BetrallyAffiliates Terms and Conditions ("Affiliate Terms")
Welcome to the BetrallyAffiliate Programme (the"Programme"), an affiliate programme operated by Comfortlink N.V,located at E-Commerce Park Vredenberg, Curacao 98273 ("Betrally," alsoreferred to in these Terms as "we" or "us").
These Terms are a bindingcontract between you and Betrallywhich govern your participation in the Programme. By participating inthe Programme, you agree to be bound by the most current version ofthese Affiliate Terms, which we may amend from time to time. The mostcurrent version of these Terms will be posted on the Programme web sitehere: http://affiliates.betrally.com/terms.html
It is your responsibility toensure that you are familiarwith the most current version of these Affiliate Terms, and yourcontinued participation in the Programme after we post an updatedversion of these Terms shall constitute your express agreement to bebound by the updated Affiliate Terms. In the event you do not agreewith the updated Terms, your only recourse shall be to terminate yourparticipation in the Programme.
If you have any questions orconcerns about these AffiliateTerms or the Programme, please send an email to: firstname.lastname@example.org.Joining the Programme
2. Your Use of Betrally's Marketing Materials
3. New Customer Tracking and Reports
4. Your Obligations
5. Data Protection; No Spam; No Marketing to Self-Excluded Customers
6. Legal Compliance
7.Betrally's Intellectual Property Rights
8. Your Warranties
11.Periods of Inactivity
12. Cost Per Acquisition (CPA) Payments
13.General Commission Terms
17.Ownership of Customer Data
19.Restriction on Activities by Related Persons/Entities
22. Money Laundering; Anti-Bribery
24.Disclaimer of Warranty
25.Limitation of Liability
26. Termand Termination
28. Sale of Your Business
29.Relationship of Parties
In these Affiliate Terms, thefollowing words and expressionsshall have the following meanings:
Affiliate: A natural orjuristic person who has registeredand is accepted by us as a member of the Programme. Where the contextrequires, these Terms occasionally refer to the Affiliate as “you.”
Affiliate Site(s): A website(including any WAP, mobile ortablet version of the website), social media page and/or blog which isowned or operated by an Affiliate and used for the purposes ofgenerating online traffic and referrals to Betrally in accordance withthese Affiliate Terms.
Affiliate Tracking Link: aunique tracking URL that weprovide to each respective Affiliate for the term of this Agreement,through which we shall track New Customers and calculate Affiliates’commission.
Applicable Taxes: Anytaxation, levy or similar mandatorypayment (including gaming taxes and value added taxes) levied orcharged on revenue, turnover, deposit or similarly driven by NewCustomer activity or activity volume.
Approved MarketingActivities: Any lawful marketing activityconducted in compliance with these Affiliate Terms which has beenapproved in writing by an authorized Betrally representative.
Betrally Marks: Any trademarkowned by Betrally or itsaffiliated companies and licensors, including but not limited to:Betrally, Betrally Casino and Betrally Sports.
Betrally Site(s): AnyBetrally operated website, includingany website operated by Blue Star Planet Limited and Ocean StarLimited, in connection with which Betrally makes Marketing Materialsavailable to Affiliates through the Programme for the purpose of theAffiliate performing affiliate marketing services in accordance withthese Affiliate Terms.
Chargeback: Where a NewCustomer, a credit card issuing bank,or any other third party payment solution provider effects a reversalof charges in relation to a credit card or purchase transaction.
Confidential Information: Anyinformation of whatever nature,which has been, or may be, provided by Betrally in connection with theProgramme, whether oral, in writing, or in electronic form, including,without limitation, business or financial data, know-how, processes,reports, customer lists, price lists, Commission payment reports, andany other materials containing, reflecting, or generated from any suchinformation.
Commission: The commissionearned in connection with theaffiliate marketing activities performed in accordance with theseAffiliate Terms.
Deductible Costs: Any thirdparty costs incurred by Betrallyin connection with the operation of the Betrally Sites which areattributable to the activity of any New Customer(s), including but notlimited to any payment processing charges, license fees, softwareroyalties, and other applicable third party payments.
Fraudulent Activity: Adeceptive act or omission which is, inthe sole discretion of Betrally, performed in order to secure for theAffiliate or any third party, a real or potential, unfair or unlawfuladvantage; or any conduct that Betrally, in its sole discretion,determines to be, fraudulent, deceptive or dishonest, which shallinclude, but shall not be limited to: promotion abuse, systemmanipulation, fraudulent credit card transactions, Chargebacks, MatchBetting/Arbitrage Betting, unauthorised use of third-party accounts,false or automated account creation and any collusion or cheating, orfacilitation thereof, by an Affiliate or a New Customer.
Fraud Costs: Any costs,damages or loss arising as a director indirect result of Fraudulent Activity.
Gross Win (Sports &Casino): Total revenue generatedby Betrally as a result of all wagers placed by a referred NewCustomer, less pay-outs. For Sports, this is the total revenue fromsettled bets placed by referred New Customers, less pay-outs.
Inactive Affiliate: AnAffiliate who has not logged into theBetrally Affiliate Programme Portal for six (6) months or more.
Incentivized Traffic: Trafficor New Customer activitygenerated as a by-product of promising some form of compensation orincentive for taking an action on, or in relation to, any BetrallySite, including but not limited to registering a new account,depositing or wagering.
Intellectual Property:Trademarks, service marks, tradenames, logos, designations, copyrights, trade secrets, patents and anyother proprietary rights owned by or licensed to Betrally.
Marketing Material: Banners,URLs, text, graphics and/orother promotional materials made available for marketing purposesthrough the Programme Portal.
Match Betting/ArbitrageBetting: Any method of betting orwagering which is intended to give players a guaranteed win with norisk, including but not limited to the use of free bets.
Net Revenue: Gross Win, lessProgressive Contributions(progressive games only), less bonuses awarded, less Non-Cash items,less Fraudulent Activity, less Deductible Costs and Applicable Taxes.
New Customer: A naturalperson who is at least 18 years oldthat the Affiliate directs to a Betrally Site who: (a) can be linked tothe Affiliate’s Account using the Affiliate Tracking ID; (b) iseligible to open an account and successfully opens such on a BetrallySite in accordance with the Site’s applicable terms and conditions; (c)has not had a previous account on any Betrally Site; (d) has made afirst real-money deposit amounting to at least £10 (or currencyequivalent) with the Betrally Site; and (e) is not the Affiliate, itsemployees, relatives, friends and/or has shared IP addresses
Non-Cash Items: Value of freecredits handed out to NewCustomers, or any other direct costs incurred to maintain the loyaltyof a New Customer.
Programme Portal: The websiteused by Betrally to manage theProgramme, currently located at http://www.betrallypartners.com/.
Progressive Contributions:The percentage of revenuegenerated on any progressive game that is paid by Betrally into aprogressive pool.
Prohibited Site: Any website,forum, social media platform orother communications medium, regardless of type, upon which theadvertisement of gambling-related activity is unlawful or otherwiseprohibited.
Second-tier Affiliate: Anatural or juristic person who isrecruited by an Affiliate to serve as a sub-affiliate and who is linkedto your Affiliate account.
Spam: Unsolicited e-mail, SMSor other communication sentindiscriminately to one or more mailing lists, individuals, forum ornewsgroups.
Unsuitable Site: Any website,forum, social media platform orother communications medium, regardless of type, which is: aimed atchildren; intended to appeal to minors; promotes or glorifies violence;promotes discrimination based on race, sex, religion, nationality,disability, sexual orientation or age; promotes illegal activity;violates or enables the violation of intellectual property rights;violates the rights of privacy of others; is obscene or containsexplicit sexual content; contains or promotes any unlawful behaviour orcontent; contains or provides links to malicious or harmful software,keyloggers, trojans, viruses or malware; or which Betrally believes, inits sole discretion, may bring Betrally or its affiliated companies andbrands into disrepute, or which may prejudice the interests of Betrallyor its affiliated companies and brands.
1. Joining the Programme
1.1 If you are not alreadyregistered as aBetrally Affiliate and wish to participate in the Programme, you mustfirst submit a completed application on the Betrally AffiliateProgramme Portal located at:http://www.betrallypartners.com/registration.asp. By submitting anapplication, you hereby represent and warrant that:a) Theinformation provided in your Affiliateapplicationis correct and up-to-date and you will update it as required on anongoing basis in order to ensure that it remains correct;
b) You have notalready registered as anAffiliate (onlyone Affiliate account is permitted per person, unless Betrallyexpressly approves additional Affiliate accounts in writing);
c) you are atleast 18 years of age, legallycapable ofentering into a binding contract, and you are not aware of any legal,commercial, contractual or other restriction against your participationin the Programme in accordance with these Affiliate Terms; and
d) in the eventthat you are registering onbehalf of acompany, that you have the full right, power and authority to enterinto these Affiliate Terms on behalf of the company.
1.2 Within a reasonable timeafter we receiveyour completed application, but not later than 72 hours after receipt,we shall evaluate and confirm the status of your application. Alldecisions are final and are in Betrally's sole discretion.
1.3 You undertake, that ifthere should, at anytime during your participation in the Programme, occur any event whichmay cause any of the above warranties to become false, or which mayprevent you from wholly fulfilling your obligations in accordance withthese Terms, you shall promptly notify your Betrally affiliate accountrepresentative, and Betrally shall be entitled to terminate yourparticipation in the Programme immediately, without the requirement tomake any further payments to you.
2. Your Use of Betrally's Marketing Materials
2.1 In the event that you areaccepted as anAffiliate into the Programme, Betrally shall, during the course of yourparticipation in the Programme and subject to your compliance withthese Affiliate Terms, grant you a non-exclusive, non-transferable,revocable, limited right and license to distribute the MarketingMaterials on your Affiliate Website for the sole purpose of referringNew Customers to Betrally Sites in return for Commissions. You may notuse or distribute the Marketing Materials for any other purpose unlessyou have received our express written approval to conduct ApprovedMarketing Activities, which we may approve or reject in our solediscretion.
2.2 All Marketing Materialsshall be madeavailable to you through the Betrally Affiliate Programme Portal andmay be updated by us from time to time. You undertake and agree thatyou shall only use the current versions of the Marketing Material andshall promptly discontinue the use of any Marketing Material which isout of date or no longer available on the Programme Portal. It is yourresponsibility to check the Programme Portal for updated MarketingMaterial on a regular basis.
2.3 You undertake and agreethat you will notmodify any of the Marketing Material which is made available to you andthat you will not, without our specific written approval, market orpromote Betrally using any promotional materials not provided orapproved in writing by Betrally.
2.4 In the event Betrallydesignates anyMarketing Materials as subject to particular restrictions (for example,campaign start/end dates, demographic limitations, etc.), you undertakeand agree that you shall only use the Marketing Materials in accordancewith such designated restrictions.
2.5 Your marketing activitiesshall strictlycomply with the MarketingPolicy Document, which sets out additional standards,restrictions and guidelines applicable to marketing activities inconnection with the Programme.
3. New Customer Tracking and Reports
3.1 You are responsible forensuring that allreferred customers are properly tagged with your Affiliate TrackingLink. You will not receive credit for New Customers who are notproperly tagged or who we are unable to otherwise properly associatewith your Affiliate Tracking Link.
3.2 We shall track all NewCustomer activityrelevant to the calculation of your Affiliate Commissions. You agreethat our statistics and calculations in relation to the tracking of NewCustomer activity and the calculation of your Affiliate Commissionshall be final.
3.3 We will provide you withonline access toreports of New Customer Activity through the Programme Portal. Theform, content and frequency of our reporting may vary from time totime, at our sole discretion. Generally, “impressions” and “clicks” areupdated every few minutes, while “daily registrations”, “deposits” andall other New Customer KPIs are updated once a day at 00:00 GMT.
4. Your Obligations
4.1 As a condition of yourparticipation in theAffiliate Programme, you undertake, warrant and agree that all use ofthe Marketing Materials and all activities undertaken in connectionwith the Affiliate Programme shall be lawful and in strict accordancewith these Affiliate Terms and any Special Terms (as defined below) setout in the Programme Portal.
4.2 As a condition of yourparticipation in theAffiliate Programme, you further undertake, warrant and agree that youshall not conduct any activities in connection with any Unsuitable Siteor any Prohibited Site.
4.3 You agree to use yourbest efforts tomarket and promote the Betrally Sites in a manner consistent with goodbusiness ethics and in good faith towards Betrally.
4.4 You acknowledge that yourpromotion of theBetrally Sites has the potential to inflict substantial damage toBetrally, the Betrally Sites and Betrally's reputation and goodwill,and that you shall at all times act in a manner that will not harm thereputation and goodwill of Betrally.
4.5 You shall not: (a)undertake any actionwhich may have a detrimental impact on the ability of Betrally to bequalified for or to hold or maintain any licence, permit or approvalgranted, or to be granted, by any competent authority, or (b) undertakeany action which could reasonably be construed as bringing Betrallyinto Material Disrepute, where “Material Disrepute” means any conditionwhich could reasonably and objectively be seen to create a materialnegative perception of the integrity of Betrally, the Betrally Sites orthe Programme.
4.6 We prohibit any Affiliateactivity inconnection with any content or material which contains: (a) theintellectual property of others for which the Affiliate is not properlylicensed to use; (b) information that is unlawful, harmful,threatening, obscene, discriminatory, scandalous, fraudulent oroffensive; (c) any information that may subject Betrally to any causeof action, in law, equity or otherwise; or (d) any information whichBetrally, in its sole discretion, determines to be objectionable,harmful, in bad taste, or potentially damaging to the interests andgoodwill of Betrally or the Programme.
4.7 Your activities must notinvolve anymarketing or promotional activity which may have the potential todeceive, confuse or mislead users, or which may infringe on any thirdparty rights, including the rights of privacy, publicity, orIntellectual Property rights. You shall ensure that the MarketingMaterials are displayed only in connection with web sites and materialswhich are lawful, proper, professional and tasteful.
4.8 Your Affiliate Site(s)must not copy thelook and feel of the Betrally Sites or have the potential to cause theimpression that any sites or landing pages used by you are owned,operated or affiliated with Betrally or any of its associated brands.You are not entitled to present any Betrally Marks, logos, graphics orother Betrally materials on your Affiliate Site or marketing materialsother than the Marketing Materials provided to you by Betrally throughthe Programme.
4.9 Betrally reserves theright to demand theimmediate takedown or modification of any materials that youdistribute, or to demand the cessation of any or all marketing activityin connection with the Programme or Betrally, at any time and inBetrally's sole discretion. You agree that we are entitled to reviewyour affiliate marketing activities from time to time and that we mayapprove/reject marketing methods and Affiliate Sites used by you in oursole discretion. You undertake and agree to provide prompt assistanceand full cooperation in connection with any requests made by Betrallyin this regard.
4.10 If requested byBetrally, you undertakeand agree to provide Betrally with all such information anddocumentation as we may reasonably require to verify your compliancewith these Affiliate Terms, or which we may require for our regulatoryor legal purposes.
4.11 You agree that you shallneither offer norprovide incentives (financial or otherwise) to any potential NewCustomer without the prior written approval of Betrally, excluding thestandard promotional programs which Betrally may make available to youfrom time to time through the Programme.
4.12 You will not knowinglybenefit from knownor suspected activity not performed in good faith (or alternatively,performed in bad faith), whether or not such activity actually causesdamage to Betrally.
4.13 You may not be a party(whether directlyor indirectly) to any illegal activity or Fraudulent Activity inconnection with your participation in the Programme.
4.14 You undertake and agreeto maintaincomplete records, during and for a period of two years after thetermination or expiration of your participation in the Programme,regarding your activity in the Programme and any marketing orpromotional activity undertaken in furtherance thereof.
4.15 You acknowledge andagree that inperforming your obligations under these Affiliate Terms, you arestrictly prohibited from marketing and promoting the Betrally Sites toresidents of the Prohibited Territories and you shall exercise allpossible technical and operational measures to prevent marketing toresidents of the Prohibited Territories.
4.16 You acknowledge andagree that it is yourresponsibility to keep your Affiliate details (including all Commissionpayment details), as registered in the Betrally Affiliate ProgrammePortal, correct and up to date.
4.17 You acknowledge andagree that any breachof the aforementioned obligations shall be deemed a material breach ofthese Terms resulting in your immediate termination from the Programme.
5. Data Protection; No Spam; No Marketing to Self-Excluded Customers
5.1 You will not send anymarketing SMS, emailor other communications relating to Betrally, the Betrally Sites or theProgramme to any person known to you as having entered into aself-exclusion agreement with a remote gambling operator.
5.2 You will at all timescomply with therequirements of the Privacy and Electronic Communications (ECDirective) Regulations 2003, the Data Protection Act 1998 (UK), the EUData Protection Directive 95/46/EC and EU ePrivacy Directive2009/136/EC or any implementing or related legislation of any memberstate in the European Economic Area. Betrally reserves the right toterminate this Affiliate Agreement immediately without recourse for youif you send any form of Spam.
5.3 If we incur any cost inconnection withSpam sent by you or anyone on your behalf, these costs will be deductedfrom any Commissions due to you under these Affiliate Terms. Should ourcosts not be covered by the funds in your account we have the right tooffset future Commission payments or pursue other alternative means forobtaining payment from you. Should your Affiliate account not beactive, or otherwise not generating Commission payments, then we shallhave the right to demand payment directly from you.
5.4 Should you require moreinformationregarding our Spam policy, or should you wish to report any incidencesof Spam please contact us at email@example.com.
6.1 Your activitiesshall comply with allapplicable laws and industry practices applicable to online marketing;online advertising; and the marketing of online gambling sites,including but not limited to:a)the UK Gambling Act 2005;
b)Licence Conditions and Codes of Practice;
c)the UK CAP Code; and
d)the IGRG Industry Code for SociallyResponsibleAdvertising.
6.2Without reservation, you agree that allactivities undertaken by you in connection with the Programme willuphold the highest ethical standards including but not limited to thelicensing objectives established by the UK Gambling Act 2005:a) preventing gambling from being a source ofcrime ordisorder, being associated with crime or disorder or being used tosupport crime;
b) ensuring that gambling is conducted in afair and openway; and
c) protecting children and other vulnerablepersons frombeing harmed or exploited by gambling.
6.4 Any electronic messagesor othercommunications sent by you, or caused to be sent by you, shall be freeof Spam and in full compliance with all regulations related to thesending of commercial electronic messages, including the Privacy andElectronic Communications (EC Directive) Regulations 2003, the EU DataProtection Directive 95/46/EC and EU ePrivacy Directive 2009/136/EC orany implementing or related legislation of any member state in theEuropean Economic Area.
6.5 It is your obligation tofamiliarizeyourself with the laws, regulations and codes of practice applicable tothe activities you conduct in relation to your participation in theProgramme. To the extent you are marketing to potential customersresiding outside of the United Kingdom, you are required to abide byany applicable laws, regulations and codes of practice applicable tothose jurisdictions. In the absence of any specific governing laws,regulations or codes of practice, the standards set out above shallapply.
7. Betrally's Intellectual Property Rights
7.1 Betrally and itslicensors retain full andexclusive ownership of the Betrally Sites, Betrally Marks, MarketingMaterials, any reports, documentation or materials provided inconnection with the Programme, and any Intellectual Property rights,associated thereto. No right, title or interest in the foregoing isconveyed hereunder, except for a non-exclusive, revocable, limitedlicense to distribute the Marketing Materials in accordance with theseAffiliate Terms. Any rights that are not expressly granted herein arereserved by Betrally and its licensors.
7.2 You acknowledge and agreethat Betrally'sIntellectual Property will at all times remain the property of Betrallyand its licensors. You further acknowledge that you have no claim orright of whatever nature in and to the aforesaid Intellectual Property,other than the limited rights conveyed herein.
7.3 You undertake and agreethat you shall notassert the invalidity, unenforceability or contest the ownership of anyof the Intellectual Property rights of Betrally or its licensors in anyaction or proceeding whatsoever and shall not take any action that mayprejudice Betrally's or its licensors' rights in such IntellectualProperty.
7.4 You undertake and agreethat you will notregister any domain name that includes, incorporates or consists of anyBetrally Mark or any domain name that is confusingly similar to theBetrally Marks. You undertake and agree that you shall, upon request byBetrally, promptly transfer ownership of any domain names registered inviolation of this Agreement to Betrally or any third party designatedby Betrally. This obligation shall survive the termination of theseAffiliate Terms.
7.5 You undertake and agreethat you shall notmake any bid on any internet search engine using keywords including theBetrally Marks or words that are confusingly similar to the BetrallyMarks.
8. Your Warranties
a) your activities shall fully comply withthese AffiliateTerms;
9. Restricted Territories
9.1 By entering into theseAffiliate Terms youundertake that you will not:actively target potential customers locatedin American Samoa, Belgium, Bulgaria, Curacao, Cyprus, Hungary, France, France (Metropolitan), French Guiana, Guam, Guernsey, Gibraltar, Ireland, Isle of Man, Israel, Jersey, Martinique, Marshall Islands, Micronesia, New Caledonia, Northern Mariana Islands, French Polynesia, Portugal, Puerto Rico, Reunion, French S. and An. Lands, United States Minor Outlying Islands, Mayotte, Palau, Romania, Turkey, Saint Barthélemy, Saint Martin, Saint Pierre and Miquelon, Scotland, Spain, Ukraine, United Kingdom, United States, Virgin Islands and Wallis and Futuna (the “Prohibited Territories”),including, but not limited to, sending correspondence, the use ofbannering, off-line advertising and direct marketing any traffic orcustomers emanating from domains or URLs based in any of thesecountries.
9.2 You understand and agreethat you are notentitled to any Commissions or fees applicable to any activity relatedto the Prohibited Territories. You further agree that the list ofProhibited Territories may be updated from time to time, and in theevent a territory is added to the list of Prohibited Territories, weshall be entitled to cease paying you any Commissions or feesapplicable to New Customers from such territories.
10. Commission Calculations
10.1 You are eligible to earnCommissionpayments in connection with gambling activity by New Customers referredby you, as further set out herein. You understand and agree that we mayvary these Commission rates from time to time, in our sole discretion.
10.2 You are only eligible toreceive ongoingCommission payments during your participation in the Programme, andonly during the time you continue to refer New Customers in accordancewith these Terms. You will no longer receive Commission payments in theevent your participation in the Programme is terminated for any reason.
10.3 You shall receiveCommissions based on theNet Revenue generated by the New Customers referred by you during thecalendar month across all products as follows, staggered incrementally:
If you refer 15 New Customers in one calendar month, you’ll generate commission of 20% of their net revenue for that calendar month. The following month, if you refer 22 New Customers, you’ll receive commission of 30% of all of your referred customers’ net revenues for that month.
11. Periods of Inactivity
11.1 In the event that you fail to refer any New Customers during any consecutive 3 month period, we reserve the right to reduce your Commission rate to a flat rate of no more than 10% of Net Revenue until you introduce a total of 3 New Customers within a 3 month period, at which point (effective upon your referral of the third New Customer) your Commission rate will revert to the standard Commission rates set out above.
11.2 If you have not logged into your Affiliate account for a period of 365 days or more, and have not responded to our contact efforts, Betrally reserves the right to close your Affiliate account.
11.3 Notwithstanding s.11.2, any Affiliate account unused for login for a period of at least twenty four (24) consecutive months shall be designated an “Inactive Account”. Betrally shall make reasonable efforts to notify the Affiliate that its account has been designated an “Inactive Account” via the contact details last provided by the Affiliate to Betrally (“Inactive Account Notice”) and shall be entitled to retain fifty (50) percent of the total balance remaining on the “Inactive Account” after 14 days have elapsed from the date of the Inactive Account Notice. Should the Affiliate subsequentlyfail to withdraw the remaining balance from the account, Betrally shall be entitled to retain the remainder of the balance on the account without further notice to the Affiliate upon expiry of 45 days from the date of the Inactive Account Notice.
12. Cost Per Acquisition (CPA) Payments
12.1 If you are entitled toreceive a CPApayment under the terms of a written agreement between you andBetrally, you will receive a one-time CPA payment to be established byBetrally in its sole discretion (the “CPA Payment”) for every NewCustomer you refer who meets the following qualifications:a) The customer meets the territory and agerequirementsto lawfully register an account on the Betrally Site and participate inonline gambling activity;
b) The customer successfully completes afirst-timeregistration on the Betrally Site and opens an account subject to theBetrally Site’s terms and conditions; and
c) The customer deposits the minimum requiredamount andmeets the minimum wagering activity requirements, as established byBetrally and agreed expressly in writing.
12.2 Where a Chargeback isreceived against aNew Customer, or issuance of a credit to a New Customer occurs, theAffiliate shall not be eligible for a CPA Payment in respect of thatNew Customer, and any CPA Payment previously made to you in respect ofsuch New Customer will be deducted from future payments due to you.
13. General Commission Terms
13.1 We may conduct specialpromotions relatedto certain products, services, games, customer activity, specialevents, and other matters through the Programme Portal from time totime (“Special Promotions”) and in connection with same, establishcertain additional terms, Commission rates, CPA pay-out rates,incentives, deposit and wagering requirements, or other additionalterms and conditions (“Special Terms”). In the event you wish toparticipate in one of the Special Promotions, you understand and agreethat such participation will be subject to the Special Terms, asapplicable.
13.2 All payments due to youare based on ourown statistics, records and calculations. All decisions made by usregarding the tracking, calculation or payment of your Commissions orother payments shall be made by us in our sole discretion.
13.3 We reserve the right toreview allactivity in connection with your participation in the Programme forpossible Fraudulent Activity or activity which we believe in our solediscretion to be in bad faith or violation of these Terms.
13.4 We do not pay forcustomers who havealready registered an account at one of the Betrally Sites. If thecustomer already exists in our system, or the system of any BetrallySite, you are not eligible to receive any payments in respect of thecustomer.
13.5 We do not pay fees orcommissions inconnection with Match Betting, Arbitrage Betting, artificiallygenerated traffic (including Bots) or any roulette playing schemes orcasino systems where players are advised on how to play to beat thecasino.
13.6 Unless you have enteredinto a separatewritten agreement with us permitting such payments, we do not pay forincentivised traffic in any form.
13.7 You will not be entitledto any paymentrelated to any customer activity and/or traffic that we deem, in oursole discretion, to be unlawful, abusive, not generated in good faith,or based on Fraudulent Activity.
13.8 We do not pay for anycustomer activityrelated to brand bidding or any activity which we consider to be abreach of our intellectual property rights.
13.9 We reserve the right topass on any FraudCosts to your account. These Fraud Costs shall be deducted from anypayment owed to you. In the event that the Fraud Costs exceed theamount of payments owed to you, we reserve the right to collect suchsums from you directly.
13.10 We reserve the right torefuse anypotential New Customer, to close a customer's account, or to take otheraction which we may deem necessary in order to preserve the integrityor safety of the Betrally Sites. In the event that we refuse, suspendor close any customer's account for any reason, you will not beentitled to earn Commissions in respect of those customer accounts.
14. Payment Terms
14.1 Your Betrally Affiliateaccount must havea minimum of five (5) referred New Customers in the prior threecalendar months before you may be eligible for any affiliate payment.
14.2 You will only be paid anaffiliateCommissions payment once you have a balance of at least €100 owing toyou.
14.3 If you have selectedwire transfer as yourmethod of payment, you will only be paid by bank wire if the totalamount owed is €500 or more (or the local currency equivalent). If thetotal amount owed is less than €500 (or the local currency equivalent),you can receive payment by Moneybookers, Neteller, or Webmoney.
14.4 If you are eligible foran AffiliateCommissions payment, we shall process the fees earned by you in theprevious calendar month by the fifteenth working day of the followingmonth.
14.5 Inactive Affiliates mustactively requestpayment of their Commissions.
14.6 We shall not be liableto you in anyamount whatsoever for late payments due to technical, third party orany other unforeseen events.
14.7 Payment shall by defaultbe made to you inEuros , however, payments may upon request also be processed in USdollars and GB pounds at the market exchange rate (the xe.commid-market rate) on the date that the payment report is compiled byBetrally (between 2nd and 5th day of the following month).
14.8 You shall not changeyour payment detailsafter the end of the calendar month in respect of which payment isbeing made.
14.9 You are responsible forthe reporting andpayment of any taxes, tariffs or other governmental fees, charges orlevies applicable to any Commission payable to you in connection withyour participation in the Programme. All amounts payable to you areexclusive of all sales, use, value-added, withholding, and other taxesand duties. You undertake and agree to promptly reimburse Betrally forany and all taxes or duties that Betrally may be required to pay inconnection with your participation in the Programme, except for taxespayable on Betrally's net income.
14.10 We reserve the right tochange the feepayment schedules and methods of calculation at any time, in our solediscretion.
15. Negative Carry-Over
15.1 In the event that thetotal Net Revenuefrom your referred New Customers is negative for a given calendarmonth, the negative balance will be carried over from month to month,until a positive balance is achieved (i.e., until such time as thenegative balance has been fully set-off against future positive amountsgenerated by your New Customer referral activity).
15.2 In the event that youare not eligible foran Affiliate Commissions payment or you are Inactive Affiliate, and youcarry over a positive total Net revenue amount for a given month, anynegative total Net Revenue from the following calendar month shall beoffset against the positive total Net Revenue carried over from theprevious month.
16. Affiliate Networks
16.1 If you are joining theProgramme in thecapacity of an affiliate marketing network, you represent, warrant andundertake that the terms and conditions of your marketing network areat least as restrictive as those set out herein, and that you shall beresponsible for all activity undertaken by your affiliates. Betrallyreserves the right in its sole discretion to request writtendocumentation of your compliance with this clause, and your failure topromptly provide such documentation upon request shall be deemed amaterial breach of these terms.
17. Ownership of Customer Data
17.1 You acknowledge andagree that allinformation relating to any referred customer is the exclusive and soleproperty of Betrally and/or its affiliates and that you shall have norights therein whatsoever excluding any information that you gatherindependently, outside of your participation in the Programme.
17.2 You acknowledge andagree that any data wecollect from you may be transferred to, and stored at, a destinationoutside the European Economic Area ("EEA"). It may also be processed bystaff operating outside the EEA who work for us or for one of oursuppliers.
18.1 All rights and licensesgranted to youhereunder are non-transferable and non-sub-licensable, save that youmay assign or delegate any of your duties or obligations to asub-affiliate approved in writing by Betrally (the “Sub-Affiliates”).Betrally reserves the right in its sole discretion to require yourSub-Affiliates to join the Programme as a condition of theirundertaking any activities as a Sub-Affiliate.
18.2 You are responsible forensuring that allactivity of any Sub-Affiliates is in full compliance with theseAffiliate Terms, and any duties and obligations applicable to youhereunder shall equally apply to the Sub-Affiliates. Between you andBetrally, you shall be solely responsible for ensuring the fullcompliance with these Affiliate Terms by Sub-Affiliates, and you shallremain solely responsible for any acts or omissions of yourSub-Affiliates in violation of these Affiliate Terms.
18.3 The commission due toyou in respect ofthe activity of any approved Sub-Affiliate shall be agreed expressly inwriting by Betrally. Interested Affiliates may contact their dedicatedaccount manager or the Betrally support team at firstname.lastname@example.org.You shall not receive any other payment or compensation from suchSub-Affiliates under these Terms, and you are not entitled to receiveany payment from any second tier Sub-Affiliates or any other tier ofaffiliates other than a single tier of Sub-Affiliates.
19. Restriction on Activities by Related Persons / Entities
19.1 In order to prevent thepotential forabuse and Fraudulent Activity, Betrally does not pay Commissions forcustomer referrals in certain circumstances, such as when you have anexisting relationship with the referred customer. While decisions shallbe taken on a case-by-case basis, we provide for illustration purposesthe following non-exhaustive list of scenarios where Commissions shallnot be paid:
20. Account Security
20.1 You are responsible toguard the securityof your Programme username and password, and may not share your logindetails with any third party. You shall be solely responsible for allactivity occurring under your Affiliate account.
20.2 We may require you fromtime to time topositively verify your account details in order to receive continuingCommissions or to prevent Fraudulent Activity in connection with youraccount. This is to protect both you and us from potential illegal orFraudulent Activity. This verification process may require thesubmission of additional personal documentation proving identity,payment and physical address details.
21.1 During yourparticipation in theProgramme, we may share with you certain Confidential Information ownedby Betrally or its licensors. You undertake and agree that you will notuse the Confidential Information for any purpose other than todischarge your obligations to Betrally in accordance with theseAffiliate Terms, and that you will not publish or disclose theConfidential Information to any third party without our express writtenpermission.
21.2 You undertake and agreeto take allreasonable measures to maintain the confidentiality of our ConfidentialInformation, which will in no event be less than reasonable care.
22. Money Laundering; Anti-Bribery
22.1 You undertake and agreethat yourparticipation in the Programme shall not, directly or indirectly,encourage, benefit from, or be party/privy to, any money laundering orrelated illegal activities. Betrally strictly prohibits, and undertakesefforts to prevent, money-laundering activities and other activitiesthat may facilitate money-laundering or the funding of terrorist orcriminal activities in connection with the Programme. You hereby agreeto provide Betrally or its designated agents with all requestedassistance and documentation in connection with such efforts, includingbut not limited to: (a) for individuals, copies of your current:passport, driving licence, utility bill, bank statement, or otherdocuments; or (b) in the case of a corporation, copies of: thecompany's certificate of incorporation, constitutional documentation,identity of the directors, officers and beneficial owners of thecompany. You agree that Betrally may undertake independent identityverification procedures in its sole discretion which may include theprocurement of information from public or private sources for identityverification and crime prevention purposes.
22.2 You understand and agreethat somejurisdictions in which we operate have strict laws on money launderingthat may impose an obligation upon us to report you to the federal orlocal authorities within such jurisdictions if we know, suspect or havereason to suspect, that any transactions in which you are directly, orindirectly, involved, involve funds, derived from illegal activities,or are intended to conceal funds derived from illegal activities orinvolve the use of the Programme to facilitate criminal activity.
22.3 You understand and agreethat, if we haveany knowledge, belief or suspicion that any money laundering or illegalactivity may have occurred, we may at our absolute discretion: (a)immediately suspend, deregister or terminate your membership of theProgramme; (b) decline to pay you any further Commission and/or (c)report you to the aforementioned federal or local authorities shouldwe, in our absolute discretion, determine that we are obliged, by law,to do so.
22.4 Betrally is committed,in accordance withits zero-tolerance policy for bribery and corruption (the “Anti Briberyand Corruption Policy”), to ensure that all of its activities and theactivities of all of its Affiliates and business partners comply withall applicable laws and regulations and accord to the highestprinciples of corporate ethics. Accordingly, in performing youractivities under these terms, you undertake to comply with allapplicable laws related to the fight against bribery and corruption andshall not offer, promise, give, authorize, solicit or accept any unduepecuniary or other advantage related to any prospective New Customer“impressions”, “clicks”, “acquisitions”, “installations”, “views”,“leads”, “registrations” payments made under this Agreement orotherwise. Betrally shall immediately terminate this Agreement if itdetermines, in its sole discretion, that any of your activities do notfully comply with this Anti Bribery and Corruption Policy.
23.1 You shall defend,indemnify, and hold usand our directors, officers, employees, and representatives harmlessfrom and against any and all liabilities, losses, damages, and costs,including reasonable attorney's fees, resulting from, arising out of,or in any way connected with your performance of your duties andobligations under these Affiliate Terms, the performance of yourSub-Affiliates’ duties and obligations under these Terms, or any breachby you or a Sub-Affiliate of these Terms or any warranty,representation, or agreement contained in these Terms.
23.2 In the event we aresubject to any thirdparty claim or investigation as a result of the activities of you orany Sub-Affiliate in connection with these Terms, we reserve the rightto withhold any Commission, fee or other amount due, as an offsetagainst any cost or liability which may attach as a result of suchclaim or investigation, in addition to any other remedy available tous.
24. Disclaimer of Warranty
24.1 We make no express orimplied warrantiesor representations with respect to the Programme, the MarketingMaterial, the Programme Portal, or any Betrally Site, including,without limitation, any warranties of fitness, merchantability,legality, non-infringement, or any implied warranties arising out ofthe course of performance, dealing, or trade usage. In addition, wemake no representation that the operation of our site (including anytracking mechanisms) will be uninterrupted or error-free, and we makeno guarantees regarding the amount of Commissions which may begenerated as a result of your participation in the Programme. We willnot be liable for the consequences of any such interruptions or errors.Please note that in the event of a systems or technical malfunctionleading to incorrect balances showing on Affiliate's account orotherwise, Betrally reserves the right to manually correct this errorand pay to Affiliate the correct amount.
25. Limitation of Liability
25.1 Except in the event of:(a) bodily injuryor death caused by Betrally's negligence, or (b) any liability whichcannot be excluded as a matter of law, Betrally's total and aggregateliability towards Affiliate or any third party, whether in an actionbased on contract, tort, warranty or any other legal theory, shall notexceed the amount of fees or Commissions generated by you during thetwelve month period prior to the incident giving rise to liability, and(ii) in no event will Betrally be liable toward Affiliate or any thirdparty for any special, indirect, incidental, punitive or consequentialdamages, including but not limited to damages for loss of profits,business, revenue, or economic advantage.
26. Term and Termination
26.1 These Terms will comeinto effect uponyour submission of your registration to the Programme and shallcontinue until your participation in the Programme is terminated forany reason.
26.2 Either party mayterminate this Agreementfor convenience at any time, effective upon written notice to theother.
26.3 Any notice oftermination shall be givenin writing by either Party to the other. For purposes of notificationof termination, delivery via e-mail is considered a written andimmediate form of notification and the Affiliate Terms shallaccordingly terminate with immediate effect.
26.4 In the event oftermination of these Termsfor any reason:a)all rights and licenses granted to you inthese Termsshall immediately terminate;
b)you must immediately cease all marketingactivity, ceasethe distribution of any Marketing Materials, and disable any links fromyour Site to any Betrally Site;
c)you must promptly return to us anyConfidentialinformation and/or customer information, and all copies of same in yourpossession, custody and control; and
d) for clarification purposes, termination willnotexculpate you from any liability arising from any breach of theseAffiliate Terms, that occurred prior to termination.
26.5 Upon termination for anyreason, you shallcease to be entitled to receive any further Commissions.
26.6 In the event weterminate yourparticipation in the Programme as a result of a breach of these termsby you, you shall not be entitled to receive any additional Commissionseffective the date of termination. In the event we terminate yourparticipation in the Programme as a result of Fraudulent Activity oractivities which we believe to be unlawful or in bad faith, we reservethe right to recover any payments previously made to you and seek therecovery of all costs incurred in the investigation of such activitiesand the closure of your account, in addition to any other rights andremedies available at law.
27.1 Any notice orcommunication hereundershall be in writing, sent via e-mail to the party’s designated address.All notices shall be in English, effective upon sending.a)The designated e-mailaddress for Betrally Affiliatesis: email@example.com
b)Your designated e-mailaddress is the e-mail addressprovided by you at the time of registration or as updated thereafterwith the Programme.
28. Sale of Your Business
28.1 If you wish to sell, orotherwise disposeof the shares or assets of your Affiliate business to a third party (orconclude any transaction of a similar nature with a third party thatwill result in an effective change in control of your business) youshall be required, prior to completing the sale, disposal or transfer,to:a)Give us no less than 30 (thirty) days priorwrittennotice of such intention, provide such details as we may request (whichshall include, but not be limited to, your Affiliate username and fulldetails of the intended purchaser, including their banking details and,if they are already an affiliate of the Programme, their Affiliateusername and furnish us with an irrevocable consent and authority topay the selling Affiliate’s Commission, after the sale is completed, tothe purchaser, in a form acceptable to us in our sole discretion; and
b) Make the deed of sale subject to thesuspensivecondition that we approve such purchaser as an Affiliate of theAffiliate Programme and that such intended purchaser shall, subject toour approval (at our sole discretion) join the Affiliate Programme.
28.2 You agree that we shallhave solediscretion to approve or reject any proposed assignment, novation ortransfer of your rights under these Terms to any prospective purchaseror third party.
28.3 Any approval of yourrequest to novate ortransfer your rights to any third party will terminate your enrolmentin the Programme on the date of transfer.
28.4 If we reject theintended purchaser as anAffiliate of the Programme and you nevertheless decide to proceed withthe sale/change of control or transaction contemplated above, then wereserve the right to terminate your enrolment in the Programmeimmediately.
29. Relationship of Parties
29.1 You and Betrally areindependentcontractors, and nothing in these Terms will create any partnership,joint venture, agency, franchise, sales representative, or employmentrelationship between the parties.
29.2 You shall not make anyclaims,representations, or warranties in connection with us and you shall haveno authority to, and shall not, bind us to any obligations, unless weagree in writing to be so bound.
29.3 You agree that you arenot, and shall notbe treated as, an employee with respect to, as applicable, any InternalRevenue Code, Social Security Act, Federal Unemployment Acts, or otherfederal, state, or local statute, ordinance, rule, or regulation of anycountry whatsoever similar in purpose to the aforementioned codes andacts.
30.1 During yourparticipation in theProgramme, and for a period of 6 months after any termination of suchparticipation, you undertake not, either directly or indirectly, tosolicit, or attempt to solicit, divert or hire away any person engagedby Betrally as an employee, contractor or consultant at the time ofsolicitation or during the 12 month period preceding the solicitation.
30.2 Should you have anydoubt as to whether anindividual is engaged by Betrally, then you must, prior to attemptingany solicitation of such individual, to make a written inquiry ofBetrally in this regard. Your failure to confirm the status of anyindividual prior to a solicitation shall not relieve you from yourduties and obligations under this non-solicitation clause.
30.3 You agree that in theevent of a breach ofthis non-solicitation clause, Betrally shall suffer substantial andirreparable harm which may not be adequately compensated for by thepayment of damages. As a result, Betrally shall be entitled to seekinjunctive relief in any court of competent jurisdiction to enjoin orprevent such solicitation, and that this will not limit any othercauses of action or legal redress that may be available to Betrally.
31.1 These Terms will begoverned by the lawsof England and Wales without reference to rules governing choice oflaws. Any action relating to these Affiliate Terms must be brought inLondon and you irrevocably consent to the jurisdiction of these courts.In circumstances where these Affiliate Terms are presented in alanguage other than English, the English language version of theseAffiliate Terms shall always prevail.
31.2 Any disputes arisingfrom or in connectionwith these Affiliate Terms shall, at the request of any Party, befinally resolved in accordance with the rules of the Centre forEffective Dispute Resolution ("CEDR") by an arbitrator or arbitratorsappointed by CEDR Notwithstanding anything to the contrary contained inthis paragraph, any Party shall be entitled to apply for, and ifsuccessful, be granted, an interdict from any competent court havingjurisdiction.
31.3 Nothing in thisAgreement confers orpurports to confer on any third party any benefit or right to enforceany term of this Contract and the application of the Contracts (Rightof Third Parties) Act 1999 is hereby excluded.
31.4 Except as provided inclauses 19.1(“Authorization of Sub-Affiliates”) and 29 (“Sale of Business”), youmay not assign or delegate any right, duty or obligation under theseAffiliate Terms, by operation of law or otherwise, without our priorwritten consent. Any attempted assign, transfer or novation by you inviolation of these Affiliate Terms is void and shall have no effect.Subject to that restriction, these Affiliate Terms will be binding on,ensure to the benefit of, and enforceable against you and us and yourand our respective successors and assigns.
31.5 Our failure to enforceyour strictperformance of any provision of these Affiliate Terms will notconstitute nor be construed as a waiver of our right to subsequentlyenforce such provision or any other provision of these Affiliate Terms.No waiver will be implied from conduct or failure to enforce any rightsand must be in writing to be effective.
31.6 Neither party shall beliable hereunder byreason of any failure or delay in the performance of its obligationshereunder on account of strikes, shortages, riots, insurrection, fires,flood, storm, explosions, acts of God, war, governmental action, labourconditions, earthquakes or any other cause which is beyond thereasonable control of such party.
31.7 The exercise of one ormore of theprovisions of these Affiliate Terms shall not preclude the exercise ofany other provision.
31.8 You acknowledge,confirm, and agree thatdamages may be inadequate for a breach or a threatened breach of theseAffiliate Terms and, in the event of a breach or threatened breach ofany provision of these Affiliate Terms, the respective rights andobligations of the parties shall be enforceable by specificperformance, injunction, or other equitable remedy. Nothing containedin these Affiliate Terms shall limit or affect any of our rights atlaw, or otherwise, for a breach or threatened breach of any provisionof these Affiliate Terms.
31.9 Whenever possible, eachprovision of theseAffiliate Terms shall be interpreted in such a manner as to beeffective and valid under applicable law but, if any provision of theseTerms is held to be invalid, illegal or unenforceable in any respect,such provision will be ineffective only to the extent of suchinvalidity, or unenforceability, without invalidating the remainder ofthese Terms or any provision hereof.
31.10 Any headings in theseAffiliate Terms areinserted for convenience only and shall not affect its construction.
31.11 These Affiliate Termsconstitute theentire agreement between the parties with respect to the subject matterhereof and nullifies all previous understandings, both oral andwritten, between the parties in respect of the subject matter hereofand shall supersede all previous agreements between the parties,whether made orally or in writing.
TheseTerms were last amended on 1 June 2017.