The Health Lottery Affiliates Terms and Conditions (“Affiliate Terms”)

 

Affiliate Terms

 

These are the terms and conditions for The Health Lottery Affiliate Programme for The Health Lottery Website (“The Programme”)

 

Please read these Affiliate Terms carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to the Programme. You will be asked to agree to these Affiliate Terms before becoming an Affiliate.

 

By agreeing to these Affiliate Terms you are contracting directly with The Health Lottery Limited, a company registered in England with registration number 7111216 and whose registered address is The Northern & Shell Building, Number 10 Lower Thames Street, London, EC3R 6EN (the “Company”).

 

EcomAccess is the Company’s platform provider (“Income Access”).

 

If you have any questions or comments about the Programme, please contact us by writing to our Affiliate Team at affiliates@healthlottery.co.uk.

 

1.       Definitions and interpretation

1.1 In the Agreement:

 

Acceptance Email” means an email sent by the Company to an Affiliate in accordance with Clause 2.3 confirming that the applicant has been accepted into the Programme;

 

Account Manager” means the account manager assigned to each Affiliate;

Affiliate” means the person (natural or legal) specified as the applicant for the Programme on the Registration Form and accepted onto the Programme in accordance with its terms;


Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form;

Agreement” means the agreement between the Company and the Affiliate comprising of these Affiliate Terms, the Registration Form and the Acceptance Email, and any amendments to it by the Company from time to time;

 

“Business Day” means Monday to Friday (excluding bank holidays);

 

Commission Structure” means the particular payment commission structure agreed between the parties in accordance with this Agreement and confirmed by the Company in the Acceptance Email (or as otherwise varied by the Company hereunder from time to time). The various commission structures are set out in Schedule 1 to this Agreement and may be varied or updated by the Company from time to time;

Data Protection Legislation” the Data Protection Act 1998 and the Privacy and Electronic Communications (EU Directive) Regulations 2003 (as amended) and/or any Statutory Instruments or Regulations issued or made in relation to either, or any amendments renewals or replacements thereof.

Effective Date” means the date that the Agreement comes into force, as specified in Clause 2;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including industrial disputes affecting any third Party, other than those of the workforce of the party seeking to rely on force majeure, disasters, explosions, fires, floods, riots, terrorist attacks and wars);


Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “Intellectual Property Rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

 

Licensed Materials” as defined in clause 3.1;


Link” means a hyperlink (whether embedded in text or an image or otherwise) or banner ad from the Affiliate Website to the THL Website in the form and in a position on the Affiliate Website as specified by the Company;


Parties” means the Affiliate and the Company. The Affiliate and the Company may be referred to individually as a “Party” or collectively as the “Parties”;


Payments” means commission payments due to the Affiliate from the Company under the Commission Structure;

 

Payment Trigger” means a deposit or a purchase on the THL Website made by a User who first visited the THL Website by means of a Link and who made such deposit within 30 days of the date of that first visit to the THL Website;

 

Prohibited Materials” means content, works or other materials that the Company determines (acting reasonably) is: 

 

(a)      indecent, obscene, graphically violent, pornographic or lewd material;

(b)      material that incites any hate crime or amounts to hate speech;
(c)    material that breaches any applicable laws, regulations or legally binding codes;
(d)    material that infringes any third party Intellectual Property Rights or other rights;
(e)    material that is offensive,, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory,  or abusive;  
(f)     computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or
(g)    spam or bulk unsolicited email.

 

Registration Form” means the HTML form on the THL Website enabling users to apply to become Affiliates;

 

Restricted Territories” means any territory outside of Great Britain.

 

Sub-Affiliate” means a third party with whom the Affiliate has entered into an Agreement for said third party to send traffic to the Affiliate and, in turn, the Affiliate is going to send this traffic to the THL Site provided always that this has been authorized by the Company;

 

Term” means the term of the Agreement which shall remain in full force and effect until terminated in accordance with Clause 11;

 

Territory” means the UK;

 

“THL Website” means The Health Lottery website accessible via the URL www.healthlottery.co.uk; and

 

“User” means a user who accesses the THL Website through a Link.

 

 

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

 

 

2.       The Agreement

2.1 In order to apply to become an Affiliate, the applicant must accurately complete and submit the Registration Form and accept these Affiliate Terms during the registration process.

2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3 The Agreement will come into force if and when the Company sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.

2.4 The Agreement will continue in force, unless and until terminated in accordance with Clause 11.

 

3. Grant of Licence and the Programme

 

3.1 The Company grants to the Affiliate a non-exclusive, non-transferable, revocable licence in the Territory during the Term to (i) place the Links on the Affiliate Website; and (ii) solely in connection with these Links use the THL Marks and any other Intellectual Property Rights of the Company specifically provided to the Affilliate by the Company hereunder (including, but not limited to, the graphical and/or textual material authorized for use by the Company hereunder) (“the Licensed Materials”).

3.2 The Affiliate shall, within 30 days following the Effective Date, include one or more Links (as authorized under the Agreement) on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term in the position as agreed with the Company and, in the absence of agreement, in a prominent position (being of equal or greater prominence as other marketing links on the Affiliate Website).

3.3 The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Licensed Materials, and to the extent that such requests are reasonable the Affiliate will make such amendments within 14 days of the request provided always that if the Company requests that a Link is removed due to the Affiliates breach of the Agreement, such Link shall be removed immediately.

 

 

4.  Affiliate obligations and warranties

 

4.1 The Affiliate will provide the Company with:
(a) such co-operation as is required by the Company (acting reasonably) in connection with the Programme; and
(b) all information and documents required by the Company (acting reasonably) in connection with the Programme.

 

4.2 The Affiliate must:
(a) keep the Affiliate Website up-to-date and in good working order;
(b) ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;
(c) ensure all marketing of or marketing in relation to the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally.

 

4.3 The Affiliate must not and warrants and undertakes to the Company that it shall not:

(a) in any way alter, amend or edit the Link or the Licensed Material without the prior written consent of the Company and even then, the final form of the same must be approved by the Company. The THL Website offers regulated products and it is vital that the Company has complete control over the use of the Links, the Licensed Material and all of its Intellectual Property Rights generally;

(b) include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;

(c) include any content containing the Intellectual Property Rights of the Company on the Affiliate Website (other than the Links and Licensed Materials) without first obtaining the prior written approval from the Company’s Account Manager.
(c) market the Affiliate Website or Company using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods;
(d) increase or seek to increase the number of Payment Trigger events or the amount of Payments using any fraudulent or deceptive method;

(e) Bid on the THL Marks or any misspellings or variations of the THL Marks as keywords within paid search activity;

(f) make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company;
(g) include any hyperlink to the THL Website from the Affiliate Website that is not an authorized Link; 
(h) include any reference to the Company or the THL Website on the Affiliate Website which may be deemed as negative, disparaging or otherwise detrimental to the Company; or

(i) purport to make any representation, commitment, offer or agreement on behalf of the Company about the Company, the THL Website or any of the products or services available on the THL Website.

 

4.4 The Affiliate further warrants and undertakes to the Company that:

(a)    It has the legal right and authority to enter into the Agreement and perform its obligations under the same;

(b)   It will perform its obligations and enjoy its rights under the Agreement at all times in accordance with applicable laws, codes and regulation including, but not limited to, the Data Protection Legislation;

(c)    It shall not do or omit to do anything that would be detrimental to the Company’s position as the provider of regulated products and services; and

(d)   It shall not promote the THL Website in the Restricted Territories.

 

4.5 Affiliates may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by the Company in order to ensure proper tracking of the activity under the Agreement.

 

4.6          Affiliates must not “spam” and/or use unsolicited email.  If the Company reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, the Company, may, in its sole discretion, immediately terminate such Affiliate’s participation in the Programme.

 

4.7          Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Company’s Website and the Affiliate will always remain responsible for the quality and origin of that traffic.  If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the Company, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Programme.

 

4.8          If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to the THL Website, the Company may issue a written warning to Affiliate, notifying the Affiliate of the questionable traffic.  If, after two (2) written warnings, the Affiliate still directs traffic of a questionable quality and/or origin to the Company’s Website, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Programme and no Payments shall be due or owing to the Affiliate in relation to such questionable traffic/user(s).

 

4.9          Affiliates are not permitted to copy or reproduce content from the Company’s website or any other Affiliate’s website and may only use the Licensed Material pursuant to the licence granted in clause 3.1 above.  The Company reserves the right to suspend and/or terminate an Affiliate’s participation in the Programme if they are found to have copied another Affiliate’s website.

 

4.10        Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all Visitors.

 

4.11        The Affiliate must inform the Company in writing of, and fully identify any Sub-Affiliate the Affiliate plans to use in relation to the THL Affiliate Programme and the Affiliate acknowledges that it remains responsible for and liable to the Company for any acts or omissions of the Sub-Affiliate. The Company has the right to refuse permission for an Affiliate to use any particular Sub-Affiliate in its discretion and for any reason whatsoever.

 

4.12        The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in its role as an Affiliate, and that it has not been appointed by the Company and is not the agent of the Company for any purpose.

 

 

 

 5. Intellectual Property Rights

 

5.1 The Affiliate acknowledges and agrees that all Intellectual Property Rights, ownership, and interest in the Licensed Material and in all other material provided to the Affiliate by the Company pursuant to the Agreement shall remain vested in the Company and that the Affiliate has and will acquire no right, title or interest in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the same as expressly provided in this Agreement.

 

5.2 The Affiliate acknowledges that any goodwill created through the use of the Company Intellectual Property by the Affiliate will belong exclusively to the Company.

 

5.3 The Affiliate shall use its best endeavours to preserve the distinctiveness, reputation and validity of the Licensed Materials including the THL Marks and any other Intellectual Property Rights of the Company provided in relation to the Programme and in particular shall ensure that it (or any sub-affiliate) shall not:

 

(a)    use any of the aforementioned except precisely as agreed in the Acceptance Email;

(b)   use any of the THL Marks or any name or word which is the same or is confusingly or deceptively similar to the THL Marks as part of the corporate or business name of the Affiliate;

(c)    apply to register any of the  THL Marks as a trade mark, or register or apply to register any domain name which is the same as or similar to or which contains the THL Marks.

5.4 The Affiliate shall have the conduct of all proceedings relating to the Company Intellectual Property and shall not be obliged to bring or defend any such proceedings. 

 

 6. Payments

 

6.1 In respect of each Payment Trigger which can be verified by the Company (acting reasonably) the Company will make a Payment to the Affiliate.

 

6.2 The Company will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than the minimum payable amount for the payment method of the Affiliate’s choice, which will be published on the site and could change from time to timein which case the Payments may be held over to the next payment date.

 

6.3 All Payments stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT.

 

6.4 If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.

 

6.5 Payments to the Affiliate will be made in UK Pounds Sterling by bank transfer, Neteller, Skrill, by cheque or by any other payment solutions available through the Income Access system, which may change from time to time (using such payment details as are provided by the Affiliate on the Registration Form).

 

6.6 No Payments will be due to the Affiliate in respect of:
(a) any deposits on the THL Website made by or on behalf of:
(i) the Affiliate;
(ii) any parent undertaking or subsidiary of the Affiliate;
(iii) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
(iv) by any natural person related to any of the above;
(b) any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;
(c) any purchases on the THL Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to require repayment of Payments made as a result of such purchases);

(d) any amount received by the Company as a result of incentivized traffic unless such type of traffic was specifically approved for use, in writing, by the Company.

 

6.7 Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.

 

6.9 The Company reserves the right to investigate any traffic which they believe may have been directed to the THL Website by an Affiliate using fraudulent means. In the event of such an investigation the Company reserves the right to delay payment for up to 180 days from the date of the Payment Trigger, whilst investigations take place.

 

7. Indemnity

 

The Affiliate will indemnify and keep indemnified the Company, and the Company's officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Affiliate,[ or by any sub-contractor or sub-affiliate], of any term of the Agreement. The Affiliate shall also indemnify and hold harmless the Company for any damage, loss or other cost arising out of the use or misuse by the Affiliate, or by any sub-contractor or sub-affiliate of the Licensed  Materials.

 

8. Liability

 

8.1 All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

 

8.2 Nothing in the Agreement will exclude or limit the liability of either Party for:
(a) death or personal injury caused by that Party's negligence;
(b) fraud or fraudulent misrepresentation on the part of that Party; or
(c) any other liability which may not be excluded or limited under applicable law.

 

8.3 Subject to Clause 9.2, the Company's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
(a) the Company will not be liable for any:
(i) loss of profits, income or anticipated savings,
(ii) loss or corruption of any data, database or software,
(iii) reputational damage or damage to goodwill;
(iv) loss of any commercial opportunity, or 
(v) indirect, special or consequential loss or damage;


(b) the Company will not be liable for any losses arising out of a Force Majeure Event;


(c) the Company's liability in any calendar year will in no circumstances exceed the total amount paid (or, if greater, payable) by the Company to the Affiliate under the Agreement during that calendar year.

 

9. Force Majeure Events

 

9.1 Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.

 

9.2 A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

 

9.3 The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.

 

10. Termination

 

10.1 Either Party may terminate the Agreement forthwith at any time by giving written notice to the other Party.

 

10.2 The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:
(a) commits any breach of any term of the Agreement;

(b) attempts to claim payment for a deposit received by the Company as a result of incentivised traffic unless such type of traffic was specifically approved for use, in writing, by the Company;
(c) becomes insolvent or enters into any insolvency process or procedure; or
(d) (where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

 

10.3        If an Affiliate does not generate any registrations for the Company for greater than a twelve (12) month period, the Company may terminate this Agreement with or without notice to Affiliate;

 

 

 

11. Effects of termination

 

11.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the provisions of the Agreement which would reasonably be expected to survive termination, will survive and continue to have effect (in accordance with their terms or otherwise indefinitely.

 

11.2 If the Agreement is terminated by the Company under Clause 11.2, the Company will not have any obligation to make any further Payments to the Affiliate.

 

11.3 Subject to Clause 11.2:
(a) the Company will pay to the Affiliate all Payments legitimately activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and
(b) termination of the Agreement will not affect either Party’s accrued rights as at the date of termination.

 

 

12. Data Protection

 

12.1 Data belonging to a User (“User Data”) is the sole property of the Company. The Company shall own all rights, title and interest in and to the User Data. The Affiliate shall not be entitled to receive or have access to the User Data.

 

12.2 All User Data will be handled in accordance with the Data Protection Legislation.

 

13. Confidentiality

 

Any information that the Affiliate is exposed to by virtue of its relationship with Company under this Agreement which is not available to the general public shall be considered to be confidential company information (“Confidential Company Information”). The Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless the Affiliate obtains prior written consent for such disclosure from the Company.

 

14. General

 

14.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant address, or email address specified on the Registration Form (in the case of the Affiliate) or the THL Website (in the case of the Company) (or as notified by one Party to the other in accordance with this Clause).

 

14.2 A notice will be deemed to have been received at the relevant time set out below:
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice sent by first class post, 48 hours after posting; and
(c) where the notice sent by email, at the time of the transmission (providing the sending Party retains written evidence of the transmission) provided that it is sent before 5pm in a Business Day.  Otherwise, it shall be deemed delivered after 9am on the next Business Day.

 

14.3 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

 

14.4 If a clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant clause will be deemed to be deleted).

 

14.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.

 

14.6 The Agreement may be varied by the Company posting a new version of the Agreement on the Income Access portal for the THL Affiliate Programme and by the Account Manager notifying the Affiliate in writing that the Agreement has been varied. The Affiliate's continued participation in the THL Affiliate Programme after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement.

 

14.7 The Company may freely assign its rights and obligations under the Agreement without the Affiliate’s consent.

 

14.8 The Agreement is made for the benefit of the Parties, and is not intended to benefit any third Party or be enforceable by any third Party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third Party.

 

14.9 The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Each Party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other Party.

 

14.10 The Agreement will be governed by and construed in accordance with the laws of England and Wales.

 

 

 

 

Schedule 1

Commission Structures

Default commission structure is equal to 20% revenue share of Net Gaming Revenue. 

 

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The Health Bingo Affiliates Terms and Conditions (“Affiliate Terms”)

 

Affiliate Terms

 

These are the terms and conditions for the Affiliate Programme for The Health Bingo Website (“the Programme”)

 

Please read these Affiliate Terms carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to the Programme. You will be asked to agree to these Affiliate Terms before becoming an Affiliate.

 

By agreeing to these Affiliate Terms you are contracting directly with The Health Lottery Limited, a company registered in England with registration number 7111216 and whose registered address is The Northern & Shell Building, Number 10 Lower Thames Street, London, EC3R 6EN (the “Company”). Intellectual Property and Software Limited is the Company’s supplier of the Health Bingo platform (“Company’s Supplier”).

 

EcomAccess is the Company’s platform provider (“Income Access”).

 

If you have any questions or comments about the Programme, please contact us by writing to our Affiliate Team at affiliates@healthlottery.co.uk.

 

1.       Definitions and interpretation

1.1 In the Agreement:

 

Acceptance Email” means an email sent to an Affiliate in accordance with Clause 2.3 confirming that the applicant has been accepted into the Programme;

 

Account Manager” means the account manager assigned to each Affiliate;

Affiliate” means the person (natural or legal) specified as the applicant for the Programme on the Registration Form and accepted onto the Programme in accordance with its terms;


Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form;

Agreement” means the agreement between the Company and the Affiliate comprising of these Affiliate Terms, the Registration Form and the Acceptance Email, and any amendments to it by the Company from time to time;

 

“Business Day” means Monday to Friday (excluding bank holidays in the UK);

 

Commission Structure” means the particular payment commission structure agreed between the parties in accordance with this Agreement and confirmed by the Company in the Acceptance Email (or as otherwise varied by the Company hereunder from time to time). The various commission structures are set out in Schedule 1 to this Agreement and may be varied or updated by the Company from time to time;

Data Protection Legislation” the Data Protection Act 1998 and the Privacy and Electronic Communications (EU Directive) Regulations 2003 (as amended) and/or any Statutory Instruments or Regulations issued or made in relation to either, or any amendments renewals or replacements thereof.

Effective Date” means the date that the Agreement comes into force, as specified in Clause 2;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including industrial disputes affecting any third Party, other than those of the workforce of the party seeking to rely on force majeure, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

 

Health Bingo Marks” means the Health Bingo trade marks and logos belonging to the Company;

 

“Health Bingo Website” means the Health Bingo website accessible via the URL www.healthbingo.co.uk and operated by the Company’s Supplier using the Health Bingo trade marks under licence;  


Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “Intellectual Property Rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

 

Licensed Materials” as defined in clause 3.1;


Link” means a hyperlink (whether embedded in text or an image or otherwise) or banner ad from the Affiliate Website to the Health Bingo Website in the form and in a position on the Affiliate Website as specified by the Company;


Parties” means the Affiliate and the Company. The Affiliate and the Company may be referred to individually as a “Party” or collectively as the “Parties”;


Payments” means commission payments due to the Affiliate from the Company under the Commission Structure;

 

Payment Trigger” means a deposit on the Health Bingo made by a User who first visited the Health Bingo Website by means of a Link and who made such deposit within 30 days of the date of that first visit to the Health Bingo Website;

 

Prohibited Materials” means content, works or other materials that the Company determines (acting reasonably) is: 

 

(a)      indecent, obscene, graphically violent, pornographic or lewd material;

(b)      material that incites any hate crime or amounts to hate speech;
(c)    material that breaches any applicable laws, regulations or legally binding codes;
(d)    material that infringes any third party Intellectual Property Rights or other rights;
(e)    material that is offensive,, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory,  or abusive;  
(f)     computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or
(g)    spam or bulk unsolicited email.

 

Registration Form” means the HTML form on the Programme website enabling users to apply to become Affiliates;

 

Restricted Territories” means any territory outside of the UK.

 

Sub-Affiliate” means a third party with whom the Affiliate has entered into an Agreement for said third party to send traffic to the Affiliate and, in turn, the Affiliate is going to send this traffic to the Health Bingo Website provided always that this has been expressly authorized by the Company;

 

Term” means the term of the Agreement which shall remain in full force and effect until terminated in accordance with Clause 10;

 

Territory” means the UK; and

 

“User” means a user, aged 18 or over, who accesses the Health Bingo Website through a Link.

 

 

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.

 

1.3 The Clause headings do not affect the interpretation of the Agreement.

 

 

2.       The Agreement

2.1 In order to apply to become an Affiliate, the applicant must accurately complete and submit the Registration Form and accept these Affiliate Terms during the registration process.

2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3 The Agreement will come into force if and when the Company sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.

2.4 The Agreement will continue in force, unless and until terminated in accordance with Clause 10.

 

3. Grant of Licence and the Programme

 

3.1 The Company grants to the Affiliate a non-exclusive, non-transferable, revocable licence in the Territory during the Term to (i) place the Links on the Affiliate Website; and (ii) solely in connection with these Links use the Health Bingo Marks and any other Intellectual Property Rights of the Company or the Company’s Suppliers specifically provided to the Affiliate by the Company hereunder (including, but not limited to, the graphical and/or textual material authorized for use by the Company hereunder) (“the Licensed Materials”).

3.2 The Affiliate shall, within 30 days following the Effective Date, include one or more Links (as authorized under the Agreement) on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term in the position as agreed with the Company and, in the absence of agreement, in a prominent position (being of equal or greater prominence as other marketing links on the Affiliate Website).

3.3 The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Licensed Materials, and to the extent that such requests are reasonable the Affiliate will make such amendments within 14 days of the request provided always that if the Company requests that a Link is removed due to the Affiliates breach of the Agreement, such Link shall be removed immediately.

 

 

4.  Affiliate obligations and warranties

 

4.1 The Affiliate will provide the Company with:
(a) such co-operation as is required by the Company (acting reasonably) in connection with the Programme; and
(b) all information and documents required by the Company (acting reasonably) in connection with the Programme.

 

4.2 The Affiliate must:
(a) keep the Affiliate Website up-to-date and in good working order;
(b) ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;
(c) ensure all marketing of or marketing in relation to the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally.

 

4.3 The Affiliate must not and warrants and undertakes to the Company that it shall not:

(a) in any way alter, amend or edit the Link or the Licensed Material without the prior written consent of the Company and even then, the final form of the same must be approved by the Company. The Health Bingo Website offers regulated products and it is vital that the Company has complete control over the use of the Links, the Licensed Material and all of its Intellectual Property Rights generally on its behalf and on behalf of the Company’s Supplier;

(b) include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;

(c) include any content containing the Intellectual Property Rights of the Company or the Company’s Supplier on the Affiliate Website (other than the Links and Licensed Materials) without first obtaining the prior written approval from the Company’s Account Manager.
(c) market the Affiliate Website, Company or Health Bingo Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods;
(d) increase or seek to increase the number of Payment Trigger events or the amount of Payments using any fraudulent or deceptive method;

(e) bid on the Health Bingo Marks or any misspellings or variations of the Health Bingo Marks as keywords within paid search activity;

(f) make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company;
(g) include any hyperlink to the Health Bingo Website from the Affiliate Website that is not an authorized Link; 
(h) include any reference to the Company, the Company’s Supplier or the Health Bingo Website on the Affiliate Website which may be deemed as negative, disparaging or otherwise detrimental to the Company or the Company’s Supplier; or

(i) purport to make any representation, commitment, offer or agreement on behalf of the Company about the Company, the Health Bingo Website or any of the products or services available on the Health Bingo Website.

 

4.4 The Affiliate further warrants and undertakes to the Company that:

(a)    It has the legal right and authority to enter into the Agreement and perform its obligations under the same;

(b)   It will perform its obligations and enjoy its rights under the Agreement at all times in accordance with applicable laws, codes and regulation including, but not limited to, the Data Protection Legislation;

(c)    It shall not do or omit to do anything that would be detrimental to the Company’s or the Company’s Supplier’s position as the provider of regulated products and services; and

(d)   It shall not promote the Health Bingo Website in the Restricted Territories.

 

4.5 Affiliates may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by the Company in order to ensure proper tracking of the activity under the Agreement.

 

4.6          Affiliates must not “spam” and/or use unsolicited email.  If the Company reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, the Company, may, in its sole discretion, immediately terminate such Affiliate’s participation in the Programme.

 

4.7          Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Health Bingo Website and the Affiliate will always remain responsible for the quality and origin of that traffic.  If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the Health Bingo Website, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Programme.

 

4.8          If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to the health Bingo Website, the Company may issue a written warning to Affiliate, notifying the Affiliate of the questionable traffic.  If, after a written warning, the Affiliate still directs traffic of a questionable quality and/or origin to the Health Bingo Website, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Programme and no Payments shall be due or owing to the Affiliate in relation to such questionable traffic/user(s).

 

4.9          Affiliates are not permitted to copy or reproduce content from the Health Bingo Website or any other Affiliate’s website and may only use the Licensed Material pursuant to the licence granted in clause 3.1 above.  The Company reserves the right to suspend and/or terminate an Affiliate’s participation in the Programme if they are found to have copied another Affiliate’s website.

 

4.10        Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all visitors to its website.

 

4.11        The Affiliate must inform the Company in writing of, and fully identify any Sub-Affiliate the Affiliate plans to use in relation to the Programme and the Affiliate acknowledges that it remains responsible for and liable to the Company for any acts or omissions of the Sub-Affiliate. The Company has the right to refuse permission for an Affiliate to use any particular Sub-Affiliate in its discretion and for any reason whatsoever.

 

4.12        The Affiliate acknowledges and agrees that it has no authority to legally bind the Company or the Company’s Supplier in its role as an Affiliate, and that it has not been appointed by the Company and is not the agent of the Company or the Company’s Supplier for any purpose.

 

 

 

 5. Intellectual Property Rights

 

5.1 The Affiliate acknowledges and agrees that all Intellectual Property Rights, ownership, and interest in the Licensed Material and in all other material provided to the Affiliate by the Company pursuant to the Agreement shall remain vested in the Company or the Company’s Supplier and that the Affiliate has and will acquire no right, title or interest in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the same as expressly provided in this Agreement.

 

5.2 The Affiliate acknowledges that any goodwill created through the use of the Licensed Materials by the Affiliate will belong to the Company and/or the Company’s Supplier.

 

5.3 The Affiliate shall use its best endeavours to preserve the distinctiveness, reputation and validity of the Licensed Materials including the Health Bingo Marks and any other Intellectual Property Rights of the Company provided in relation to the Programme and in particular shall ensure that it (or any sub-affiliate) shall not:

 

(a)    use any of the aforementioned except precisely as agreed in the Acceptance Email;

(b)   use any of the Health Bingo Marks or any name or word which is the same or is confusingly or deceptively similar to the Health Bingo Marks as part of the corporate or business name of the Affiliate;

(c)    apply to register any of the Health Bingo Marks as a trade mark, or register or apply to register any domain name which is the same as or similar to or which contains the Health Bingo Marks.

 

 6. Payments

 

6.1 In respect of each Payment Trigger which can be verified by the Company (acting reasonably) the Company will make a Payment to the Affiliate.

 

6.2 The Company will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than the minimum payable amount for the payment method of the Affiliate’s choice, which will be published on Programme website and could change from time to timein which case the Payments may be held over to the next payment date.

 

6.3 Any Payments made on a revenue share Commission Structure (pursuant to Schedule 1) shall be calculated on the basis of the amount of monthly net gaming revenue attributable a User (taking into account wins and losses of the User) and such Payments are payable monthly. For the avoidance of doubt, Affiliates have no liability for negative revenues resulting from Users’ play on the Health Bingo Website.

 

6.4 Regardless of the Commission Structure, no payments shall be made in respect of a User after the expiry of 24 months from the date such User first registered an account with the Health Bingo Website.

 

6.5 All Payments stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT.

 

6.6 If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.

 

6.7 Payments to the Affiliate will be made in UK Pounds Sterling by bank transfer, Neteller, Skrill, by cheque or by any other payment solutions available through the Income Access system, which may change from time to time (using such payment details as are provided by the Affiliate on the Registration Form).

 

6.8 No Payments will be due to the Affiliate in respect of:
(a) any deposits on the Health Bingo Website made by or on behalf of:
(i) the Affiliate;
(ii) any parent undertaking or subsidiary of the Affiliate;
(iii) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
(iv) by any natural person related to any of the above;
(b) any amount received by the Company or the Company’s Supplier by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;
(c) any purchases on the Health Bingo Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to require repayment of Payments made as a result of such purchases);

(d) any amount received by the Company as a result of incentivized traffic unless such type of traffic was specifically approved for use, in writing, by the Company.

 

6.9 Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.

 

6.10 The Company reserves the right to investigate any traffic which they believe may have been directed to the Health Bingo Website by an Affiliate using fraudulent means. In the event of such an investigation the Company reserves the right to delay payment for up to 180 days from the date of the Payment Trigger, whilst investigations take place.

 

7. Indemnity

 

The Affiliate will indemnify and keep indemnified the Company, and the Company's officers, employees, representatives, agents and subcontractors including the Company’s Supplier, against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Affiliate, or by any sub-contractor or sub-affiliate, of any term of the Agreement. The Affiliate shall also indemnify and hold harmless the Company for any damage, loss or other cost arising out of the use or misuse by the Affiliate, or by any sub-contractor or sub-affiliate of the Licensed  Materials.

 

8. Liability

 

8.1 All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

 

8.2 Nothing in the Agreement will exclude or limit the liability of either Party for:
(a) death or personal injury caused by that Party's negligence;
(b) fraud or fraudulent misrepresentation on the part of that Party; or
(c) any other liability which may not be excluded or limited under applicable law.

 

8.3 Subject to Clause 8.2, the Company's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
(a) the Company will not be liable for any:
(i) loss of profits, income or anticipated savings,
(ii) loss or corruption of any data, database or software,
(iii) reputational damage or damage to goodwill;
(iv) loss of any commercial opportunity, or 
(v) indirect, special or consequential loss or damage;


(b) the Company will not be liable for any losses arising out of a Force Majeure Event;


(c) the Company's liability in any calendar year will in no circumstances exceed the total amount paid (or, if greater, payable) by the Company to the Affiliate under the Agreement during that calendar year.

 

9. Force Majeure Events

 

9.1 Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.

 

9.2 A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

 

9.3 The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.

 

10. Termination

 

10.1 Either Party may terminate the Agreement forthwith at any time by giving 7 days’ written notice to the other Party.

 

10.2 The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:
(a) commits any breach of any term of the Agreement;

(b) attempts to claim payment for a deposit received by the Company as a result of incentivised traffic unless such type of traffic was specifically approved for use, in writing, by the Company;
(c) becomes insolvent or enters into any insolvency process or procedure; or
(d) (where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

 

10.3        If an Affiliate does not generate any registrations for the Company for greater than a twelve (12) month period, the Company may terminate this Agreement with or without notice to Affiliate;

 

 

 

11. Effects of termination

 

11.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the provisions of the Agreement which would reasonably be expected to survive termination, will survive and continue to have effect (in accordance with their terms or otherwise indefinitely.

 

11.2 If the Agreement is terminated by the Company under Clause 10.2, the Company will not have any obligation to make any further Payments to the Affiliate.

 

11.3 Subject to Clause 11.2:
(a) the Company will pay to the Affiliate all Payments legitimately activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and
(b) termination of the Agreement will not affect either Party’s accrued rights as at the date of termination.

 

 

12. Data Protection

 

12.1 Data belonging to a User (“User Data”) is the sole property of the Company. The Company shall own all rights, title and interest in and to the User Data. The Affiliate shall not be entitled to receive or have access to the User Data.

 

12.2 All User Data will be handled in accordance with the Data Protection Legislation.

 

13. Confidentiality

 

Any information that the Affiliate is exposed to by virtue of its relationship with Company under this Agreement which is not available to the general public shall be considered to be confidential company information (“Confidential Company Information”). The Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless the Affiliate obtains prior written consent for such disclosure from the Company.

 

14. General

 

14.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant address, or email address specified on the Registration Form (in the case of the Affiliate) or the Health Bingo Website (in the case of the Company) (or as notified by one Party to the other in accordance with this Clause).

 

14.2 A notice will be deemed to have been received at the relevant time set out below:
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice sent by first class post, 48 hours after posting; and
(c) where the notice sent by email, at the time of the transmission (providing the sending Party retains written evidence of the transmission) provided that it is sent before 5pm in a Business Day.  Otherwise, it shall be deemed delivered after 9am on the next Business Day.

 

14.3 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

 

14.4 If a clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant clause will be deemed to be deleted).

 

14.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.

 

14.6 The Agreement may be varied by the Company posting a new version of the Agreement on the Income Access portal for the Programme and by the Account Manager notifying the Affiliate in writing that the Agreement has been varied. The Affiliate's continued participation in the Programme after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement.

 

14.7 The Company may freely assign its rights and obligations under the Agreement without the Affiliate’s consent.

 

 

14.8 The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Each Party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other Party.

 

14.9 The Agreement will be governed by and construed in accordance with the laws of England and Wales.

 

 

 

 

Schedule 1

Commission Structures

Revenue share of 25% on net revenues of £0 to £5,000, 30% on net revenues of £5,001 to £20,000, and 35% on net revenues of £20,001 and over.