1.

The Rivalry Affiliate Program Terms and Conditions that are set out below this notice represent the legally binding contract that will govern the affiliate relationship between you and Rivalry Limited, once we have approved your application to be a member of the Rivalry Affiliate Program.  You should read these Terms and Conditions carefully, taking particular care to ensure that you are capable of complying with all undertakings and obligations before applying to join the Rivalry Affiliate Program and make sure that you understand them and have the ability to fulfil them all without exception. If you do not understand any part of them you should contact our affiliate relations team via the Rivalry Affiliate Program Site who will provide you with clarification. If you do not agree with any part of these Terms and Conditions, then you should not apply to join the Rivalry Affiliate Program.

Once we have accepted your application to join the Rivalry Affiliate Program you should print and save a copy of these Terms and Conditions for your future reference as well as our email confirming our acceptance of your application and your Affiliate ID.

2. Rivalry Limited: Legally Binding Terms and Conditions

In these Terms, the following words and expressions shall have the following meanings:

Affiliate: Any person who has applied to and accepted by us as a member of the Rivalry Affiliate Program.  Where the context requires, these Terms occasionally refer to the Affiliate as “you.”

Affiliate ID: A unique tracking mechanism to Our Site provided to the Affiliate by Rivalry for the purposes of tracking the number of successful New Customer referrals and calculating the amount of applicable Commission due to you in accordance with these Terms and Conditions.

Application Form: Shall mean the Rivalry Affliate Program application form available at the Rivalry Affiliate Program Site or other such URL as may be designated by us from time to time.

Our Site(s): Any Rivalry operated website, in connection with which Rivalry makes Marketing Materials available to Affiliates through the Rivalry Affiliate Program for the purpose of the Affiliate performing affiliate marketing services in accordance with these Terms.

Chargeback: Where a customer, a credit card issuing bank, or any other third party payment solution provider effects a reversal of charges in relation to a credit card or purchase transaction.

Confidential Information: Any information of whatever nature, which has been, or may be, provided by Rivalry in connection with the Rivalry Affiliate Program, whether oral, in writing, or in electronic form, including, without limitation, business or financial data, know-how, processes, reports, customer lists, price lists, Commission payment reports, and any other materials containing, reflecting, or generated from any such information.

Commission: The commission earned in connection with the affiliate marketing activities performed in accordance with these Terms.

Data Protection Legislation: Means all applicable data protection, privacy and marketing laws in force in any relevant territory from time to time, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679 and any applicable national data protection and privacy legislation that gives effect to, supplements, incorporates and/or otherwise adopts GDPR (or parts thereof) within its territorial legal framework including the Data Protection Act 2018, the GDPR  and LED Implementing Regulations 2018 and the Data protection (Application of GDPR) Order 2018 together with any amendments or updates to such legislation.

Deductible Costs: Any costs incurred by Rivalry in connection with the operation of Our Sites which are attributable to the activity of New Customer(s), including but not limited to (i) any payment processing charges, (ii) license fees, (iii) royalties, (iv) other applicable third party payments, (v) uncollectable revenues (including charge backs and payment reversals), (vi) bonuses or promotional amounts given to the New Customer, and (vii) a fixed specified cost per New Customer for legal, branding and operational expense (including regulatory compliance and associated administrative costs).

Fraudulent Activity: A deceptive act or omission which is, in the sole discretion of Rivalry, performed in order to secure a real or potential, unfair or unlawful advantage; or any conduct that Rivalry, in its sole discretion, determines to be fraudulent, deceptive or dishonest, which shall include, but shall not be limited to, fraudulent credit card transactions, Chargebacks, Match Betting, false or automated account creation and any collusion or cheating by an Affiliate or a customer.

Fraud Costs: Any costs, damages or loss arising as a direct or indirect result of Fraudulent Activity.

Gross Win: Total revenue generated by Rivalry as a result of all wagers placed by a New Customer, i.e. the total revenue from settled bets placed by referred New Customers, less pay-outs.

Intellectual Property: Trademarks, service marks, trade names, logos, designations, copyrights, trade secrets, patents and any other proprietary rights owned by or licensed to Rivalry.

Marketing Material: Banners, URLs, text, graphics and/or other promotional materials made available for marketing purposes through the Rivalry Affiliate Program Site.

Match Betting/Arbitrage Betting: Any method of betting or wagering which is intended to give players a guaranteed win with no risk, including but not limited to the use of free bets.

Net Revenue: Gross Win, less Progressive Contributions (progressive games only), less bonuses awarded, less Non-Cash items, less Fraudulent Activity, less Deductible Costs and Taxes.

New Customer: A natural person who is at least 18 years old that the Affiliate directs to Our Site and who can be linked to the Affiliate’s Affiliate ID, who is eligible to open an account on Our Site and: (a) who successfully opens a new account on Our Site in accordance with the Site’s applicable terms and conditions; and (b) who has not had a previous account on Our Site.

Non-Cash Items: Value of free credits or cash handed out to customers, or any other direct costs incurred to maintain the loyalty of a customer (e.g. the cost of a gift to a customer).

Progressive Contributions: The percentage of revenue generated on any progressive game that is paid by Rivalry into a progressive pool.

Prohibited Site: Any website, forum, social media platform or other communications medium, regardless of type, upon which the advertisement of gambling-related activity is unlawful or otherwise prohibited.

Rivalry Affiliate Program Site: The website used by Rivalry to manage the Rivalry Affliate Program, currently located here.

Rivalry Marks: Any trademark, service mark, brand name, trade name, logo or sign used, registered, or applied for by Rivalry or its affiliated companies and licensors.

Spam: Unsolicited e-mail, SMS or other communication sent indiscriminately to one or more mailing lists, individuals, forum or newsgroups.

Taxes: Means all forms of taxation and charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the Isle of Man, or any other jurisdiction (including, for the avoidance of doubt, National Insurance contributions or equivalent) and any penalty, fine, surcharge, interest, charges or costs relating thereto.

Unsuitable Site: Any website, forum, social media platform or other communications medium, regardless of type, which is: aimed at children; intended to appeal to minors; promotes or glorifies violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promotes illegal activity; violates or enables the violation of intellectual property rights; violates the rights of privacy of others; is obscene or contains explicit sexual content; contains or promotes any unlawful behaviour or content; contains or provides links to malicious or harmful software, keyloggers, trojans, viruses or malware; or which Rivalry believes, in its sole discretion, may bring Rivalry or its affiliated companies and brands into disrepute, or which may prejudice the interests of Rivalry or its affiliated companies and brands.

Your Site(s): means those website(s) that are owned and/or controlled by you and which are submitted by you in your Application Form as your websites that are to be included in the Rivalry Affiliates Program.

3.

1. Joining the Rivalry Affiliate Program

1.1 If you are not already registered as a Rivalry Partners Affiliate and wish to participate in the Rivalry Affiliate Program, you must first submit a completed Application Form on the Rivalry Partners Rivalry Affiliate Program Site located at the Rivalry Affiliate Program Site . By submitting an Application Form, you represent and warrant that:

a) the information provided in your Application Form is correct and up-to-date and you will update it as required on an ongoing basis in order to ensure that it remains correct;

b) you have not already registered as an Affiliate (only one Affiliate account is permitted per person);

c) you are at least 18 years of age, legally capable of entering into a binding contract, and you are not aware of any legal, commercial, contractual or other restriction against your participation in the Rivalry Affiliate Program in accordance with these Terms; and

d) in the event that you are registering on behalf of a company, that you have the full right, power and authority to enter into these Terms on behalf of the company.

1.2 Within a reasonable time after we receive your completed Application Form, but not later than fourteen (14) days after receipt, we shall evaluate your application and notify you in writing of our decision to accept or reject it. In the event we have not approved your application within fourteen (14) days after receipt, it shall be deemed rejected. All decisions are final and are in Rivalry’s sole discretion.

1.3 You should note that the reasons why we may reject your application (or terminate your membership of the Rivalry Affiliate Program subsequently) could vary and may include but not be limited to circumstances where: (a) you promote any prohibited content or illegal sites; or (b), we are advised by a regulatory authority to cease our relationship with you; or (c) we take the view that any of the content included on any of Your Site(s) and/or the nature of any third party site through which you advertise any content on Your Site is unacceptable to us; or (d) where you fail to produce or obtain, upon request from us, such applicable licence as may be required by a relevant authority, in order to promote a particular site or content offered by such site in a given jurisdiction; or (e) in the absence of any necessary authorisation, licence or permit, promoting a site or displaying content from such site in any applicable jurisdiction where such a site is not permitted to distribute, market or advertise its products and services without written authorisation. The following are non-exhaustive examples of content on Your Site or in the alternative, the nature of third party sites that market or advertise any content on Your Site that would be unacceptable to us: (i) obscene or indecent, including for these purposes sites that contain or display both so-called ‘hard' and ‘soft' adult content; (ii) discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) hostile or offensive, including so-called ‘hate speech' and threats or incitements to violence; (iv) fails to respect the legal rights of others (including infringement of the intellectual property rights of others, such as file-sharing, torrent or pirate sites or other forms of intellectual property piracy) or which is defamatory of others; (v) promoting illegal or unlicensed gambling sites to a regulated jurisdiction.

1.4 You undertake, that if there should, at any time during your participation in the Rivalry Affiliate Program, occur any event which may cause any of the warranties provided in respect of your Application Form to become false, or which may prevent you from wholly fulfilling your obligations in accordance with these Terms, you shall promptly notify your Rivalry account representative, and Rivalry shall be entitled to terminate your participation in the Rivalry Affiliate Program immediately, without the requirement to make any further payments to you.

2.Your Use of Rivalry’s Marketing Materials

2.1 In the event that you are accepted as an Affiliate into the Rivalry Affiliate Program, Rivalry shall, during the course of your participation in the Rivalry Affiliate Program and subject to your compliance with these Terms, grant you a non-exclusive, non-transferable, revocable, limited right and license to distribute the Marketing Materials on Your Site for the sole purpose of referring New Customers to Our Sites in return for Commissions.  You may not use or distribute the Marketing Materials for any other purpose unless you have received our express written approval.

2.2 All Marketing Material shall be made available to you through the Rivalry Affiliate Program Site and may be updated by us from time to time. You undertake and agree that you shall only use the current versions of the Marketing Material and shall promptly discontinue the use of any Marketing Material which is out of date or no longer available on the Rivalry Affiliate Program Site. It is your responsibility to check the Rivalry Affiliate Program Site for updated Marketing Material on a regular basis.

2.3 You undertake and agree that you will not modify any of the Marketing Material which is made available to you and that you will not, without our specific written approval, market or promote Rivalry using any promotional materials not provided or approved in writing by Rivalry.

2.4 In the event Rivalry designates any Marketing Materials as subject to particular restrictions (for example, campaign start/end dates, demographic limitations, etc.), you undertake and agree that you shall only use the Marketing Materials in accordance with such designated restrictions.

2.5 Your marketing activities shall strictly comply with any instructions or policy we may provide you with from time to time which sets out additional standards, restrictions and guidelines applicable to marketing activities in connection with the Rivalry Affiliate Program.

3. Customer Tracking and Reports

3.1 You are responsible for ensuring that all referred customers are properly tagged with your Affiliate ID. You will not receive credit for New Customers who are not properly tagged or who we are unable to otherwise properly associate with your Affiliate ID.

3.2 We shall track all New Customer activity relevant to the calculation of your Commission. You agree that our statistics and calculations in relation to the tracking of New Customer activity and the calculation of your Affiliate Commission shall be final.

3.3 We will provide you with online access to reports of New Customer Activity through the Rivalry Affiliate Program Site. The form, content and frequency of our reporting may vary from time to time, at our sole discretion.

4. Your Obligations

4.1 As a condition of your participation in the Affiliate Rivalry Affiliate Program, you undertake, warrant and agree that all use of the Marketing Materials and all activities undertaken in connection with the Affiliate Rivalry Affiliate Program shall be lawful and in strict accordance with these Terms and any Special Terms (as defined below) set out in the Rivalry Affiliate Program Site.

4.2 As a condition of your participation in the Affiliate Rivalry Affiliate Program, you further undertake, warrant and agree that you shall not conduct any activities in connection with any Unsuitable Site or any Prohibited Site.

4.3 You agree to use your best efforts to market and promote Our Sites in a manner consistent with good business ethics and in good faith towards Rivalry.

4.4 You acknowledge that your promotion of the Our Sites has the potential to inflict substantial damage to Rivalry and Rivalry’s reputation and goodwill, and that you shall at all times act in a manner that will not harm the reputation and goodwill of Rivalry.

4.5 You shall not: (a) undertake any action which may have a detrimental impact on the ability of Rivalry to be qualified for or to hold or maintain any licence, permit or approval granted, or to be granted, by any competent authority, or (b) undertake any action which could reasonably be construed as bringing Rivalry into Material Disrepute, where “Material Disrepute” means any condition which could reasonably and objectively be seen to create a material negative perception of the integrity of Rivalry or the Rivalry Affiliate Program.

4.6 We prohibit any Affiliate activity in connection with any content or material which contains: (a) the intellectual property of others for which the Affiliate is not properly licensed to use; (b) information that is unlawful, harmful, threatening, obscene, discriminatory, scandalous, fraudulent or offensive; (c) any information that may subject Rivalry to any cause of action, in law, equity or otherwise; or (d) any information which Rivalry , in its sole discretion, determines to be objectionable, harmful, in bad taste, or potentially damaging to the interests and goodwill of Rivalry or the Rivalry Affiliate Program.

4.7 Your activities must not involve any marketing or promotional activity which may have the potential to deceive, confuse or mislead users, or which may infringe on any third party rights, including the rights of privacy, publicity, or Intellectual Property rights. You shall ensure that the Marketing Materials are displayed only in connection with web sites and materials which are lawful, proper, professional and tasteful.

4.8 Your Site(s) must not copy the look and feel of Our Sites or have the potential to cause the impression that any sites or landing pages used by you are owned, operated or affiliated with Rivalry or any of its associated brands. You are not entitled to present any Rivalry Marks, logos, graphics or other Rivalry materials on Your Site or marketing materials other than the Marketing Materials provided to you by Rivalry through the Rivalry Affiliate Program.

4.9 You will not market or promote Your Site(s) in any way which might compete with Our own marketing efforts, unless you have received prior written approval from us specifically permitting you to do so. By way of example only, the following activities will be considered to be activities, which if undertaken by you would compete with our Group’s own marketing efforts and which would therefore be prohibited by this Clause 4.9:

(i) the placement of Marketing Materials on any internet sites on which Rivalry places advertisements for Our Site(s);

(ii) placement of Marketing Materials on any internet site other than Your Site(s); and

(iii) the promotion of Our Site(s) by you by way of keyword advertising with internet search engines;

and a breach by you of these provisions will constitute a breach of these Terms and we will have the right to: (i) terminate these Terms immediately in the event of such breach; and (ii) indefinitely withhold from you any Commission accrued to or for your benefit through such competitive activities.

4.10 Rivalry reserves the right to demand the immediate takedown or modification of any materials that you distribute, or to demand the cessation of any or all marketing activity in connection with the Rivalry Affiliate Program or Rivalry, at any time and in Rivalry’s sole discretion. You agree that we are entitled to review your affiliate marketing activities from time to time and that we may approve/reject marketing methods and Your Sites in our sole discretion. You undertake and agree to provide prompt assistance and full cooperation in connection with any requests made by Rivalry in this regard.

4.11 If requested by Rivalry, you undertake and agree to provide Rivalry with all such information and documentation as we may reasonably require to verify your compliance with these Terms, or which we may require for our regulatory or legal purposes.

4.12 You agree that you shall neither offer nor provide incentives (financial or otherwise) to any potential New Customer without the prior written approval of Rivalry, excluding the standard promotional programs which Rivalry may make available to you from time to time through the Rivalry Affiliate Program.

4.13 You will not knowingly benefit from known or suspected activity not performed in good faith (or alternatively, performed in bad faith), whether or not such activity actually causes damage to Rivalry.

4.14 You may not be a party (whether directly or indirectly) to any illegal activity or Fraudulent Activity in connection with your participation in the Rivalry Affiliate Program.

4.15 You shall participate in any training which Rivalry provides and requests you to participate in, including, without limitation, annual responsible gambling awareness training and all VIP specific responsible gambling training, annual anti-money laundering awareness training and anti-bribery and corruption training.

4.16 If you are joining the Rivalry Affiliate Program in the capacity of an affiliate marketing network, you represent, warrant and undertake that the terms and conditions of your marketing network are at least as restrictive as those set out herein, and that you shall be responsible for all activity undertaken by your affiliates. Rivalry reserves the right in its sole discretion to request written documentation of your compliance with this clause, and your failure to promptly provide such documentation upon request shall be deemed a material breach of these Terms.

4.17 You shall inform us of all and any communications (whether written or verbal) with customers of Our Sites within 2 (two) weeks of the occurrence thereof and undertake and agree to maintain complete records, during and for a period of two years after the termination or expiration of your participation in the Rivalry Affiliate Program, regarding your activity in the Rivalry Affiliate Program and any marketing or promotional activity undertaken in furtherance thereof and to maintain logs of hospitality and customer events to meet the requirements set out under the Bribery Act 2013.

4.18 You acknowledge and agree that in performing your obligations under these Terms, you are strictly prohibited from marketing and promoting Our Sites to residents of the Prohibited Territories and you shall exercise all possible technical and operational measures to prevent marketing to residents of the Prohibited Territories.

4.19 You acknowledge and agree that any breach of the aforementioned obligations shall be deemed a material breach of these Terms resulting in your immediate termination from the Rivalry Affiliate Program.

5. No Spam; No Marketing to Self-Excluded Customers

5.1 You will not send any marketing SMS, email or other communications relating to Rivalry or the Rivalry Affiliate Program without our prior written consent. In order for Rivalry to properly consider whether its consent shall be granted, you shall provide us with:

a) A complete list of the intended recipients of any proposed marketing campaign, which list we shall review to verify that marketing materials are not to be sent to any person who has a self-exclusion agreement in place with us;

b) Written confirmation that all proposed email, SMS or other communications comprising the proposed campaign shall include an option to opt-out of receiving further such communications; and

c) Written confirmation that the proposed recipients of the campaign have respectively provided the necessary consents to receive communications of the type proposed (“opt in”) and have not since opted out.

5.2 If we incur any cost in connection with Spam sent by you or anyone on your behalf, these costs will be deducted from any Commissions due to you under these Terms. Should our costs not be covered by the funds in your account we have the right to offset future Commission payments or pursue other alternative means for obtaining payment from you. Should your Affiliate account not be active, or otherwise not generating Commission payments, then we shall have the right to demand payment directly from you.

5.3 Should you require more information regarding our Spam policy, or should you wish to report any incidences of Spam please contact us at the Rivalry Affiliate Program Site .

6. Legal Compliance

6.1 You acknowledge that Rivalry is licensed by the Isle of Man Gambling Supervision Commission (“GSC”) in accordance with the Online Gambling Regulation Act 2001.  

6.2 You acknowledge that, from time to time, Rivalry may receive a request for information from the GSC or any other gambling authority in connection with the activity under these Terms. Upon the receipt of such request, Rivalry may notify you and may request that you provide Rivalry with any and all such information which Rivalry reasonably requires as part of such request. Upon the receipt of such request for information from Rivalry, you shall promptly provide Rivalry with the information requested or shall promptly procure such information for Rivalry  and/or shall promptly assist Rivalry to the extent required in order to ascertain such information.

6.4 Your activities shall uphold the highest ethical standards and shall comply with all applicable laws and industry practices applicable to online marketing; online advertising; and the marketing of online gambling sites.

6.5 You undertake to observe all applicable directives, laws and regulations applicable to the use of cookies or the use, processing, storage and transfer of personal data, including but not limited to the Data Protection Legislation.

6.6 Any electronic messages or other communications sent by you, or caused to be sent by you, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages, including the Data Protection Legalisation

6.7 It is your obligation to familiarise yourself, to comply and to remain fully updated with the laws, regulations and codes of practice applicable to the activities you conduct in relation to your participation in the Rivalry Affiliate Program. To the extent you are marketing to potential customers residing outside of the Isle of Man, you are required to abide by any applicable laws, regulations and codes of practice applicable to those jurisdictions. In the absence of any specific governing laws, regulations or codes of practice, the standards set out above shall apply and in any event will include, without limitation the terms and conditions of any relevant gambling licences issued by the applicable authorities to Rivalry or any of its subsidiaries and the laws and regulations associated therewith, such as the gambling licences to which Rivalry or any of its affiliates companies may be subject or bound from time-to-time.

7. Rivalry’s Intellectual Property Rights

7.1 For the sole purpose of your exercise of your rights and performance of your obligations set out in these Terms and for the term set out in Clause 10.4 below, we grant you a limited, non-exclusive, non-transferable and revocable license to use: (i) the Rivalry Marks solely in connection with the placing of the Marketing Materials on Your Site(s) for the purpose of promoting our Site(s). You are not authorised to modify or amend any of these Marketing Materials but you may re-size the Marketing Materials if you maintain the original ratios. This license may not be sub-licensed, assigned or otherwise transferred by you in any manner.

7.2 Rivalry and its licensors retain full and exclusive ownership of Our Sites, Rivalry Marks, Marketing Materials, any reports, documentation or materials provided in connection with the Rivalry Affiliate Program, and any Intellectual Property rights, associated thereto. No right, title or interest in the foregoing is conveyed hereunder, except for the non-exclusive, revocable, limited license to distribute the Marketing Materials in accordance with these Terms. Any rights that are not expressly granted herein are reserved by Rivalry and its licensors.

7.3 You acknowledge and agree that Rivalry’s Intellectual Property will at all times remain the property of Rivalry and its licensors. You further acknowledge that you have no claim or right of whatever nature in and to the aforesaid Intellectual Property, other than the limited rights conveyed herein.

7.4 You undertake and agree that you shall not assert the invalidity, unenforceability or contest the ownership of any of the Intellectual Property rights of Rivalry or its licensors in any action or proceeding whatsoever and shall not take any action that may prejudice Rivalry’s or its licensors' rights in such Intellectual Property.

7.5 You undertake and agree that you will not register any domain name that includes, incorporates or consists of any Rivalry Mark or any domain name that is confusingly similar to the Rivalry Marks. You undertake and agree that you shall, upon request by Rivalry, promptly transfer ownership of any domain names registered in violation of these Terms to Rivalry or any third party designated by Rivalry. This obligation shall survive the termination of these Terms.

7.6 You undertake and agree that you shall not make any bid on any internet search engine using keywords including the Rivalry Marks or words that are confusingly similar to the Rivalry Marks.

7.7 Nothing herein shall be considered or understood to be a transfer by us to you of any rights whatsoever in the Marketing Materials or any other of our Intellectual Property whatsoever. All goodwill in the Marketing Materials generated as a result of your use of the Marketing Materials (and in particular the Rivalry Marks) under these Terms shall belong to us and you agree to execute any document necessary to transfer such goodwill to us.

8. Your Warranties

8.1 By participating in the Rivalry Affiliate Program, you represent, warrant and undertake that:

a) your activities shall fully comply with these Terms;

b) you shall not solicit any potential customers by way of any offers except for the current offers made available through the Rivalry Affiliate Program;

c) you have the ability, experience, expertise and resources to perform all of your obligations hereunder in accordance with these Terms;

d) you understand and agree that the marketing activity undertaken by you in connection with the Rivalry Affiliate Program, and your conduct as an Affiliate has the potential to inflict substantial damage to Rivalry’s reputation and goodwill, and as a result you shall at all times consider and act in the best interests of Rivalry and shall preserve the goodwill and reputation of Rivalry and Rivalry’s name;

e) you shall not undertake any activities in violation of our intellectual property rights, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the Rivalry Marks, copying the “look and feel” of our sites or software, using any Rivalry Marks, branding or logos except as expressly permitted by these Terms, or modifying any Marketing Materials we make available on the Rivalry Affiliate Program Site;

f) you have evaluated the applicable laws relating to your activities and obligations hereunder and you have independently concluded that you can participate in this Rivalry Affiliate Program and fulfil your obligations hereunder without violating any applicable rule of law;

g) you will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage. This includes but is not limited to you registering customer accounts or playing under your own Affiliate tracking links and or any other Fraudulent Activity;

h) that at no time will any of Your Site(s) contain, or link to, content that : (i) is obscene or indecent, including for these purposes both so-called ‘hard' and ‘soft' adult content; (ii) is discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) is hostile or offensive, including so-called ‘hate speech' and threats or incitements to violence; (iv) fails to respect the legal rights of others, including infringements of the intellectual property rights or others such as file-sharing torrent or pirate sites or other forms of piracy; (v) is defamatory of others; or (vi) is aimed at, targets or is 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

i) you have complied and will continue to comply throughout the duration of your participation in the Rivalry Affiliate Program, with all applicable tax obligations and duties (such as but not limited to payments, returns and filings) that concern or relate to any and all amounts paid to you by us pursuant to these Terms.

8.2 The relationship between the Affiliate and Rivalry will be that of independent contractor and nothing in these Terms shall render the Affiliate an employee, agent or partner of Rivalry or be deemed to create any such relationship between the Affiliate and Rivalry. Furthermore, the Affiliate shall not hold himself/herself out as having any such relationship with Rivalry.

8.3 The Affiliate shall be solely responsible for the payment of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any amounts paid by Rivalry to the Affiliate under this Agreement, including the applicable Commission and the Affiliate indemnifies Rivalry and shall keep Rivalry fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).

9. Restricted Territories

9.1 By entering into these Terms you undertake that you will not:

a) actively target potential customers located in Afghanistan, Aland Islands, Algeria,  Angola, Antartica, Australia, Belgium, Bosnia and Herzegovina, Bouvet Island, British Indian Ocean Territory, Bulgaria, Cambodia, Canada, Cayman Islands, Cocos Islands, Czech Republic, Denmark, Ethiopia, France, French Southern and Antarctic Lands, Germany, Guyana, Heard Island and McDonald Islands,  Hong Kong, Hungary, Iran, Iraq, Ireland, Israel, Italy, Japan, Laos, Libya, Myanmar, Netherlands, New Zealand, Nigeria, North Korea, Pakistan, Panama, Papua New Guinea, Phillippines, Poland, Portugal, Puerto Rico, Romania, Saudi Arabia, Singapore, Slovakia, South Africa, Spain, Syria, Taiwan, Turkey, Uganda, United Kingdom, United States, United States Minor Outlying Islands, Vanuatu, Vatican City, Yemen (the “Prohibited Territories”), including, but not limited to, sending correspondence, the use of bannering, off-line advertising and direct marketing any traffic or customers emanating from domains or URLs based in any of these countries.

9.2 You understand and agree that you are not entitled to any Commissions or fees applicable to any activity related to the Prohibited Territories. You further agree that the list of Prohibited Territories may be updated from time to time, and in the event a territory is added to the list of Prohibited Territories, we shall be entitled to cease paying you any Commissions or fees applicable to customers from such territories.

10. Commission Calculations

10.1 You are eligible to earn Commission payments in connection with gambling activity by New Customers referred by you, as further set out herein. You understand and agree that we may vary these Commission rates from time to time, in our sole discretion.

10.2 You are only eligible to receive ongoing Commission payments during your participation in the Rivalry Affiliate Program, and only during the time you continue to refer New Customers in accordance with these Terms. You will no longer receive Commission payments in the event your participation in the Rivalry Affiliate Program is terminated for any reason.

10.3 You are eligible to receive a Commission equal to 30% of Net Revenue generated by any New Customers referred by you, calculated on a monthly basis.

10.4 Your Commission:

10.4.1 will only start to be paid to you in relation to Our Site(s) until such time as the Commission generated in respect of that Site equals or exceeds the thresholds set out in clauses 13.5 or 13.6 (as applicable); and

10.4.2 will cease to be payable in respect of each New Customer on that date which is twenty-four (24) months after the date on which that internet user first became a New Customer. For example, if the internet user became a New Customer on 1 December 2018, Commission will be payable in respect of that New Customer for the period up to and ending upon 30 November 2020 but will cease permanently upon that date and not be payable thereafter; and

10.4.3 will cease to be payable on the date when these Terms are terminated and come to an end even if that date is within the two (2)-year period referred to above.

11. Periods of Inactivity

11.1 In the event that you fail to refer any New Customers during any consecutive 3 month period, we reserve the right to reduce your Commission rate to a flat rate of no more than 10% of Net Revenue until you introduce a total of 3 New Customers within a 3 month period, at which point (effective upon your referral of the third New Customer) your Commission rate will revert to the standard Commission rate set out in clause 10.3.

12. General Commission Terms

12.1 We may conduct special promotions related to certain products, services, games, customer activity, special events, and other matters through the Rivalry Affiliate Program Site from time to time (“Special Promotions”) and in connection with same, establish certain additional terms, Commission rates, CPA pay-out rates, incentives, deposit and wagering requirements, or other additional terms and conditions (“Special Terms”). In the event you wish to participate in one of the Special Promotions, you understand and agree that such participation will be subject to the Special Terms, as applicable.

12.2 All payments due to you are based on our own statistics, records and calculations. All decisions made by us regarding the tracking, calculation or payment of your Commissions or other payments shall be made by us in our sole discretion.

12.3 We reserve the right to review all activity in connection with your participation in the Rivalry Affiliate Program for possible Fraudulent Activity or activity which we believe in our sole discretion to be in bad faith or violation of these Terms.

12.4 We do not pay for customers who have already registered an account at one of our Sites. If the customer already exists in our system, or the system of any Site, you are not eligible to receive any payments for the customer.

12.5 We do not pay fees or Commissions in connection with Match Betting or Arbitrage Betting.

12.6 Unless you have entered into a separate written agreement with us permitting such payments, we do not pay for incentivised traffic in any form.

12.7 You will not be entitled to any payment related to any customer activity and/or traffic that we deem, in our sole discretion, to be unlawful, abusive, not generated in good faith, or based on Fraudulent Activity.

12.8 We do not pay for any customer activity related to brand bidding or any activity which we consider to be a breach of our intellectual property rights.

12.9 We reserve the right to pass on any Fraud Costs to your account. These Fraud Costs shall be deducted from any payment owed to you. In the event the Fraud Costs exceed the amount of payments owed to you, we reserve the right to collect such sums from you directly.

12.10 We reserve the right to refuse any potential New Customer, to close a customer's account, or to take other action which we may deem necessary in order to preserve the integrity or safety of Our Sites. In the event that we refuse, suspend or close any customer's account for any reason, you will not be entitled to earn Commissions in respect of those customer accounts.

13. Payment Terms

13.1 We will process the Commission earned by you in the previous calendar month by the tenth working day of the following month.

13.2 We shall not be liable to you in any amount whatsoever for late payments due to technical, third party or any other unforeseen events.

13.3 Net Revenue will be calculated in US$ only, unless otherwise agreed in writing with Rivalry. An exchange rate adjustment will be applied and charged to your account for conversions from the currency in which a New Customer referred by you transacts on Our Site into US$.

13.4 Payments of Commission to you shall be made by way of the method selected by you on registration with the Rivalry Affliate Program, in one of the available currencies being: US$, AU$, CA$, GBP£, Euros, CZK, DKK or SEK provided that a market exchange rate adjustment will be charged for payments made in currencies other than US$.

13.5 Subject to Clause 13.6 below, you will only be paid once you have a balance of a minimum of $20 US$ of Commission owing to you (or the local currency equivalent as per Clause 13.4 above).

13.6 If you have selected wire transfer as your method of payment, you will only be paid by bank wire if the total amount of Commission owed is $250 US$ or more (or the local currency equivalent).

13.7 You will not be able to change your payment details in your account during the 10 (ten) working day period prior to the date we make payment to you, and any attempts by you to make such changes during this period will be rejected. To ensure your payments are properly processed, it is your sole responsibility to ensure that the correct payment details are entered at least 5 (five) working days prior to the payment date.

13.8 You are responsible for the reporting and payment of any taxes, tariffs or other governmental fees, charges or levies applicable to any Commission payable to you in connection with your participation in the Rivalry Affiliate Program. All amounts payable to you are exclusive of all sales, use, value-added, withholding, and other taxes and duties. You undertake and agree to promptly reimburse Rivalry for any and all taxes or duties that Rivalry may be required to pay in connection with your participation in the Rivalry Affiliate Program, except for taxes payable on Rivalry’s net income.

13.9 For certain regulated markets, payments to be made to you in connection with the Rivalry Affiliate Program will be subject to a marketing cost deduction to take account of the marketing spends and branding activities undertaken by Rivalry or its affiliated companies in those markets (the “Branding Charge.”) This Branding Charge shall be deducted from any applicable Net Revenue when calculating your Commission due.

13.10 We reserve the right to change the Commission payment schedules and methods of calculation at any time, in our sole discretion.

14. Negative Carry-Over

14.1 In the event that the total Net Revenue from your referred customers is negative for a given month, the negative balance will be reset at the end of that month to zero and will not be carried over to the following month.

15. Affiliate Networks

15.1 If you are joining the Rivalry Affiliate Program in the capacity of an affiliate marketing network, you represent, warrant and undertake that the terms and conditions of your marketing network are at least as restrictive as those set out herein, and that you shall be responsible for all activity undertaken by your affiliates. Rivalry reserves the right in its sole discretion to request written documentation of your compliance with this clause, and your failure to promptly provide such documentation upon request shall be deemed a material breach of these terms.

16. Data Protection

16.1 You acknowledge and agree that:

16.1.1 all information relating to any referred customer (“Rivalry Personal Data”) is the exclusive and sole property of Rivalry and that you shall have no rights therein whatsoever excluding any information that you gather independently, outside of your participation in the Rivalry Affiliate Program;

16.1.2 subject to procurement of any necessary consents, we grant to you a non-exclusive, revocable licence to use the Rivalry Personal Data solely for the purposes of providing, and only to the extent required to provide, the requisite services under these Terms;

16.1.3 we shall be the data controller of the Rivalry Personal Data and you shall be the data processor of the Rivalry Personal Data;

16.1.4 you will only process the Rivalry Personal Data in accordance with our written instructions as data controller and you will not under any circumstances process any Rivalry Personal Data other than as instructed by Rivalry; and

16.1.5 the terms process, data controller, data processor and data subject as used in this Clause 16 shall have the meanings ascribed to them within the GDPR (as applied by the Data Protection Act 2018).

16.2 You hereby undertake that you will:

16.2.1 take appropriate technical and organisational measures (and shall ensure that such measures are taken by any person to whom it is authorised to disclose Rivalry Personal Data) against unauthorised or unlawful processing of the Rivalry Personal Data and against loss or destruction of, or damage to, the Rivalry Personal Data. Having regard to the state of technological development and the cost of implementing any such measures, such measures must ensure a level of security appropriate to: (i) the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction of or damage to the Rivalry Personal Data; and (ii) the nature of the Rivalry Personal Data to be protected;

16.2.2 take reasonable steps to ensure the reliability of any personnel (including employees) who have access to the Rivalry Personal Data;

16.2.3 provide Rivalry with such guarantees in relation to the technical and organisational measures governing its processing of the Rivalry Personal Data as Rivalry considers to be 'sufficient' within the Data Protection Legislation  and will take reasonable steps, including at the reasonable direction of Rivalry, to ensure compliance with those measures;

16.2.4 comply with all Data Protection Legislation in relation to your processing of the Rivalry Personal Data and hereby confirm that you will not do, or permit anything to be done, which could cause us to incur liability under Data Protection Legislation;

16.2.5 not use any third party to process Rivalry Personal Data without our prior written consent (which may be withheld at our sole discretion). If we provide such consent: (i) you shall procure that any such third party complies with these Terms; and (ii) you shall remain primarily liable for the acts and omissions of such third party;

16.2.6 immediately notify us if you become aware of a data security breach involving Rivalry Personal Data (which shall include any breach of this Clause 16);

16.2.7 promptly notify us if you receive any: (i) data subject request; (ii) complaint or request regarding our obligations under Data Protection Legislation; and/or (iii) any other communication directly or indirectly relating to Rivalry Personal Data, and will provide full cooperation and assistance to us in relation to the foregoing, including by complying with any data subject request in accordance with Data Protection Legislation and providing full details of any such complaint, request or communication and all other relevant information to us;

16.2.8 cooperate with and provide reasonable assistance to (at your own cost) data protection regulators and us in relation to the regulatory requirements of any relevant data protection authority, including promptly providing information that we reasonably request from time to time;

16.2.9 not modify, amend or alter Rivalry Personal Data or permit modification, amendment or alteration to Rivalry Personal Data, or disclose, or permit disclosure, to any third party without our prior written consent;

16.2.10 not transfer any Rivalry Personal Data outside of the European Economic Area (EEA) without our prior written consent and, where such consent is given, you shall ensure that you employ adequate levels of protection in connection with such transfer; and

16.2.11 permit us together with our external advisers to inspect and audit (subject to reasonable confidentiality undertakings) your data processing activities and comply promptly with our reasonable requests to enable us to verify your compliance with these Terms.

17. Restriction on Activities by Related Persons / Entities

17.1 In order to prevent the potential for abuse and Fraudulent Activity, Rivalry does not pay Commissions for customer referrals in certain circumstances, such as when you have an existing relationship with the referred customer. While decisions shall be taken on a case-by-case basis, we provide for illustration purposes the following non-exhaustive list of scenarios where Commissions shall not be paid:

b) you shall not earn any fees or Commissions on any additional Rivalry Affiliate Program account set up by you, or on your behalf;

c) you shall not earn Commission on any Rivalry Affiliate Program account/s set up by your employees or immediate family members, or on their behalf; or

d) if you, or, if applicable, your employees, agents, or family members, sign up as a New Customer on one of Our Sites after being referred to the site by you, we will not pay any Commissions or amounts related to such activity and we have the right to terminate your enrolment in the Rivalry Affiliate Program and cancel these Terms.

18. Account Security

18.1 You are responsible to guard the security of your Rivalry Affiliate Program username and password, and may not share your login details with any third party. You shall be solely responsible for all activity occurring under your Affiliate account.

18.2 We may require you from time to time to positively verify your account details in order to receive continuing Commissions or to prevent Fraudulent Activity in connection with your account. This is to protect both you and us from potential illegal or Fraudulent Activity. This verification process may require the submission of additional personal documentation proving identity, payment and physical address details.

19. Confidentiality

19.1 During your participation in the Rivalry Affiliate Program, we may share with you certain Confidential Information owned by Rivalry or its licensors. You undertake and agree that you will not use the Confidential Information for any purpose other than to discharge your obligations to Rivalry in accordance with these Terms, and that you will not publish or disclose the Confidential Information to any third party without our express written permission.

19.2 You undertake and agree to take all reasonable measures to maintain the confidentiality of our Confidential Information, which will in no event be less than reasonable care.

20. Money Laundering; Anti-Bribery

20.1 You undertake to act in compliance, and remain fully updated, with all applicable anti-corruption, anti-money laundering and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes under (without limitation) the Bribery Act 2013 (“Bribery Act”) which precludes giving, offering or agreeing to give anything of value to government officials or holders of and candidates for public office or political parties, their families and agents, directly or indirectly, in connection with obtaining or maintaining contracts or orders or obtaining other benefits. The Bribery Act also require complete and accurate record-keeping which records the Affiliate will maintain throughout the term of your participation in the Rivalry Affliate Program and for such period thereafter as the relevant rule, law or regulation may prescribe.

20.2 You undertake and agree that your participation in the Rivalry Affliate Program shall not, directly or indirectly, encourage, benefit from, or be party/privy to, any money laundering or related illegal activities. Rivalry strictly prohibits, and undertakes efforts to prevent, money-laundering activities and other activities that may facilitate money-laundering or the funding of terrorist or criminal activities in connection with the Rivalry Affiliate Program. You hereby agree to provide Rivalry or its designated agents with all requested assistance and documentation in connection with such efforts, including but not limited to: (a) for individuals, copies of your current: passport, driving licence, utility bill, bank statement, or other documents; or (b) in the case of a corporation, copies of: the company's certificate of incorporation, constitutional documentation, identity of the directors, officers and beneficial owners of the company. You agree that Rivalry may undertake independent identity verification procedures in its sole discretion which may include the procurement of information from public or private sources for identity verification and crime prevention purposes.

20.3 You understand and agree that some jurisdictions in which we operate have strict laws on money laundering that may impose an obligation upon us to report you to the federal or local authorities within such jurisdictions if we know, suspect or have reason to suspect, that any transactions in which you are directly, or indirectly, involved, involve funds, derived from illegal activities, or are intended to conceal funds derived from illegal activities or involve the use of the Rivalry Affiliate Program to facilitate criminal activity.

20.4 You understand and agree that, if we have any knowledge, belief or suspicion that any money laundering or illegal activity may have occurred, we may at our absolute discretion: (a) immediately suspend, deregister or terminate your membership of the Rivalry Affiliate Program; (b) decline to pay you any further Commission and/or (c) report you to the aforementioned federal or local authorities should we, in our absolute discretion, determine that we are obliged, by law, to do so.

20.5 Rivalry is committed, in accordance with its zero-tolerance policy for bribery and corruption (the “Anti Bribery and Corruption Policy”), to ensure that all of its activities and the activities of all of its Affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in performing your activities under these terms, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective New Customers, “impressions”, “clicks”, “acquisitions”, “installations”, “views”, “leads”, “registrations, payments made under these Terms or otherwise. Rivalry shall immediately terminate your participation in the Rivalry Affiliate Program if it determines, in its sole discretion, that any of your activities do not fully comply with this Anti Bribery and Corruption Policy.

21. Indemnity

21.1 You shall defend, indemnify, and hold us and our directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with your performance of your duties and obligations under these Terms, or any breach by you of these Terms or any warranty, representation, or agreement contained in these Terms.

21.2 In the event we are subject to any third party claim or investigation as a result of the activities of you in connection with these Terms, we reserve the right to withhold any Commission, fee or other amount due, as an offset against any cost or liability which may attach as a result of such claim or investigation, in addition to any other remedy available to us.

22. Disclaimer of Warranty

22.1 We make no express or implied warranties or representations with respect to the Rivalry Affiliate Program, the Marketing Material, the Rivalry Affiliate Program Site, or Our Site, including, without limitation, any warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site (including any tracking mechanisms) will be uninterrupted or error-free, and we make no guarantees regarding the amount of Commissions which may be generated as a result of your participation in the Rivalry Affiliate Program. We will not be liable for the consequences of any such interruptions or errors.

23. Limitation of Liability

23.1 You acknowledge that neither Our Site(s) nor the associated software will be error-free or uninterrupted and that we will not be liable for the consequences of any errors or interruptions. Further, we do not make any representation or warranty, express or implied to you as to any matter contemplated by these Terms including the quality, merchantability, fitness for particular use or suitability of Our Site(s) or the associated software.

23.2 Under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (including any loss of revenue, profits or data) arising from any provision of these Terms or matters related to these Terms. Our aggregate maximum liability arising with respect to these Terms for any reason will not exceed the total Commissions paid or payable to you pursuant to these Terms.

24. Term and Termination

24.1 These Terms will come into effect upon our acceptance of your Application Form and shall continue until your participation in the Rivalry Affiliate Program is terminated for any reason.

24.2 Either party may terminate these Terms and your participation in the Rivalry Affiliate Program for convenience at any time, effective upon written notice to the other.

24.3 Any notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Terms and your participation in the Rivalry Affiliate Program shall accordingly terminate with immediate effect.

24.4 In the event of termination of these Terms for any reason:

a) all rights and licenses granted to you in these Terms shall immediately terminate;

b) you must immediately cease all marketing activity, cease the distribution of any Marketing Materials, and disable any links from Your Site to Our Site;

c) you must promptly return to us any confidential information and/or customer information, and all copies of same in your possession, custody and control; and

d) for clarification purposes, termination will not release you from any liability arising from any breach of these Terms that occurred prior to termination.

24.5 Following the termination of these Terms and the payment to you of monies due to you as at the time of termination, we shall have no obligation to make any further Commission payments to you. For the avoidance of doubt, this means that if the agreement between us represented by these Terms is terminated, you will receive no Commission for New Customers in respect of the period after termination: you will only receive Commission due to you up to the date of termination and not afterwards.

24.6 In the event we terminate your participation in the Rivalry Affiliate Program as a result of a breach of these terms by you, you shall not be entitled to receive any additional Commissions effective the date of termination. In the event we terminate your participation in the Rivalry Affiliate Program as a result of Fraudulent Activity or activities which we believe to be unlawful or in bad faith, we reserve the right to recover any payments previously made to you and seek the recovery of all costs incurred in the investigation of such activities and the closure of your account, in addition to any other rights and remedies available at law.

25. Indemnity

25.1 You will defend, indemnify and hold Rivalry and our shareholders, directors, officers, employees, agents and representatives, agents, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including legal fees and costs, resulting from, arising out of, or in any way connected with (a) any actual or alleged breach by you of any warranty, representation or undertaking by you contained in these Terms; (b) the performance of your duties and obligations under these Terms; (c) your negligence in performing your duties and obligations under these Terms; and/or (d) any injury directly or indirectly caused by your negligence or intentional acts or omissions or the unauthorized use of the Marketing Materials (e) any Tax required to be paid by you arising from or as a result of any fees payable to you from Rivalry pursuant to this Agreement. You shall also indemnify and hold Rivalry and our officers, shareholders, employees, directors, agents, successors and assigns harmless at all times from any and all third party claims, actions, suits, demands, damages, losses, liability and all costs and expenses (including, but not limited to, attorneys' fees) relating to the development, operation, maintenance and content of Your Site(s).

26. Notices

26.1 Any notice or communication hereunder shall be in writing, sent via e-mail to the party’s designated address. All notices shall be in English, effective upon sending.

a) The designated e-mail address for Rivalry is: [email protected]

b) Your designated e-mail address is the e-mail address provided by you in your Application Form.

27. Sale of Your Business

27.1 If you wish to sell, or otherwise dispose of the shares or assets of your Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of your business) you shall be required, prior to completing the sale, disposal or transfer, to:

a) Give us no less than 30 (thirty) days prior written notice of such intention, provide such details as we may request (which shall include, but not be limited to, your Affiliate ID and full details of the intended purchaser, including their banking details and, if they are already an affiliate of the Rivalry Affiliate Program, their Affiliate ID) and furnish us with an irrevocable consent and authority to pay the selling affiliate’s Commission, after the sale is completed, to the purchaser, in a form acceptable to us in our sole discretion; and

b) Make the deed of sale subject to the suspensive condition that we approve such purchaser as an Affiliate of the Rivalry Affiliate Program and that such intended purchaser shall, subject to our approval (at our sole discretion) join the Rivalry Affiliate Program.

27.2 You agree that we shall have sole discretion to approve or reject any proposed assignment, novation or transfer of your rights under these Terms to any prospective purchaser or third party.

27.3 Any approval of your request to novate or transfer your rights to any third party will terminate your enrollment in the Rivalry Affiliate Program on the date of transfer.

27.4 If we reject the intended purchaser as an Affiliate of the Rivalry Affiliate Program and you nevertheless decide to proceed with the sale/change of control or transaction contemplated above, then we reserve the right to terminate your enrollment in the Rivalry Affiliate Program immediately.

28. Miscellaneous

28.1 We reserve the right to change any provision of these Terms at any time at our sole discretion and acting unilaterally without reference to you or your consent and without incurring any liability to you. Except in the case of emergencies, such as cheating, fraud, piracy, mistakes in these Terms or other events of an urgent nature, or beyond our control, we will use our reasonable endeavours to provide you with an email notifying you of the changes at least fourteen (14) days prior to the date on which we intend them to take effect, but where we do not do so any such changes will take effect upon the posting of the amended Terms. You should monitor these Terms frequently to ensure that you are aware of and agree to the latest version. YOU WILL BE BOUND BY ALL SUCH CHANGES AND IF YOU DO NOT AGREE TO BE BOUND YOU SHOULD TERMINATE YOUR MEMBERSHIP OF THE RIVALRY AFFLIATES PROGRAM IN ACCORDANCE WITH YOUR RIGHT TO DO SO SET OUT IN CLAUSE 24 OF THESE TERMS. THIS TERMINATION RIGHT IS YOUR ONLY REMEDY IN RELATION TO ANY CHANGES MADE BY US TO THESE TERMS.

28.2 These Terms shall, upon execution, constitute the entire agreement between the parties with respect to the subject matter hereof and they cancel and supersede all previous understandings and agreements, both oral and written, between the parties in respect of the subject matter of these Terms.

28.3 These Terms and any matters relating hereto to them be governed by, and construed in accordance with, the laws of the Isle of Man. You irrevocably agree that, subject as provided below, the courts of the Isle of Man shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and any matter arising in relation to them and irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this Clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

28.3 Nothing in these Terms confers or purports to confer on any third party any benefit or right to enforce any term of these Terms and the application of the Contracts (Right of Third Parties) Act 2001 is hereby excluded.

28.4 Except as provided in clause 27 (“Sale of Your Business”), you may not assign or delegate any right, duty or obligation under these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assign, transfer or novation by you in violation of these Terms is void and shall have no effect. Subject to that restriction, these Terms will be binding on, enure to the benefit of, and enforceable against you and us and your and our respective successors and assigns.

28.5 Our failure to enforce your strict performance of any provision of these Terms will not constitute nor be construed as a waiver of our right to subsequently enforce such provision or any other provision of these Terms. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

28.6 Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms 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 these Terms or any provision hereof.

28.7 These Terms shall, upon execution, constitute the entire agreement between the parties with respect to the subject matter hereof and they cancel and supersede all previous understandings and agreements, both oral and written, between the parties in respect of the subject matter of these Terms.

28.8 The English language version of these Terms shall be the prevailing version in the event of any discrepancy between any translated versions of these Terms.