VIRGIN BET AFFILIATES PROGRAMME TERMS AND CONDITIONS

 

THESE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE VIRGIN BET AFFILIATES PROGRAMME (THIS “AGREEMENT”) WERE LAST UPDATED ON 29 SEPTEMBER 2020. PLEASE READ THEM CAREFULLY AND, IN PARTICULAR, ENSURE YOU UNDERSTAND AND ARE COMPLIANT WITH YOUR OBLIGATIONS IN CLAUSE 6.

 

If you have any questions, please email affiliates@virginbet.com.

 

1.      INTRODUCTION

 

1.1.    This Agreement is between you (referred to as the “Affiliate”) and Virgin Bet Limited, a company registered in Gibraltar with registration number 118415 with its principal place of business at Suite 2, Floor 2, Waterport Place, Gibraltar, GX11 1AA (“Virgin Bet”).

 

2.      DEFINITIONS AND INTERPRETATION

 

2.1.    Capitalised words and expressions in this Agreement shall have the meanings set out below:

 

Affiliate                      Revenue Share

means the percentage of Net Gaming Revenue payable to the Affiliate, as such percentage is set out in Schedule 1 (or as otherwise notified in writing to the Affiliate by Virgin Bet).

Affiliate Website

means any Website(s) that are operated by or on behalf of the Affiliate and which Virgin Bet approves in writing for use by the Affiliate in the Virgin Bet Affiliates Programme from time to time (including as part of the Affiliate’s application to participate in the Virgin Bet Affiliates Programme).

Applicable Laws

means all applicable laws (including all Data Protection Laws), orders, regulations, legal requirements, codes (including all applicable codes, regulations and standards of all Gaming Authorities) in force in any relevant territory from time to time.

Bet

means each Stake placed by a Player using the Player’s account on any contingency or event (including sports events) (but excluding Games) as made available on the relevant Brand Website that has been recorded in that Player’s account.


 

by Virgin Bet with a unique transaction code.

“Bet Winnings

means the amount of money credited to a Player’s account when a Bet placed by that Player wins and is Settled in that Player’s favour.

Brand Guidelines

means any guidelines and parameters for use of the Brand Marks, use of Promotional Content and references to the Brand Websites that may be provided to the Affiliate by Virgin Bet from time to time.

Brand Marks

means the trade marks and logos of the Brand Websites, including those set out in Schedule 4.

Brand Website

means each of the Websites set out in clause 3.1 of this Agreement and any changes to such list as notified by Virgin Bet to the Affiliate from time to time (including any device specific versions of such Brand Website and any native applications related to such Brand Website).

 

Charitable Donation

means a charitable donation made to GambleAware or another suitable charity by, or on behalf of, Virgin Bet at 0.15% of Gross Win at the end of each month (or a pro- rated amount thereof).

Commencement Date

means the date on which acceptance of the Affiliate’s application to join the Virgin Bet Affiliates Programme is notified to the Affiliate by Virgin Bet.

Commission

has the meaning set out in clause 5.1.

Confidential Information

means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or its business and made available or provided by or on behalf of the disclosing party to the recipient party before, on and/or after the Commencement Date and all analyses and other documents prepared by or for the recipient party which contain or otherwise reflect any such information. It includes Player Data, the terms of this Agreement and information relating to:

 

(i)   any and all Intellectual Property Rights;

 

(ii)         proprietary technology and products (including inventions whether patentable or not), including technical data, data record layouts, trade secrets, know-how, research, prototypes, improvements, plans, designs, requirements, architecture, structures, models, methods, processes, product plans, databases and database tables, ideas or concepts, products, services, software, inventions, techniques, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering and hardware configuration information; and

 

(iii)      business or financial statements and projections, product pricing and marketing, financial or other strategic business plans, subscriber numbers and forecasts, content providers identity and business models.

Controller

has the meaning given to it in applicable Data Protection Laws.


Cost Per Acquisition

means the set fee for each new Player, as such fee is set out at Schedule 1 (or as otherwise notified to the Affiliate in writing by Virgin Bet from time to time).

Data                   Protection Laws

means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018, the Directive on Privacy and Electronic Communications 2002/58/EC, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), approved codes of conduct or approved certification mechanisms issues by any relevant regulatory authority, and all other Applicable Laws and regulations relating to the Processing of Personal Data and/or privacy (including the privacy of electronic communications) in effect in any relevant territory from time to time, in each case as updated, amended, replaced or superseded from time to time. In respect of the territory of the UK, Data Protection Laws include the Regulation of Investigatory Powers Act 2000 and the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699).

Finance Fees

means fees and costs (or pro-rated amounts thereof) associated with processing payments made or requested by Players and/or collecting revenue from Players, including:

 

(i)    credit/debit card, eWallet, BACS and bank transaction fees on deposits, withdrawals and the payment of Bet Winnings and Wager Winnings;

 

(ii)       “chargebacks”, meaning the cost of deposits or wagers made by Players on a credit/debit card which are later refunded (at the Players’, the credit/debit card issuer’s or Virgin Bet’ request) onto the Players’ credit/debit card, including any additional so-called chargeback fees levied by credit/debit card companies for such credit reversal; and

 

(iii)   “Know Your Customer” verification fees.

Free Bet Token

means a token awarded to a Player by the relevant Brand Website as a reward or promotional bonus that may be used by that Player to place a Bet of the same value as the token (subject to any exclusions and restrictions applied by the relevant Brand Website), the amount of which token cannot be withdrawn by that Player as cash and which will not be returned to that Player as a Stake in the event the Bet placed using the token wins.

 

Games

means a selection of virtual sports, bingo, slots, instant win and casino games and such other games that Virgin Bet may elect to make available on the relevant Brand Website from time to time (including any third party games that Virgin Bet may so elect).

 Gaming Approvals

means any and all required approvals, authorisations, licences, transactional waivers, permits, consents, findings of suitability, registrations, clearances, exemptions and waivers of or from any Gaming Authority, including those relating to the offering or conduct of gaming and gambling activities.

Gaming Authority

means collectively, those international, federal, state, local, foreign and other governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) gaming or gaming activities, of Virgin Bet and/or any Virgin Bet Group Company from time to time.

Good                       Industry Practice

means all reasonable care, skill and diligence as may be expected of appropriately qualified and experienced persons with appropriate skill and experience in providing services of a similar scope, type and nature to the Services.

Gross                        Betting Revenue

means Stakes (excluding Free Bet Tokens) less Bet Winnings and less any Player Incentive Funding.

 

Gross Win

means House Win less any Player Incentive Funding.

Group Company

means in relation to any party, any subsidiary or holding company of such party, or any subsidiary of such holding company, or any other entity controlling or controlled by such party from time to time (and “Group Companies” shall be construed accordingly).

House Win

means all monies paid by Players to Wager on Games on the relevant Brand Website less any Wager Winnings.

Intellectual                      Property Rights

means patents (including patents for software and business methods), rights to inventions, utility models and petty patents, trade marks, service marks, rights in get-up or trade dress, rights to goodwill or to sue for passing off or unfair competition, design rights, copyright and related and/or neighbouring rights, moral rights, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets), trade, business and company names, domain names, and other intellectual property rights, in each case whether registerable, registered or unregistered, and including all applications and rights to apply for and be granted, all extensions and/or renewals of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence     Fees                  and Gaming Taxes

means a sum equal to the total of:

 

(i) any gaming licence fees payable to any applicable authority (or a pro-rated amount thereof) from time to


 

time; and

 

(ii) the amount of any gross profits or gaming tax or regulatory fees paid or payable by Virgin Bet or any Virgin Bet Group Company to any regulatory or tax authorities (or a pro-rated amount thereof) in any territory from time to time.

Link

means a hyperlink (whether in the form of a text link, a graphical banner or otherwise) that incorporates a tracking code and which is placed on the Affiliate Website or within Promotional Content that, when clicked on, serves the relevant Brand Website to the end user’s browser, which hyperlink is either: (i) provided or made available to the Affiliate (and not subsequently withdrawn) by or on behalf of Virgin Bet; or (ii) created by or on behalf of the Affiliate and approved by Virgin Bet in writing in advance.

Marketing Channel

means each of the channels by which Affiliate distributes or makes available Promotional Content to end users from time to time (including via website publication, email, mobile applications, SMS, push notification, social media and/or any other media (online or offline)), provided that in respect of email, SMS, push notification and social media: (i) the relevant channel has been approved by Virgin Bet in writing in advance; and (ii) each use of each relevant channel by that Affiliate has been reviewed and approved in writing by Virgin Bet in advance.

Model Clauses

means the standard contractual clauses annexed to the EU Commission Decision 2010/87/EU of 5 February 2010 for the transfer of personal data to processors established in third countries (and any successor clauses).

Net Gaming Revenue

means Gross Betting Revenue and/or Gross Win less:

 

i.   Finance Fees;

 

ii.   Licence Fees and Gaming Taxes;

 

iii.   any Third Party Licence Fees;

 

iv.   the Charitable Donation allocation;

 

v.   any Third Party Platform Fees;

 

vi.    operating costs (including costs relating to third party service providers and administration fees) (or pro-rated amounts thereof) of the Brand Websites; and

 

vii.    all payments made by and revenues associated with any Player that at any time makes an invalid, criminal, fraudulent or disputed payment (including to where a card company or the paying bank has claimed payment back from Virgin Bet or where a Player claims payment back because of non-performance) or a payment which is refunded due to responsible gaming or any regulatory reason or requirement (or pro-rated amounts thereof).

Personal Data

means any information relating to an identified or an


 

identifiable natural person (data subject) being one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity, or as otherwise defined under applicable Data Protection Laws.

Player

means a new player who has successfully opened an account on a Brand Website and which player: (i) commences his or her application for such account directly from a Valid Click; (ii) has met the applicable minimum deposit requirements relating to each Brand Website as set out at Schedule 2; and (iii) has met the applicable betting and/or wagering requirements relating to each Brand Website as set out at Schedule 2.

 

Player Data

means any and all information and data (including Personal Data) relating to Players and their activity on the Brand Websites, including: names, postal addresses, telephone numbers, email addresses or other contact details, usernames, chat names and marketing permissions.

Player                      Incentive Funding

means any funds (or pro-rated amounts thereof) added to Players’ accounts, excluding Bet Winnings and Wager Winnings, to incentivise Players to increase their deposits and/or turnover (including bonus money, cash and any loyalty or reward points).

Process                  or Processing

means accessing, collecting, obtaining, recording, holding, disclosing, using, altering, deleting, erasing or destroying Personal Data, or carrying out any operation(s) on the Personal Data or as otherwise defined under applicable Data Protection Laws.

Prohibited Material

means: (i) pornography (including child pornography or illegal sexual acts) and explicit content; (ii) material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any illegal activities; (iii) material that is defamatory, libellous, unlawful or otherwise objectionable; (iv) content that infringes or allegedly infringes the Intellectual Property Rights of Virgin Bet and/or any Virgin Bet Group Company, its licensors or any third party; (v) viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; and/or (vi) content that does not comply with the laws, regulations, codes, guidance, conditions and rules set out in clauses 6.3.1 to 6.3.6.

Prohibited Terms

means the domain names, trade marks and other terms set out at Schedule 3, together with any brand name, game name or other trade mark or service mark (whether registered or not) that may from time to time vest in Virgin Bet and/or any Virgin Bet Group Company or their licensors (other than the Brand Marks), including the Games.

Promotional Content

means all content promoting the Brand Websites to Players and potential Players that is: (i) made available to the Affiliate (and not subsequently withdrawn) by or on behalf of Virgin Bet; and (ii) created by or on behalf of the


 

Affiliate, provided such content is approved by Virgin Bet in writing in advance.

Referral Commission

has the meaning set out in clause 5.3.

Security Incident

means any unauthorised acquisition, access, use or disclosure of Virgin Bet Personal Data.

Services

the marketing and promotion of the Brand Website using the Promotional Content via the Marketing Channel in accordance with this Agreement and otherwise the fulfilment of the Affiliate’s obligations hereunder.

Settle

means the outcome of any Bet or Wager, including (if applicable) Virgin Bet paying any Bet Winnings and/or Wager Winnings to a Player’s account balance if a Bet or Wager settles in that Player’s favour. The term “Settled” shall be construed accordingly.

Stake

means the amount of money used by a Player to place a Bet via that Player’s account. For the avoidance of doubt, any Bet placed using a Free Bet Token shall not be deemed to be a Stake.

 

Sub-Affiliate

has the meaning set out in clause 5.3.

Term

means the term of this Agreement as set out in clause 13.1.

Third Party Licence Fees

means any and all costs payable to third parties for the use of their Intellectual Property Rights in the Brand Website, the underlying Virgin Bet proprietary system and/or any of the Games from time to time (or pro-rated amounts thereof).

Third Party Platform Fees

means the fees paid (or a pro-rated amount thereof) by Virgin Bet to a third party platform operator (including any social media platform operator from time to time) for it to host, make available or permit access to Games on or through such platform.

Unsuitable

means when the Affiliate (or an Affiliate Group Company):

 

i.    is denied or disqualified from eligibility for any Gaming Approval or determined by a Gaming Authority to be unsuitable to be affiliated, associated or connected with any entity that holds a Gaming Approval;

 

ii.          has an affiliation, association, connection or relationship with a third party which causes Virgin Bet (or a Virgin Bet Group Company) to lose or have suspended, revoked, not renewed or denied, or be threatened by any Gaming Authority with the loss, suspension, revocation, non-renewal or denial of, a Gaming Approval;

 

iii.     in the reasonable opinion of Virgin Bet, is likely to preclude or materially delay, impede or impair, or jeopardize or threaten the loss, suspension, revocation, non-renewal or denial of a Gaming Approval of Virgin Bet (or a Virgin Bet Group Company) or any such entity’s application for, or right to the use of, entitlement to or ability to obtain or retain any Gaming Approval required

for the operation of its business in any jurisdiction from


 

time to time; or

 

iv.   commits any breach of clause 14; or

 

v.   acts in a manner which is inconsistent with any Gaming Approval or any requirements, standards, instructions or conditions of any Gaming Authority, it being agreed that the Affiliate shall be capable of being Unsuitable as a result of actions and/or omissions of its officers, directors, employees, agents, members or those of any Group Company of the Affiliate or any Sub-Affiliate.

Valid Click

means a click by an end user on a Link that results in the Brand Website being viewable to such end user, as recorded by Virgin Bet’ systems.

“Virgin Bet Personal Data”

has the meaning given to it in clause 15.

“Virgin Bet         Affiliates Programme”

means the affiliate programme operated by or on behalf of Virgin Bet in relation to the Branded Websites, accessible via the Virgin Bet Affiliates Website.

Virgin Bet         Affiliates Website

means the Website that is operated and controlled by, or on behalf of, Virgin Bet  and  which is  currently located  at www.virginbetaffiliates.com (including any device specific versions and any native applications of the same).

.

“Wager”

means the money used by a Player to play a Virgin Bet Game via that Player’s account.

Wager Winnings

means (i) any sums paid to Players by way of cash prizes that such Players have won when playing Games; and (ii) contributions booked in accordance with generally accepted accounting principles towards a progressive jackpot or similar product irrespective of when such jackpot is actually paid out (the cost of progressive jackpots and similar products being spread across all affiliates evenly on the Virgin Bet Affiliates Programme).

“Website”

means a website, including any device specific versions of such website and any native applications related to such website.

 

2.2.     In this Agreement (except where the context otherwise requires):

 

2.2.1.    any reference to a “subsidiary” or “holding company” is to be construed in accordance with section 1159 of the Companies Act 2006;

 

2.2.2.    any reference to a “party” means a party to this Agreement and includes its permitted assignees and/or the respective successors in title to substantially the whole of its undertaking;

 

2.2.3.    any reference to a “person” includes any person, individual, company, firm, corporation, association, organisation, foundation, trust, government, state or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

 

2.2.4.    any reference to a statute, statutory instrument, rule or regulation or any of its provisions is to be construed as a reference to that statute, statutory instrument, rule or regulation or such provision as the same may have been or may from time to time hereafter be amended or re-enacted;

 

2.2.5.    a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;


2.2.6.    words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;

 

2.2.7.    any reference to recitals, clauses, paragraphs or schedules is to recitals, clauses or paragraphs of or schedules to this Agreement;

 

2.2.8.    any reference to “control” is to be construed in accordance with section 416 of the Income and Corporation Taxes Act 1988 (and “controlling” and “controlled” shall be construed accordingly);

 

2.2.9.    any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

 

2.2.10.     any reference to “writing” includes any methods of representing words in a legible form including writing on an electronic or visual display screen, such as email (and “written” shall be construed accordingly);

 

2.2.11.     the clause headings are included for convenience only and shall not affect the interpretation of this Agreement; and

 

2.2.12.     a reference to any website or webpage at a specified URL includes a reference to such website or webpage at any amended, updated or replacement URL from time to time.

 

2.3.    Any schedules form part of the operative provisions of this Agreement and shall have effect as if set out in full in the body of this Agreement and any references to this Agreement shall, unless the context requires otherwise, include the schedules.

 

3.      APPLICATION TO VIRGIN BET AFFILIATES PROGRAMME

 

3.1.    If Virgin Bet accepts the Affiliate into the Virgin Bet Affiliates Programme, this Agreement shall cover the Brand Website(s) as set out below only as applicable to the Affiliate:

 

Brand Websites

www.virginbet.com

 

3.2.    Virgin Bet may notify the Affiliate about further information or criteria that may be required from the Affiliate for it to be accepted into the Virgin Bet Affiliates Programme, and the Affiliate shall provide such further information and/or fulfil such criteria if it wishes to be accepted into the Virgin Bet Affiliates Programme.

 

3.3.    Virgin Bet will review the Affiliate’s application to participate in the Virgin Bet  Affiliates Programme and may, in its sole discretion, accept or reject such application. Without limiting the generality of the foregoing, Virgin Bet may reject the Affiliate’s application if the Affiliate Website and/or any domain name or sub-domain owned or controlled by the Affiliate (whether used or intended to be used for the provision of the Affiliate Website or otherwise), and/or the Affiliates marketing activities or practices generate any content that: (i) contains any Prohibited Material; (ii) consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms; and/or (iii) appears to have been registered in bad faith. For the Affiliate to be accepted into the Virgin Bet Affiliates Programme, Virgin Bet may require that the Affiliate removes the foregoing material, and/or either transfers to Virgin Bet and/or a Virgin Bet Group Company or their licensors or (in Virgin Bet’ or such licensors’ sole discretion) deletes/removes any such domain name, sub- domain or content. The Affiliate shall inform Virgin Bet about any such domain name, sub-domain or content owned by the Affiliate or under its control at the time the Affiliate makes its application to participate in the Virgin Bet Affiliates Programme.

 

3.4.    Virgin Bet may change this Agreement and add to, change, suspend or discontinue any aspect of the Virgin Bet Affiliates Programme at any time. Virgin Bet recommends that the Affiliate checks this Agreement for changes regularly. Virgin Bet shall publish the date on which any changes to this Agreement are made in clause 18. The Affiliate’s continued use of the Virgin Bet Affiliates Programme following any change in this Agreement will constitute binding acceptance of such changes. If the Affiliate does not agree to any such changes, either party may terminate this Agreement pursuant to clauses 13.1, 13.1.2 or 13.3 as appropriate.

 

3.5.    The Affiliate acknowledges that regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not apply to this Agreement.

 

4.      SERVICES

 

4.1.    Subject to the Affiliate’s compliance with this Agreement and Virgin Bet’ acceptance of the Affiliate into the Virgin Bet Affiliates Programme, Virgin Bet grants to the Affiliate a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty free licence, during the Term, to promote the Brand Websites and/or the Virgin Bet Affiliates Programme using the Links, Brand Marks and Promotional Content via the Marketing Channels, in each case solely in the manner directed or approved by Virgin Bet and in accordance with all Applicable Laws, any and all Brand Guidelines, and this Agreement, and solely for the purposes of referring the Affiliate’s end users to the Brand Websites.

 

4.2.    The Affiliate shall ensure that it shall only use and place on Affiliate Websites the most up-to-date Links, Brand Marks and Promotional Content made available or approved in writing by Virgin Bet from time to time.

 

4.3.    If Virgin Bet requests any change to the Affiliate’s use and positioning of the Links, Brand Marks and/or Promotional Content and/or Marketing Channels from time to time, the Affiliate shall promptly comply with such request.

 

4.4.    The Affiliate agrees to comply with all reasonable instructions and policies provided by Virgin Bet in relation to its activities in marketing and promoting the Brand Websites.

 

4.5.    The Affiliate shall promptly provide to Virgin Bet such information as Virgin Bet may reasonably request (i) to enable Virgin Bet to monitor the Affiliate’s compliance with this Agreement and (ii) for regulatory purposes, including as may be requested by Virgin Bet in relation to any reports or information that Virgin Bet may wish or need to provide to any Gaming Authority.

 

5.      COMMISSION

 

5.1.    In consideration for the performance of the Services, and subject to clauses 5.2 and

5.3 and the Affiliate’s compliance with this Agreement, Virgin Bet will pay to the Affiliate:

 

5.1.1.          the Affiliate Revenue Share; and/or

 

5.1.2.          the Cost Per Acquisition; or

 

5.1.3.          if applicable, the Referral Commission (as defined in clause 5.3),

 

(the “Commission”), as such Commission is agreed between the parties as part of the application process or otherwise, provided that the Affiliate shall not be entitled to any Commission after expiry or termination of this Agreement (including any “lifetime revenue share”).


5.2. The Affiliate shall not be entitled to any Commission in respect of any of the Affiliate’s end users that are referred to the Brand Websites having clicked the Links where those end users do not subsequently register as Players of the Brand Websites.

 

5.3.    The Affiliate may not promote the Virgin Bet Affiliates Programme to other potential affiliates by posting on the Affiliate’s Website a hyperlink made available by Virgin Bet for such purpose without Virgin Bet’ prior written approval. Where Virgin Bet provides its written approval to enable the Affiliate to promote the Virgin Bet Affiliates Programme to other potential affiliates, if any person applies to join the Virgin Bet Affiliates Programme directly via any such hyperlink (as recorded by Virgin Bet) and such person is accepted as an affiliate by Virgin Bet (becoming a “Sub-Affiliate”), Virgin Bet shall determine in its sole discretion whether the Affiliate shall be responsible for distributing its Commission to such Sub-Affiliate or, alternatively, whether Virgin Bet shall pay the Sub-Affiliate any commission together with the amount of such commission (the “Referral Commission”). Notwithstanding the foregoing, in no circumstances shall the Affiliate be entitled to any commission paid by Virgin Bet to a Sub-Affiliate in respect of any sub-affiliates successfully referred to the Virgin Bet Affiliates Programme by such Sub-Affiliate.

 

5.4.    If the Affiliate has a negative monthly balance, the Affiliate’s monthly payable balance of the Commission is automatically reset to £0 (or, where applicable, the equivalent in another currency) at the beginning of each calendar month, to ensure that no negative balances are carried forward.

 

5.5.    Virgin Bet shall make available to the Affiliate a monthly statement setting out the Commission payable by Virgin Bet to the Affiliate in accordance with this Agreement.

 

5.6.    Subject to clauses 5.8, 5.9 and 5.12, on or before the 15th of each calendar month, Virgin Bet will pay the Commission due to the Affiliate in respect of the previous calendar month based upon the statement to the Affiliate’s nominated bank account.

 

5.7.    Minimum payment thresholds depend upon the payment method selected by the Affiliate. If the balance of the Commission due to the Affiliate in respect of any calendar month is less than the following payment thresholds, such Commission will be carried over into subsequent months until the thresholds have been reached:

 

5.7.1.          UK Bank Transfer – £25 (or, where applicable, the equivalent in another currency);

 

5.7.2.          International Bank Transfer – £200 (or, where applicable, the equivalent in another currency); and

 

5.7.3.          Neteller – £25 (or, where applicable, the equivalent in another currency).

 

5.8.    Virgin Bet may review the balance of the Commission due to the Affiliate every six

(6) months during the Term. If at any review date the balance of the Affiliate’s account is less than £5 (or, where applicable, the equivalent in another currency), any Commission due to such Affiliate shall, at Virgin Bet’ election, be declared void and the balance of its account in relation to any Commission owed shall be reset to

£0.

 

5.9.    The Commission will be paid in pounds sterling (£) by electronic bank transfer or Neteller in respect of the Brand Website.

 

5.10.      Affiliate shall be entitled but not obliged to charge interest on the overdue amount, from the due date up to the date of actual payment, at the rate of two percent (2%) per annum above the base rate for the time being of Barclays Bank Plc, provided that the Affiliate shall give written notice to Virgin Bet that the amount has not been paid, specifying the total amount of interest owed at the date of the notice and the daily rate at which the interest will continue to accrue, the invoice or invoices to which the interest relates, and the addresses to whom and details of the account to which payment should be made.

 

5.11.      If the Affiliate provides incorrect bank details and a payment is unsuccessful and returned to Virgin Bet by its payment processor, Virgin Bet will investigate and notify the Affiliate and request corrected bank account details. Such unsuccessful payments will only be credited to the Affiliate’s corrected account details once Virgin Bet has been notified by its payment processor that the payment has been successfully retrieved. The bank charges associated with any such error shall be deducted from the Affiliate’s Commission.

 

5.12.      Virgin Bet reserves the right to withhold payment of the Commission to the Affiliate if: (i) it believes or suspects that any transaction or other activity relating to any Link, the Virgin Bet Affiliates Website, the Affiliate Website or any Brand Website is suspicious, fraudulent and/or involves or may involve financial crime or similar activity; (ii) there is a breach or suspected breach of this Agreement by the Affiliate; or (iii) Virgin Bet has reasonable grounds to believe that the relevant services, activities or marketing which would have otherwise resulted in such Commission being payable were carried out in a manner which was not in accordance with legal or regulatory requirements. In such event, Virgin Bet reserves the right to retain indefinitely any revenues relating to that transaction or activity and any other revenues (including the Commission) relating to the Affiliate.

 

5.13.       

 

6.      AFFILIATE OBLIGATIONS

 

6.1.     The Affiliate shall provide the Services in accordance with Good Industry Practice.

 

6.2.    The Affiliate shall check all Promotional Content is compliant with Applicable Laws, the Brand Guidelines, the terms of this Agreement and Virgin Bet’ instructions given from time to time, and shall cooperate fully with Virgin Bet in the case of any investigation or ruling from any regulator, including the Advertising Standards Authority, Information Commissioner’s Office and the UK Gambling Commission.

 

6.3.    Where the Affiliate publishes on any Affiliate Websites any advertising for the Brand Websites which is either: (i) intended to come to the attention of persons in Great Britain; or (ii) likely to come to the attention of such persons, the Affiliate will ensure that such advertising complies with:

 

6.3.1. the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) at: https://www.asa.org.uk/codes-and- rulings/advertising-codes/non-broadcast-code.html including in particular (but without limitation) Section 16 concerned with gambling, and for these purposes, the term 'advertising' shall have the meaning attributed to it by Section 327 of the British Gambling Act 2005;

 

6.3.2. all applicable guidance published by the Committee of Advertising Practice (CAP) and/or the Advertising Standards Authority on the website accessible at https://www.asa.org.uk/ from time to time in relation to the advertising and marketing of gambling;

 

6.3.3. the Gambling Commission of Great Britain’s Licence Conditions and Codes of Practice (LCCP) including in particular (but without limitation) the requirements of: (i) Section 16 of Part 1 (Responsible placement of digital adverts) ensuring advertisements are not placed on websites which provide unauthorised access to copyrighted content; and (ii) Section 5 of Part 2 (Marketing) of the LCCP from time to time;

 

6.3.4. the licensing conditions set out in Section 1 of the UK Gambling Act 2005, being the prevention of gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime, ensuring that gambling is conducted in a fair and open way, and protecting children and other vulnerable persons from being harmed or exploited by gambling;

 

6.3.5. all consumer protection laws; and

 

6.3.6. all applicable laws and regulations related to gambling,

 

in each case as updated, amended, replaced or superseded from time to time.

 

In complying with the above, the Affiliate agrees that its advertising will not target or be likely to appeal to persons aged under 18, feature any persons who are or who appear to be aged under 25, or promote irresponsible, compulsive or addictive forms or modes of gambling and will at all times, if applicable, feature an “18+” logo and a link to such appropriate problem gambling care organisation (such as www.begambleaware.org) as Virgin Bet may require. For the avoidance of doubt, Virgin Bet shall have the right to terminate this Agreement on written notice and without any liability to the Affiliate if, in Virgin Bet’ reasonable opinion, the Affiliate is in breach of the obligations set out in this clause 6.3.

 

6.4.    If, having obtained the prior written approval of Virgin Bet, the Affiliate markets and promotes the Brand Websites via social media, SMS or push notification, the Affiliate shall (and shall procure from any third party that provides such Services on behalf of the Affiliate that it shall):

 

6.4.1.          provide the relevant marketing messages, Links, Brand Marks and/or Promotional Content to Virgin Bet at least two (2) weeks prior to the target send date in the format requested by Virgin Bet to enable Virgin Bet to approve the same;

 

6.4.2.          only send such marketing to its marketing list once Virgin Bet has provided prior written approval of the same on the day before the target send date;

 

6.4.3.          include Virgin Bet on its marketing list and send all such marketing to Virgin Bet each time it uses such marketing;

 

6.4.4.          only send such messages to recipients who have willingly and explicitly consented to receive marketing from the Affiliate in relation to the Brand Websites, in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the recipient at least within the last year;

 

6.4.5.          clearly display a message in each such communication to state who is sending such marketing communications (and confirm they are not being sent by the applicable Brand Websites);

6.4.6.          clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list;

6.4.7.          not send any promotional offers relating to the Virgin Bet Affiliates Website or the Brand Website to recipients under the age of 18;

 

6.4.8.          comply with Data Protection Laws; and

 

6.4.9.          at least once every six months, and in any event on Virgin Bet request, provide written evidence to Virgin Bet of its compliance with this clause 6.4.

 

6.5.    If, having obtained the prior written approval of Virgin Bet, the Affiliate markets and promotes the Brand Websites via email, the Affiliate shall (and shall procure from any third party that provides such Services on behalf of the Affiliate that it shall):

 

6.5.1.          provide the relevant email wording, Links, Brand Marks and/or Promotional Content to Virgin Bet at least two (2) weeks prior to the target send date in the format requested by Virgin Bet to enable Virgin Bet to approve the same;


6.5.2.          only send emails to its marketing list once Virgin Bet has provided prior written approval of the same on the day before the target send date;

 

6.5.3.          include Virgin Bet on its marketing list by copying affiliates@virginbet.com to the relevant email, and send all email marketing to Virgin Bet each time it uses email marketing;

 

6.5.4.          only email recipients who have willingly and explicitly consented (and have not subsequently withdrawn their consent) to receive marketing from the Affiliate in relation to the Brand Websites, in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the recipient at least within the last year;

 

6.5.5.          clearly include the header of the applicable Brand Website in every email (incorporating the relevant Brand Marks);

 

6.5.6.          clearly display a message in the header of each such email to state who is sending such marketing communications (and confirm they are not being sent by the applicable Brand Website);

 

6.5.7.          clearly display an unsubscribe feature in each such email clearly detailing methods of unsubscribing from the mailing list;

 

6.5.8.          perform suppression of all email recipient lists against the suppression software tools of Virgin Bet’ Suppression Provider (as defined below), and in accordance with any Virgin Bet’ instructions, before each send of email marketing, to remove applicable email addresses from its list (and only send emails to such suppressed list);

 

6.5.9.          accept and comply with the terms and conditions of Virgin Bet’ third party suppression software provider as is stipulated by Virgin Bet from time to  time (the “Suppression Provider”), including by:

 

6.5.9.1.   not reverse engineering (whether manually or digitally) supressed lists of emails and other contact details;

 

6.5.9.2.   fully cooperating with the Suppression Provider in connection with carrying out suppression activities for the purposes of this Agreement;

 

6.5.9.3.   not making compilations, deductions or inferences from such suppressed lists or any other information provided by the Suppression Provider;

 

6.5.9.4.   not using any information provided by the Suppression Provider or any suppressed lists for any purpose other than the fulfilment of Virgin Bet’ suppression requirements; and

 

6.5.9.5.   not running any more queries using the Suppression Provider than are necessary to fulfil Virgin Bet’ requirements.

 

6.5.10.     not send any promotional offers relating to the Virgin Bet Affiliates Website or the Brand Websites to recipients under the age of 18;

 

6.5.11.     comply with Data Protection Laws; and

 

6.5.12.     at least once every six months, and in any event on Virgin Bet request, provide written evidence to Virgin Bet of its compliance with this clause 6.5.

 

6.6.    If the Affiliate uses any social media platform to market and promote the Brand Websites, the Affiliate shall (and shall procure from any third party that provides


such Services on behalf of the Affiliate that it shall) fully comply with such social media platform’s terms and conditions (as may be updated from time to time).

 

6.7.    If the Affiliate is conducting search-based activity it shall implement the industry wide negative keyword list

 

6.8.    If any form of spam is sent (or alleged to have been sent) by or on behalf of the Affiliate, Virgin Bet may, at its sole discretion, terminate this Agreement (and all other agreements with such Affiliate) immediately on written notice to the Affiliate and withhold all funds then due. Virgin Bet may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at Virgin Bet’ sole discretion, be deducted from the Commission from time to time. Should these expenses not be covered by the Commission, the Affiliate hereby agrees to indemnify and hold harmless Virgin Bet and all Virgin Bet Group Companies from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against Virgin Bet or Virgin Bet Group Company due to or in connection with any breach by the Affiliate of this clause 6.86.6.

6.9.    The Affiliate shall not provide the information of another person with the intention of impersonating that person or deceiving Virgin Bet as to its true identity.

 

6.10.                        Without prejudice to clause 6.9, the Affiliate shall meet and maintain all Player registration requirements relating to the Brand Website (including that the Affiliate must be at least 18 years of age to register as a Player of the Brand Website).

 

6.11.      The Affiliate shall be subject to due diligence and PEPS/sanction checks and where possible and where relevant, the Affiliate shall conduct KYC checks.

 

6.12.      This Agreement is for commercial use only, and neither the Affiliate nor its employees, or their family members, friends or associates may make purchases, directly or indirectly, through the Links for its or their own personal use or to fraudulently increase the Commission or for other fraudulent purposes, for example by registering as Players of the Affiliates.

 

6.13.      Affiliates will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage to Virgin Bet. Virgin Bet reserves the right to retain indefinitely any amounts due to the Affiliate under this Agreement if it has reasonable cause to believe that such traffic has been caused by or as a result of an act or omission of the Affiliate.

 

6.14.      Affiliate shall share all responsible gambling related content on a regular basis, with frequency to be pre-determined with each individual operator with whom that Affiliate has an agreement.

 

7.      AFFILIATE ACCOUNTS

 

7.1.     The Affiliate shall be responsible for:

 

7.1.1. keeping its bank account details up to date for the purpose of receiving any amounts payable to the Affiliate in accordance with this Agreement;

 

7.1.2. keeping its contact details including postal address, telephone number and email address up to date for the purpose of receiving any notification set out in this Agreement; and

 

7.1.3. maintaining the confidentiality of its email, password and all usage and activity on its account, including use of such account by a third party authorised by the Affiliate to use its account.

 

7.2.    The Affiliate shall notify Virgin Bet by email at affiliates@virginbet.com of any known or suspected unauthorised uses of its account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of its email and/or password.

 

7.3.    The Affiliate agrees that Virgin Bet may rely on any data, notice, instruction or request furnished to it by the Affiliate or by a person reasonably believed by Virgin Bet to be authorised to act on the Affiliate’s behalf.

 

7.4.    Affiliate Websites that comprise cashback and incentive Websites are allowed to participate in the Virgin Bet Affiliates Programme provided that: (i) Virgin Bet reserves the right to limit the amount of cashback given away for all Brand


Websites; and (ii) each cashback operator must make Virgin Bet aware of the nature of their Website as part of such operator’s application to join the Virgin Bet Affiliates Programme so that Virgin Bet can evaluate such operators’ possible participation and approve or reject such application accordingly in Virgin Bet’ sole discretion.

 

8.      WARRANTIES

 

8.1.    Each party represents and warrants to the other that it has and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.

 

8.2.    The Affiliate warrants, represents and undertakes (as applicable) on a continuing basis that:

 

8.2.1.          the Affiliate Website, any content thereon, and any domain name or sub- domain associated with the Affiliate Website:

 

8.2.1.1.   is not aimed at, and is not of particular appeal to, people under the age of 18;

 

8.2.1.2.   does not contain any Prohibited Material or (other than as permitted by this Agreement) any Brand Mark or Prohibited Term;

 

8.2.1.3.   does not infringe the rights (including the Intellectual Property Rights) of any third party; and

 

8.2.1.4.   is solely owned and/or controlled by the Affiliate;

 

8.2.2.          it will comply at all times with any and all applicable Brand Guidelines;

8.2.3.          it has obtained and will maintain all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement;

 

8.2.4.          it will not make any application to register any trade or service mark, business name, company name, domain name or sub-domain which consists of, includes or is confusingly similar to any Brand Mark or Prohibited Term;

 

8.2.5.          it will perform its obligations under this Agreement in accordance with Good Industry Practice;

 

8.2.6.          it will not make, and shall procure that none of its employees make, any defamatory or derogatory statements about, or take part in any activities which are or might reasonably be perceived to be derogatory of or detrimental to the reputation of the Brand Websites, Virgin Bet or Virgin Bet Group Companies;

 

8.2.7.          it will comply with all Applicable Laws, including Data Protection Laws, and its obligations set out in clauses 6, 15 and Schedule 6;

 

8.2.8.          it has not violated any Applicable Laws, including laws relating to gaming in the U.S., prior to the date of this Agreement;

 

8.2.9.          no Brand Websites, Brand Marks, Links or Promotional Content shall be directed at or be made available to people under the age of 18 at any time or for any reason during the Term or thereafter, whether through the selection of media or context in which they appear or otherwise;

8.2.10.     it will use best industry practice tools, practices and techniques to ensure that no Brand Websites, Brand Marks, Links or Promotional Content shall

 

8.2.11.     it will use best industry practice tools, practices and techniques to ensure that no Brand Websites, Brand Marks, Links or Promotional Content shall be directed at or be made available to people under the age of 18 at any time or for any reason during the Term or thereafter, taking into account the likely audience of the Affiliate Website and/or the Affiliate’s advertising (including through (a) the selection of media or context for the Affiliate Website in which the Brand Marks, Links and Promotional Content appear; (b) account-related data for the Affiliate Website; (c) the use of filters that, based on interest-based and behavioural factors, remove people aged under the age of 18 from the target audience of the Affiliate Website and to ensure interest-based and behavioural factors direct the Brand Marks, Links and Promotional Content to target audiences of persons above 18 years; (d) the use of secondary filters where the target audience is similar to the restricted audience to account for the fact that some audiences are likely to lie about their age; and (e) where a Marketing Channel is not capable of including a filter, the establishment of a minimum audience share of such advertising of 75% over-18s for general content together with a complete exclusion of media that would appeal to children and/or young people);

 

8.2.12.     it will provide evidence that it has, and has cooperated with Virgin Bet to have, been diligent in forecasting the likely audience of the Marketing Channels and is confident of the likely audience composition ahead of utilising any Marketing Channel and including any Brand Marks, Links and Promotional Content in its advertising of the Brand Websites;

 

8.2.13.     it will notify Virgin Bet promptly upon becoming aware that any Brand Marks, Links or Promotional Content has been directed at, or is likely to be directed at, people aged under the age of 18;

 

8.2.14.     it will not intercept or complete any registration form submitted by Players or potential Players to Virgin Bet (and/or any other communications between any such persons and Virgin Bet);

 

8.2.15.     it will not intercept, redirect or otherwise interfere with traffic from any other Virgin Bet affiliate Website; and

 

8.2.16.     all information it submits to Virgin Bet on the application form and in all other communications between the parties is complete and accurate.

 

8.3.    The Virgin Bet Affiliates Website, Brand Marks, Links, Promotional Content and the Brand Websites are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including implied warranties of the ability and fitness for a particular purpose of the Virgin Bet Affiliates Website and the Brand Websites, unless such warranties are legally incapable of exclusion. Virgin Bet does not guarantee: (i) the Virgin Bet Affiliates Website or the Brand Websites will be uninterrupted or error-free; (ii) that defects on or in the Virgin Bet Affiliates Website or the Brand Website will be corrected; (iii) there are no viruses or other harmful components on or in the Virgin Bet Affiliates Website or the Brand Website; (iv) the security methods employed on or in the Virgin Bet Affiliates Website or the Brand Website will be sufficient; (v) any content on the Virgin Bet Affiliates Website or the Brand Websites is correct, accurate, or reliable; or (vi) the Virgin Bet Affiliates Website, Brand Marks, Links, Promotional Content and the Brand Websites will not infringe the Intellectual Property Rights of any third party.

 

9.      INDEMNITY

 

9.1.    Without prejudice to Virgin Bet’ other rights or remedies under this Agreement, the Affiliate shall fully indemnify and hold harmless Virgin Bet and Virgin Bet Group Companies, affiliates, employees, officers and directors (collectively, these are referred to in clauses 9 as “Associates”) from and against all losses, demands, fines or penalties (including any fine or penalty imposed by a Gaming Authority), damages, costs, expenses (including reasonable legal costs and expenses and VAT thereon), liabilities and claims (including any claims from Players) suffered or Incurred, directly or indirectly, by or awarded against Virgin Bet or any of its Associates in consequence of or in connection with :

 

9.1.1.    a breach by the Affiliate of any of the warranties set out in clause 8 (Warranties);

 

9.1.2.    a breach by the Affiliate of clauses 4.1 and/or 6 (Affiliate Obligations);

 

9.1.3.    a breach by the Affiliate of clause 11 (Intellectual Property);

 

9.1.4.    a breach by the Affiliate of clause 15 (Data Protection) or Schedule 6 (Data Processing Terms); or

 

9.1.5.    a breach of any other provision of this Agreement by the Affiliate;

 

9.1.6.    any review, suspension or loss of any of Virgin Bet’ licences, authorisations or permissions arising from the Affiliate’s breach of this Agreement.

9.2.     

 

10.    LIMITATION OF LIABILITY

 

10.1.      Neither Virgin Bet nor any Virgin Bet Group Companies shall be liable to the Affiliate or to any third party in contract, tort (including negligence) or howsoever arising for any:

 

10.1.1.     loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; or

 

10.1.2.     loss of goodwill or reputation; or

 

10.1.3.     indirect or consequential losses suffered or incurred by the Affiliate and arising out of or in connection with this Agreement, even if such loss was reasonably foreseeable or that Virgin Bet or any Virgin Bet Group Companies had been advised of the possibility of the Affiliate incurring it.

 

10.2.      Nothing in this Agreement shall exclude or limit either party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury resulting from its negligence or the negligence of its employees or agents; or (iii) any other matter which cannot be excluded or limited by Applicable Laws.

 

10.3.      The total aggregate liability of Virgin Bet to the Affiliate for loss or damage under or in connection with this Agreement and in connection with any event or connected series of events shall not exceed the greater of (i) total Commission paid to the Affiliate by Virgin Bet in the six (6) months preceding the date on which the liability occurred and (ii) £1,000 (or, where applicable, the equivalent in another currency).

 

10.4.      This clause 10 shall not limit Virgin Bet’ liability to pay any sums properly due and owing to the Affiliate pursuant to clause 5.

 

11.   INTELLECTUAL PROPERTY

 

11.1.      If and to the extent that any Links and/or Promotional Content are created by or on behalf of the Affiliate, the Affiliate hereby irrevocably and  unconditionally assigns to Virgin Bet with full title guarantee all right, title and interest (including Intellectual Property Rights) worldwide in perpetuity in and to such Links and/or Promotional Content without restriction. The Affiliate waives all “moral rights” under the Copyright Designs and Patents Act 1988 in such Links and/or Promotional Content (and all similar or equivalent rights in any jurisdiction), and hereby grants to Virgin Bet all the consents required by Virgin Bet to exploit such Links and Promotional Content, without limitation so far as possible in perpetuity for any purpose. The Affiliate shall only use such Links and Promotional Content for the purpose of fulfilling its obligations hereunder.

11.2.       

11.3.      The Affiliate acknowledges and agrees that, other than in accordance with the licences granted to it pursuant to this clause 11.2:

 

11.3.1.     it neither has nor obtains any right, title or interest in or to any Intellectual Property Rights of Virgin Bet or its licensors (including any such right, title or interest as may exist in the Prohibited Terms, the Links, the Promotional Content and any Player Data); and

 

11.3.2.     all right, title and interest (including goodwill) arising from the Affiliate’s use of any Intellectual Property Rights belonging to Virgin Bet or its licensors will vest in and/or accrue to Virgin Bet or its licensors (as applicable). Virgin Bet or its licensors may, at any time, call for a confirmatory assignment of any such right, title, interest and/or goodwill.

 

11.4.      Virgin Bet and/or its licensors shall, in their absolute discretion, decide what action to take (if any) in respect of any infringement of any Intellectual Property Rights that may from time to time be vested in Virgin Bet and/or any Virgin Bet Group Company and/or their licensors. Virgin Bet and/or its licensors shall have exclusive control over, and conduct of, all claims and proceedings arising out of or in connection with any Intellectual Property Rights, and shall be entitled to retain indefinitely all sums recovered in any action for their own account. The Affiliate shall not make any admissions other than to Virgin Bet and/or its licensors and shall provide Virgin Bet and/or its licensors with all assistance that they may reasonably require in the conduct of any claims or proceedings.

 

11.5.      The provisions of section 30 of the Trade Marks Act 1994 (and any similar or equivalent legislation in any jurisdiction) are expressly excluded.

 

11.6.      Virgin Bet and/or the Virgin Bet Group Companies and their licensors may at any time in their sole discretion, with or without notice to the Affiliate, and with no further liability to the Affiliate:

 

11.6.1.     modify any of the Brand Marks or Brand Websites; and/or

 

11.6.2.     discontinue, withdraw, terminate or cease using any of the Brand Marks or Brand Websites included in the Virgin Bet Affiliates Programme. In such event this Agreement shall automatically terminate in relation to the relevant Brand Mark(s) and/or Brand Website(s).

 

11.7.      The Affiliate agrees to promptly do and/or procure the doing of all things and to sign and execute and/or procure the signing and execution of all such documents and deeds as may be required in order to perfect and protect or enforce any Intellectual Property Rights of Virgin Bet and/or the Virgin Bet Group Companies and/or their licensors, and to ensure that all right, title and interest (including Intellectual Property Rights) that may in this Agreement be expressed to vest in Virgin Bet and/or any of the Virgin Bet Group Companies and/or their licensors shall so vest.

 

11.8.      The Affiliate shall not:

 

11.8.1.     market the Affiliate Website in any way that might compete with Virgin Bet and/or its licensors’ own marketing efforts, unless the Affiliate has received prior written approval from Virgin Bet in such regard. Without limiting the generality of the foregoing, the Affiliate shall not drive pay-per-click traffic to the Virgin Bet Affiliates Website, any Brand Website, the Affiliate Website or any other Website, including via any search engine, directory or online database, by bidding on search terms, key words or other identifiers that consist of, include or are confusingly similar to (i) any of the Brand Marks; and/or (ii) any of the Prohibited Terms;

11.8.2.     use the Brand Marks for any purpose not authorised hereunder, and shall not make any alteration to or modification of any of the Brand Marks without the prior written consent of Virgin Bet and/or its licensors (as applicable).

 

11.8.3.     do, cause or authorise, or omit to be done, anything which in Virgin Bet’ reasonable opinion will or may in any way impair, damage or be detrimental or adversely affect the reputation or goodwill associated with Virgin Bet (or its licensors) or any Virgin Bet Group Companies, or any Intellectual Property Rights vested in Virgin Bet (or its licensors) or any Virgin Bet Group Companies (or any of their respective licensors). The Affiliate shall not use any Intellectual Property Rights of Virgin Bet (or its licensors) or any of the Virgin Bet Group Companies (or any of their respective licensors) in any manner likely to cause harm to the distinctive character or validity of such Intellectual Property Rights.

 

11.8.4.     use misleading Links or Promotional Content or cause any Links to open in an end user’s browser other than as a result of a Valid Click.

 

11.8.5.     apply for, or obtain, registration of any of the Brand Marks or Prohibited Terms for any goods and services anywhere in the world;

 

11.8.6.     apply for, or obtain, registration of any trade mark or service mark anywhere in the world which consists of, includes, or is confusingly similar to any of the Brand Marks or Prohibited Terms;

 

11.8.7.     apply for, or obtain, registration of any domain name or sub-domain anywhere in the world which consists of, includes, or is confusingly similar to any of the Brand Marks or Prohibited Terms;

 

11.8.8.     copy, and shall otherwise ensure that the Affiliate Website does not have the look and feel of, the whole or any part of any of the Brand Websites or the Games; or

 

11.8.9.     place Links, Brand Marks or Promotional Content in newsgroups or unsolicited email.

 

11.9.      The Affiliate shall, immediately upon Virgin Bet’ request and in accordance with Virgin Bet’ instructions, assign and/or transfer to Virgin Bet (and/or its licensors), or delete (in Virgin Bet’ and/or its licensors’ sole discretion), any trade mark, service mark, domain name and or sub-domain registration or application obtained and/or registered and/or applied for in breach of clause 11.7. This obligation shall apply irrespective of whether such trade mark, service mark, domain name and/or sub- domain registration or application was made before, on or after the Commencement Date. Until such time as the trade mark, service mark, domain name and/or sub-domain registration or application has been assigned or transferred to Virgin Bet in accordance with this clause:

 

11.9.1.     Virgin Bet may, in its sole discretion, withhold indefinitely and retain indefinitely any Commission payments that may be due to the Affiliate; and

 

11.9.2.     the Affiliate shall not allow the trade mark, service mark, domain name and/or sub-domain registration or application to lapse.

 

11.10. Except as expressly set out in this Agreement, the Affiliate shall not use in its business (including as, or as part of, its corporate or trading name or logo), or on or in relation to the Affiliate Website, any trade mark or service mark which consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms.

 

12.   CONFIDENTIAL INFORMATION

12.1.      Subject to clause 12.2, each party undertakes that it will not at any time hereafter use, divulge or communicate to any person (except to its professional representatives or advisers and any employees, agents or sub-contractors who need to know such information for the performance of this Agreement and provided that such party shall inform each of them of, and procure their compliance with the terms of this clause 12), the terms of this Agreement or any Confidential Information concerning the other party or any Group Company of  such other party which may have or may in the future come to its knowledge. Neither party shall use any such Confidential Information except for the performance of this Agreement.

 

12.2.      The obligation of confidentiality contained in clause 12.1 shall not apply or (as the case may be) shall cease to apply to Confidential Information which:

 

12.2.1.     at the time of its disclosure by the disclosing party is already in the public domain, or which subsequently enters the public domain, other than by breach of this Agreement by the receiving party;

 

12.2.2.     is already known to the receiving party (as evidenced by written records) at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence;

 

12.2.3.     is at any time after the Commencement Date acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of obligation owed by that third party to the disclosing party;

 

12.2.4.     is required to be disclosed by Applicable Laws or order of a court of competent jurisdiction or government department or agency, provided that prior to such disclosure the receiving party shall, wherever possible and permitted by Applicable Laws, advise the disclosing party of the proposed form of the disclosure;

 

12.2.5.     is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or

 

12.2.6.     the disclosing party informs the receiving party in writing is not Confidential Information.

 

12.3.      Virgin Bet shall be entitled to disclose Confidential Information relating to the Affiliate (which may include contact details and other Personal Data) to its licensors, third party complainants (or their professional advisers) or regulatory authorities if Virgin Bet believes (in its sole discretion), or a third party alleges, that the Affiliate: (i) has infringed the rights of Virgin Bet, its licensors or any third party or has otherwise incorporated any Prohibited Material into the Affiliate Website; (ii) has registered any domain name or sub-domain in bad faith; (iii) is in breach of any Applicable Laws or regulatory requirement; or (iv) has sent or caused to be sent any form of spam.

 

12.4.      Neither party shall make any public announcements with respect to any aspect of this Agreement or its relationship with the other party without the prior written approval of the other party for each announcement.

 

13.   TERM AND TERMINATION

 

13.1.      This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with the terms of this Agreement (the “Term”).

 

13.2.      The Affiliate may terminate this Agreement with respect to any Brand Website for any reason upon 7 days’ prior written notice to Virgin Bet.

13.3.      Virgin Bet may suspend indefinitely or terminate this Agreement with respect to any Brand Website for any reason immediately on written notice to the Affiliate at any time. Notwithstanding the foregoing, where Virgin Bet is unable to contact the Affiliate as a result of its failure to comply with clause 7.1.2, Virgin Bet shall have the right to suspend indefinitely or terminate this Agreement without the need for notice to the Affiliate. In such circumstances, Virgin Bet shall have the right to withhold indefinitely and retain indefinitely any amounts due to such Affiliate for each relevant calendar month with effect from the date of the suspension or termination of the Agreement.

 

13.4.      It is acknowledged, without prejudice to the generality of clause 13.3, that Virgin Bet shall have the right (but not the obligation) to suspend indefinitely or terminate this Agreement or any part of it immediately on written notice to the Affiliate at any time if, for example: (i) Virgin Bet deems the Affiliate, in its reasonable opinion, as not actively promoting the Brand Websites, including by not referring a reasonable number of Players to the Brand Websites, for a period of one (1) month; (ii) Virgin Bet considers that a promotion published or operated by the Affiliate is: (a) harmful, inappropriate or aimed at undesirable countries; or (b) in any way in breach of this Agreement; or (iii) the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam; (iv) the Affiliate sends or causes to be sent (or is alleged to have sent) any marketing without explicit consents from an end user or that is in breach of Data Protection Laws; (v) the Affiliate is in breach of any relevant advertising law, regulation or code of practice (including the UK Code of Non-broadcast, Advertising, Sales Promotion and Direct Marketing and the Gambling Industry Code for Socially Responsible Advertising, if applicable); (v) the Affiliate fails, or in Virgin Bet’ reasonable opinion fails, to comply with any of its obligations under this Agreement; or (vi) the Affiliate fails to comply with clauses 7.1.1 and 7.1.2 for a period of at least three (3) months, as a result of which Virgin Bet is unable to pay the Commission to the Affiliate and/or unable to contact the Affiliate; or (vii) the Affiliate does not log into its Virgin Bet affiliate account or, having logged into such account, elects not to accept any amendments made to this Agreement pursuant to clause 3.4 within one (1) week of the last date that this Agreement was updated. In such circumstances, Virgin Bet shall have the right to withhold indefinitely and retain indefinitely any amounts due to such Affiliate for each relevant calendar month with effect from the date of the suspension or termination of the Agreement and, in relation to clause 13.4(vii), even if the Affiliate subsequently provides Virgin Bet with up to date bank details and/or contact details.

 

13.5.      If Virgin Bet serves notice to terminate this Agreement in accordance with its terms, Virgin Bet shall be entitled to terminate (in such notice or in a separate notice) any or all other affiliate agreements that it has with the Affiliate at the time of termination of this Agreement.

 

13.6.      Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject.

 

13.7.      Upon termination of this Agreement or any part of it: (i) the Affiliate shall no longer be entitled to access the Virgin Bet Affiliates Website or the relevant part of it; (ii) the Affiliate must remove from the Affiliate Website and cease to use and/or distribute (in any way) all relevant Brand Marks and Promotional Content, and disable all relevant Links; (iii) all relevant rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) within 5 days of termination of this Agreement in its entirety, the Affiliate must immediately return to Virgin Bet or (in Virgin Bet’ sole discretion) destroy or permanently delete all the property in the Affiliate’s possession or under its control that either (i) belongs to Virgin Bet, the Virgin Bet Group Companies and/or any of their licensors; and/or (ii) contains any Confidential Information of Virgin Bet.

 

13.8.      After termination, the Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement.

 

13.9.      If Virgin Bet continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

 

13.10. The following clauses of this Agreement shall survive termination of this Agreement: 8, 9, 10, 11.1, 11.2, 11.3, 11.7.3, 12, 13.6, 13.7, 13.8, 13.9, 14, 15, 16, 17, 18, and Schedule 6, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement.

 

14.   REGULATORY MATTERS

 

14.1.      The Affiliate shall provide such information to Virgin Bet as Virgin Bet may reasonably require in order to satisfy any information reporting, disclosure and other related obligations to any Gaming Authority from time to time. The Affiliate shall cooperate with requests, inquiries, investigations and the like of any Gaming Authority in connection with the performance of this Agreement, including the disclosure of information to any Gaming Authority that would otherwise be considered confidential pursuant to clause 12 of this Agreement.

 

14.2.      Insofar as the Affiliate carries out activities pursuant to this Agreement on behalf of Virgin Bet and such activities are subject to any Gaming Approval issued to Virgin Bet from time to time, the Affiliate shall conduct itself as if it was bound by the relevant conditions and the relevant codes of practice to which Virgin Bet is subject pursuant to such Gaming Approval.

 

14.3.      It is acknowledged that Virgin Bet and the Virgin Bet Group Companies conduct business in a highly regulated industry under Gaming Approvals issued by Gaming Authorities. In order to ensure compliance with the requirements of Gaming Authorities and to ensure that Virgin Bet is able to maintain such Gaming Approvals, Virgin Bet may evaluate the suitability of entities with which it does business from time to time. If Virgin Bet, acting in good faith and in accordance with industry practice, determines the Affiliate to be Unsuitable, Virgin Bet may suspend indefinitely or terminate this Agreement immediately by giving written notice to the Affiliate and withhold indefinitely and retain indefinitely any monies then due to the Affiliate.

 

14.4.      No payments or undue financial or other advantage of any kind shall be made by the Affiliate or its personnel, directly or indirectly, to any entity, government, corporation or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business. The Affiliate shall:

 

14.4.1.           comply with all Applicable Laws, statutes and regulations relating to anti- bribery and/or anti-corruption (including, if applicable, the UK’s Bribery Act 2010);

 

14.4.2.           not engage in any activity, practice or conduct which constitutes an offence under any applicable anti-bribery and/or anti-corruption legislation (including acts which would constitute an offence under sections 1, 2 or 6 of the UK’s Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK); and

14.4.3.           notify Virgin Bet immediately if it becomes aware that, or has reason to believe that, it has breached its obligations under this clause 14.

 

14.5.      The Affiliate shall implement effective systems and controls to prevent slavery and human trafficking from affecting any part of its business and supply chain. The Affiliate shall, on demand, provide Virgin Bet with a summary of the steps it takes from time to time to prevent modern slavery and human trafficking (including details of any relevant staff and supplier policies and details of due diligence conducted on suppliers).

 

15.   DATA PROTECTION

 

15.1.      Subject to clause 15.3, each of Virgin Bet and each Affiliate shall be a Controller of Personal Data it Processes and will Process that Personal Data as a separate and independent Controller for the purposes of this Agreement. The parties Process the Personal Data as Controllers in common and not jointly as joint Controllers.

 

15.2.      Subject to clause 15.3, each of Virgin Bet and each Affiliate shall be individually and separately responsible for complying with the obligations that apply to it as a Controller under Data Protection Laws, in particular but without limitation:

 

15.2.1.     ensuring that there is a lawful basis on which to rely to Process such Personal Data; and

 

15.2.2.     ensuring that it keeps Personal Data secure at all times, including by implementing and maintaining at its cost and expense, appropriate technical and organisational measures in relation to such Processing so  as to ensure a level of security appropriate to the risks that are presented by the Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

 

15.3.      Virgin Bet may choose to make available certain Personal Data (which may  include anonymous player ID information) to the Affiliate from time to time for the sole purpose of allowing the Affiliate to verify the Commission paid or payable by Virgin Bet pursuant to clause 5 (“Virgin Bet Personal Data”), In respect of this Virgin Bet Personal Data only, the parties shall be bound by the terms in Schedule 6.

 

16.   MISCELLANEOUS

 

16.1.      Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise any party to act as agent for any other, or create an employee-employer relationship, and no party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way or to hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other unless expressly provided otherwise in this Agreement.

 

16.2.      Unless expressly so agreed, no modification or variation of this Agreement shall constitute or be construed as a general waiver of any provisions of this  Agreement, nor shall it affect any rights, obligations or liabilities under this Agreement which have already accrued up to the date of such modification or waiver, and the rights and obligations of the parties under this Agreement shall remain in full force and effect, except and only to the extent that they are so modified or varied.

 

16.3.      In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

 

16.4.      Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. For the avoidance of doubt, the relevant Virgin Bet Group Company can directly enforce the provisions of clauses 6.8, 8, 9, 11.7.3, 12 and 13.7.

 

16.5.      Notwithstanding the covenants for title made in clause 11.1, the Affiliate shall at the cost and expense of Virgin Bet execute or cause to be executed all such other documents and do or cause to be done all such further acts and things consistent with the terms of this Agreement as Virgin Bet may from time to time reasonably require in order to vest in and secure to Virgin Bet and its successors in title the full benefit of the assets, rights and benefits to be transferred or granted to Virgin Bet under this Agreement and for the protection and enforcement of the same and otherwise to give full effect to the terms of this Agreement.

 

16.6.      This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding (including any Programme Terms to which the Affiliate subscribes and agrees for the purposes of using the Virgin Bet Affiliate Programme in respect of the Brand Websites defined in clause 3.1 of this Agreement (but without prejudice to clause 1.2 of this Agreement)) between the parties (or any of them) in relation to such subject matter. In entering into this Agreement, the parties have not relied on any statement, representation, 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 this 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.

 

16.7.      Save as set out in clause 16.8, the Affiliate shall not without the prior written consent of Virgin Bet assign at law or in equity (including by way of a charge or declaration of trust), sub-license, sub-contract or deal in any other manner with  this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

 

16.8.      Virgin Bet shall be entitled to sub-contract any or all of its obligations and/or sub- license or assign any or all of its rights under this Agreement at any time.

 

16.9.      If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

 

16.10.       Any notice relating to a breach of this Agreement, a claim under clause 9 of this Agreement, or termination of this Agreement, shall be in writing. Virgin Bet’ notice may be validly served if sent by email to the relevant Affiliate email address as the relevant Affiliate may designate to Virgin Bet in writing from time to time. Any such email notice shall be deemed to have been served at the time of dispatch of such email, i.e. the time when the email enters Virgin Bet information system. For the avoidance of doubt, the parties agree that the provisions of this clause 16.1016.10 shall not apply in relation to the service of any process in any legal action or proceedings arising out of or in connection with this Agreement or the legal relationships established by this Agreement.

 

16.11. The Affiliate’s notice or any notice by either party in relation to the service of any process in any legal action or proceedings shall be served by hand, prepaid first class recorded delivery (including special delivery), courier or prepaid first class recorded airmail (a “Posted Notice”) to Virgin Bet’s address as set out above (or, in relation to the service of any process in any legal action or proceedings), the Affiliate’s address as stated in its Virgin Bet Affiliates Programme application) (as applicable). Any notice properly sent or delivered in accordance with the foregoing shall be deemed to have been received: (i) if delivered personally by hand, on the day and at the time of delivery if delivered between 09.00 and 17.00 on any working day and otherwise at 09.00 on the next working day; (ii) if sent by first class recorded delivery (including special delivery), at 09.00 on the 2nd working day after posting; (iii) if sent by prepaid first class recorded airmail, at 09.00 on the 5th working day after posting; and (iv) if sent by courier, at the time of signature on the courier’s receipt if delivered at or before 17.00 on any working and otherwise at 09.00 on the next working day.

 

17.   GOVERNING LAW AND JURISDICTION

 

17.1.      The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability or formation) shall be governed by and construed in accordance with the law of England.

 

17.2.      Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement (including non-contractual disputes or claims) or its enforceability or formation or the legal relationships established by this Agreement and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

 

18.   DATE OF AGREEMENT

 

18.1.      This Agreement was last updated on 29 September 2020 and supersedes any previous agreement.


Brand Website

Cost Per Acquisition

www.virginbet.com

To be confirmed

 

 
SCHEDULE 1 COST PER ACQUISITION

 

 

 

AFFILIATE REVENUE SHARE

 

Brand Website

First Time Depositor Tier

Affiliate Revenue Share

(% of Net Gaming Revenue)

www.virginbet.com

To be confirmed

To be confirmed

 

 

      ADDITIONAL FIXED FEES*

 

Brand Website

Month

Fixed Fee

www.virginbet.com

To be confirmed

To be confirmed

 

 

*Budgets and additional fixed fees stated above may be agreed prior to campaign start and are subject to change.


SCHEDULE 2

 

MINIMUM DEPOSIT AND MINIMUM BETTING REQUIREMENTS

 

Brand Website

Minimum Deposit Requirement

Minimum Betting Requirement

www.virginbet.com - sportsbook

£10

£0.05

 

MINIMUM DEPOSIT AND MINIMUM WAGERING REQUIREMENTS

 

Brand Website

Minimum Deposit Requirement

Minimum Wagering Requirement

www.virginbet.com - casino

£10

£0.01


SCHEDULE 3

 

PROHIBITED TERMS

 

1.      Ad break bingo

104.        jack pot joy bingo

207.        starspins.com

2.      Agatha Christie

105.        jackpot

208.        Streets of Gold

3.      Agatha Christie: Mystery Wilds

106.        jackpot joy

209.        Super Bingo Plus

4.      All Star Family Fortunes

107.        jackpot joy bingo

210.        Superfuntown

5.      Allá Tú

108.        jackpot joy uk

211.        sv.jackpotjoy.com

6.      Anzo

109.        Jackpotfriendzy

212.        Symphonic Delights

7.      Babs

110.        Jackpothotshot

213.        Team Bingo

8.      Banghai

111.        jackpotjoy

214.        Tempio della Fortuna

9.      Bank bonanza

112.        jackpotjoy bingo

215.        The Bee’s Knees

10.   Bet Hotshot

113.        jackpotjoy bingo com

216.        The Great Windini

11.   Bethotshot

114.        jackpotjoy casino

217.        Tiki Island

12.   Bingo Gold

115.        jackpotjoy co uk

218.        TikiIslandJackpot

13.   Bingo Lounge

116.        jackpotjoy co uk

219.        Tiki Island slot

14.   Bingofriendzy

117.        jackpotjoy com

220.        Tiki Island slots

15.   Bingohotshot

118.        jackpotjoy com

221.        Tiki Mahiki

16.   Bingoroyale

119.        jackpotjoy game

222.        Tiki Temple

17.   Bingote

120.        jackpotjoy games

223.        Tiki Totems

18.   Blackjackfriendzy

121.        jackpotjoy se

224.        Tiki’s Catch of the Day

19.   Blackjackhotshot

122.        jackpotjoy uk

225.        Tiki’s Temple

20.   Blotto Lotto

123.        jackpotjoybingo

226.        Tikis Lagune

21.   Bolt Poker

124.        jackpotjoy.com

227.        Tikis Temple

22.   Botemania

125.        jackpotjoy.se

228.        Tiki Templo

23.   Botemania.co.uk

126.        jackpotjoybingo.com

229.        Tornillas y Tuercas

24.   Botemania.es

127.        Jackpotjoyfriendzy

230.        Trading pit

25.   Botemania.eu

128.        Jackpotskoj

231.        Treasures from the Gods

26.   Bright lights and Miami nights

129.        Jalapeño

232.        Triple Win Café

27.   BubblyWild

130.        Jalapeño racers

233.        Tropicana

28.   Bubblaren Jackpot

131.        Jetset rollers

234.        Tropicana Casino

29.   Bubbling Falls

132.        Jin il Panda

235.        Tropicanacasino.com

30.   Bullion bonanza

133.        Jin’s Bouncing Wilds

236.        Twilight Forest

31.   Bunnies and bikes

134.        Jin’s Jungle

237.        Tycoons Schatz

32.   Canal Bingo

135.        Houdini

238.        Vera&John

33.   CanalBingo.es

136.        Joy points

239.        Verajohn.co.uk

34.   Candy Club

137.        jpj

240.        Videopokerfriendzy

35.   Casinofriendzy

138.        jpj bingo

241.        Videopokerhotshot

36.   Casinohotshots

139.        Jungle jump

242.        Virgin Bet

37.   Chasin’ rainbows

140.        King of the Spin

243.        Virgin Bet Affiliates

38.   Chat Mag Bingo

141.        Kompis bingo

244.        virginbet.com

39.   Chatmagbingo.com

142.        La Banza de los Diamantes

245.        virginbetaffiliates.com

40.   Crystal Maze Win Zones

143.        La Corsa del Peperoncino

246.        Virginbet com

41.   Dado and Svitato

144.        La Isla de Tiki

247.        Virgin Bingo

42.   Danza de los Diamantes

145.        La Isla de Tiki Bote

248.        Virgin Casino

43.   deal no deal

146.        Leisure Spin

249.        Virgincasino.com

44.   deal or no deal

147.        Lester Piggott’s Perfect Nine

250.        Virgin Games

45.   Diamantenfieber

148.        LiveScore

251.        Virgingames.com

46.   Diamond Bonanza

149.        LiveScores

252.        Virgin Poker

47.   Diamond Bonanza slot

150.        Lottery Lane

253.        Virgin Slots

48.   Diamond Bonanza slots

151.        Mad Hatter’sT Party

254.        Wild monsters

49.   Diamond Stack

152.        Mice and Dice

255.        Wild prairie

50.   DoubleBubble

153.        Mina de Oro

256.        Wild Seat

51.   DoubleBubbleJackpot

154.        Monopoly Casino

257.        Winfall Wishes

52.   DoubleBubbleTripleJackpot

155.        Monopolycasino.com

258.        Wings of Paradise

53.   Double Bubble

156.        Monopoly City Spins

259.        Winstones

54.   Doubly Bubbly

157.        Monopoly Paradis Mansion

260.        Wonderland

55.   Duble Buble

158.        Monopoly Rising Riches

261.        Wonders of the Deep

56.   Duble Buble Bote

159.        Mythical Masks

262.        Woman Bingo

57.   El Precio Justo Bingo

160.        Nuts & Bolts

263.        Womanbingo.com

58.   El Sueño Americano

161.        Nuts and Bolts

264.        Womans’s Own Bingo

59.   El Templo de la Fortuna

162.        Oi oi oi

265.        Womansown-bingo.co.uk

60.   Entertaining play

163.        Oi oi oi Jackpotjoy

266.        Word Face

61.   Family Bingo

164.        Panda Jin

267.        Wunderland

62.   Fantasyhotshot

165.        Paper Wins

268.        Zen Garden

63.   Festa dei Diamanti

166.        PaperWins

 

64.   Forbidden City

167.        PaperWinsJackpot

 

65.   Forensic Fortune

168.        Paradise party

 

66.   Fortuna der Drache

169.        Peace Love and Fortune

 

67.   Fortune Temple

170.        Pharoah’s Chamber

 

68.   Fortune Temple Slot

171.        Pick Me Up Bingo

 

69.   Fortune Temple Slots

172.        Pickmeupbingo.com

 

70.   Frédéric vs Françoise

173.        Pinups & Payouts

 

71.   Frédéric vs Françoise...in it for the Monet

174.        Pinups and Payouts

 

72.   Friends bingo

175.        Pirates plunder

 

73.   Friendzy

176.        Pokerfriendzy

 

74.   Fun of the Fair

177.        Pokerhotshot

 

75.   Full House Bingo

178.        Profitable play

 

76.   Fullhouse Bingo

179.        Queen of Bingo

 

77.   Fullhousebingo

180.        Queen of the Tree Folk

 

78.   Fun on the Seafront

181.        Rapibingo

 

79.   Gamesys

182.        Ray Gunn Versus Galax E. Greed

 

80.   Gamesys Group Plc

183.        Roxor

 

81.   gamesys.co.uk

184.        Ruleta Esplendida

 

82.   gamesysaffiliates.com

185.        Rush Trader

 

83.   Gluckstempel

186.        Sagolandet

 

84.   Godfather Capos Foes

187.        Salta en la Jungla

 

85.   Goldgrube

188.        Sapphire Sorceress

 

86.   Goldspule

189.        Scratchcard Shop

 

87.   Grab Fun By The Balls

190.        Search for the Phoenix

 

88.   Hambette

191.        Secret Trader

 

89.   Heart

192.        Secrets of the Phoenix

 

90.   Heart Bingo

193.        Sfida per il Monet

 

91.   Heartbingo.co.uk

194.        Shots

 

92.   Here be monsters

195.        Show us your balls

 

93.   Hilo trader

196.        Sky Dogs

 

94.   Horoscope Heroes

197.        Slotsfriendzy

 

95.   Hotshot

198.        Slotshotshot

 

96.   Hotshottrader

199.        Spinning dragons

 

97.   Houdini

200.        Spinning for gold

 

98.   Houdini slot

201.        Sportsbethotshot

 

99.   Houdini slots

202.        Squirrel Warriors

 

100. In it for the Monet

203.        Star of Joy

 

101. InterCasino

204.        Star Spins

 

102. Intercasino.co.uk

205.        Stars and bikes

 

103. Iwi

206.        Starspins

 

 

 

 

Any reference to any domain in this Schedule 3 includes any website having the same name but different generic top-level domain.

 

 


SCHEDULE 4 BRAND MARKS

 

 

VIRGIN BET

 

 


SCHEDULE 6

 

DATA PROCESSING TERMS

 

In these Data Processing Terms, “Virgin Bet” means, as applicable, any relevant Group Company (as defined in the Services Agreement) of Virgin Bet Limited that uses the services provided by Service Provider, each as a Controller in accordance with Data Protection Laws for the purposes of the Services Agreement and this Agreement.

 

1.                PROCESSING

 

1.1                   Data Processor. In respect of the Virgin Bet Personal Data only, the Affiliate is a data processor (or sub-processor) acting on Virgin Bet’s behalf. As data processor (or sub- processor), the Affiliate will only act upon Virgin Bet’s instructions as set out in this Agreement and otherwise as provided in writing by Virgin Bet to the Affiliate from time to time. Virgin Bet Personal Data will be used in accordance with and for the purposes set out in the documented instructions and only as necessary to verify Commission paid or payable by Virgin Bet pursuant to clause 5. If the Affiliate is ever unsure as to the parameters of the instructions issued by Virgin Bet it will, as soon as reasonably practicable, revert to Virgin Bet for the purpose of seeking clarification or further instructions.

 

1.2                   Nature, Purpose and Duration of Data Processing. The scope and purpose and duration of Personal Data and Processing (including the type of Personal Data and categories of data subject) covered by this Agreement is set out in Annex A.

 

1.3                   Compliance with Data Protection Laws. The Affiliate shall:

 

1.3.1                  have in place a data protection officer where required by applicable Data Protection Laws. The contact details are set out in Annex A.

 

1.3.2                  comply with and Process all Virgin Bet Personal Data in accordance with applicable Data Protection Laws; and

 

1.3.3                  promptly notify Virgin Bet about any circumstance where it is unable to comply with the Data Protection Laws or any actual or potential changes to the Data Protection Laws, which affect the Affiliate’s ability to comply with its obligations under this Agreement. Where the Affiliate is subject to any changes or circumstances under this clause, Virgin Bet will have the right to suspend the Processing until such time as the Processing is adjusted in such a manner that the non-compliance is remedied. To the extent such adjustment is not possible, Virgin Bet shall have the right to terminate the relevant part of the Processing by the Affiliate.

 

1.4                   Co-operation. The Affiliate shall co-operate and assist Virgin Bet with any privacy impact assessments and consultations with (or notifications to) relevant regulators that Virgin Bet considers are relevant pursuant to Data Protection Laws in relation to the Virgin Bet Personal Data.

 

1.5                   Affiliate personnel. The Affiliate personnel will not process Virgin Bet Personal Data without authorisation from Virgin Bet. The Affiliate shall procure that its personnel are obligated to


maintain the security and confidentiality of any Virgin Bet Personal Data as provided in this Agreement and this obligation continues even after their engagement ends.

 

1.6                   Data subject rights. The Affiliate shall promptly forward to Virgin Bet and otherwise co- operate with and assist Virgin Bet at no charge with any requests from data subjects of any Virgin Bet Personal Data pursuant to Data Protection Laws (including the ability to correct, delete, block or port Virgin Bet Personal Data and rights of access and disclosure as set out in clause 2 below).

 

1.7                   Deletion or return of Virgin Bet Personal Data. The Affiliate shall at Virgin Bet’s option,  delete (unless required by applicable law) or return all copies of Virgin Bet Personal Data and cease Processing such Virgin Bet Personal Data after the business purposes for which the Virgin Bet Personal Data was Processed have been fulfilled, or earlier upon Virgin Bet’s written request.

 

1.8                   Records. The Affiliate shall maintain a record of all categories of processing activities carried out on behalf of Virgin Bet which shall be made available to Virgin Bet upon request.

 

2.                DISCLOSURE

 

2.1                   The Affiliate will not disclose Virgin Bet Personal Data outside of the Affiliate except: (i) as Virgin Bet directs (including as permitted under this Agreement); or (ii) as required by law.

 

2.2                   In the event that the Affiliate receives any request for disclosure of (or information in relation to) Virgin Bet Personal Data by a law enforcement person or agency:

 

2.2.1                  the Affiliate will, to the extent allowed by law, including the terms of the third party request itself, at no additional charge: (i) attempt to redirect the law enforcement agency to request that data or information directly from Virgin Bet; (ii) promptly notify Virgin Bet of receipt of the request; and (iii) use commercially reasonable efforts to comply with Virgin Bet’s reasonable requests regarding its efforts to oppose the request. If compelled to disclose Virgin Bet Personal Data to law enforcement, then the Affiliate will promptly notify Virgin Bet and provide a copy of the demand, unless legally prohibited from doing so.

 

2.2.2                  if the Affiliate receives a third party request which is subject to an order not to disclose such request to Virgin Bet, the Affiliate will challenge such order in a court of competent jurisdiction and seek court permission to allow Virgin Bet to intervene in the proceedings. The Affiliate shall conduct the challenge at its own expense.

 

2.2.3                  as part of this effort, the Affiliate may provide Virgin Bet’s basic contact information to the requesting agency.

 

2.3                   In the event that the Affiliate receives any request for disclosure of (or information in relation to) Virgin Bet Personal Data in a circumstance not covered by clause 2.2: (i) the Affiliate shall promptly forward such request to Virgin Bet; and (ii) at no charge, co-operate and assist Virgin Bet with such request where so directed by Virgin Bet (including in relation to requests from data subjects pursuant to Data Protection Laws).


3.                SECURITY

 

3.1                   The Affiliate has implemented and will maintain throughout the term of the Agreement appropriate technical and organisational measures, internal controls and information security routines intended to protect Virgin Bet Personal Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction. These shall at all times be of at least the minimum standard required by Data Protection Laws and further be of a standard no less than the standards compliant with good industry practice for the protection of Personal Data to ensure a level of security for the Virgin Bet Personal Data appropriate to the risk and to assist Virgin Bet in ensuring compliance with the requirements for the security  of processing as set out in Data Protection Laws.

 

3.2                   The Affiliate shall ensure that all Virgin Bet Personal Data is encrypted at all times while in the possession or under the control of the Affiliate.

 

4.                NOTIFICATION AND INCIDENTS

 

4.1                   If the Affiliate becomes aware of or reasonably suspects that any Security Incident has occurred, the Affiliate will without undue delay (and in any event within twenty-four (24) hours):

 

4.1.1                  notify Virgin Bet of the Security Incident;

 

4.1.2                  investigate (including interviewing service personnel) the Security Incident and provide Virgin Bet with detailed information about the Security Incident including making available a suitably senior, appropriately qualified individual to discuss any concerns or questions Virgin Bet may have;

 

4.1.3                  take reasonable steps to mitigate the effects and to minimise any damage resulting from the Security Incident and assist Virgin Bet in remediating or mitigating any potential damage from a Security Incident to the extent that such remediation or mitigation is within the Affiliate’s control as well as reasonable steps to prevent a recurrence of such Security Incident, including interviewing and the possible removal of service personnel from the performance of services for Virgin Bet; and

 

4.1.4                  fully cooperate with Virgin Bet to develop and execute a response plan to address the Security Incident. the Affiliate shall at request of Virgin Bet co-operate in adequately informing the regulatory or individuals involved as so directed by Virgin Bet.

 

5.                SUB-CONTRACTORS

 

5.1                   The Affiliate shall not permit sub-contractors to Process Virgin Bet Personal Data without the prior written approval of Virgin Bet. Those sub-contractors approved as at the commencement of this Agreement are as set out in Annex A. Any changes to the sub-contractors involved in any Processing pursuant to this Agreement (including any change in the scope or nature of the Virgin Bet Personal Data involved or any addition or replacement of sub-contractors approved by Virgin Bet) must be pre-approved in writing by Virgin Bet.


5.2                   Any authorisations by Virgin Bet to use a sub-contractor is on the condition that the Affiliate remains fully liable to Virgin Bet for the sub-contractor’s performance of the contract, as well as for any acts or omissions of the sub-contractor in regard of its Processing of Personal Data.

 

5.3                   The Affiliate shall ensure that sub-contractors shall be contractually bound to the same obligations with respect to the Processing of Virgin Bet Personal Data as to which the Affiliate is bound by this Agreement relating to security and audit and otherwise. The Affiliate shall provide copies of documentation to evidence its compliance with this provision to Virgin Bet on request.

 

6.                TRANSFER OF DATA

 

6.1                   The Affiliate may only transfer Virgin Bet Personal Data in the circumstances set out in clauses 2 and 5 of this Schedule 6. Except as set forth above, or as Virgin Bet may otherwise authorise, the Affiliate will not transfer to any Virgin Bet Personal Data.

 

6.2             Transfers from the EU to countries outside the EEA

 

6.2.1                  the Affiliate (or any sub-contractor) shall only transfer Virgin Bet Personal Data from the EU to a country outside the EEA where Virgin Bet has provided its written approval to such transfer. Approved transfers as at the commencement of this Agreement are set out in Annex A.

 

6.2.2                  Transfers pursuant to clause 6.2.1 shall only be permissible where: (i) the entity receiving the Virgin Bet Personal Data is located in a territory which is subject to a current finding by the European Commission under applicable Data Protection Laws that it provides adequate protection for Personal Data; (ii) the Affiliate and the entity receiving the Virgin Bet Personal Data has entered into the Model Clauses or is subject to an alternative mechanism approved by relevant authorities pursuant to Data Protection Laws (e.g. Binding Corporate Rules) to the extent that such Model Clauses or other mechanism continue to be recognised and accepted by the relevant authorities as a legitimate basis for transfer of Personal Data; or (iii) the necessary statutory approvals required to be obtained by the Affiliate (or sub- contractor) as a data processor (or sub-processor), if any, have all been obtained to enable the transfer of Personal Data.

 

6.2.3                  Where Virgin Bet (as opposed to the Affiliate or sub-contractor) is the exporting entity, the Affiliate shall procure that the entity receiving the Virgin Bet Personal  Data pursuant to this clause 6.2, enters into Model Clauses with Virgin Bet (or such other mechanism as Virgin Bet shall elect) prior to any such transfer taking place. Where the Affiliate is itself the importing entity receiving the Virgin Bet Personal Data, it shall itself enter into the Model Clauses with Virgin Bet (or such other mechanism) under this clause.

 

6.3             Other transfers out of originating country


6.3.1                  To the extent that any Processing of Virgin Bet Personal Data by the Affiliate (or sub-contractor) pursuant to this Agreement may involve the transfer of such Virgin Bet Personal Data out of the country in which it is held and such transfer is not covered by clause 6.2, the Affiliate (or any sub-contractor) shall only transfer that Virgin Bet Personal Data where Virgin Bet has provided its written consent to such transfer.

 

6.3.2                  Transfers pursuant to clause 6.3.1 shall only be permissible where any measures required under Data Protection Laws are in place and remain valid.

 

7.                AUDIT

 

7.1                   Subject to reasonable written advance notice, the Affiliate shall permit Virgin Bet and/or a qualified representative (subject to reasonable and appropriate confidentiality undertakings) to conduct during normal working hours periodic security scans and audits of the Affiliate’s (or its sub-contractors') systems and processes in relation to Virgin Bet Personal Data and shall comply with all reasonable requests or directions by Virgin Bet to verify and/or procure that the Affiliate is in full compliance with its obligations under this ScheduleThe Affiliate shall promptly resolve, at its own expense, all security issues discovered by Virgin Bet and reported to the Affiliate.

 

7.2                   Virgin Bet shall have the right following any such audit to request additional safeguards, establish back-up security for Virgin Bet Personal Data and keep back-up Virgin Bet Personal Data and Virgin Bet Personal Data files in the Affiliate's (or its sub-contractors) possession. The parties shall agree on the additional safeguards to be implemented, if any.]

 

8.                WARRANTIES

 

8.1                   The Affiliate warrants, represents and undertakes (as applicable) that:

 

8.1.1                  the Processing of Virgin Bet Personal Data described in or contemplated by this Agreement shall not cause Virgin Bet or require any person to be in breach of the Data Protection Laws;

 

8.1.2                  the Processing of Virgin Bet Personal Data by the Affiliate in accordance with the written instructions from time to time of Virgin Bet shall not cause Virgin Bet or require any person to be in breach of the Data Protection Laws;

 

8.1.3                  any Virgin Bet Personal Data it holds shall be made available to Virgin Bet immediately upon request from Virgin Bet without hindrance or delay;

 

8.1.4                  it shall allow Virgin Bet unrestricted access to the Virgin Bet Personal Data for any lawful purpose requested by Virgin Bet.


ANNEX A

 

Subject Matter, Nature and Purpose of Processing

The Affiliate is permitted only to access and view Virgin Bet Personal Data, and only as, and for as long as, necessary to verify Commission paid or payable by Virgin Bet pursuant to clause 5.

Duration

See “Term”

Personal Data

See “Virgin Bet Personal Data”

Data Subjects

See “Player”

Specific Restrictions

N/A

Processor DPO

N/A

Permitted Subcontractors and Transfers

Name

Services

Location/Transfers

Mechanism

N/A

N/A

N/A

N/A