Broadway Group

Affiliate Program

(?Affiliate Program?)

The following are the terms of agreement (?Agreement?) of the Affiliate Program between Proton Trading Services Corporation (hereafter, ??Proton?) and the party whose legal name is found at the end of this Agreement (hereafter, "you", "your", "affiliate").

 

Premises

 

Proton, per section 1161(5) of the Companies Act 2006, is a member of a corporate group known as the Broadway Group (the ?Group?) which, as a whole, offer customers a proprietary full service online casino and bingo experience trading under a number of gaming and marketing brands operated collectively by Group Properties. Certain Group members are duly authorised by national regulators to offer customers such casino and bingo services.

 

Proton is the Group company that owns and operates the Affiliate Program whereby third-party commercial partners may refer individuals to the appropriate entity in the Group for purposes of such individuals becoming a Group Customer subject to the following terms and conditions:

 

Definitions

 

"App" means the Group?s mobile application or widget on any platform;

 

"ASA" means the Advertising Standards Agency of the United Kingdom or any successor government agency;

 

"Bingo Net Revenue" means the amount of Bingo bets placed by Customers in the relevant calendar month less: (i) the bingo winnings; (ii) bingo bonuses; (iii) Chargebacks; (iv) Gambling Taxes; and (v) any other revenue returns, credits, compensations or refunds given to Customers;

 

"Casino Net Revenue" means the amount of Casino (including live casino) bets placed by Customers in the relevant calendar month less: (i) the Casino (including live casino) winnings; (ii) Casino (including live casino) bonuses (taking into account any adjustments to the same); (iii) Chargebacks; (iv) Gambling Taxes; and (v) any other revenue returns, credits, compensations or refunds given to Customers;

 

"Chargeback" or "Credit" is a credit card transaction which is not collectable by a credit card company as a result of Customer?s non-payment or fraudulent credit card use, or other Customer payment transaction which is revoked and for which a credit is given;

 

"CMA" means the Competition and Markets Authority of the United Kingdom, or any successor government agency;

 

"Consumer Protection Legislation" means the legislative and statutory requirements applicable to the conduct of arrangements with the Customers and potential customers, including, (without limitation), the UK Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008), each as amended from time to time, and, additionally, the content of any statutory undertaking given by participants in the Group?s gaming industry from time to time to the CMA;

 

"Customer" is an individual that: (i) has opened a new account with the ?Group in respect of any Group Property; (ii) has not previously opened an account with any Group Property; (iii) has had their account registration details adequately validated and approved by the affiliate, including (without limitation) that the individual is confirmed to be 18 years of age or above; (iv) places stakes, or plays, (as relevant) with deposited money on the relevant Group Property or App; and (v) is qualified and authorized to be a customer of and access and use the relevant Group Property in accordance with the terms and conditions of use of such Property and in compliance with all applicable laws, rules and regulations;

 

"Data-Based Marketing" means as defined in clause 2.1;

 

"Data Protection Legislation" means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 2002/58/EC, GDPR (and any related national legislation such as the Data Protection Act 2018 in Ireland and UK), any equivalent, replacement or repealing legislation, and any codes of practice issued by a competent data protection regulator governing ?the Group relating to the same at any time;

 

"Deposits" are the funds transferred by Customers to their Customer accounts at the relevant Group Properties;

 

"Gambling Commission" means the Gambling Commission of the United Kingdom, or any successor government agency;

 

"Gambling Taxes" means any tax, duty or levy, including VAT or equivalent, payable by the Group to any authority in any jurisdiction in respect of bets received from Customers, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent;

 

"GDPR" means Regulation (EU) 2016/679, known as the General Data Protection Regulation;

 

"Licensing Policy" means the licensing objectives set out in Section 1 of the UK Gambling Act 2005 and any successor legislation, being: (i) preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons from being harmed and/or exploited by gambling and, additionally, that Group shall fully comply with the Gambling Commission?s regulations referred to as the Licence Conditions and Codes of Practice;

 

"Property(ies)" are the websites, brands and Apps offered and / or promoted by the Group and/or any designated third party appointed by the Group from time to time (e.g., Butlers Bingo, Dotty Bingo, Rosy Bingo, Bingo Diamond, Casino of Dreams and Lucky247);

 

"Referral Fee" is either (but in no case both): (i) an agreed to one-time amount paid by Proton to the affiliate on a per Customer basis, such amount being set forth in SCHEDULE A hereto ("Fixed Referral Fee"); OR (ii) the percentage of Casino Net Revenue or Bingo Net Revenue payable to the affiliate for the ongoing playing activities of each referred Customer in a calendar month ("Ongoing Referral Fee"). Proton and the affiliate shall agree at the time of entry into this Agreement whether the affiliate shall receive a Fixed Referral Fee or an Ongoing Referral Fee for each Customer.

 

"Website-Based Marketing" means as defined in clause 2.1.

 

Modifying This Agreement

1. Proton?may modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by sending you a notice identifying the changes. Modifications may include, but are not limited to, changes in the Referral Fee, payment schedule or other rules. IF ANY CHANGE IN THE AGREEMENT IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT BY NOTIFYING PROTON IN WRITING. CONTINUED PARTICIPATION IN THIS PROGRAM FOLLOWING OUR MAKING A CHANGE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.?

 

2.??Your Rights and Responsibilities

2.1 Promoting the Group

2.1.1. By agreeing to participate in the Group Affiliate Program, you agree to do one or both of the following: (a) create a unique link(s) from your website from time to time as provided by this clause to any Group Property and/or or App (?Website-Based Marketing?); and/or (b) promote one or more Group Property?s products and services to potential Customers via email, mail via a postal or courier service, push notifications, SMS, WhatsApp and/or any other medium capable of use for marketing now available or hereafter known ("Data-Based Marketing").

2.1.2 Where you act on behalf of one or more Group Properties as envisaged by this Agreement, you shall be provided from time to time with promotional material for use with Website-Based Marketing and/or Data-Based Marketing, as appropriate for the service(s) you have agreed to provide to us. ?You acknowledge and accept that such promotional material often can contain content whose purpose is to satisfy the Group?s regulatory obligations (to which such regulation the affiliate also accedes and becomes contractually bound to by virtue of this Agreement). You agree that in no case shall you amend, alter or otherwise change any content of such promotional material without prior approval from authorized Group staff. Any such alteration may result in a material breach of this Agreement that, without limitation, may result in non payment or withholding of any Referral Fee payment that otherwise would be due and owing to you.

2.1.3 You shall not make any claims, representations, or warranties in connection with the Group Properties and you shall have no authority to, and will not, bind or seek to Proton or any entity within the Group to any obligation without first obtaining written permission from ?the appropriate member of the Group. You further agree to comply with, among other applicable provisions of this Agreement, clauses 2.3.1. below.

2.1.4 Where an affiliate engages in Data-Based Marketing, you agree to comply with, among other applicable provisions of this Agreement, clauses 2.3.2. - 2.3.9. below.

2.2 Agreement


2.2.1. You agree to all of the terms set forth herein and to positively endorse the Group at all times and maintain a site content that is free of pornography or other sex acts, promotion of violence, promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promotion of illegal activities, or violation of intellectual property rights.?

2.2.2. You must provide true and complete information to the Group at all times; including but not limited to, your identity, contact information, payment instructions, and any other information that the Group may reasonably request from time to time.?

2.2.3. Proton grants you the non-exclusive right to direct Customers to the Group Properties and Apps, in accordance with the terms and conditions of this Agreement. You shall have no claims to Referral Fees or other compensation for Customers secured or partially secured by or through persons or entities other than you. You also understand that the Group may at any time (directly or indirectly) solicit potential Customer referrals on terms that may differ from those attained here, or operate or contract with third parties that are similar to, or compete with you.?

2.2.4.Affiliates must ensure that they do not place digital advertisements on websites or elsewhere providing unauthorized access to copyrighted content.

 

2.3. Affiliate?s responsibility and obligations for its website and other marketing materials and practices

2.3.1. Website-Based Marketing affiliates: ?You shall be solely responsible for the development, operation and maintenance of your promotional materials, including website site and for all promotional materials including those that may appear on your website. For example, you will be solely responsible for ensuring that materials posted on your site are not libellous or otherwise illegal. Proton disclaims all liability for any and all content you produce as part of your Website-Based Marketing on behalf of the Properties. Further, you will indemnify and hold Proton, and any entity or individual employee or consultant in its corporate group, harmless from all claims, damages and expenses (including, but not limited to, attorneys' fees) relating to the development, operation, maintenance and contents of your Website-Based Marketing and your performance of this Agreement.


2.3.2. (Clauses 2.3.2. through 2.3.9. pertain to Data-Based Marketing affiliates) You agree to refrain from utilizing 'spam' for marketing our products and services (all email, SMS and all other electronic marketing must be based on opt-in rules compliant with European Union, Irish, UK and English law from time to time).

 

2.3.3. The affiliate represents and warrants that it is a ?data controller? for purposes of the GDPR and that Proton has no nexus to the affiliate?s customers unless and until such time as such individual?s become Customers of the appropriate entity(ies) in the Group as contemplated by this Agreement.

 

2.3.4. The affiliate shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that affiliate customers' personal data: (i) is collected fairly, lawfully and transparently; (ii) is processed in accordance a lawful condition as set out in the GDPR; and (iii) is protected from loss, theft, accidental destruction or unauthorized access by implementing appropriate technical and organization measures in respect of such personal data.

 

2.3.5. The Affiliate warrants that all direct marketing pertaining to the Group sent to the customers for whom it is data controller for purposes of the GDPR shall only be done so where such customers have given valid consent to receive such marketing communication as required by the Data Protection Legislation. Valid consent shall include data subjects? opt-in to such marketing and data subjects being informed that they shall receive marketing relating to the Group (identified either specifically or, at the least, by its industry or other acceptable means).

 

2.3.6. The affiliate warrants that all direct marketing pertaining to the Group sent to its customers shall include an opportunity for such customers to opt-out of all future direct marketing engaged in by the affiliate.

 

2.3.7. The affiliate warrants that it shall not send direct marketing to any of its customers who have not provided valid consent to receive such affiliate?s marketing or who have unsubscribed from its direct marketing.

 

2.3.8. Without prejudice to the warranties given in this clause 2.3, the affiliate shall not send any direct marketing or other promotional materials pertaining to the Group to any of its customers where the affiliate has received instructions from the Group not to send such direct marketing ? whether pursuant to any excluded customers list as maintained by the Group or otherwise.? The affiliate shall confirm its compliance with any instructions pursuant to this clause 2.3.8. by email to affiliates@gameonmedia.ie no less than 48 hours after receipt of an instruction from Proton or on its behalf from any member of the Group.


2.3.9. The affiliate agrees only to market to potential Customers who do not appear on any suppression list or self-exclude list provided to the affiliate, from time to time, on behalf of the Group. For avoidance of doubt, suppression lists are distributed through third party list management companies unrelated to the Group. Only affiliates or potential affiliates who integrate at all times during the existence of this Agreement with a third party list management company(ies) as communicated to the affiliate by the Group from time to time (currently the Group?s list management is provided by Optizmo Technologies, LLC) will be allowed to participate in the Group Affiliate Program and engage in Data-Based Marketing on our behalf.

 

2.3.10. (The remainder of this clause 2.3 shall apply to all affiliates irrespective of whether you engage in Website-Based Marketing, Data-Based Marketing, or both.) The affiliate shall notify Proton via the Group using the notice information provided in this Agreement immediately in the event that it breaches (or suspects that it has breached) any of the warranties in this clause 2.3.

 

2.3.11. The affiliate shall notify Proton via the Group immediately in the event that any of its customers makes a complaint to the affiliate, or where any data protection regulator contacts the affiliate in a manner that pertains to the Group and in respect of direct marketing or the affiliate's processing of its customer?s personal data.

 

2.3.12. Proton via the Group may, from time to time, request that the affiliate provide evidence of its compliance with this clause 2.3 and affiliate shall provide such evidence as ?the Group may reasonably request within seven days of receipt of such request.

 

2.3.13. The affiliate shall ensure that all its own data processors (as defined by the GDPR) acting on its behalf pursuant to this Agreement are bound by contractual terms no less onerous than the standards prescribed by the Data Protection Legislation.

 

2.3.14. The affiliate shall provide the Group with all such assistance as necessary in respect of data breaches, claims and requests for information made against the Group in respect of any communications to its customers sent by the affiliate under this Agreement, in particular, any investigations made by a data protection regulator, the ASA and/or the CMA.

 

2.3.15. The affiliate shall ensure that any communications sent by it or any of its processors are duly tagged to allow tracking in the event that they are forwarded to the appropriate member of the Group as part of a complaint.

 

2.3.16. The affiliate agrees to indemnify Group and defend Group at its own expense against all costs, claims, fines, group actions, damages and expenses incurred by Group or for which Group may become liable due to any failure by the affiliate or its employees, consultants, agents, subcontractors or data processors to comply with any of its obligations under this clause 2.3 or any failure to comply with data protection legislation . Nothing in this Agreement shall limit the affiliate?s liability under this clause 2.3.

 

2.3.17. The affiliate acknowledges that Proton is:

 

 - 2.3.17.1 affiliated to a company licensed by the Gambling Commission, which affiliate company is bound by licence conditions and codes of practice whose objective is that affiliated company's full adherence to the Licensing Policy;

- 2.3.17.2 affiliated to a company expressly held by the Gambling Commission?s Licensing Policy to be fully subject to the requirements of Consumer Protection Legislation; and,

- 2.3.17.3 the ASA?s CAP Broadcast Code and Non-Broadcast Code.

 

2.3.18. the affiliate agrees:

 

- 2.3.18.1 to have due regard for, and act at all times in a manner consistent with, the Licensing Policy, as though the affiliate itself were a licensee of the Gambling Commission itself, and agrees to demonstrate its consideration of, and adherence to, the Licensing Policy in all of its activities as an affiliate;

- 2.3.18.2 to comply with the Consumer Protection Legislation, to observe and comply with all directions and instructions issued by the Group concerning compliance with the Consumer Protection Legislation and to ensure that it shall not, in its activities undertaken in furtherance of this Agreement, prejudice, or  otherwise interfere with, the Group?s (or any member thereof?s) compliance with the Consumer Protection Legislation. In particular, the affiliate shall not alter the appearance, design and content of Group's approved banners and text links and/or promotional messaging, or complete any action that will have the effect of: (i) altering or removing any promotional terms and conditions which ?the Group includes on any banners and text links and/or promotional messaging; or (ii) affecting the means by which a potential customer may access such promotional terms and conditions from the banners and text links and/or promotional messaging, including the expectation that such promotional terms and conditions must be accessible within a single 'click' of the Group?s approved banners and text links and/or  promotional messaging or on any linked landing and/or sign-up webpages (or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications).

- 2.3.18.3 to provide such information to the Group as it may reasonably require in order to enable it to comply with its members? information reporting and other obligations to the Gambling Commission, CMA and/or ASA.

 

2.3.19. The affiliate agrees to abide by and comply with the ASA?s?CAP Broadcast Code?and?Non-Broadcast Code and published rulings, as promulgated from time to time.

 

2.3.20. The affiliate agrees to use our marketing creatives and you will not alter the material in any way. Prior written approval is required for the affiliate to vary the Group?s marketing creative and the affiliate shall further ensure that such variation complies with the aforementioned CAP codes and the Group?s own internal standards as made known to the affiliate from time to time.

 

2.3.21. Non-compliance on the part of the affiliate in particular with any provision(s) of this section 2.3 mentioned above may lead to the issuing of warnings which ultimately may result in removal from the Group Affiliate Program of any affiliate, including?withholding of any Referral Fees that may otherwise be due or come due to such affiliate.

 

2.3.22. The affiliate shall not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes the Group harm. Should fraudulent, spam or unethical activity, knowingly or otherwise, arise from a person directed to a Group brand website via the affiliate?s link or other actions taken in furtherance of this Agreement, Proton retains the right to withhold any Referral Fees to be paid to the affiliate at any time and the appropriate member of the Group may seek damages and indemnification, as appropriate. The Group?s decision in this regard will be final. Proton further reserves the right to retain all amounts otherwise due to the affiliate under this Agreement if it has reasonable cause to believe that such traffic has been caused with the affiliate?s knowledge. For Customers that are found to be engaging in or who have engaged in fraudulent activity or otherwise in breach of a Property?s terms and conditions with that Customer, Proton reserves the right to deduct any Referral Fees earned by the affiliate from the activities of these Customers even where these Referral Fees had been previously paid to the affiliate. ?If the affiliate tag is not used in exactly the way it is given by the system, and altered in any way,?Proton reserves the right to deduct the Referral Fees earned by the affiliate from these altered tags, even if these Referral Fees had been previously paid out.

 2.4 License to Use Marks

Proton, on behalf of, and under appropriate licence from, the Group, hereby grants you a non-exclusive, non-transferable license, during the term of this Agreement, to use the trademarks service marks and other intellectual property relating to the Properties provided by the Group solely in connection with the promotion of the Group (the ?Intellectual Property?). This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Intellectual Property is limited to, and arises only out of, this license to use the Group material. You shall not assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. Further, you agree to keep information about the Group current on your site. 
2.5 Confidential Information

During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations or underlying technology of ?the Group and/or the Group Affiliate Program. You agree to avoid any disclosure to third persons or outside parties or unauthorized use of the confidential information unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.

 

3.??Fee Schedule and Payment

3.1. Proton offers the affiliate a Referral Fee on the basis and as set forth in SCHEDULE A. Modifications to SCHEDULE A from time to time are effective when made by Proton, notwithstanding any lack of notification to the affiliate. IF ANY CHANGE IN THE FEE SCHEDULE IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT BY NOTIFYING?PROTON VIA THE GROUP?IN WRITING. CONTINUED PARTICIPATION IN THIS PROGRAM FOLLOWING THE CHANGE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 
3.2. For Customer playing activities subject to an Ongoing Referral Fee, payment will normally be made within 45 days of the end of the month in which a referred Customer?s playing activities have occurred. Proton may elect to withhold payment of your Ongoing Referral Fee for any given month until such amount is equal to at least 100 GBP. 
3.3. Referral Fees will be based upon our good faith calculation based on the referred Customer statistics available to us.?Proton?shall not be responsible for any Referral Fee not properly credited to you that the Group is unaware of due to computer error or other reasons. Activity reports will generally be available online by accessing the affiliate reporting site at affiliates.broadwaygaming.com, or such other reporting site address as may be provided to you from time to time."The Group" will make reasonable efforts to have this reporting site available at all times, however there may be instances that it is unavailable during technology maintenance and updates.

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3.4. Once you become an affiliate, you will have access to all marketing material containing a unique affiliate code. When your customer or contact links to or otherwise access a Property, the individual receives a cookie on his or computer or mobile device with your code. This code will generally stay on the individual?s computer or mobile device for a period of 30 days unless removed. If your customer or contact leaves a Property site but returns while the cookie is active such individual will continue to be recognized as your potential Customer. If the individual registers with a"Group" Property during this time period, the individual's account will be tagged with your code.?The Group?is not responsible for any problems or errors with the process of tagging an account with your code.?

3.5. Deposit of payment or acceptance of payment transfer will be deemed full and final settlement of all Referral Fees due (and, for Ongoing Referral Fee Customers, Referral Fees for the month) indicated unless you sent us notice of disagreement with the amount payable within twenty (20) days from the date payment is made. The failure to timely send such notice irrevocably waives your right to contest any fees due for the relevant time period and any prior time period. 
3.6. Notwithstanding, for Ongoing Referral Fee Customers even in a calendar month with a negative Referral Fee figure, Proton shall pay the affiliate a positive amount against the negative Referral Fee up to ?5,000 GBP per Customer. This alternative negative Referral Fee payment shall be made to the affiliate and continue each month for so long as (the aggregate of) a Customer?s lifetime Casino Net Revenue and Bingo Net Revenue exceeds that Customer?s lifetime Deposits.

4.??

?????Anti-Predatory Advertising Policy

4.1 Affiliates will be removed from the?Group?Affiliate Program and forfeit any pending Referral Fees if they are utilizing or distributing software downloads that potentially enable diversions of a Referral Fee from other affiliates participating in the Group Affiliate Program.

 


5.??Term and Termination

5.1. The term of this Agreement will begin when you submit the sign up page and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement. Termination may be accomplished by either you or?Proton or the Group on behalf of Proton?for any reason or without reason at any time by providing notice to the other party. For purposes of notification, delivery via email is considered a written and immediate form of notification after a time period of three hours where there is no ?bounceback? or other notification of non-delivery, delivery failure or the like; email notification must be acknowledged as having been received by the receiving party of such notification.


 
5.2. If termination is by "Proton or the Group" and is not caused by violation on your part of this Agreement, you will be entitled to unpaid referral fees, if any earned by you on or prior to the date of termination and as subject to modification described above.

5.3. If termination is initiated by you or is by "Proton or the Group" as a result of a violation of this Agreement, you will not be entitled to unpaid Referral Fees, if any, earned by you on or prior to the date of termination. Nor will you be entitled to Referral Fees with respect to playing activity of a Customer occurring after the termination date.

5.4. Immediately upon termination of this Agreement for any reason, you must remove all Group banners/icons from your site and disable any link from your site to the Group or any Property thereof. 

5.5. All rights and licenses given to you in this Agreement shall immediately terminate upon termination of this Agreement for any reason. 

         5.6. Upon termination of this Agreement for any reason, Proton may withhold your final payment for a reasonable amount of time to ensure that a correct final amount is duly calculated. 

5.75.7. Upon termination of this Agreement for any reason, you will return to the Group any confidential information, and all copies of it in your possession, custody and control, and will cease all uses of any trade names, trademarks, service marks, logos and other designation or Intellectual Property of the Group.


5.8. Before or after termination of this Agreement, Proton, or a member of the Group on its behalf, reserves the right to modify this Agreement or the fee schedule (SCHEDULE A) as described above, with such modification effective immediately. ?

6.??Relationship of Parties

6.1. Both you and?Proton?are independent contractors and nothing in this Agreement will create any partnership, joint venture, franchise, sales representative, consultancy or employment relationship between the parties. You will have no authority to make or accept any offers or representations with any third parties on our behalf. You will not make any statement, whether on your site or otherwise, that contradicts anything in this paragraph.

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7.??Indemnity

7.1. You shall defend, indemnify, and hold?Proton, and, where appropriate, any or all members of the Group, their respective directors, officers, employees, contractors, agents and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement; (b) the performance of your duties and obligations under this Agreement; (c) your negligence; or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and links or this Group Affiliate Program. 

8.??Disclaimers

8.1.?Proton?makes no express or implied warranties or representations with respect to itself, the Group Affiliates Program or Referral Fee payment arrangements (including, without limitation, their functionality, warranties of fitness, ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition,?Proton?makes no representation that the operation of our Properties and Apps will be uninterrupted or error-free, and?neither Proton, nor any member of the Group ?shall be liable for the consequences of any interruption errors. 


9.??Operating Agreement and Disclosure

9.1. Limitations of Liability

9.1.1.
PROTON SHALL NOT BE LIABLE TO THE AFFILIATE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF THE GROUP OR ANY MEMBER THEREOF (INCLUDING PROTON) HAS BEEN ADVISED BY THE AFFILIATE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PROTON?S AGGREGATE LIABILITY TO THE AFFILIATE ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT IN THE PRECEEDING 12 MONTH PERIOD. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations of shareholders. Any liability arising under this Agreement shall be satisfied solely from the Referral Fee generated and is limited to direct damages.?With specific regard to the relationship between the parties governed by this Agreement, nothing contained in this clause 9.1.1 shall be construed as a limitation of liability in the event of Group?s causing personal injury or death or its act(s) of fraud, dishonesty or wilful misconduct

9.1.2. The Group may in its sole discretion, with or without notice, use any available means to block or restrict certain players, sign ups, deposits or play patterns so as to reduce the number of manipulative, fraudulent or unprofitable transactions or for any reason whatsoever, including but not limited to daily or monthly purchase limits, address verification or negative and positive credit card databases. The Group does not guarantee or warrant the success of its fraud and manipulation prevention efforts.

 
9.2 Governing Law

This Agreement shall be governed by the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the English courts in respect of any dispute that may arise out of or be related to this Agreement.

9.3 Assignability

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding and enforceable against you and Proton.

9.4 Non-Waiver

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. NO ORAL MODIFICATIONS, ADDITIONS OR DELETIONS OF THIS AGREEMENT BY YOU ARE PERMITTED OR WILL BE RECOGNIZED BY PROTON. None of our employees, officers, consultants or agents may verbally alter, modify or waive any provision of this Agreement.?

9.5 Remedies

 

Our rights and remedies shall not be mutually exclusive, i.e. the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach, or threatened breach of any provision of this Agreement, the respective rights and responsibilities of the parties may be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise. 


9.6 Severability/Waiver


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

 

9.7 SEO/PPC Prohibition


Under no circumstances may the affiliate utilize any of the brands associated with the Properties in the affiliate?s SEO/PPC campaigns at any time. Such unauthorized SEO/PPC use on the part of affiliate shall be deemed a material breach of this Agreement by Proton and shall immediately result in the affiliate?s forfeiture of any Referral Fees due and owing, as well as any Referral Fees that may subsequently be earned.

 

9.8 Disclosure

The affiliate acknowledges that it understands that gambling laws may vary from city to city, state to state and country to country. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND REPRESENT TO PROTON AND THE GROUP THAT YOU MAY PARTICIPATE IN THE GROUP AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

 

By submitting your request to become an affiliate, you acknowledge that you have read this Agreement and have independently evaluated the desirability of participating in this program and are not relying on any representation, guarantee, or statement other that what is set forth in this Agreement, and that you agree to all its terms and conditions.

 
YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE LIABILITY LIMITATIONS AND DISCLAIMERS IN CAPITALIZED LETTERS ABOVE.

 

9.9 No Third Parties

 

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement; provided, however, that such exclusion as provided by this clause shall in no case apply to any member of the Group where any or all of the affiliate?s breaches of this Agreement cause or can potentially cause damage, regulatory fine or other sanction, or the like, to such Group company(ies).

 

9.10 Effect of This Agreement

 

This Agreement constitutes the entire agreement and understanding between the affiliate and Proton. This Agreement supersedes all previous agreements, representations or arrangements whether made orally or in writing.

9.11 Notices

 

Any notifications related to this Agreement shall be made by email from one party hereto to the other at the email address set forth in the signature section below. Such email shall be deemed as delivered when (i) acknowledged as having been received by the other party; or (ii) when there is no ?bounceback? or other notification of non delivery received by the sending party for a period of 24 hours from despatch of such notification email.

 

Last updated: 14th October 2019?