UBET TERMS & CONDITIONS
This document (the "Terms and Conditions") sets out the terms and conditions agreed between BetU Curacao B.V ("Company") and the person (natural or legal) set out on the relevant Registration Form (the "Affiliate"). Please read this document carefully before submitting a Registration Form, as it sets out your legal rights and obligations in relation to our Affiliate Program. By completing the Registration Form and selecting "I agree to the Terms and Conditions" within the Registration Form, you agree to be bound by these Terms and Conditions. Together with the Registration Form and Acceptance Email, these Terms and Conditions form a legally binding agreement between the Company and the Affiliate. You may not apply to become a member of or participate in the Affiliate Program unless you agree to these Terms and Conditions. If you have any questions or comments about the Affiliate Program, please contact us by writing to our Affiliate Team at [email protected]
- 1.Definitions and interpretation
1.In the Agreement:
1."Acceptance Email" means an email sent by the Company to an Affiliate in accordance with Clause 2.3 confirming that the applicant has been accepted into the Affiliate Program;
2."Affiliate" means the person (natural or legal) specified as the applicant for our Affiliate Program on the Registration Form;
3."Affiliate Program" means the affiliate program operated by the Company in relation to the UBET Website, that forms the subject matter of the Agreement;
4."Affiliate Website" means the website or websites owned and operated by the Affiliate and specified on the Registration Form;
5."Agreement" means the agreement between the Company and the Affiliate comprising these Terms and Conditions, the Registration Form and the Acceptance Email, and any amendments to it (including amendments to these Terms and Conditions) from time to time; 6."Company" means BetU Curacao B.V.
7."Effective Date" means the date the Agreement comes into force as determined in accordance with Clause 2;
8."Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any third Party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
9."Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and including copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
10."Lead" means a tracked user who first visited the UBET Website by means of a Link;
11."Link" means a hyperlink (whether embedded in text or an image or otherwise) from the Affiliate Website to the UBET Website in the form, of the design, and in a position on the Affiliate Website specified by the Company;
12."Parties" means the Affiliate and the Company, and "Party" means either of them;
13."Payment Trigger" means a Lead's first wager on the UBET Website, provided that such wager is made by the Lead within 30 days of the date of the Lead's first visit to the UBET Website and can be verified by the Company;
14."Payment" means either: a.payment of a specified dollar amount in respect of each Payment Trigger; or b.payment of a specified percentage amount of Profit, as specified in the Acceptance Email or as otherwise agreed between the Company and the Affiliate from time to time;
15."Profit" means the gross monies received by the Company from Leads less monies paid out to Leads as winnings, after the deduction of all taxes and duties and other disbursements including: a.software hosting and provisioning costs; b.bank or financial intermediary handling charges (including for use of "electronic wallets" and charge backs and refunds); c.losses due to fraud and bad debts of end users; d.all direct costs of providing the service to users (including charges of age, identification and geographic location verification costs); and e.brand licensing (in relation to game content).
16."Prohibited Materials" means content, works or other materials that the Company determines (acting reasonably) constitute: a.indecent, obscene, pornographic or lewd material; b.material that breaches any applicable laws, regulations or legally binding codes; c.material that infringes any third party Intellectual Property Rights or other rights; d.material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user; e.computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or f.spam or bulk unsolicited email.
17."Registration Form" means the HTML form on the UBET Website, enabling the Affiliate to (if the Affiliate's application is successful) become a member of and participate in the Affiliate Program;
18."Term" means the term of the Agreement as determined in accordance with Clause 2;
19."UBET" means BetU Curacao B.V; and
20."UBET Website" means www.ubet.io., or any other website operated by the Company or any companies in its group.
21.In the Agreement, a reference to a statute or statutory provision includes a reference to: a.that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and b.any subordinate legislation made under that statute or statutory provision. 3.The Clause headings do not affect the interpretation of the Agreement.
1.In order to apply to become an Affiliate, the prospective Affiliate must complete and submit the Registration Form.
2.The Company will evaluate the prospective Affiliate's Registration Form and will notify the prospective Affiliate of the outcome of such evaluation. The Company may reject any application if it is determined, in the Company's discretion, that the prospective Affiliate is unsuitable to be an Affiliate.
3.The Agreement will come into force if and when the Company sends to the Affiliate the Acceptance Email.
4.The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 11.
1.The Affiliate will within 7 days following the Effective Date include one or more Links on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term.
2.The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Company's trademarks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 days of the request.
1.The Affiliate will provide the Company with such cooperation, information and documentation as is required by the Company (acting reasonably) in connection with the Affiliate Program.
2.The Affiliate must: a.keep the Affiliate Website up-to-date and in good working order; b.ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term; c.ensure all marketing of or relating to the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally.
3.The Affiliate must not: a.include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website; b.seek to generate traffic to the Affiliate Website using illegal or fraudulent activity, spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods; c.increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method; d.modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required to ensure proper tracking; e.target any person who is under the legal age for gambling, or any jurisdiction where gambling and/or the promotion thereof is illegal; f.make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company; g.include any hyperlink to the UBET Website from the Affiliate Website that is not a Link; h.include any reference to the Company or the UBET Website on the Affiliate Website which may be deemed as negative; i.knowingly send to the Company traffic of a quality and/or origin that is unsatisfactory to the Company determined at its sole and absolute discretion; or j.take any action in connection with the Affiliate Program which might reasonably be expected to damage the reputation and goodwill of the Company and/or the UBET Website.
4.The Affiliate is responsible for the quality and origin of the traffic that it provides to the UBET Website and will remain responsible for the quality and origin of that traffic following expiry of the Term.
5.If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to the UBET Website, the Company may issue a written warning to the Affiliate, notifying the Affiliate of the questionable traffic. If, after three (3) written warnings, the Affiliate still directs traffic of a questionable quality and/or origin to the UBET Website, the Company may, in its sole discretion, immediately terminate such Affiliate's participation in the Affiliate Program.
6.The Affiliate is not permitted to copy the website of any other member of the Affiliate Program. The Company reserves the right to suspend and/or terminate an Affiliate's participation in the Affiliate Program if they are found to have copied another member of the Affiliate Program's website.
7.The Affiliate will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all visitors.
- 5.Intellectual Property Rights
1.The Company grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce electronically and publish on the Affiliate Website only the Links.
2.The Company does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.
3.Except as described in Clause 5.1, nothing contained in this Agreement will grant either Party any right, title or interest in the Intellectual Property Rights over the other Party.
1.During the Term, the Company will make all Payments (if any) to the Affiliate in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than $100.00 USD, in which case the Payments may be held over to the next payment date.
2.No Payments shall accrue following the expiry of the Term. Subject to Clause 12.2, Payments accrued prior to and unpaid on the expiry of the Term will be paid in accordance with the Agreement within 30 days of the expiry of the Term.
3.Payment amounts are calculated and paid in accordance with the Company's reasonable and good faith means of statistical analysis and Lead tracking methods.
4.If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.
5.Payments to the Affiliate will be made in the Company's chosen cryptocurrency using such payment details as are provided by the Affiliate on the Registration Form.
6.No Payments will be due in respect of: a.any wagers on the UBET Website made by or on behalf of: i.the Affiliate; ii.any parent undertaking or subsidiary of the Affiliate; iii.any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; iv.by any natural person related to or associated with any of the above; b.any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; c.any purchases on the UBET Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to require repayment of Payments made as a result of such purchases).
7.Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.
1.Each Party warrants to the other Party: a.that it has the legal right and authority to enter into and perform its obligations under the Agreement; and b.that it will perform its obligations under the Agreement with reasonable care and skill.
The Affiliate will indemnify and keep indemnified the Company, and the Company's officers, employees, representatives, agents and subcontractors, against all losses, demands, claims, damages, costs, expenses (including legal costs and expenses) and liabilities arising out of or in connection with any breach by the Affiliate of any term of the Agreement.
1.Nothing in the Agreement will exclude or limit the liability of either Party for any liability which may not be excluded or limited under applicable law.
2.Subject to Clause 9.1, the Company's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract (including by way of any indemnity), tort (including negligence), equity or otherwise, will be limited as follows: a.the Company will not be liable for any: i.loss of profits, income or anticipated savings, ii.loss or corruption of any data, database or software, iii.reputational damage or damage to goodwill; iv.loss of any commercial opportunity, or v.indirect, special or consequential loss or damage; b.the Company will not be liable for any losses arising out of a Force Majeure Event; and c.the Company's aggregate liability in any calendar year will in no circumstances exceed the total amount paid (or, if greater, payable) by the Company to the Affiliate under the Agreement during that calendar year; and d.the Company's aggregate liability in any calendar year will in no circumstances exceed $1,000 USD.
1.Neither Party shall be liable to the other for any failure or delay in performing its obligations under the Agreement if such delay or failure arises from a Force Majeure Event. In such circumstances the non-performing Party is excused from whatever performance is prevented by the Force Majeure Event for the duration of the Force Majeure Event.
2.If a Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, that Party will promptly notify the other Party of the Force Majeure Event.
3.The non-performing Party will take reasonable steps to mitigate the effects of the Force Majeure Event.
1.Either Party may terminate the Agreement forthwith at any time by giving 30 days' written notice to the other Party.
2.The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate: a.commits any breach of any term of the Agreement; b.becomes insolvent or enters into any insolvency process or procedure; or c.(where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
- 12.Effects of termination</li
1.Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8, 9, 12 and 13.
2.Notwithstanding Clause 6.2, if the Agreement is terminated by the Company under Clause 11.2, the Company will not have any obligation to make any further Payments to the Affiliate.
3.Subject to Clause 12.2, termination of the Agreement will not affect either Party's accrued rights as at the date of termination.
4.Provided that we have paid or do pay to you such sums as are properly due and owing at the date of termination (subject to any rights of set off or deduction whether arising under this Agreement or otherwise), we shall have no further liability to pay you any further sums following the date of termination.
- 13.General
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1.Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant address or email address specified on the Registration Form (in the case of the Affiliate) or the UBET Website (in the case of the Company) (or as notified by one Party to the other in accordance with this Clause).
2.A notice will be deemed to have been received at the relevant time set out below: a.where the notice is delivered personally, at the time of delivery; b.where the notice sent by first class post, 48 hours after posting; and c.where the notice sent by email, at the time of the transmission (providing the sending Party retains written evidence of the transmission).
3.No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach. The Company’s failure to enforce the Affiliate’s adherence to the terms of the Agreement shall not constitute a waiver of the right of the Company to enforce said terms at any time.
4.If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
5.Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.
6.The Agreement may be varied by the Company posting a new version of these Terms and Conditions on the UBET Website and notifying the Affiliate in writing that the Agreement has been varied. The Affiliate's continued participation in the Affiliate Program after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement.
7.The Company may freely assign its rights and obligations under the Agreement without the Affiliate's consent.
8.The Agreement is made for the benefit of the Parties, and is not intended to benefit any third Party or be enforceable by any third Party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third Party.
9.The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Subject to Clause 9.1, each Party acknowledges that the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement and no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other Party. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
10.The Agreement will be governed by and construed in accordance with the laws of Malta. The Parties agree that all claims, disputes or matters arising out of or in connection with this Agreement shall be submitted to arbitration at and in accordance with the rules applicable to arbitration at the Malta Arbitration Centre, Malta.
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