Your Obligations
6.1. Throughout the Term, you shall prominently incorporate and continuously display the most up to date Links provided to you by any Business on the Partner Site in a manner and location agreed between you and that Business and you shall not alter the form, location or operation of the Links without that Business’ prior written consent. If we approve your application, the Partner Site should display the appropriate Links within four (4) weeks of you being notified that you have been accepted. If you fail to so display the Links, we may terminate this Agreement immediately on notice.
6.2. You agree to give the Businesses your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
6.3. You shall ensure that you do not place any Links on pages of the Partner Site aimed at persons under the age of 18 years or, if the Partner Site is so prohibited by the applicable laws in a relevant jurisdiction, to anyone who is not at an age where they can lawfully participate.
6.4. In the event that you wish to place the Links on websites other than the Partner Site, you must first obtain the written consent of any Business the Links relate to.
6.5. The Businesses have the right to monitor the Partner Site to ensure you are complying with the terms of this Agreement and you shall provide the Businesses with all data and information (including, but not limited to, passwords) to enable the Businesses to perform such monitoring at no charge.
6.6. If any Business discovers that your use of any Link is not in compliance with the terms of thisAgreement, it shall be entitled to take such measures as to render inoperativethe Links and we shall be entitled to immediately terminate this Agreementwithout notice to you.
6.7. You may not:
6.7.1. purchase orregister keywords, search terms or other identifiers for use in any searchengine, portal, sponsored advertising service or other search or referralservice;
6.7.2. include metatagkeywords on the Partner Site; or
6.7.3. (except asexpressly permitted in this Agreement) otherwise use marks, terms or images,in each case, which are identical or similar to any of the Businesses’trademarks or trade or other brand names from time to time.
6.8. Neither you noryour direct relatives are eligible to become Customers and you shall not beentitled to any share of Net Revenue (or any other remuneration from anyBusiness) in relation to such relatives or friends. Direct relatives in thiscontext shall include your spouse, partner, parent, child or sibling.
6.9. You shall not:
6.9.1. directly orindirectly offer any person or entity any consideration or incentive(including, without limitation, payment of money or other benefit) for usingthe Links to access the Website(s) (e.g. by implementing any “rewards”programme for persons or entities who use the Links to access the Website(s));
6.9.2. read,intercept, record, redirect, interpret, or fill in the contents of anyelectronic form or other materials submitted to us by any person;
6.9.3. in any waymodify, redirect, suppress, or substitute the operation of any button, link, orother interactive feature of the Website(s);
6.9.4. engage intransactions of any kind on the Website(s) on behalf of any third party, orauthorise, assist, or encourage any other person or entity to do so;
6.9.5. take any actionthat could reasonably cause any end user confusion as to our relationship withyou, or as to the site on which any functions or transactions are occurring;
6.9.6. other thanproviding the Links in accordance with this Agreement and any promotioncontemplated by clause 6.13, post or serve any advertisements or promotionalcontent promoting the Website(s) or the Business(es);
6.9.7. post or serveany advertisements or promotional content promoting the Website(s) or otherwisearound or in conjunction with the display of the Website(s) (e.g. through anypop-up windows or pop-under windows or “framing” technique or technology) orassist, authorise or encourage any third party to take any such action;
6.9.8. attempt toartificially increase monies payable to you by us;
6.9.9. cause theWebsite(s) (or any page thereof) to open in a visitor’s browser other than as aresult of the visitor clicking on a Link;
6.9.10. attempt tointercept or redirect (including, without limitation, via user-installedsoftware) traffic from or on any website that participates in our affiliateprogramme;
6.9.11. use the Linksand/or any Ladbrokes advertising and promotional content (including banners,campaigns and promotional material) alongside, in conjunction or in connectionwith, any inappropriate content (including, without limitation, defamatory orlibellous content, lewd, pornographic, obscene or explicit content, piratedcontent, content that infringes intellectual property rights or content whichcould incite religious hatred or prejudice) and on peer to peer file sharingsites or bit torrents. You shall immediately remove or procure the removal ofany of Ladbrokes’ graphics, Ladbrokes’ banner advertisements, the Links orLadbrokes content following notification from Ladbrokes;
6.9.12. directly orindirectly engage in, allow, assist, promote, encourage or benefit from any actor traffic that involves any Prohibited Activity;
6.9.13. directly orindirectly post, serve, distribute or redirect any advertisements orpromotional content promoting or otherwise advertising or marketing theWebsite(s) (including, without limitation, banners, campaigns and promotionalmaterial) to any person or entity located in the Excluded Territories; or
6.9.14. make thePartner Site or any Links accessible at any time by any person or entitylocated in the Excluded Territories.
6.10. If we determine,in our sole discretion, that you have engaged in any of the activities set outin clause 6.9, we may (without limiting any other rights or remedies availableto us) withhold any monies otherwise payable to you under this Agreement and/orimmediately terminate this Agreement.
6.11. IT IS YOURRESPONSIBILITY TO CONSULT AND REGULARLY CHECK THE WEBSITE REGARDING ANY CHANGESTO THE LIST OF EXCLUDED TERRITORIES.
6.12. You shallindemnify on demand and hold harmless the Businesses from and against any andall losses, demands, claims, damages, penalties, costs, expenses (including,but not limited to, consequential losses and loss of profit, reasonable legalcosts and expenses and VAT thereon if applicable) and liabilities suffered orincurred, directly or indirectly, by the Business(es) in consequence of anybreach by you of clauses 6.7, 6.8, 6.9 or 6.21.
6.13. If you contactany of your Users to promote the Website(s) or the Links, you shall make clearin the body of any such communication, that such communication is made withoutthe knowledge or involvement of the relevant Business(es) and that any complaintthat the relevant user may wish to make should be addressed to you and not therelevant Business(es).
6.14. You shall at alltimes comply with the Data Protection Act 1998 and the Privacy and ElectronicCommunications (EC Directive) Regulations 2003 and any other related or similarlegislation.
6.16. Subject to clause 6.17, where theAffiliate sends any form of communication containing any Links or any BusinessContent by way of electronic communication (including but not limited to email)(“Electronic Communication”), the Affiliate shall ensure that:
6.16.1. the name ofthe Affiliate shall appear in the email “From” line as the sender of the emailwith a sender address unconnected with Ladbrokes.com, the Ladbrokes name, anyof the Ladbrokes brand names, or any other brand name owned or operated byLadbrokes from time to time;
6.16.2. a reference toLadbrokes.com, the Ladbrokes name, any of the Ladbrokes brand names, or anyother brand name owned or operated by Ladbrokes shall not be included in thesubject header on any Electronic Communication disseminated as part of theServices;
6.16.3. the name ofthe Affiliate and/or the Affiliate’s logo shall be shown in the body of thetext of any Electronic Communication disseminated by Affiliate the so thatrecipients may know that the Affiliate is sending the communication;
6.16.4. each and everyElectronic Communication sent by the Affiliate shall include an “unsubscribe”’option, such unsubscribe facility being linked solely to the Affiliate (with nolink to Ladbrokes.com, the Ladbrokes name, any of the Ladbrokes brand names, orany other brand name owned or operated Ladbrokes);
6.16.5. the recipientshall not be charged a premium for using the “unsubscribe” facility;
6.16.6. the“unsubscribe” facility shall at all times remain fully functioning andoperational;
6.16.7. any referenceto a bonus incentive in any Electronic Communication sent by the Affiliateshall indicate by a link or a footnote that “terms and conditions apply” tosuch bonus incentive arrangement;
6.16.8. the recipientsof any Electronic Communication disseminated shall be comprised solely ofrecipients listed on an ‘opt in’ database (i.e. such individuals must haveprovided their express consent to the Affiliate to receive marketing andadvertising Electronic Communications from a third party such as Ladbrokes);
6.16.9. it shallimmediately remove from its ‘opt-in’ database any recipient who notifies theAffiliate that they no longer wish to receive marketing communications from theAffiliate (whether through the “unsubscribe” facility or otherwise);
6.16.10. it shall notsend any Electronic Communication to any recipient who has notified theAffiliate that they no longer wish to receive marketing communications from theAffiliate (whether through the “unsubscribe” facility or otherwise); and
6.16.11. uponLadbrokes’ request, the Affiliate will co-operate with Ladbrokes in good faithand in a timely manner to carry out any data scrubbing exercises againstLadbrokes’ ‘unsubscribe’ lists whether directly or via a third party.
6.16.12. the timetableof the Electronic Communication is as reasonably agreed by us and you from timeto time. For the avoidance of doubt (unless otherwise agreed by us in writing),the recipient of any email or SMS shall not be retargeted within one (1) monthof any such email or SMS;
6.17. The Affiliate isnot permitted to send any form of communication containing any Links or anyBusiness Content by way of SMS or text message.
6.18. The Affiliateagrees to provide Ladbrokes with all such assistance, co-operation andinformation as Ladbrokes may require in responding to any investigations,claims or allegations made against Ladbrokes by any regulatory or governmentalbody (including the Information Commissioner’s Office).
6.19. The Affiliateshall ensure that all marketing, advertising and promotions targeted atpotential Customers in the United Kingdom or otherwise subject to regulation bythe British Gambling Commission shall include the wording:
2.“18 + only”; and
3.“Terms and Conditions apply”;
6.20. Where theAffiliate uses Ladbrokes’ API the Affiliate shall ensure that:
6.20.1 it uses the APIin accordance with all manuals and guidelines issued by Ladbrokes from time totime;
6.20.2 it complies infull with all directions and instructions issued by Ladbrokes in relation tothe API;
6.20.3 it shall not(and shall not permit any third party) to copy, adapt, reverse engineer,decompile ,disassemble, modify, adapt or make error corrections to the API inwhole or in part; and
6.20.4 it shall notaccess, store, distribute or transmit any Viruses.
6.20.5 it shall keepall information relating to the API (including any keys and/or access codes)confidential (and such information shall be deemed confidential information forthe purposes of clause 15).
6.20.6 it shall notprovide access to the API to any third party without the prior written consentof Ladbrokes.
6.21 You must only useLinks provided by us, or pre-approved by us in writing, to promote ourBusinesses and provide services to us under this Agreement. You are notpermitted to create and/or distribute any marketing materials containing anyBusiness Content without our prior written approval. Any such marketingmaterials created by you must be pre-approved in writing by us before you arepermitted to use them. If you fail to comply with this clause 6.21 this willconstitute a material breach of this Agreement and in such circumstances wereserve the right to terminate this Agreement immediately.
6.22 You agree tocomply in full with any guidelines, notices or updates issued by us from timeto time in relation to the use of our Business Content and the operation ofLinks.
7. Our Obligations
7.1. We shall supplyor procure that the relevant Business(es) supply you with the Links forinclusion on the Partner Site and may update such Links from time to time.
7.2. Subject to youcomplying with our instructions with regard to tracking Customers, we shall useour best endeavours to ensure that whenever a Customer links to the Website(s)through the Links and they subsequently place a bet with any Business, therelevant Customer is identified as originating from the Partner Site. However,we shall not be liable to you in any way if we are unable to identify aCustomer as originating from the Partner Site.
7.3. We shall beentitled to exercise any of our rights or fulfil any of our obligationshereunder (including, without limitation, our payment obligations pursuant toclause 8) through any Business.
8.1. We offer a rangeof payment structures to our affiliates, including revenue share, CPA andhybrid models. Please note that the revenue plans applicable for any Customerswhich you deliver to our Ladbrokes.be Website differ from our usual affiliatecommission plans for the other Websites. For commission plans for Customersdelivered from the Partner Site to our Belgian Website (Ladbrokes.be) orfurther information on our payment structures please contact your affiliateaccount manager.
8.2. Unless otherwise agreed with youraffiliate manager, our standard payment structure is to pay you (in accordancewith the provisions of clause 8.5) a percentage of the Net Revenues receivedduring the Term per Vertical. The percentage of Net Revenues payable shall bedetermined by the number of Customers delivered to us during each calendarmonth. Please go to the Commissions page on www.ladbrokespartners.com for information on ourstandard % of Net Revenues payable to you in consideration of the number ofCustomers delivered each month to us. You will also find information on ourexciting and new promotional offers for new affiliates from time to time.
8.3. We shall provide you with statementsaccessible through www.ladbrokespartners.com detailingthe number of Customers and your share of Net Revenues, which have accrued toyou over the course of the calendar month.
8.4. At the end of acalendar month, we shall record your Revenue Share. In the event that a RevenueShare in any calendar month is a negative amount, we shall be entitled but notobliged to carry forward and set off such negative amount against all futureRevenue Shares, which would otherwise be payable to you, until the negativebalance is set off in full. However, we shall also be entitled but not obligedto zero out the negative balance that would otherwise be carried forward. If aRevenue Share does not exceed £100, we shall be entitled to withhold and carryforward such sum until the end of the first calendar month in which the RevenueShare (including such carried forward sum) exceeds £100, at which time paymentshall be made in accordance with clause 8.5. For the avoidance of doubt, youwill only receive a payout when there is a positive balance and it is greaterthan £100 in any given month.
8.5. Subject to clause8.4, at the end of a calendar month, you may raise an invoice for the relevantRevenue Share payable by Ladbrokes to you, which shall be paid within 45 daysof receipt by Ladbrokes of such invoice. However, raising an invoice is not arequirement as the relevant Revenue Share payable by us to you shall beautomatically raised and paid out (in accordance with this clause 8.5) within60 days of the end of the relevant calendar month. Such Revenue Share shall bepaid in pounds sterling, inclusive of VAT if applicable.
8.6. If an error ismade in the calculation of the Revenue Share, we reserve the right to correctsuch calculation at any time and to reclaim from you any overpayment made by usto you (including, without limitation, by way of reducing future payments whichmight otherwise be due to you from us from time to time).
8.7. We reserve theright to withhold all amounts due and payable to you under this Agreement if webelieve that any Prohibited Activity has taken place or is contemplated, whichinvolves you, whether or not the withheld amounts relate to the event inquestion. If we believe that any Prohibited Activity has taken place or iscontemplated by any Customer without your knowledge, we will be entitled towithhold any amounts due to you in connection with such Prohibited Activity. Wewill also be entitled, in such events, to set-off from future amounts payableto you any amounts already received by you which can be shown to have beengenerated by any Prohibited Activity.
8.8. We reserve theright to decrease the amount of your Revenue Share to a lower percentage ifduring any three (3) month period you fail to deliver any new Customers.
8.9. We reserve theright to change your chosen payment structure (including the amount of yourRevenue Share) upon written notice to you. Any such change will take effectfrom the date of such notice.
8.10. All calculationsin connection with the amount payable to you under this Agreement will be madeby us and based solely on our systems’ data and records, and our calculationswill be final and binding.
8.11. Net Revenuesreceived in currencies other than pounds sterling shall be converted inaccordance with our standard currency exchange policy.
8.12. All paymentsshall be made inclusive of VAT, if applicable.
8.13. Notwithstandingany other provision of this clause 8, we shall only be obliged to pay anyamounts due to you under this Agreement (including any Revenue Share) duringthe Term.
8.14. In the eventthat your payment structure includes or comprises a CPA payment, (unlessotherwise determined by us in our sole discretion) this shall be not due orpayable to you in respect of a Customer where: (a) you have already been paid(or are otherwise already due) a CPA payment in respect of that same person orentity from: (i) any other brand we own, control or operate; or (ii) any othermember of our Business and/or their brands; or (b) such Customer has previouslyopened an account with those listed in (a)(i) and (ii).
9. Intellectual Property
9.1. The relevantBusiness grants you a non-exclusive, revocable and non-transferable licence todisplay the Business Content during the Term solely for the purposes of thedisplay of the Links by you on the Partner Site as set out in this Agreementand in accordance with any guidelines as may be provided to you from time totime by us or the relevant Business. All intellectual property rights and anygoodwill arising in the Links and in all betting products, associated systemsand software, relating to the services provided by the Businesses from time totime, shall remain the property of the Businesses. You are not permitted to usethe Business Content in any way that is detrimental to any Business or thereputation or goodwill of any Business. You are not permitted to alter ormodify in any way the Business Content without the express prior writtenconsent of the relevant Business.
9.2. You agree thatthe Partner Site shall not in any way resemble the look and/or feel of theWebsite(s), nor will you create the impression that the Partner Site is anyWebsite (or any part thereof).
10.1. Each party tothis Agreement represents and warrants to the other that it has and will retainthroughout the Term all right, title and authority to enter into thisAgreement, to grant to the other party the rights and licences granted in thisAgreement and to perform all of its obligations under this Agreement.
10.2. You warrant,represent and undertake to us that you have obtained and will maintain in forceall necessary registrations, authorisations, consents and licences to enableyou to fulfil your obligations under this Agreement and that you fully complywith, and shall continue to fully comply with, all applicable laws andregulations.
10.3. You represent,warrant and undertake that the Partner Site shall contain no material which isdefamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene,harassing, or racially, ethnically, or otherwise objectionable ordiscriminatory, violent, politically sensitive or otherwise controversial or inbreach of any third party rights or which links to any such material.
10.4. You warrant thatyou shall at all times comply with the provisions of the Data Protection Act1998 and the Privacy and Electronic Communications (EC Directive) Regulations2003, as amended from time to time, and any other related legislation and youshall indemnify on demand and hold harmless the Businesses from and against anyand all losses, penalties, demands, claims, damages, costs, expenses(including, but not limited to, consequential losses and loss of profit,reasonable legal costs and expenses and VAT thereon if applicable) andliabilities suffered or incurred, directly or indirectly, by the Businesses inconsequence of any breach by you of this warranty.
10.5. You warrant,represent and undertake to us that you have not, and shall not in the future,advertise, market, promote or otherwise make available any promotional materialrelating to the Website(s) in any of the Excluded Territories.
10.6 You warrant,represent and undertake that all marketing and promotional material containingany Business Content (including the Links) will comply in full with allapplicable laws, regulations and codes of conduct or guidelines in thejurisdiction in which you are operating (including all marketing andadvertising laws and, where applicable, any guidance issued by the GamblingCommission (or equivalent) and the Committee of Advertising Practice (orequivalent) from time to time). If you fail to comply with this clause 10.5this will constitute a material breach of this Agreement and in suchcircumstances we reserve the right to terminate this Agreement immediately.
We make norepresentation that the operation of the Website(s) will be uninterrupted orerror-free and we will not be liable for the consequences of any interruptionsor errors.
You shall indemnify ondemand and hold harmless the Indemnified Party from and against any and alllosses, penalties, demands, claims, damages, costs, expenses (including,without limitation, consequential losses and loss of profit, reasonable legalcosts and expenses and VAT thereon if applicable) and liabilities suffered orincurred, directly or indirectly, by the Indemnified Party in consequence ofany breach, non performance or non observance by you of any of the obligationsor warranties on your part contained in this Agreement.
13. Exclusion of Liability
13.1. Nothing in thisclause 13 shall limit any Business’ liability for death or personal injuryresulting from its negligence or for fraud.
13.2. No Businessshall be liable, in contract, tort (including, without limitation, negligence)or for breach of statutory duty or in any other way for:
13.2.1. loss ofrevenues, profits, contracts, business or anticipated savings; or
13.2.2. any loss ofgoodwill or reputation; or
13.2.3. any indirector consequential losses;
in any case, whetheror not such losses were within the contemplation of the parties at the date ofthis Agreement, or any other matter under this Agreement.
13.3. The liability ofthe Businesses shall not, in any event, exceed the sum of the total monies paidby us to you over the twelve (12) month period preceding the date on which suchliability accrued.
14. Term and Events of Default
14.1. This Agreementshall start on the date that we notify you that your application has beensuccessful in accordance with clause 4.1, and shall continue thereafter unlessand until terminated.
14.2. Notwithstanding clause 14.1, eitherparty (“Non-Defaulting Party“) may bring the Term to an end with immediate effect by writtennotice to the other party (“Defaulting Party“) if:
14.2.1. the DefaultingParty commits a breach of its material obligations under this Agreement and inthe case of a remediable breach, fails to remedy it within thirty (30) days ofthe date of receipt of notice from the other;
14.2.2. the DefaultingParty becomes insolvent or unable to pay its debts (as defined in Section 123of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver,administrator or manager appointed over the whole or any part of its businessor assets or if any petition shall be presented, order shall be made orresolution passed for its winding up (except for the purposes of a bona fideamalgamation or reconstruction), bankruptcy or dissolution or if it shallotherwise propose or enter into any composition or arrangement with itscreditors or any class of them, or it ceases to carry on business or if itclaims the benefit of any statutory moratorium.
14.3. Either party mayterminate this Agreement on delivery of four (4) weeks’ prior written notice tothe other party.
14.4. Each party shallforthwith give notice in writing to the other party of any event within clause14.2.2 which occurs during the Term and which would entitle the other party tobring the Term to an end.
14.5. Withoutprejudice to clause 14.3, we reserve the right to terminate this Agreement atany time and for any reason immediately by delivery of written notice to you.
14.6. If the Affiliatehas failed to fulfil its obligations and responsibilities under this Agreement,Ladbrokes shall not be obliged to pay the Affiliate the Revenue Share otherwiseowing to the Affiliate on termination or thereafter, where applicable.
14.7. Immediatelyfollowing the termination of this Agreement for any reason, the Affiliate mustremove all of the Links from the Partner Site, as well as any other branding,names, symbols, logos, designs or any other material, graphics and contentowned, developed, licensed or created by Ladbrokes and/or provided to theAffiliate by Ladbrokes in connection with this Agreement. The Affiliate mustalso disable any Links from the Partner Site to any Website, and stop anyactivity relating to Links. All rights and licences granted to the Affiliate inthis Agreement shall immediately terminate
14.8. The partiesshall have no further obligations or rights under this Agreement after the endof the Term, without prejudice to any obligations or rights which have accruedto either party at the time when the Agreement ends, save that clauses 2, 3,6.7, 6.9, 6.10, 6.12, 6.14, 12, 13, 14.6, 15 and 16, together with those otherclauses the survival of which is necessary for the interpretation orenforcement of this Agreement, shall continue to have effect after the end ofthe Term.
15.1. Each partyundertakes that it shall not at any time disclose to any person anyconfidential information concerning the business, affairs, customers, clientsor suppliers of the other party or of any member of the group of companies towhich the other party belongs, except as permitted by clause 15.2.
15.2. Each party maydisclose the other party’s confidential information:
15.2.1.to itsemployees, officers, representatives or advisers who need to know suchinformation for the purposes of carrying out the party’s obligations under thisAgreement. Each party shall ensure that its employees, officers,representatives or advisers to whom it discloses the other party’s confidentialinformation comply with this clause 15; and as may be required by law, a courtof competent jurisdiction or any governmental or regulatory authority.
15.3. No party shalluse any other party’s confidential information for any purpose other than toperform its obligations under this Agreement.
16.1. This Agreementconstitutes the entire agreement and understanding of the parties andsupersedes any previous agreement between the parties relating to the subjectmatter of this Agreement. Each of the parties acknowledges and agrees that inentering into this Agreement, and the documents referred to in it, it does not relyon, and shall have no remedy in respect of, any statement, representation,warranty, understanding, promise or assurance (whether negligently orinnocently made) of any person (whether party to this Agreement or not) otherthan as expressly set out in this Agreement. Nothing in this clause shalloperate to limit or exclude any liability for fraud.
16.2. If either partyfails to pay by the due date any amount payable by it under this Agreement, theother party shall be entitled but not obliged to charge simple interest on theoverdue amount, from the due date up to the date of actual payment, at the rateof 1% per cent per annum above the base rate for the time being of BarclaysBank Plc.
16.3. In no event willany delay, failure or omission (in whole or in part) in enforcing, exercisingor pursuing any right, power, privilege, claim or remedy conferred by orarising under this Agreement or by law, be deemed to be or construed as awaiver of that or any other right, power, privilege, claim or remedy in respectof the circumstances in question, or operate so as to bar the enforcement ofthat, or any other right, power, privilege, claim or remedy, in any otherinstance at any time or times subsequently.
16.4. You shall notwithout our prior written consent assign at law or in equity (including,without limitation, by way of a charge or declaration of trust), sub-license ordeal with this Agreement or any rights under this Agreement, or sub-contractany or all of your obligations under it or purport to do any of the same. Anypurported assignment in breach of this clause shall confer no rights on thepurported assignee.
16.5. If any provisionof this Agreement shall be found by any court or administrative body of acompetent jurisdiction to be invalid or unenforceable, such invalidity orunenforceability shall not affect the other provisions of this Agreement, whichshall remain in full force and effect.
16.6. Any notice givenor made under this Agreement to us shall be by email to the relevant affiliatemanager. Please click here to contact us. We shall send you any notices givenor made under this Agreement to the email address supplied on your applicationform or such other email address as notified by you to us. Any notice shall bedeemed to have been received within two hours of delivery provided that ifdeemed receipt occurs before 9.00a.m. on a Business Day the notice shall bedeemed to have been received at 9.00a.m. on that day, and if deemed receiptoccurs after 5.00p.m. on a Business Day, or on any day which is not a BusinessDay, the notice shall be deemed to have been received at 9.00a.m. on the nextBusiness Day.
16.7. Each partyundertakes that it will not at any time, both during and after the Term, use,divulge or communicate to any person, except to its professionalrepresentatives or advisers or as may be required by law or any legal orregulatory authority, any confidential information concerning the business oraffairs of the other party or of any member of the group of companies to whichthe other party belongs which may have or may in future come to its knowledgeand not use any part of such confidential information, directly or indirectly,for any purpose other than the purpose of this Agreement. Each of the partiesshall use its reasonable endeavours to prevent the publication or disclosure ofany confidential information concerning such matters.
16.8. Nothing in thisAgreement is intended to or shall operate to create a partnership between theparties, or to authorise either party to act as agent for the other, andneither party shall have authority to act in the name or on behalf of orotherwise to bind the other in any way (including, but not limited to themaking of any representation or warranty, the assumption of any obligation orliability and the exercise of any right or power).
16.9. Neither partyshall make any announcement relating to this Agreement or its subject matterwithout the prior written approval of the other party except as required by lawor by any legal or regulatory authority.
16.10. Except insofaras this Agreement expressly provides that a third party may in his own rightenforce a term of this Agreement, a person who is not a party to this Agreementhas no right under the Contracts (Rights of Third Parties) Act 1999 to relyupon or enforce any term of this Agreement, but this does not affect any rightor remedy of a third party which exists or is available apart from that Act.
16.11. The validity,construction and performance of this Agreement (and any claim, dispute or matterarising under or in connection with it or its enforceability) shall be governedby and construed in accordance with the law of England and Wales. Each partyirrevocably submits to the exclusive jurisdiction of the English courts overany claim, dispute or matter arising under or in connection with this Agreementor its enforceability.
16.12. In case of anydiscrepancy between the meanings of any translated versions of this Agreement,the meaning of the English language version shall prevail.
17. Changes to this Agreement
This Agreement waslast amended on 15th of April 2018.