Affiliate Programme,

The Parties

 

The Affiliate

Contact details as detailed in your profile in Income Access

 

and

 

Kampai Limited (operating on behalf of RoyalCasino.dk)

Company registration no.: 115755

Suite 7, Hadfield House

Library Street

GX111AA Gibraltar

 

(jointly referred to as the “Parties” and separately as a “Party”)

 

Thank you for joining the Affiliate Programme - we are delighted to work with you!

 

Commercial terms:                                                                                

The Company shall pay the Affiliate the following commissions, upon receipt of corresponding invoice as advised by the Company, net +14 days from the end of the calendar month in which the publishing services were provided.

Revenue Share being a percentage of Net Gaming Revenue (NGR) as agreed

 

No negative carry over terms from month to month.

The Company will offer one account only in the Affiliate Programme for the Affiliate

All revenue-share deals are for the lifetime of the acquired player.

 

Termination/campaign stop/modification notices. 

No less than 14 business days’ prior notice, to e-mail: Brian Serup, brian@royal-casino.dk   

 

Hey


TERMS & CONDITIONS

1.    GENERAL

1.1.  These Terms and Conditions (together - the "Agreement") shall govern the relationship between Company and Affiliate, whereby the Affiliate will provide the Company with certain media publishing services. The terms of the Agreement shall supersede all contrary terms set forth in these Terms and Conditions, unless expressly set forth to the contrary.

By completing and agreeing to the Affiliate application to the Company’s Affiliate Programme and clicking "I have read and agree to the Affiliate Terms and Conditions (the “General Terms and Conditions”) within the registration form, the Affiliate hereby agree to abide by all the Terms and Conditions set out in this Agreement.

 

1.2.  The Company reserves the right to amend, alter, delete or extend any provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the General Terms and Conditions set out in this Agreement.

 

1.3.  Where used in this Agreement, references to: (a) "you” and/or "your" means the Affiliate (including the individual or entity) which applied to provide publishing services (the "Services") to us, and (b) "we", "our", "us" means Kampai Ltd. (the “Company”) and, as applicable, any of its directors, officers, shareholders, employees, advisors, contractors, subsidiaries and any of its Affiliated corporate entities.

 

2.    DEFINITIONS AND INTERPRETATION

2.1.  In this Agreement, references to the following words shall have the meanings set out below:

 

2.1.1. “Agreement” means (i) all the Terms and Conditions set out in this document, (ii) the Terms and Conditions of the Commission Structures applicable to the different products, (iii) the General Terms and Conditions (iv) any other rules and/or guidelines of the Company and/or the Operator Websites made known to the Affiliate from time to time.

 

2.1.2. “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Programme.

 

2.1.3. “Affiliate Application” means the application below whereby the Affiliate participates in the Affiliate Programme.

 

2.1.4. “Affiliate Programme” means the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Operator Websites and create the Links from the Affiliate Website(s) to the Operator Websites and thereby be paid a commission as defined under this Agreement depending on the traffic generated to the Operator Websites subject to the Terms and Conditions of this Agreement and to the applicable product-specific Commission Structure.

 

2.1.5. “Affiliate Website(s)” means one or more websites on the Internet which are maintained and operated by the Affiliate.

 

2.1.6. “Commission” means the percentage of the Net Revenue as set out in the Commission Structure.

 

2.1.7. “Commission Structure” means the commission structure contained under Clause 18 below or any specific commission structure expressly agreed between the Company and the Affiliate.

 

2.1.8. “Company” means Kampai Ltd., a company incorporated in Gibraltar, registration number 115755 and acting on behalf of the business hosted on domain RoyalCasino.dk.

 

2.1.9. “Confidential Information” means any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Operator Websites, technology, marketing plans and manners of operation.

 

2.1.10.                           “General Terms and Conditions” means Operator’s General Terms and Conditions which can at all times be found on www.royalcasino.dk.



 

2.1.11.                           Intellectual Property Rights means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, Confidential Information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.

 

2.1.12.                           “Links” means Internet hyperlinks from the Affiliate Website(s) to the Operator Websites.

 

2.1.13.                           "Marketing Materials" means banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar online media and any other marketing materials that have been provided or otherwise made available to you by us, all in accordance with the provisions of the Agreement.

 

2.1.14.                           “Net Gaming Revenue” means all monies received by the Operator from New Customers in relation to player bets less: (a) player wins by New Customers, (b) bonus pay-outs (but excluding bonuses retracted), (c) charge backs if any, (d) admin fees, if any, (e) jackpot savings and (f) gaming tax*; and for the avoidance of doubt, all amounts referred to above are only in relation amounts generated from New Customers referred to the Operator Websites by the Affiliate Website(s) and/or activity.

 

*The Danish Gambling Tax is monies paid in the form of betting duties or taxes payable by the Operator to the Danish authorities, not including corporate income tax or equivalent. The Danish Gambling Tax does solely apply to revenues being generated from within Denmark, i.e. to customers being located in Denmark. A 20% VAT levy is applied on all GROSS Gaming Revenue on all players located within Denmark. Gross Gaming Revenue is defined as player bets less player wins.

 

2.1.15.                           “New Customer” means a new first time customer referred by the Affiliate to the Operator Websites and having made a first deposit amounting to at least the applicable minimum deposit at the Operator Websites casino account in accordance with the applicable Terms and Conditions of the Operator Websites, but excluding the Affiliate, its employees, relatives and/or friends.

 

2.1.16.                           “Operator” means RoyalCasino.com Ltd., a company incorporated in Malta, with registration number C81199.

 

2.1.17.                           “Operator Websites” means the online gaming websites operated and/or managed by the Operator.

 

2.1.18.                           “Parties” means the Company and the Affiliate (each a “Party”).

 

2.1.19.                           “RoyalCasino Group” means the Company, the Operator and any of its group companies.

 

 

2.2.  Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

 

 

3.    THE SERVICES

3.1.  The Company shall evaluate the Affiliate application form hereby submitted and shall inform the applicant in writing (email) whether the membership is accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion. If the Affiliate is in breach of this Agreement or the Company’s Terms or other rules, policies and guidelines of the Company, the Company may besides closing the Affiliate’s account take any other steps at law to protect its interest.

 

3.2.  The Affiliate hereby warrants and undertakes:

 

3.2.1. to be of legal age in the applicable jurisdiction in order to agree to and to enter into an Agreement as well as being competent and duly authorized to enter into binding agreements and perform obligations under this Agreement.

3.2.2. to use its best efforts to actively and effectively advertise, market and promote the Operator Websites as widely as possible in order to maximize the benefit to the parties and that it will abide with the guidelines of the Company as may be forwarded from time to time and/or accessible online;

 

3.2.3. to market and refer potential players to the Operator Websites at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable Danish and EU laws and regulations and in accordance with this Agreement. The Affiliate must clearly indicate that all content, reviews and recommendations of the Operator is “sponsored content”, “marketing content” or similar, in order to clearly indicate to consumers that the Affiliate and the Operator are engaged in a commercial relationship;

 

3.2.4. to use only links provided within the scope of the Affiliate Programme; and

 

3.2.5. to be responsible for the development, the operation, and the maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s).

 

3.2.6. that it will not generate traffic to the Operator Websites by illegal or fraudulent activity, particularly but not limited to by:

 

 

3.2.6.1.              registering as a player or make deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud; and

 

3.2.6.2.              that it will not present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Operator Websites and/or the Company or convey the impression that the Affiliate Website(s) is partly or fully originated with/from the Operator Websites and/or the Company.

 

3.2.6.3.              subject to the marketing material as may be forwarded by the Company and/or made available online through the online website, the Affiliate may not use “RoyalCasino.dk” or other terms, trademarks and other Intellectual Property Rights of the RoyalCasino Group unless the Company consents to such use in writing.

 

3.3.  In cases where the Affiliate promotes the Operator in any manner on 3rd party platforms such as websites, email lists or social media, it is the responsibility of the Affiliate to not only adhere to the Terms and Conditions pertaining this Agreement, but also to safeguard that the 3rd party also adheres to the established Terms and Conditions between the Affiliate and the Operator as well as any applicable gaming legislation. Furthermore, the Affiliate should also adhere to any relevant Terms and Conditions set out by the 3rd party in question.


3.4. In the eventuality that the Affiliate breaches any applicable gaming legislation as well as marketing legislation, where Authorities or Professional Bodies pursue such breaches through the Operator in any manner, the Operator may at their own discretion, or if legally required to do so, corporate with the Authority or Professional Bodies with full transparency of the breaches made by the Affiliate. In such cases, the Affiliate will be held fully accountable for their own marketing activities.

3.5. The Company reserves the right to freeze the Affiliates account and/or deduct money from the Affiliate if any traffic is deemed to have been referred through fraudulent means or in breach of the Terms and Conditions of the Agreement.

 

4.    AFFILIATE WEBSITE(S) AND THE LINKS

4.1.  The Affiliate expressly acknowledges and agrees that the use of the Internet and the Affiliate Programme is at the Affiliate's own risk. The Company makes no guarantee in relation to the accessibility of the Operator Websites at any particular time or any particular location. The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of, the Operator Websites or the Affiliate Programme.

 

4.2.  During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between the Company and the Affiliate.

 

4.3.  The Company has the right to monitor the Affiliate Website(s) in order to ensure the Affiliate's compliance with the Terms and Conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably requested in order to perform such monitoring.

 

4.4.  The Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the trademarks of the RoyalCasino Group or which include the word "RoyalCasino" or variations thereof.

 

4.5.  The Affiliate shall not take any action which could cause any confusion as to the Company's or the Operator Websites' relationship with the Affiliate and the Affiliate Website(s).

 

4.6.  The Affiliate shall at all times comply with the Danish Data Protection Act (as applicable from time to time), the Danish Act on Marketing no. 1216 of 25th September 2013, article 6 and any other similar or later versions of this legislation. For example, the Affiliate shall always inform its users that tracking technology will be installed on the users’ hard drive when the user clicks on the Links and provide the user with an option to reject such installation.

 

5.    TERMS & CONDITIONS

5.1.  The Company may refuse any player or close a player's account if it is necessary to comply with the Company's Terms and Conditions or legal responsibilities under the Operators’ gaming license and/or protect the interest of the Company.

 

5.2.  The Company shall provide the Affiliate with all information and marketing material necessary for the implementation of the Links.

 

5.3.  The Company shall administrate the turnover generated via the Links, record the net revenues and the total amount of commission earned via the Links, provide the Affiliate with commission statistics, and handle all customer services related to the business of the Company. A unique tracking identification code will be assigned to all referred customers.

 

5.4.  The Company shall pay the Affiliate its compensation depending on the traffic generated subject to the Terms and Conditions of this Agreement.

 

5.5.  The Company will be solely liable for the Marketing Materials provided by the Company. All such Marketing Materials will be professional, proper and lawful under all Applicable Legislation and otherwise comply with the terms of this Agreement. Without derogating from the above, we shall not and further we shall not authorize, assist or encourage any third party to:

 

5.5.1.                            Use and/or provide Marketing Materials that are libellous, discriminatory,
    obscene, unlawful, sexually explicit, pornographic or violent or which are, in  
    our sole discretion, otherwise unsuitable.

 

5.5.2.                            Provide and/or use Marketing Materials which have as their direct or indirect
    objective the targeting of marketing to any persons who are less than 18 years
    of age (or such higher age of legal consent as may apply in the jurisdiction
    that you are targeting);

 

5.5.3.                            Use and/or provide Marketing Materials that: (a) infringe our and/or any third
    party's intellectual property rights; (b) copy or resemble our and/or any third
    party's property in whole or in part; or (c) disparages us and/or any third party
    or otherwise damages our and/or any third party's goodwill or reputation in
    any way;

 

5.5.4.                            Hinder the Company’s ongoing commitment for the prevention of gambling addiction and the Affiliate must co-operate with the Company to actively reduce gambling addictions by, for example, place links provided by the Company on the Affiliate Website(s) which direct traffic to websites involved in the business of preventing gambling addictions;

 

5.5.5.                            Cause any website (or any parts or pages thereof) to open in a visitor's
    browser other than as a result of the visitor clicking on banners or text links
    contained in or as part of any Marketing Materials;

 

5.5.6.                            Violate the terms of use and any applicable policies of any search engines;

 

 

5.6.  If we determine, in our sole discretion, that you have engaged in any of the activities that contravene any of the provisions of Sections 4.4, we may (without limiting any other rights or remedies available to us) terminate this Agreement immediately with or without notice.

 

5.7.  The Affiliate shall only use the Services, the Marketing Materials (and/or any other marketing materials) in accordance with the terms of this Agreement, any guidelines provided from time to time and any applicable laws, legislation, rules and regulations.

 

5.8.  Any marketing materials and creatives provided by us are solely owned by us; we own all intellectual property rights in such marketing materials and you gain no ownership or any other right in such marketing materials. Without derogating from the provisions of Section 5.6, if you make any amendment, addition, modification and/or derivative work in respect of the marketing materials, any such modification, addition, amendment and/or derivative work will be solely owned by us, and you will have no right or title in such modification, addition, amendment and/or derivative work in any way whatsoever.

                                           

6.    REPORTS & PAYMENTS

6.1.  The Company agrees to pay the Affiliate the Commission. The Commission shall be deemed to be inclusive of value added tax or any other applicable tax.

 

The Affiliate Commission is calculated as a percentage based on Net Gaming Revenue. “Net Gaming Revenue” means all monies received by the Operator from New Customers in relation to player bets less: (a) player wins by New Customers, (b) bonus pay-outs (but excluding bonuses retracted), (c) charge backs if any, (d) admin fees, if any (e) jackpot savings and (f) gaming tax.

 

6.2.  In case of the introduction of another product or group of products in the future, the Company reserves the right to use an individual definition of the term Net Gaming Revenue for each product.

 

6.3.  The Commission is calculated at the end of each month and payments shall be made by the 14th of the following calendar month, provided that the amount due exceeds DKK 1000 (the “Minimum Threshold”) and an invoice has been received from the Affiliate. If the balance due is less than the Minimum Threshold, or no invoice is received, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceeds the Minimum Threshold and/or an invoice is received.

 

6.4.  Payment of Commissions shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Application. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

 

6.5.  The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.

 

6.6.  If the Affiliate disagrees with the balance due as reported, it shall notify the Company within thirty (30) days and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.

 

6.7.  The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.

 

6.8.  No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.

 

6.9.  The Affiliate agrees to return all Commissions received based on fraudulent or falsified transactions and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).

 

6.10.          The Company reserves the right to set limits for a minimum level of activity on Affiliate’s accounts. Such minimum activity levels will be continuously reviewed and the Company reserves the right to terminate any agreement not reaching the limit. Such limit shall not be unreasonably high and basically reflect the intention of avoiding accounts where the revenue does not cover the Company’s internal costs for maintaining the account and the pay-out procedure.

 

6.11.          The Company hereby states to the Affiliate that only one type of revenue structure may be applied and it shall not be possible for two different revenue structures to co-exist. Therefore, if an Affiliate opts to accept the Company’s offer for a different revenue structure to the standard commission structure outlined in this Article 6, then the Affiliate is aware and hereby agrees and understands that the new proposed revenue structure shall replace the existing commission structure in its entirety. Notwithstanding the above, all the Affiliate’s obligations assumed under this present Agreement will continue to apply to the Affiliate up until the termination of this Agreement and thereafter in accordance with the Terms and Conditions contained in this Agreement.

 

6.12.          The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under this Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify the Company in that regard.

 

TERM AND TERMINATION

7.1.  This Agreement may be terminated by either Party by giving fourteen (14) days written (by email) notice to the other Party.

 

7.2.  The Parties hereby agree that on termination of this Agreement:

 

7.2.1.                            the Affiliate must remove all references to the Operator Websites from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;

 

7.2.2.                            all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any and all trademarks, service marks, logos and other designations vested in the Company and the Operator Websites;

 

7.2.3.                            the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however, provided that the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Commissions after the effective termination date;

 

7.2.4. if this Agreement is terminated by the Company due to the Affiliate's breach of any Terms and Conditions of this Agreement, the Company shall be entitled to withhold the Affiliate's earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach. It is further specified that termination by the Company due to a breach by the Affiliate of any of the clauses in this Agreement shall not require a notice period and such termination shall have immediate effect upon simple notification by the Company to the Affiliate;

 

7.2.5.                            the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and

 

7.2.6.                            the Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.

 

8.    LIABILITIES

8.1.  The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for:

 

8.1.1.                            any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings);

 

8.1.2.                            any indirect or consequential losses; or

 

8.1.3.                            any loss of goodwill or reputation.

 

8.2.  The Affiliate agrees to defend, indemnify and hold the RoyalCasino Group, its successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from:

 

8.2.1.                             any breach of Affiliate's representations, warranties or obligations under this Agreement;

 

8.2.2.                             Affiliate's use (or misuse) of the marketing material and the RoyalCasino Group’s Intellectual Property Rights;

 

8.2.3.                             all conduct and activities occurring under Affiliate's user ID and password;

 

8.2.4.                             any defamatory, libellous or illegal material contained on the Affiliate Website(s) or Affiliate's information and data;

 

8.2.5.                             any claim or contention that the Affiliate Website(s) or the Affiliate's information and data infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity;

 

8.2.6.                             third party access or use of the Affiliate Website(s) or the Affiliate's information and data;

 

8.2.7.                             any claim related to Affiliate Website(s) or the Links; and

 

8.2.8.                             any violation of this Agreement or any applicable laws.

 

8.3.  The Company and its group companies reserves the rights to participate, at its own expense, in the defence of any matter or claim in relation to the above.

 

9.    CONFIDENTIAL INFORMATION AND NON-CIRCUMVENTION

9.1.  Each party shall keep confidential and shall not disclose to any third party any and all proprietary information or confidential information disclosed to it by the other party, and/or relating to the business, processes, practices, products, customers, accounts, finance or contractual arrangements or trade secrets of the other party and any information concerning the Services or the substance of any report, recommendations, advice, test disclosed in relation to the Services ("Confidential Information"), and shall use such Confidential Information solely for the performance of its obligations under this Agreement. If either party becomes aware of any breach of confidence by any of its employees, agents, or sub-contractors it shall promptly notify the other party and give the other party all reasonable assistance in connection with any proceedings, which the other may institute against any such persons. The parties further agree to keep confidential and not to disclose to any third party, any of the Terms and Conditions of this Agreement.

 

9.2.  The obligations in this Section 9 shall not apply to Confidential Information already known to either party prior to disclosure by the other party of Confidential Information to it, to information that is in the public domain or which becomes part of the public domain through no fault of the receiving party, or to any information that is required to be disclosed by law. Either party may disclose Confidential Information that has been approved in advance in writing by the other party for disclosure.

 

9.3.  No press release in respect of the execution of this Agreement or any matters arising therefrom may be released by either party in respect of this Agreement without the express written approval of the other party, save that each shall be entitled to make reasonable references to the other party and to the provision of the Services in their own corporate literature in connection with the promotion of that party's business.

9.4. Each Party undertakes to indemnify the other Party for all losses, costs and claims caused by a breach of this Agreement by such Party and that Party’s Representatives.

9.5. In addition to the remedies set forth in clause 9.4, the non-breaching Party is entitled to exercise any and all other rights and remedies provided under applicable law, including, without limitation, injunctions.

9.6. In addition to the remedies set forth in clauses 9.4 and 9.5, in the event that a Party violates any obligations under clause 9.5 above, the non-breaching Party shall be entitled to claim a contract penalty in the amount of Euros 100.000 (one hundred thousand) per violation and/or per week such violation is upheld. The payment of such a penalty shall not release the breaching Party from its obligation to further comply, nor shall it constitute a waiver of any other rights the non-breaching Party may be entitled to.

 

10. FORCE MAJEURE

If either party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure, that party shall promptly serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure and the measures it is taking to remedy and/or mitigate the effects and also have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events.

 

10.1.          For the purposes of this Agreement "Force Majeure" means any cause beyond the reasonable control of the parties including, without limitation, any of the following: act of God; war (declared or not), insurrection, riot, civil disturbance, acts or attempted acts of terrorism; fire, explosion, flood, storm; theft or malicious damage; strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third party injunction;  national defence requirements, acts or regulations of national or local governments.

 


 

11. MISCELLANEOUS

11.1.          In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail.

 

11.2.          Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect.

 

11.3.          No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.

 

11.4.          Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Affiliate Manager of the Operator Websites unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.

 

11.5.          Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

 

11.6.          The Company may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.

 

11.7.          The Company's failure to enforce the Affiliate's adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.

 

11.8.          There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

 

11.9.          You understand that we may at any time (directly or indirectly) enter into similar agreements to the Agreement with others on the same or different terms as those provided to you in this Agreement and that such terms may be similar, and even competitive, to you.

 

11.10.       This Agreement shall be governed by and construed in accordance with Danish law, excluding Danish conflict of law rules.

 

11.11.       Any   dispute   arising   out   of   this   Agreement, and which cannot be settled through negotiations, shall be finally and conclusively settled by arbitration in Aarhus, Denmark in accordance with the Rules of Procedure of the Danish Institute of Arbitration.

 

11.12.       This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this section shall limit or exclude any liability for fraud.

 

11.13.       A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.

 

By agreeing to the Affiliate programme hosted on the Income Access platform for the Company, you warrant and represent that you have read and agreed to the Terms & Conditions of the Affiliate Programme set out by the Company.