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").
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:
"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.
2.??Your Rights and Responsibilities
2.2.4.Affiliates must ensure that they do not place digital advertisements on websites or elsewhere providing unauthorized access to copyrighted content.
responsibility and obligations for its website and other marketing materials
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.
2.3.3. 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 email@example.com no less than 48 hours after receipt of an instruction from Proton or on its behalf from any member of the Group.
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:
- 22.214.171.124 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;
- 126.96.36.199 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,
- 188.8.131.52 the ASA?s CAP Broadcast Code and Non-Broadcast Code.
2.3.18. the affiliate agrees:
- 184.108.40.206 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;
- 220.127.116.11 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).
- 18.104.22.168 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.
2.3.20. 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
3.??Fee Schedule and Payment
?????Anti-Predatory Advertising Policy
5.??Term and Termination
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
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
9.??Operating Agreement and
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.
9.7 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.
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.
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
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?