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, unless agreed to otherwise and 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..
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.
Affiliate ID: A unique tracking mechanism to Rivalry’s 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 Affiliate in accordance with these Terms and Conditions.
Affiliate Site(s): means those websites(s) that are owned and/or controlled by Affiliate and which are listed as Affiliate websites that are to be included in the Rivalry Affiliates Program.
AGCO Registration: means successfully completing the registration process with the Alcohol and Gaming Commission of Ontario.
Confidential Information: Any information of whatever nature, which has been, or may be, provided by Rivalry in connection with the Rivalry Affiliate Program or Rivalry’s business 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 and Conditions.
Data Protection Legislation: Means all applicable federal, provincial and foreign laws, regulations, codes of practice and guidance documents applicable to personal information, data protection, privacy and marketing laws in force in any relevant jurisdiction.
Effective Date: Means the date in which you are accepted into the Rivalry Affiliate Program.
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 or any reversal of charges, Match Betting, false or automated account creation and any collusion or cheating by an Affiliate or a customer.
Inducement means any offer that may persuade or encourage a person to participate, or to participate frequently, in any gaming activity. Examples include, but are not limited to, sign-up offers, deposit offers, offer of a reward, bonus or “boosted” odds, refund/stake-back offers, multi-bet offers, or winnings paid on losing bets.
Intellectual Property: Any and all 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.
New Customer: A natural person who is at least the legal age of majority in their province of residence that the Affiliate directs to Rivalry’s Site and who can be linked to the Affiliate’s Affiliate ID, who is eligible to open an account on Rivalry’s Site and: (a) who successfully opens a new account on Rivalry’s Site in accordance with the Site’s applicable terms and conditions; and (b) who has not had a previous account on Rivalry’s Site.
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(s) used by Rivalry to manage the Rivalry Affiliate Program, currently located at https://aff.rivalryaffiliates.com.
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.
Rivalry Site(s): means 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 and Conditions.
Taxes: Means all forms of taxation and charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and of any jurisdiction 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.
2. Term and Termination
2.1 These Terms and Conditions begin on the Effective Date and continue until terminated by either party as set out herein.
2.2 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 form of notification.
2.3 Either party may terminate these Terms and Conditions and Affiliate’s participation in the Rivalry Affiliate Program for convenience at any time, effective upon thirty (30) days written notice to the other.
2.4 Rivalry will have the right to suspend or terminate these Terms and Conditions, without the payment of any amount to Affiliate, immediately if:
a. Rivalry is advised by any regulatory authority that: such regulatory authority disapproves of these Terms and Conditions or the relationship between the parties; (ii) Rivalry is required to terminate these Terms and Conditions by such regulatory authority; or (iii) the existence of these Terms and Conditions or the association between the parties would cause or be reasonably likely to cause Rivalry’s approvals, permits, or licenses under any applicable law to be in jeopardy of being revoked, suspended, limited, endorsed with conditions or otherwise restricted;
b. in the opinion of Rivalry, Affiliate becomes the subject of public disrepute, contempt or scandal that affects Affiliate’s or Rivalry’s image or goodwill or engages in any conduct that would disparage, denigrate, portray in an unfavourable light or injure the success of Rivalry;
c. Affiliates promotes or includes on any Affiliate Site any prohibited content or illegal sites or conducts any advertising activity in contravention of these Terms and Conditions or applicable laws;
d. Rivalry has any knowledge, belief or suspicion that any Fraudulent Activity, money laundering or other illegal activity may have occurred.
e. Affiliate fails 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
f. 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.
2.5 In the event of termination of these Terms and Conditions for any reason:
a. all rights and licenses granted to Affiliate in these Terms and Conditions shall immediately terminate;
b. Affiliate must immediately cease all marketing activity, cease the distribution of any Marketing Materials, and disable any links from Affiliate Site to Rivalry Sites;
c. Affiliate must promptly return to Rivalry any confidential information and/or customer information, and all copies of same in Affiliate’s possession, custody and control; and
d/ for clarification purposes, termination will not release Affiliate from any liability arising from any breach of these Terms and Conditions that occurred prior to termination.
2.6 Following the termination of these Terms and Conditions and the payment to Affiliate of monies due to Affiliate as at the time of termination, Rivalry shall have no obligation to make any further Commission payments to Affiliate. For the avoidance of doubt, this means that if the agreement between the parties represented by these Terms and Conditions is terminated, Affiliate will receive no Commission for New Customers in respect of the period after termination and Affiliate will only receive Commission due to Affiliate up to the date of termination and not afterwards.
2.7 In the event Rivalry terminate Affiliate’s participation in the Rivalry Affiliate Program as a result of a breach of these Terms and Conditions by Affiliate or in any of the circumstances described in Section 2.4 above, Affiliate shall not be entitled to receive any additional Commissions effective the date of termination and Rivalry may report Affiliate to the aforementioned federal or local authorities should Rivalry, in Rivalry’s absolute discretion, determine that Rivalry are obliged, by law, to do so.
2.8. In the event Rivalry terminate Affiliate’s participation in the Rivalry Affiliate Program as a result of Fraudulent Activity or activities which Rivalry believe to be unlawful or in bad faith, Rivalry reserve the right to recover any payments previously made to Affiliate and seek the recovery of all costs incurred in the investigation of such activities and the closure of Affiliate’s account, in addition to any other rights and remedies available at law.
3. Affiliate Program
3.1 Rivalry offers an affiliate marketing program whereby approved affiliates may earn commissions for New Customer referrals, as further described herein (the “Rivalry Affiliate Program”).
3.2 Affiliate represents and warrants that:
a. the information provided in Affiliate’s all application documents is correct and up-to-date and Affiliate will update it as required on an ongoing basis in order to ensure that it remains correct;
b. Affiliate has not already registered as an Affiliate;
c. Affiliate is legally capable of entering into a binding contract, and Affiliate are not aware of any legal, commercial, contractual or other restriction against Affiliate’s participation in the Rivalry Affiliate Program in accordance with these Terms and Conditions; and
d. It has the full right, power and authority to enter into these Terms and Conditions.
3.3 If there should, at any time during Affiliate’s participation in the Rivalry Affiliate Program, occur any event which may cause any of the warranties provided in respect of Affiliate’s application form to become false, or which may prevent Affiliate from wholly fulfilling Affiliate’s obligations in accordance with these Terms and Conditions, Affiliate shall promptly notify Affiliate’s Rivalry account representative, and Rivalry shall be entitled to terminate these Terms and Conditions and Affiliate’s participation in the Rivalry Affiliate Program immediately, without the requirement to make any further payments to Affiliate.
4. Affiliate Marketing and Use of Rivalry’s Marketing Materials
4.1 Rivalry will provide to Affiliate certain Marketing Materials for incorporation into the Affiliate Sites during the Term of these Terms and Conditions. All Marketing Material shall be made available to Affiliate through the Rivalry Affiliate Program Site and may be updated by Rivalry from time to time.
4.2 Rivalry owns all rights, title and interest, including all intellectual property rights, in and to the Marketing Materials.
4.3 During the Term, Rivalry grants to Affiliate a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, revocable, limited right and license to reproduce, display and publish the Marketing Materials on Affiliate Sites for the sole purpose of referring New Customers to Rivalry Sites in return for Commissions.
4.4 Unless expressly agreed to in writing by Rivalry, Affiliate may not:
a. use or distribute the Marketing Materials for any other purpose other than as expressly set out herein;
b. reproduce, display, publish or cause to be reproduced, displayed or published any Marketing Materials on any other websites; and
c. modify or amend any of these Marketing Materials but may re-size the Marketing Materials so long as the original ratios are maintained;
4.5 Affiliate undertakes and agrees that:
a. it will use only 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 the responsibility of Affiliate to check the Rivalry Affiliate Program Site for updated Marketing Material on a regular basis;
b. it will not, without the specific written approval of Rivalry, market or promote Rivalry using any promotional materials not provided or approved in writing by Rivalry; and
c. in the event Rivalry designates any Marketing Materials as subject to particular restrictions (for example, campaign start/end dates, demographic limitations, etc.), it will use the Marketing Materials in accordance with such designated restrictions.
4.6 All of Affiliate’s marketing activities shall be lawful and shall strictly comply with any instructions, policies or Special Terms (as defined below) provided by Rivalry from time to time which set out additional standards, restrictions and guidelines applicable to marketing activities in connection with the Rivalry Affiliate Program.
4.7 Affiliate agrees that Rivalry may review Affiliate’s marketing activities from time to time. Rivalry reserves the right to demand the immediate takedown or modification of any materials that Affiliate distributes, 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. Affiliate undertake and agree to provide prompt assistance and full cooperation in connection with any requests made by Rivalry in this regard.
5. Prohibitions, Marketing Activities
5.1 Affiliate represents and warrants that:
a. it shall not conduct any activities directly or indirectly with any Unsuitable Site or any Prohibited Site;
b. it shall not advertise or engage in any direct-to-consumer marketing, direct-to-consumer promotion or player referral service for any gaming websites, including any gaming websites that facilitate or accept wagers from players, that operate in Ontario without an AGCO Registration;
c. it shall not, directly or indirectly, engage in any way, whether verbal, written, or otherwise, in any channels whatsoever, in public advertising of Inducements, bonuses and credits, including targeted advertising and algorithm-based advertising;
d. market or promote Affiliate Sites in any way which might compete or interfere with Rivalry’s own marketing efforts, unless Affiliate has received prior written approval from Rivalry;
e. it shall not advertise or send communications to high-risk or underage individuals; and
f. at no time will Affiliate or any Affiliate Sites market, promote, contain, or link to, content or promotional activities that are or may be seen to be: (i) unlawful, harmful, threatening, obscene, discriminatory, scandalous, fraudulent, offensive, or indecent, including both ‘hard' and ‘soft' adult content; (ii) discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) hostile or offensive, including hate speech and threats or incitements to violence; (iv) failing to respect the legal rights of others, including infringements of any third party rights, including rights or privacy, publicity or intellectual property rights; (v) defamatory of others; (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; (vii) that is false and misleadingly deceptive to attract the public; (viii) that is deemed to promote excessive play; (ix) implies that gaming is: required to fulfil social obligations, an alternative to employment, is a means to recover other past financial losses, a way to enhance personal qualities, a rite of passage, an escape from personal or professional problems, or a priority in life; or (x) using file-sharing torrent or pirate sites or engaging in other forms of piracy.
5.2 Affiliate acknowledges that its promotion of the Rivalry Sites has the potential to inflict substantial damage to Rivalry and Rivalry’s reputation and goodwill. Affiliate agrees that it shall at all times act in a manner that will not harm the reputation and goodwill of Rivalry. Affiliate will use its best efforts to market and promote Rivalry Sites in a manner consistent with good business ethics and in good faith towards Rivalry. Affiliate shall not undertake any action which could reasonably be construed as creating a material negative perception of the integrity of Rivalry or the Rivalry Affiliate Program.
5.3 Affiliate acknowledges and agrees that in performing its obligations under these Terms and Conditions, it is strictly prohibited from marketing and promoting Rivalry Sites to players outside Ontario and Affiliate shall exercise all possible technical and operational measures to prevent such marketing.
6. Prohibitions, General
6.1 Affiliate 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;
b. have any association with another company that operates in the unregulated gaming market in Ontario;
c. offer or provide Inducements or 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 Affiliate from time to time through the Rivalry Affiliate Program;
d. 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;
e. be a party (whether directly or indirectly) to any illegal activity or Fraudulent Activity in connection with its participation in the Rivalry Affiliate Program.
6.2 Affiliate acknowledge and agree that any breach of Sections 4, 5 or 6 shall be deemed a material breach of these Terms and Conditions resulting in the immediate termination of these Terms and Conditions.
7. Affiliate Obligations
7.1 Affiliate shall:
a. create policies and procedures, that are aligned with industry best practices, that identify, prevent and minimize the risks of harm from gaming to players and that encourage responsible gambling (collectively, the “Policies”). Such Policies must be regularly evaluated and updated to include current best practices;
b. provide routine, mandatory training for all managers and employees on the Policies, including providing training for employees who interact with players so that they may provide information about help resources upon request;
c. post a responsible gambling statement, responsible gambling materials and information about obtaining help in a way that is visible, available and accessible to all players;
d. provide users with the option to initiative a short-term break in their play; and
e. upon request from Rivalry, shall require all its employees to participate in training and educational sessions, including, without limitation, annual responsible gambling awareness training, all VIP specific responsible gambling training, annual anti-money laundering awareness training and anti-bribery and corruption training.
7.2 If requested by Rivalry, Affiliate undertakes and agrees to provide Rivalry with all such Policies, information and documentation as Rivalry may reasonably require to verify Affiliate’s compliance with these Terms and Conditions, or which Rivalry may require for Rivalry’s regulatory or legal purposes.
7.3. Affiliate shall inform Rivalry of all and any communications (whether written or verbal) with customers of Rivalry Sites within two (2) days of the occurrence thereof.
7.4 Affiliate shall maintain complete records, during the Term and for a period of two years after the termination or expiration of Affiliate’s participation in the Rivalry Affiliate Program, regarding Affiliate’s activity in the Rivalry Affiliate Program and any marketing or promotional activity undertaken.
8. Electronic Marketing; No Marketing to Self-Excluded Customers
8.1 Affiliate will not send any marketing or promotional SMS, email, direct message or other communication (“Communication”) relating to Rivalry or the Rivalry Affiliate Program without Rivalry’s prior written consent. In order for Rivalry to properly consider whether its consent shall be granted, Affiliate shall provide to Rivalry:
a. A complete list of the intended recipients of any proposed marketing campaign, which list Rivalry shall review to verify that marketing materials are not to be sent to any person who has a self-exclusion agreement;
b. Written confirmation that all proposed Communications comprising the proposed campaign comply with all applicable anti-spam legislation, including but not limited to:
i. that all Communications include sender identification information and an option to opt-out from receiving further such communications;
ii. that Affiliate has obtained the necessary consent from all proposed recipients of the campaign; and
iii. Affiliate has confirmed that none of the proposed recipients have opted-out of their promotional communications.
8.2 If Rivalry incurs any costs or expenses in connection with any Communication sent by Affiliate or anyone on behalf of Affiliate in contravention of applicable anti-spam legislation, such costs will be deducted from any Commissions due to Affiliate under these Terms and Conditions. Should Rivalry’s costs not be covered by the funds in Affiliate’s account Rivalry have the right to offset future Commission payments or pursue other alternative means for obtaining payment from Affiliate.
9. Affiliate fulfilment of regulatory requests
9.1 Affiliate acknowledges that, from time to time, Rivalry may receive a request for information from a gambling authority in connection with the activity under these Terms and Conditions. Upon the receipt of such request, Rivalry may request Affiliate 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, Affiliate agrees to promptly (a) provide Rivalry with the information requested, (b) procure such information for Rivalry and/or (c) assist Rivalry to the extent required in order to ascertain such information.
10. Rivalry’s Intellectual Property Rights
10.1 For the sole purpose of exercising rights and performing obligations set out in these Terms and Conditions, during the Term, Rivalry grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free and revocable license to use, display and publish the Rivalry Marks solely in connection with the placing of the Marketing Materials on Affiliate Sites for the purpose of promoting Rivalry Sites. Affiliate shall not make use of any Rivalry Marks, branding or logos except as expressly permitted by these Terms and Conditions.
10.2 Rivalry and its licensors retain full and exclusive ownership of Rivalry Sites, Rivalry Marks, Marketing Materials, any reports, documentation or materials provided in connection with the Rivalry Affiliate Program, and any Intellectual Property rights therein. No right, title or interest in the foregoing is conveyed hereunder. Any rights that are not expressly granted herein are reserved by Rivalry and its licensors.
10.3 Affiliate acknowledges and agrees that (i) Rivalry’s Intellectual Property will at all times remain the property of Rivalry and its licensors and (ii) Affiliate has no claim or right of whatever nature in and to such Intellectual Property, other than the limited rights set out in these Terms and Conditions. All goodwill in the Marketing Materials generated as a result of Affiliate’s use of the Marketing Materials (and in particular the Rivalry Marks) under these Terms and Conditions shall belong to us and Affiliate agrees to execute any document necessary to transfer such goodwill to Rivalry.
10.4 Affiliate undertakes and agrees that:
a. It 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;
b. It shall not take any action that may prejudice Rivalry’s or its licensors' rights in such Intellectual Property;
c. It will not register or use any domain name that includes, incorporates or consists of any Rivalry Mark or any domain name that is confusingly similar to the Rivalry Marks. Upon request by Rivalry, Affiliate agrees to promptly transfer ownership of any domain names registered in violation of these Terms and Conditions to Rivalry or any third party designated by Rivalry. This obligation shall survive the termination of these Terms and Conditions; and
d. It shall not make any bids on any internet search engine using keywords including the Rivalry Marks or words that are confusingly similar to the Rivalry Marks.
10.5 Affiliate Sites must not copy the look and feel of Rivalry Sites or have the potential to cause the impression that any sites or landing pages used by Affiliate are owned, operated or affiliated with Rivalry or any of its associated brands.
11. Affiliate’s Representation & Warranties
11.1 In addition to any other representations and warranties set out in these Terms and Conditions, Affiliate represents, warrants and undertakes that:
a. all of its activities shall fully comply with these Terms and Conditions and all applicable laws, rules, regulations, codes, ordinances and, where applicable, any directives, interpretation documents, guidance documents or codes of conduct issued by a regulatory authority. Without limiting the generality of the foregoing, Affiliate:
i. has evaluated all the applicable laws relating to its activities and obligations hereunder and it has independently concluded that it can participate in this Rivalry Affiliate Program and fulfil its obligations hereunder without violating any applicable rule of law;
ii. shall 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.
iv. Any electronic messages or other communications sent by Affiliate, or caused to be sent by Affiliate, shall be in full compliance with all regulations related to the sending of commercial electronic messages.
b. it shall not solicit any potential customers by way of any offers except for the current offers made available through the Rivalry Affiliate Program; and
c. it has the ability, experience, expertise and resources to perform all of its obligations hereunder in accordance with these Terms and Conditions.
12. Payment and Commission.
12.1 Affiliate shall be paid a Commission in accordance with Schedule “A” attached hereto.
13. Affiliate Networks
13.1 If Affiliate is joining the Rivalry Affiliate Program in the capacity of an affiliate marketing network, Affiliate represents, warrants and undertakes that the terms and conditions of Affiliate’s marketing network are at least as restrictive as those set out herein, and that Affiliate shall be responsible for all activity undertaken by Affiliate’s affiliates. Rivalry reserves the right in its sole discretion to request written documentation of Affiliate’s compliance with this clause, and Affiliate’s failure to promptly provide such documentation upon request shall be deemed a material breach of these Terms and Conditions.
14. Data Protection
14.1 Affiliate acknowledges and agrees that:
a. all information relating to any referred customer (“Rivalry Personal Data”) will be used solely by Rivalry and that Affiliate shall make no use of such information, excluding any information that Affiliate gathered independently outside of Affiliate’s participation in the Rivalry Affiliate Program;
b. subject to procurement of any necessary consents, Rivalry grants to Affiliate 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 and Conditions;
c. For the purposes of these Terms and Conditions, Rivalry shall be the data controller of the Rivalry Personal Data and Affiliate shall be the data processor of the Rivalry Personal Data;
d. Affiliate will only process the Rivalry Personal Data in accordance with Rivalry’s written instructions as data controller and Affiliate will not under any circumstances process any Rivalry Personal Data other than as instructed by Rivalry; and
14.2 Affiliate hereby undertakes that it will:
a. 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;
b. take reasonable steps to ensure the reliability of any personnel (including employees) who have access to the Rivalry Personal Data and ensure that all personnel who has access to Rivalry Personal Data understand the ;
c. 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;
d. comply with all Data Protection Legislation in relation to Affiliate’s processing of the Rivalry Personal Data and hereby confirm that Affiliate will not do, or permit anything to be done, which could cause us to incur liability under Data Protection Legislation;
e. not use any third party to process Rivalry Personal Data without Rivalry’s prior written consent (which may be withheld in its sole discretion). If Rivalry provides such consent: (i) Affiliate shall procure that any such third party complies with these Terms and Conditions; and (ii) Affiliate shall remain fully liable for the acts and omissions of such third party;
f. immediately notify Rivalry if Affiliate becomes aware of a data security breach involving Rivalry Personal Data (which shall include any breach of this Clause 14);
g. promptly notify Rivalry if Affiliate receives any: (i) data subject request; (ii) complaint or request regarding Rivalry’s 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;
h. cooperate with and provide reasonable assistance to (at Affiliate’s own cost) data protection regulators and us in relation to the regulatory requirements of any relevant data protection authority, including promptly providing information that Rivalry reasonably request from time to time;
i. 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 Rivalry’s prior written consent;
j. not transfer any Rivalry Personal Data outside of the European Economic Area (EEA) without Rivalry’s prior written consent and, where such consent is given, Affiliate shall ensure that Affiliate employ adequate levels of protection in connection with such transfer and the parties agree they shall execute any necessary documentation to permit such transfer; and
k. permit us together with Rivalry’s external advisers to inspect and audit (subject to reasonable confidentiality undertakings) Affiliate’s data processing activities and comply promptly with Rivalry’s reasonable requests to enable us to verify Affiliate’s compliance with these Terms and Conditions.
15. Restriction on Activities by Related Persons / Entities
15.1 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 Affiliate have an existing relationship with the referred customer. While decisions shall be taken on a case-by-case basis, Rivalry provide for illustration purposes the following non-exhaustive list of scenarios where Commissions shall not be paid:
a. Affiliate shall not earn any fees or Commissions on any additional Rivalry Affiliate Program account set up by Affiliate, or on Affiliate’s behalf;
b. Affiliate shall not earn Commission on any Rivalry Affiliate Program account/s set up by Affiliate’s employees or immediate family members, or on their behalf; or
c. if Affiliate, or, if applicable, Affiliate’s employees, agents, or family members, sign up as a New Customer on one of Rivalry’s Sites after being referred to the site by Affiliate, Rivalry will not pay any Commissions or amounts related to such activity and Rivalry have the right to terminate Affiliate’s enrolment in the Rivalry Affiliate Program and cancel these Terms and Conditions.
16. Account Security
16.1 Affiliate is responsible to guard the security of Affiliate’s Rivalry Affiliate Program username and password, and may not share Affiliate’s login details with any third party. Affiliate shall be solely responsible for all activity occurring under Affiliate’s account.
16.2 Rivalry may require Affiliate from time to time to positively verify Affiliate’s account details in order to receive continuing Commissions or to prevent Fraudulent Activity in connection with Affiliate’s account. This is to protect both Affiliate and Rivalry from potential illegal or Fraudulent Activity. This verification process may require the submission of additional personal documentation proving identity, payment and physical address details.
17.1 During Affiliate’s participation in the Rivalry Affiliate Program, Rivalry may share with Affiliate certain Confidential Information owned by Rivalry or its licensors. Affiliate undertakes and agrees that Affiliate will not use the Confidential Information for any purpose other than to discharge Affiliate’s obligations to Rivalry in accordance with these Terms and Conditions, and that Affiliate will not publish or disclose the Confidential Information to any third party without Rivalry’s express written permission.
17.2 Affiliate undertakes and agrees to take all reasonable measures to maintain the confidentiality of Rivalry’s Confidential Information, which will in no event be less than reasonable care.
18.1 Affiliate shall defend, indemnify, and hold Rivalry and its affiliates, shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from and against any and all liabilities, losses, damages, and costs, including reasonable legal fees, resulting from, arising out of, or in any way connected with: (a) Affiliate’s performance of its duties and obligations under these Terms and Conditions, (b) any breach by Affiliate of these Terms and Conditions or of any warranty, representation, or agreement contained in these Terms and Conditions, (c) Affiliate’s breach of or failure to comply with any applicable law, (d) any liability or expense incurred by Rivalry in association with any Taxes or other payments due to a third party by Affiliate, (e) Affiliate’s negligence in performing its duties and obligations under these Terms and Conditions, or (f) any injury directly or indirectly caused by Affiliate’s negligence or intentional acts or omissions or the unauthorized use of the Marketing Materials.
18.2 In the event Rivalry is subject to any third party claim or investigation as a result of the activities of Affiliate in connection with these Terms and Conditions, Rivalry reserves 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.
19. Disclaimer of Warranty
19.1 Rivalry make no representations, conditions, guarantees or warranties, express or implied, with respect to the Rivalry Affiliate Program, the Marketing Materials, the Rivalry Affiliate Program Site, or the Rivalry Sites, 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, Rivalry makes no representation, warranty or guarantee that the operation of the Rivalry Sites (including any tracking mechanisms) will be uninterrupted or error-free, and Rivalry make no guarantees regarding the amount of Commissions which may be generated as a result of Affiliate’s participation in the Rivalry Affiliate Program. Rivalry will not be liable for the consequences of any such interruptions or errors.
20. Limitation of Liability
20.1 Affiliate acknowledges that neither the Rivalry Sites nor the associated software will be error-free or uninterrupted and that Rivalry will not be liable for the consequences of any errors or interruptions. Further, Rivalry does not make any representations, guarantees or warranties, express or implied, to Affiliate as to any matter contemplated by these Terms and Conditions including the quality, merchantability, fitness for particular use or suitability of Rivalry’s Sites or the associated software.
20.2 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 and Conditions or matters related to these Terms and Conditions. Rivalry’s total aggregate maximum liability arising with respect to these Terms and Conditions for any reason will not exceed the total Commissions paid or payable to Affiliate pursuant to these Terms and Conditions.
21.1 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]
22. Independent Contractors
22.1 The relationship between the Affiliate and Rivalry will be that of independent contractor and nothing in these Terms and Conditions 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.
23.1 These Terms and Conditions 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 and Conditions.
23.2 These Terms and Conditions and any matters relating hereto to them be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Any and all disputes arising under these Terms and Conditions, whether as to performance, interpretation or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereby irrevocably attorns to the jurisdiction of the courts of Ontario. f
23.3 Nothing in these Terms and Conditions confers or purports to confer on any third party any benefit or right to enforce any term of these Terms and Conditions.
23.4 Affiliate may not assign or delegate these Terms and Conditions in whole or in part, or any right, duty or obligation under these Terms and Conditions, by operation of law or otherwise, without Rivalry’s prior written consent. Any attempted assign, transfer or novation by Affiliate in violation of these Terms and Conditions is void and shall have no effect.
23.5 Rivalry’s failure to enforce Affiliate’s strict performance of any provision of these Terms and Conditions will not constitute nor be construed as a waiver of Rivalry’s right to subsequently enforce such provision or any other provision of these Terms and Conditions. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
23.6 Whenever possible, each provision of these Terms and Conditions shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms and Conditions 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 and Conditions or any provision hereof.
24. Schedule "A" Affiliate Payment and Commissions
This Schedule “A” sets out the terms and conditions which govern the payment of Commissions to Affiliate. Unless otherwise defined herein, all defined terms shall have the meaning set out in the Terms and Conditions.
a. Deductible Costs: Any costs incurred by Rivalry in connection with the operation of Rivalry’s 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).
b. 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.
c. 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.
d. 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).
e. Progressive Contributions: The percentage of revenue generated on any progressive game that is paid by Rivalry into a progressive pool.
1.2 Customer Tracking and Reports.
a. Affiliate is solely responsible for ensuring that all referred customers are properly tagged with Affiliate’s Affiliate ID. Affiliate will not receive credit for New Customers who are not properly tagged or who Rivalry are unable to otherwise properly associate with the Affiliate ID.
b. Rivalry shall track all New Customer activity relevant to the calculation of Affiliate’s Commission. Affiliate agrees that Rivalry’s statistics and calculations in relation to the tracking of New Customer activity and the calculation of Affiliate’s Commission shall be final and binding; and
c. Rivalry will provide Affiliate with online access to reports of New Customer Activity through the Rivalry Affiliate Program Site. The form, content and frequency of Rivalry reporting may vary from time to time, at its sole discretion.
1.3 Commission Calculations
a. Affiliate is eligible to earn Commission payments in connection with gambling activity by New Customers referred by Affiliate, as further set out herein. Affiliate understands and agrees that Rivalry may vary these Commission rates from time to time, in Rivalry’s sole discretion.
b. Affiliates are only eligible to receive ongoing Commission payments during Affiliate’s participation in the Rivalry Affiliate Program, and only during the time Affiliate continues to refer New Customers in accordance with these Terms and Conditions. Affiliate will no longer receive Commission payments in the event Affiliate’s participation in the Rivalry Affiliate Program is terminated for any reason.
c. Affiliates are eligible to receive a Commission equal to thirty percent (30%) of Net Revenue generated by any New Customers referred by Affiliate, calculated on a monthly basis.
d. Affiliate Commission:
i. will only start to be paid to Affiliate in relation to Rivalry Sites at such time as the Commission generated in respect of that Site equals or exceeds the thresholds set out in herein (as applicable); and
ii. 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
iii. will cease to be payable on the date when these Terms and Conditions is terminated and comes to an end even if that date is within the two (2)-year period referred to above.
1.4 Periods of Inactivity
a. In the event that Affiliate fails to refer any New Customers during any consecutive three (3) month period, Rivalry reserve the right to reduce Affiliate’s Commission rate to a flat rate of no more than 10% of Net Revenue until Affiliate introduce a total of three (3) New Customers within a three (3) month period, at which point (effective upon Affiliate’s referral of the third New Customer) Affiliate’s Commission rate will revert to the standard Commission rate set out in this clause.
1.5 General Commission Terms
a. Rivalry 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 Affiliate wishes to participate in one of the Special Promotions, Affiliate understands and agrees that such participation will be subject to the Special Terms, as applicable.
b. All payments due to Affiliate are based on Rivalry’s own statistics, records and calculations. All decisions made by us regarding the tracking, calculation or payment of Affiliate Commissions or other payments shall be made by Rivalry in its sole discretion.
c. Rivalry reserves the right to review all activity in connection with Affiliates’ participation in the Rivalry Affiliate Program for possible Fraudulent Activity or activity which Rivalry believes in its sole discretion to be in bad faith or violation of these Terms and Conditions.
d. Rivalry does not pay for customers who have already registered an account at one of the Rivalry Sites. If the customer already exists in Rivalry’s system, or the system of any Rivalry Site, Affiliate is not eligible to receive any payments for the customer.
e. Rivalry does not pay fees or Commissions in connection with Match Betting or Arbitrage Betting.
f. Unless Affiliate has entered into a separate written agreement with us permitting such payments, Rivalry do not pay for Induced or incentivised traffic in any form.
g. Affiliate will not be entitled to any payment related to any customer activity and/or traffic that Rivalry deem, in Rivalry’s sole discretion, to be unlawful, abusive, not generated in good faith, or based on Fraudulent Activity.
h. Rivalry does not pay for any customer activity related to brand bidding or any activity which Rivalry considers to be a breach of Rivalry’s intellectual property rights.
i. Rivalry reserves the right to pass on any costs, damages or losses arising as a direct or indirect result of Fraudulent Activity (“Fraud Costs”) to Affiliate’s account. These Fraud Costs shall be deducted from any payment owed to Affiliate. In the event the Fraud Costs exceed the amount of payments owed to Affiliate, Rivalry reserve the right to collect such sums from Affiliate directly.
j. Rivalry reserves the right to refuse any potential New Customer, to close a customer's account, or to take other action which Rivalry may deem necessary in order to preserve the integrity or safety of Rivalry’s Sites. In the event that Rivalry refuse, suspend or close any customer's account for any reason, Affiliate will not be entitled to earn Commissions in respect of those customer accounts.
k. Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage. This includes but is not limited to Affiliate registering customer accounts or playing under Affiliate’s own Affiliate tracking links and or any other Fraudulent Activity;
1.6 Payment Terms
a. Rivalry will process the Commission earned by Affiliate in the previous calendar month by the tenth working day of the following month; however, Rivalry shall not be liable to Affiliate in any amount whatsoever for late payments due to technical, third party or any other unforeseen events.
b. Net Revenue will be calculated in US dollars only, unless otherwise agreed in writing with Rivalry. An exchange rate adjustment will be applied and charged to Affiliate’s account for conversions from the currency in which a New Customer referred by Affiliate transacts on Rivalry’s Site into US dollars.
c. Payments of Commission to Affiliate shall be made by way of the method selected by Affiliate on registration with the Rivalry Affiliate Program, in one of the available currencies being: US$, AU$, CA$, GBP£, Euros, CZK, DKK or SEK provided that a market exchange rate adjustment will be charged for payments made in currencies other than US$.
d. Subject to Clause 12.5(d) below, Affiliate will only be paid once Affiliate has a balance of a minimum of $20 US$ of Commission owing to Affiliate (or the local currency equivalent as per Clause 12.5(c) above).
e. If Affiliate have selected wire transfer as Affiliate’s method of payment, Affiliate will only be paid by bank wire if the total amount of Commission owed is $250 US$ or more (or the local currency equivalent).
f. Affiliate will not be able to change its payment details in its account during the 10 (ten) working day period prior to the date Rivalry makes payment to Affiliate, and any attempts by Affiliate to make such changes during this period will be rejected. To ensure Affiliate’s payments are properly processed, it is Affiliate’s sole responsibility to ensure that the correct payment details are entered at least 5 (five) working days prior to the payment date.
g. Affiliate is responsible for the reporting and payment of any taxes, tariffs or other governmental fees, charges, levies or any other payments imposed by governmental authority applicable to any Commission payable to Affiliate in connection with Affiliate’s participation in the Rivalry Affiliate Program. All amounts payable to Affiliate are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Affiliate undertake and agree to promptly reimburse Rivalry for any and all taxes or duties that Rivalry may be required to pay in connection with Affiliate’s participation in the Rivalry Affiliate Program, except for taxes payable on Rivalry’s net income.
h. For certain regulated markets, payments to be made to Affiliate 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 Affiliate’s Commission due.
i. Rivalry reserve the right to change the Commission payment schedules and methods of calculation at any time, in Rivalry’s sole discretion.
1.7 No Negative Carry-Over
a. In the event that the total Net Revenue from Affiliate’s referred customers is negative for a given month, the negative balance will not be carried over to the following month.