Dublz
Group Partner Terms and
Conditions
This Agreement includes and incorporates the
terms and conditions set out below ("Terms
and Conditions") together with
the IO (as defined below) agreed between us and you, and the Data
Processing Agreement in Appendix A. In addition, if you are operating
in Colombia, Mexico, Brazil and other Latin American Countries the
terms in Appendix B are included and incorporated into the
Agreement (such country-specific terms being the "Specific
Terms")
It is very important that you read and
understand the terms under this Agreement. By ticking the box
indicating your acceptance and continuing with your application to
join our affiliate programme, you are agreeing (subject to our
approval of your application) to the terms of this Agreement. If you
do not agree with the terms under this Agreement (or are not
authorised to do so), you should not continue with your application.
If you have any questions regarding our affiliate programme or the
terms of this Agreement please contact your affiliate manager.
This Agreement replaces all previous terms and
conditions for our affiliate programme, including those agreed
between you and us previously.
1. Definitions
The following expressions in this Agreement
shall have the following meanings:
1. Definitions
The following
expressions in this Agreement shall have the following meanings:
Affiliate /
you / you means the person or company or other legal entity set
out in the application form to join the affiliate programme;
Affiliate
Account means the area you can log into for details of Customers
and Revenue Share payment, and to access the Links and the Brand
Content, as set out in the IO;
Affiliate Site
means your owned and/or controlled website(s), mobile app(s) and/or
any other marketing channel used by you to direct traffic to the
Site(s) as approved by us;
Agreement
means the IO agreed between us and you, the Terms and Conditions,
Appendix A and, if applicable, the Specific Terms;
Anti-Bribery
Requirements means all applicable laws, regulations, codes and
sanctions relating to anti-bribery and anti-corruption, including the
Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977;
API means
the Brand's application programming interface;
Applicable Law
means any: (a) statute, statutory instrument, bye law, order,
directive, treaty, decree or law (including any common law, judgment,
demand, order or decision of any court, regulator or tribunal),
including all consumer laws; (b) rule, policy, guidance or
recommendation issued by any governmental, statutory or regulatory
body; and/or (c) industry code of conduct or guideline, in any case
which apply to us and/or to you and/or which relate to the services
provided under this Agreement;
Brand
shall have the meaning as set out in the IO;
Brand Content
means the graphical artwork or text containing or referencing the
Brand, which are made available by us through your Affiliate Account,
that you may use to connect Users to our Sites from the Affiliate
Site;
Control in
respect of you (where you are a company), where there is an
acquisition of either: (a) the voting rights attaching to 25% or more
of the voting shares in you; or (b) the power to direct or cause the
direction and management of your policies in accordance with the
acquirer's wishes, whether as a result of the ownership of shares,
control of the board of directors, contract or any powers conferred
by the articles of association or other constitutional documents;
Customers
means a User who has entered one of the Site(s) via the Links and
who: (a) has registered to open an account with us in respect of the
relevant Site ("Customer Account"); (b) has not
previously opened an account with us or any member of the Group; (c)
has had their account registration details adequately validated and
approved by us, including (without limitation) that the individual is
confirmed to be 18 years of age or above; (d) places stakes, or
plays, (as relevant) with deposited money of at least £10/€10 (or
the equivalent in the relevant jurisdiction) on the relevant Site; or
(e) complies with any other relevant factors set out in the IO and/or
any Specific Terms (if applicable);
Customer
Account shall have the meaning given above;
Data
Protection Laws means the Data Protection Act 2018, the EU Data
Protection Directive 95/46/EC, the Regulation of Investigatory Powers
Act 2000, the Telecommunications (Lawful Business Practice)
(Interception of Communications) Regulations 2000 (SI 2000/2699), the
Electronic Communications Data Protection Directive 2002/58/EC, the
Privacy and Electronic Communications (EC Directive) Regulations 2003
in each case, as amended, revised or replaced from time to time (in
particular, by operation of the Directive 2009/136/EC, and the
General Data Protection Regulation (EU) 2016/679 ("GDPR"))
and all applicable national implementing legislation and guidelines,
or any applicable analogous legislation in any jurisdiction, in each
case, as amended, revised or replaced from time to time.
Excluded
Territories means the territories from which the Affiliate Site
should not accept Users and from which we will not accept Customers
as either notified to you or as may be listed on the Site from time
to time;
Good Industry
Practice means standards, practice methods and procedures
conforming to applicable legal requirements and that degree of care
and skill diligence and prudence which would be reasonably expected
of an experienced person providing affiliate services;
Group
means NVMBS Holding limited and any of its direct or indirect
subsidiaries from time to time;
Inactive
means for you: (a) where you have not sent at least 10 new depositing
Customers to us for a period of 3 consecutive months; or (b) the Net
Revenues derived from Customers is less than £100 for any 3 month
period; means for a Customer: (a) where the Customer has not logged
into their Customer Account for a period of 3 months; or (b) the
Customer has deposited less than £10 into their Customer Account
during any 3 month period;
Intellectual
Property Rights means any and all intellectual property rights,
of all types or nature whatsoever, including, without limitation,
patent, copyright, design rights, trademarks, trade dress, data base
rights, applications for any of the above, moral rights, know-how,
trade secrets, domain names, URLs, trade names, or any other
intellectual or industrial property rights (and any licenses in
connection with any of the same), whether or not registered or
capable of registration, and whether subsisting in any specific
country or countries or any other part of the world;
IO means
an insertion order which sets out the commercial terms agreed between
us and you;
Links
means the adverts, hyperlinks, banners, text, RSS feeds or other
promotional material, which may include the Brand Content, that have
been provided or otherwise made available to you by us and/or
pre-approved by us and which are placed on the Affiliate Site linking
and directing traffic to the Site(s), as may be updated from time to
time;
Net Revenues
means all monies staked with us by Customers through the Site(s) less
the following: (a) monies paid out to Customers as winnings in
respect of such stakes; (b) a proportion of monies paid or payable by
us in the form of any betting duties, levies or taxes, including VAT
(or reasonable provisions in respect thereof); (c) charges levied on
us by electronic payment or credit card organisations in respect of
Customers; (d) bad debts in respect of Customers (defined in our sole
discretion); (e) monies attributed to Prohibited Activity; (f) stakes
returned to Customers; (g) provisions for transactions by Customers
which are reversed by instruction from the card-holder's bank
(commonly referred to as charge-backs); (h) the cost of bonuses,
'free bets' or 'free chips' provided to Customers as a promotional or
marketing activity; and (i) a proportion of any payments made to a
third party in relation to any Customers (including a payment for any
technology or other product used from time to time on the Site(s));
Prohibited
Activity means an actual or attempted act by you, any Customer or
any Third Party Promoter (when applicable), which is reasonably
deemed by us to be: (a) in breach of any Applicable Law; (b) made in
bad faith; or (c) intended to defraud us or any Site and/or
circumvent any contractual or legal restrictions, regardless of
whether such act or attempted act actually causes us or any of the
Sites any damage or harm. Prohibited Activity shall also include,
without limitation: (i) collusion; (ii) abuse of bonuses or other
promotions; (iii) abuse of the CPA commission structure (if
applicable); (iv) violation of money-laundering laws and regulations;
(v) Spamming; (vi) false, misleading or unauthorised advertising or
representations; (vii) use of stolen credit cards; (viii) rake-back
activity; (ix) unauthorised use of any Intellectual Property Rights
(including third parties' and our rights)); (x) creation of false
accounts by you or Customers; and (xi) manipulation of our service;
Regulator
means any governmental, judicial or regulatory body with regulatory
control, authority, or jurisdiction over us or you or any activity
conducted by us or you (including any gambling authority or data
protection regulator);
Revenue Share
means your share of Net Revenues accrued per Vertical, if any, during
a calendar month;
Run Off Period
has the meaning given to it at clause 15.4;
Site(s)
means the websites, landing pages, apps and/or any other online
channels operated by or under the Brand from time to time, and all of
their related pages (including any pages accessed through the API);
Spam (or
Spamming) means any email or other electronic communication you
send that markets, promotes or that otherwise refers to us, the Site
or our Facilities from time to time, or that contains any Marketing
Materials, Our Marks or Trackers and that breaches our Electronic
Marketing Rules.
Specific Terms
means the terms specific to the jurisdiction(s) in which you operate
at Appendices B, C, E, F and G or as may be published by us from time
to time;
Term means
the period during which this Agreement continues in effect;
Terms and
Conditions means these terms and conditions which govern our
affiliate programme;
Third Party
Promoter has the meaning given to it in clause 5.15;
User(s) means
visitors to the Affiliate Site;
Vertical means
poker, casino, sports, bingo, betting exchange, lottery or such other
products as detailed in the IO;
Virus any
thing or device (including any software, code, file and/or programme,
such as worms and/or trojan horses) which may: prevent, impair or
otherwise adversely affect the operation of any computer software,
hardware or network, any telecommunications service, equipment or
network or any other service or device; prevent, impair or otherwise
adversely affect access to or the operation of any programme or data,
including the reliability of any programme or data (whether by
re-arranging, altering or erasing the programme or data in whole or
part or otherwise); prevent, impair or adversely affect the user
experience; and
we / us / our
means the Group company listed in the IO.
2. This Agreement
2.1. This
Agreement sets out the terms and conditions agreed between us and you
regarding your application to join (and, if your application is
successful, your membership of) our affiliate programme.
2.2. You
are not permitted to use any Links and/or Brand Content until your
application has been approved in accordance with clause 3.2. Until
such time, we will have no responsibility or monetary obligation to
you with regard to any Customers.
2.3. If you
become an Affiliate you will:
(a) promote the Sites as set out from time to
time at your Affiliate Account(s) (as applicable); and
(b) prominently place Links on the Affiliate
Sites in accordance with these terms.
2.4. This
Agreement replaces all previous terms and conditions between you and
us regarding our affiliate programme.
2.5. Except
as otherwise stated in clause 9.9, we may change all or any part of
this Agreement at any time. Where possible, notice of any changes
will be provided to you in advance of any such changes being made,
either by an email to your last known email address on our records or
through a message via your Affiliate Account. It is important,
therefore, that you regularly log into your Affiliate Account. Unless
we believe that a change to this Agreement is required under
Applicable Law, in which case that change will come into force
immediately, any change to this Agreement will come into force 7 days
after notification is made. Your continued participation in our
affiliate programme after such time will constitute binding
acceptance of such changes. If you do not agree to the changes, you
should notify us that you wish to terminate this Agreement under
clause 14.6.
2.6. You
acknowledge and agree that regulations 6(1), 6(2), 9(1), 9(2) and
11(1) of the Electronic Commerce (EC Directive) Regulations 2002
shall not apply to or have any effect on this Agreement.
2.7. Other
than clause 15 (Consequences of Termination), if there is a conflict
between the IO, these Terms and Conditions, Appendix A and/or any IO,
the order of precedence shall be as follows:
(a) the relevant IO;
(b) the Specific Terms;
(c) Appendix A; and
(d) the Terms and Conditions.
2.8. Any
compliance queries on this Agreement should be sent to
partners@dublz.com
3. Your Application
3.1. As
part of the application process to become a member of our affiliate
programme, you must either:
(a) complete and submit an online application
form; or
(b) provide the information we request from you
directly.
The application form will form part of this
Agreement and you warrant and represent that all the information you
provide to us either directly or as part of the online application is
true, accurate and complete.
3.2. We
will notify you by email as to whether or not your application has
been successful (which will be at our sole discretion). If your
application is rejected, you may reapply at another time. If your
application is successful, we will email you the necessary
instructions on how to access your Affiliate Account.
4. Identity Verification and Supporting
Documentation
4.1. Only
individuals who are 18 years or over can be an Affiliate or work for
an Affiliate. We will verify your age as part of the application
process.
4.2. It is
our policy to prohibit and actively prevent money laundering and any
activity that facilitates money laundering or funding of terrorist or
criminal activities. We will verify your identity by obtaining
information from public sources and data and through the information
provided by you, which may include (but is not limited to): (i)
documents (where you are an individual) for the purposes of proof of
identity, proof of residence and/or address and/or proof of age; or
(ii) (where you are a company) constitutional documents and documents
which verify the identity of the directors and beneficial owner of
the company.
4.3. You
are required to provide any information and/or documentation
requested within 30 days of registration. We reserve the right to
suspend and/or terminate this Agreement pursuant to clause 14 if you
do not provide the requested information. All requested information
must be sent to partners@dublz.com
4.4. We
reserve the right to withhold any payments that may be due to you for
so long as we are unable to complete our verification procedures or
any verification processes are pending.
4.5. We may
ask you to provide further documentation on application and from time
to time to ensure our records are kept up to date. You agree to
provide us with any information and/or documents which we may request
by email to partners@dublz.com
within 30 days of such a request being made.
4.6. All
information and/or documentation sent to us must match the
information provided to us by you on registration. In the event there
is a discrepancy and you are unable to provide justification for such
discrepancies to our satisfaction we may terminate this Agreement
pursuant to clause 4.7 below.
4.7. If we
are unable to satisfy ourselves of your identity at any time during
the Term, we shall be entitled to terminate this Agreement
immediately with no liability (including any payments for revenues
generated).
5. Your Obligations
Links
5.1.
Throughout the Term, you shall prominently incorporate and
continuously display on the Affiliate Site the most up to date Links
and Brand Content provided to you by us in a manner and location
agreed between you and us. In particular you shall:
(a) not alter or remove any promotional terms
and conditions which have been included in any Link;
(b) not affect the means by which a User may
access such promotional terms and conditions from the Links,
including the requirement that significant conditions are accessible
on the same page where possible and, if not, within a single 'click'
of the Link on any linked landing and/or sign-up Sites;
(c) continually test and ensure that any Link
provided to you is working accurately and links to the relevant full
promotional terms and conditions; and
(d) where we update the Links, remove the old
Links from the Affiliate Site within 48 hours of notification and
only use such updated Links.
5.2. You
agree to give us your reasonable assistance in respect of the
display, access to, transmission and maintenance of the Links.
5.3. You
must only use Links provided by us, or pre-approved by us in writing,
to promote the Brand and provide services to us under this Agreement.
You are not permitted to create and/or distribute any marketing
materials containing any Brand Content without our prior written
approval.
5.4. You
agree to comply in full with any instructions, guidelines, notices or
updates issued by us from time to time in relation to the use of our
Brand Content and/or the operation of Links.
5.5. You
will not place Links and Brand Content on any website or otherwise
online on any site that streams or otherwise makes available content
to visitors without appropriate licences from rights holders.
Regulatory
5.6. You
acknowledge and agree that you are required to comply with licence
conditions and/or codes of practice issued by Regulators and
applicable to us or you. By participating in the affiliate programme,
you agree to carry out activities as if you were bound by the same
licence conditions and subject to the same codes of practice as us
and that you will (without limitation):
(a) at all times throughout the Term, obtain,
maintain and comply with all licences, permissions, registrations,
consents and/or authorisations you may require (including but not
limited to any requirement to obtain an affiliate licence from, or
register with, a Regulator) in order to fulfil your obligations under
the terms of this Agreement in accordance with all Applicable Law;
(b) comply and act in accordance with the
following objectives: (i) preventing gambling from being a source of
crime or disorder, being associated with crime or disorder or being
used to support crime; (ii) ensuring that gambling is conducted in a
fair and open way; and (iii) protecting children and other vulnerable
persons from being harmed or exploited by gambling. For the avoidance
of doubt, you acknowledge that deriving revenue from websites that
facilitate the infringement of a third party's Intellectual Property
Rights, including (but not limited to) unlicensed streaming sites and
file download sites, fall under (i) above;
(c) conform and adhere to Good Industry
Practice and good business conduct in respect of the activities you
carry out under the terms of this Agreement; and
(d) provide us with any such information as we
may reasonably require in order to enable us to comply with any
information reporting and/or other obligations to any Regulator.
5.7. You
will not place any Links and/or Brand Content on pages of the
Affiliate Site which are directed at, or are likely to be of
particular appeal to, anyone under the age of 18 years (or
alternatively the age where they can lawfully participate in betting
and/or gaming activities).
5.8. If you
wish to place the Links or Brand Content on any medium other than the
Affiliate Site, you must first obtain our written consent (which will
be provided at our sole discretion).
5.9. We
have the right to monitor the Affiliate Site to ensure you are
complying with the terms of this Agreement and you shall provide us
with all data and information (including, but not limited to,
passwords) at no charge to enable us to perform such monitoring.
5.10. If we
discover that your use of any Link or Brand Content is not in
compliance with the terms of this Agreement, we will be entitled to
take such measures necessary to render the Links inoperative and this
will constitute a breach of this Agreement entitling us to
immediately terminate this Agreement in accordance with clause 14.4.
Where instructed to do so by us, you shall immediately remove any
Link or Brand Content from the Affiliate Site.
5.11. You
are not, in any circumstances whatsoever, permitted to target the
Links or the Brand Content to any person or entity located in an
Excluded Territory.
IT IS YOUR RESPONSIBILITY TO CONSULT AND
REGULARLY CHECK THE SITE REGARDING ANY CHANGES TO THE LIST OF
EXCLUDED TERRITORIES (WHERE PUBLISHED).
We shall not provide you with any legal or
other advice in relation to Excluded Territories and it is your
responsibility to take your own legal advice in any jurisdiction you
target.
5.12. You
warrant and represent to us that you will at all times provide
services under this Agreement (including your use of the Links and
Brand Content) in accordance with all Applicable Law.
Brand Protection
5.13. You
must not:
(a) register any domain name or mobile app with
a name, logo or appearance that includes any of the Group's
trademarks or trade or other brand name operated by us or is, in our
sole discretion, determined to infringe our Intellectual Property
Rights or be confusingly similar to ours trademarks, brands or logos.
(b) purchase or register keywords, search terms
or other identifiers for use in any search engine, portal, social
network, sponsored advertising service or other search or referral
service which are identical or similar to any of the Group's
trademarks or trade or other brand names from time to time including
the Brand;
(c) include metatag keywords on the Affiliate
Site; or
(d) (except as expressly permitted in this
Agreement) otherwise use marks, terms or images,
in each case,
which are identical or similar to any of our trademarks or trade or
other brand names operated by us or a member of the Group from time
to time.
5.14. You
warrant and represent that you shall not, nor shall you authorise,
allow, assist, or encourage any third party to:
(a) directly or indirectly offer any person or
entity any consideration or incentive for using the Links to access
the Site;
(b) read, intercept, record, redirect,
interpret, or fill in the contents of any electronic form or other
materials submitted to us by any person;
(c) in any way modify, redirect, suppress, or
substitute the operation of any button, link, or other interactive
feature of the Site;
(d) engage in transactions of any kind on the
Site on behalf of any third party;
(e) take any action that could reasonably cause
any User and/or Customer confusion as to our relationship with you,
or as to the Site on which any functions or transactions are
occurring;
(f) other than providing the Links in
accordance with this Agreement (including the IO), post or serve any
advertisements or promotional content promoting the Site or the
Brand;
(g) post or serve any advertisements or
promotional content promoting the Site or Brand otherwise around or
in conjunction with the display of the Site including, but not
limited to, any pop-up windows or pop-under windows or "framing"
technique or technology;
(h) attempt to artificially increase monies
payable to you by us;
(i) cause the Site (or any page thereof) to
open in a User's browser other than as a result of the User clicking
on a Link;
(j) attempt to intercept or redirect
(including, without limitation, via user-installed software) traffic
from or on any website that participates in our affiliate programme;
(k) use the Links and/or any Brand Content
(including banners, campaigns and promotional material) alongside, in
conjunction or in connection with, any inappropriate content
(including, without limitation, defamatory or libellous content,
lewd, pornographic, obscene or explicit content, pirated content,
content that infringes any Intellectual Property Rights, or content
which could incite religious hatred or prejudice) and on peer to peer
file sharing sites or bit torrents. You shall immediately remove or
procure the removal of any Brand graphics, Brand banner
advertisements, the Links or Brand Content following notification
from us;
(l) purchase or register keywords, search terms
or other identifiers for use in any search engine, portal, social
network, sponsored advertising service or other search or referral
service which are aimed at self-excluded and/or vulnerable persons,
including (but not limited to) "self-excluded" or
"GAMSTOP";
(m) directly or indirectly engage in benefit
from any act or traffic that involves any Prohibited Activity;
(n) directly or indirectly post, serve,
distribute or redirect any advertisements or promotional content
promoting or otherwise advertising or marketing the Site (including,
without limitation, banners, campaigns and promotional material) to
any person or entity located in the Excluded Territories;
(o) target the Affiliate Site or any Links to
any person or entity located in the Excluded Territories;
(p) engage any Third Party Promoter without our
agreement pursuant to clause 5.13;
(q) directly or indirectly allow a Third Party
Promoter to breach any of the terms and conditions set out in this
Agreement;
(r) refer yourself as a Customer via the
Affiliate Site or any other site linked to the Affiliate Account; or
5.15. If we
determine, in our sole discretion, that you have engaged in any of
the activities set out in clause 5.13 and/or 5.14, we may (without
limiting any other rights or remedies available to us) void and/or
withhold any monies otherwise payable to you under this Agreement
gained through such breach and/or terminate this Agreement under
clause 14.4.
5.16. Where
we make a determination under clause 5.15 above, you will co-operate
and execute all documents and do all things necessary to assist in
the transfer of any domain name or other registration to us at your
own cost.
Use of Third Parties
5.17. If
agreed by us in the IO or from time to time, and at all times subject
to this Agreement, you may use affiliate networks, social influencers
or other third party marketing channels ("Third
Party Promoter") to promote the
Links. We reserve the right to revoke any such agreement given in
respect of a Third Party Promoter at any time.
5.18. The
appointment of a Third Party Promoter shall not relieve you from any
of the obligations under this Agreement, and you shall be fully
responsible for the acts and omissions of any Third Party Promoter as
if it was your own act or omission.
5.19.
Without prejudice to any other rights and remedies we may have, we
shall be under no obligation to accept or pay any Net Revenue derived
by a Third Party Promoter if it is not accrued in accordance with the
terms and conditions of this Agreement.
5.20. It is
your responsibility to make payments to any Third Party Promoter. You
agree to indemnify us in full and hold us harmless from any claim
made by a Third Party Promoter against us in respect of this
Agreement.
Marketing to Users
5.21.
Unless otherwise agreed by us, you are not permitted to send any form
of direct marketing containing any Links or any Brand Content,
including but not limited to, email, SMS, text message or push
notifications. For the avoidance of doubt, your use of any Links
and/or Brand Content must be pre-approved by us in writing before
distribution as set out in clause 5.3 of this Agreement.
5.22. In
the event we permit you to send direct marketing containing any Links
or Brand Content, you agree that you will have all appropriate
consents to send direct marketing and that you will not send any
direct marketing to any individual identified as being a
self-excluded person.
5.23. Where
we make available to you, whether through an API or otherwise, a
mechanism to check any direct marketing list against our suppression
list (a list of individuals to whom you should not send marketing on
our behalf), you agree that you will only send direct marketing with
our consent and only after your direct marketing list has been
amended appropriately to remove self-excluded or opted-out
individuals.
Use of the API
5.24. Where
you use our API, you shall:
(a) use the API in accordance with all manuals
and guidelines issued by us from time to time;
(b) comply in full with all directions and
instructions issued by us in relation to the API;
(c) not (and not permit any third party) to
copy, adapt, reverse engineer, decompile, disassemble, modify, adapt
or make error corrections to the API in whole or in part;
(d) not access, store, distribute or transmit
any Viruses;
(e) keep all information relating to the API
(including any keys and/or access codes) confidential (and such
information shall be deemed confidential information for the purposes
of clause 17); and
(f) not provide access to the API to any third
party without our prior written consent.
5.25. You
may email partners@dublz.com
should you have any queries regarding your Obligations.
5.26. You
shall not share the login details to the Affiliate Account with any
third party.
Social Media
5.27. Any
use by you of social media shall be in accordance with any guidance
we may publish on dublz.group from time to time.
5.28. Use
of "influencers" or other individuals with large social
media followings who provide marketing services for reward in order
to advertise the Brand shall be subject to our prior written approval
and shall be individuals over the age of 21. Any "influencer"
or other similar person shall not be any person whose social media
profile, in our reasonable opinion, attracts persons below the legal
age for gambling in the targeted jurisdiction.
6. Our Obligations
6.1. We
shall supply you with the Links for inclusion on the Affiliate Site.
6.2.
Subject to you complying with our instructions with regard to
tracking Customers, we shall use our best endeavours to ensure that
whenever a User links to the Site through the Links and subsequently
becomes a Customer, the relevant Customer is identified as
originating from the Affiliate Site. However, we shall not be liable
to you in any way if we are unable to identify a Customer as
originating from the Affiliate Site.
6.3. We
shall be entitled to exercise any of our rights or fulfil any of our
obligations hereunder (including, without limitation, our payment
obligations pursuant to clause 9) through the Group.
6.4. We
make no representation that the operation of the Site will be
uninterrupted or error-free and we will not be liable for the
consequences of any interruptions or errors.
7. Data Protection
7.1. You
warrant that you, the Affiliate Site(s) and any third party engaged
by you including Third Party Promoters shall at all times comply in
full with Data Protection Laws.
7.2. If you
and/or any Third Party Promoter process any data on behalf of us, you
and/or the Third Party Promoter must comply with our Data Processing
Agreement which can be found in the Appendix below and will form part
of this Agreement.
8. Inactivity
8.1. If we
deem you to be Inactive, we may freeze your Affiliate Account and
notify you that it has been frozen. If we freeze your Affiliate
Account and do not receive any response from you, within 30 days of
our notification, we will be entitled to (but not obliged), at our
sole discretion, either:
(a) delete your Affiliate Account and terminate
this Agreement in accordance with clause 14.2; or
(b) decrease the amount of your Revenue Share
as per the table in clause 9.5 below for any Customers.
If we notify you of termination and you do not
respond within a further 60 day period, any funds remaining within
your Affiliate Account at the time of freezing will revert to us and
you will have no right to reclaim it.
8.2. If a
Customer is deemed to be Inactive we may, at our sole discretion,
either:
(a) de-track that Customer (and you will no
longer receive any Revenue Share in relation to them); or
(b) decrease the amount of your Revenue Share
as per the table in clause 9.5 below for that Customer (irrespective
of whether that Customer remains Inactive or becomes active again).
9. Payment
9.1. Any
amounts due and payable to you shall be agreed in the IO and shall
not be modified other than in accordance with these Terms and
Conditions or as agreed in writing between us and you.
9.2. We
will provide you with statements accessible through your Affiliate
Account detailing the number of Customers and your share of Net
Revenues accrued over the course of a calendar month.
9.3. At the
end of each calendar month we will record your Revenue Share. In the
event that a Revenue Share in any calendar month is a negative
amount, we will be entitled, but not obliged, to carry forward and
set off such negative amount against all future Revenue Shares, which
would otherwise be payable to you, until the negative balance is set
off in full.
9.4. If
your Revenue Share does not exceed £100 in a calendar month we shall
be entitled to withhold and carry forward such sum until the end of
the next calendar month in which the Revenue Share (including such
carried forward sum) exceeds £100, at which time payment shall be
made in accordance with this clause 9. Should you not accumulate £100
over any 12 month period, we shall be entitled to void any Revenue
Share due to you and terminate this Agreement.
9.5. Unless
otherwise agreed in writing by us, Revenue Share payable in respect
of any Customer shall decrease as per the below table on the third
anniversary of that Customer's registration:
Primary
product
|
Primary
Rev Share Percentage
|
Sports
|
7.5%
|
Casino
|
7.5%
|
9.6. Where
possible, all Revenue Share payable by us shall be automatically
raised and paid out to the bank account nominated by you within 30
days of the end of the relevant calendar month. In these
circumstances, there is no requirement for you to raise an invoice
for the Revenue Share. Notwithstanding the foregoing, we may, for
technical or other reasons, request that you invoice us for the
applicable amount, and we shall pay you within 30 days from receipt
of such invoice. We will give you 7 days prior written notice if we
require you to in voice us. All invoices must be addressed to the
relevant company as indicated to you.
9.7. If an
error is made in the calculation of the Revenue Share, we reserve the
right to correct such calculation at any time and to reclaim any
overpayment made by us to you (including, without limitation, by way
of reducing future payments which might otherwise be due to you from
us from time to time).
9.8. As set
out in the definition of Net Revenue, we will not be obliged to pay
for any Revenue Share which we deem (in our sole discretion) was
generated by Prohibited Activity. If we deem any traffic to be
generated by Prohibited Activity, we will notify you as soon as
reasonably practicable. We will also be entitled, in such
circumstances, to set-off from future amounts payable to you any
amounts already received by you which have been generated by any
Prohibited Activity.
9.9. We
reserve the right to change your chosen payment structure (including
the amount of your Revenue Share) at any time by providing you with
at least 15 days' written notice. Upon expiry of the 15 day notice
period, the new Revenue Share will automatically apply to any new
Customers referred to us after this date. If you do not agree to the
change then you may terminate this Agreement by notifying us in
writing in accordance with clause 14.3. For the avoidance of doubt,
in respect of Customers referred to us before the relevant date, the
Revenue Share will remain unchanged.
9.10. All
calculations in connection with the amount payable to you under this
Agreement will be made by us and based solely on our systems' data
and records. Our calculations will be final and binding.
9.11. Net
Revenues received in currencies other than USD shall be converted in
accordance with our standard currency exchange policy.
9.12. Your
selected payment method must match the details provided on
registration (or as subsequently updated). Any discrepancy in between
your affiliate account records and your payment details may result in
delays in payment until we can complete, to our satisfaction, the
verification identity or beneficial owner of the recipient account.
To do this we may request further documentation from you.
10. Intellectual Property Rights
10.1. We
grant to you a non-exclusive, revocable and non-transferable licence
to display the Brand Content during the Term solely for the purposes
of the display of the Links by you on the Affiliate Site as set out
in this Agreement and in accordance with any guidelines as may be
provided to you from time to time by us. All Intellectual Property
Rights and any goodwill arising in the Links and in all gambling
products, associated systems and software, relating to the services
provided by us from time to time, shall remain our property. You are
not permitted to use the Brand Content in any way that is detrimental
to us, our reputation or goodwill. You are not permitted to alter or
modify in any way the Brand Content without our express prior written
consent.
10.2. You
agree that the Affiliate Site shall not in any way resemble the look
and/or feel of the Site, nor will you create the impression that the
Affiliate Site is any Site (or any part thereof).
11. Warranties
11.1. Each
party to this Agreement represents and warrants to the other that it
has and will retain throughout the Term all right, title and
authority to enter into this Agreement, to grant to the other party
the rights and licences granted in this Agreement and to perform all
of its obligations under this Agreement.
11.2. You
warrant and represent to us that:
(a) you have obtained and will maintain in
force all necessary registrations, authorisations, consents and
licences to enable you to fulfil your obligations under this
Agreement;
(b) that you fully comply with, and shall
continue to fully comply with Applicable Law;
(c) the Affiliate Site will not target or be
aimed at anyone under the age of 18; and
(d) you are not under the age of either 18
years, or the age at which gambling activities are legal under the
law of the jurisdiction where you are located, whichever is greater.
12. Indemnity
You hereby indemnify us and hold us harmless
from and against any and all losses, penalties, fines (including from
any Regulator), demands, claims, damages, costs (including legal
costs), expenses (including, without limitation, consequential losses
and loss of profit, if applicable) and liabilities suffered or
incurred, directly or indirectly, by us in consequence of any:
(a) breach, non-performance or non-observance
by you of any of your obligations under clause 10 above;
(b) action taken by a Regulator against us as a
consequence of any act or omission by you; and/or
(c) breach, non-performance or non-observance
by you of any of your warranties or representations in this
Agreement.
13. Exclusion of Liability
13.1.
Nothing in this clause 13 shall limit either party's liability for
death and personal injury resulting from its negligence, or for fraud
or for any other liability that cannot be limited by law.
13.2. We
shall not be liable to you, in contract, tort (including, without
limitation, negligence) or for breach of statutory duty or in any
other way, for:
(a) any loss of revenues, profits, contracts,
business or anticipated savings; or
(b) any loss of goodwill or reputation; or
(c) any indirect or consequential losses,
in each case, whether or not such losses were
within the contemplation of you or us at the date of this Agreement.
13.3. Our
liability shall not, in any event, exceed the sum of the total monies
paid by us to you over the twelve (12) month period preceding the
date on which our liability accrued.
13.4. You
acknowledge that this Agreement does not impose any exclusivity
option on us or any Group company, and we shall be permitted to
engage other affiliates as we wish, and neither us or any member of
the Group shall be liable in any way whatsoever for engaging in any
arrangement competing with you.
14. Term and Termination
14.1. This
Agreement shall start on the date that we notify you that your
application to join the affiliate programme has been successful and
shall continue thereafter until it is terminated in accordance with
this clause 14.
14.2. We
may terminate this Agreement for convenience at any time and for any
reason by giving you 1 week's written notice (including email).
14.3. You
may terminate this Agreement for convenience at any time and for any
reason by giving us 4 weeks' written notice (including email).
14.4. We
reserve the right to terminate this Agreement with immediate effect
by notifying you in writing if:
(a) you have breached (or we have reasonable
grounds to believe you have breached) any of the terms of this
Agreement;
(b) we (acting reasonably) believe that you
have breached, or may be in breach, of any Applicable Law;
(c) there is any negative publicity concerning
you, or your owner(s) or group companies (if applicable), which we
believe may damage the reputation of us, the Brand, the Group, and/or
its/their brands;
(d) we believe that our relationship with you
might prejudice our or the Group's relationship with any Regulator or
of the Group's ability to obtain any gambling licence;
(e) we or any other Group company are ordered
or required by any Regulator to terminate this Agreement;
(f) we or any other Group company cease to
operate the Sites, or any part thereof;
(g) the termination right in clause 9.4
applies.
14.5. If we
commit a material breach of any of our obligations under this
Agreement and, if such breach can be remedied, we fail to remedy it
within 7 days of the date of receipt of notice from you, you may
terminate this Agreement with immediate effect.
14.6. You
may terminate this Agreement if we make a change to all or any part
of this Agreement pursuant to clause 2.5 and you do not agree to the
changes, such termination to take effect at the end of the 7 day
period referred to in clause 2.5 (unless you do not agree to a change
we have made which we believe is required under Applicable Law, in
which case termination shall take effect when we receive notice from
you).
14.7.
Either party ("Non-Defaulting
Party") may terminate this
Agreement with immediate effect by written notice to the other party
("Defaulting Party")
if the Defaulting Party becomes insolvent or unable to pay its debts
(as defined in Section 123 of the Insolvency Act 1986), proposes a
voluntary arrangement, has a receiver, administrator or manager
appointed over the whole or any part of its business or assets or if
any petition shall be presented, order shall be made or
resolution passed for its winding up (except for the purposes of a
bona fide amalgamation or reconstruction), bankruptcy or dissolution
or if it shall otherwise propose or enter into any composition or
arrangement with its creditors or any class of them, or it ceases to
carry on business or if it claims the benefit of any statutory
moratorium.
14.8.
Without prejudice to any other right or remedy available to us, if
you breach this Agreement and/or we are required to do so by
Applicable Law, we shall be entitled (but not obliged) to suspend any
or all of your rights under this Agreement, with immediate effect.
Your obligations under this Agreement shall continue during any
period of suspension.
14.9. If
you have failed to fulfil any of your obligations and
responsibilities under this Agreement, we will not be obliged to pay
you the Revenue Share otherwise owing to you on termination or
thereafter, where applicable.
15. Consequences of Termination
15.1.
Immediately following the termination of this Agreement you must:
(a) remove all of the Links and the Brand
Content from the Affiliate Site; and
(b) disable any Links from the Affiliate Site
to any Site, and stop any activity relating to Links.
All rights and licences granted to you in this
Agreement shall immediately terminate.
15.2. If we
terminate this Agreement for convenience pursuant to clause 14.2, or
you terminate this Agreement under clause 14.5, your Revenue Share
will automatically decrease as per the table in clause 9.5 above for
a period of 1 year after the date termination takes effect (the "Run
Off Period"). At the end of the
Run Off Period no further Revenue Share shall be due and payable to
you.
15.3. If
you terminate this Agreement pursuant to clause 14.3 or 14.6, no
further Revenue Share shall be due and payable to you after the date
termination takes effect. For the avoidance of doubt, the Run Off
Period shall not apply.
15.4. If we
terminate this Agreement under clause 14.4, no further Revenue Share
shall be due and payable to you from the date of your breach.
15.5. The
parties shall have no further obligations or rights under this
Agreement after the end of the Term and/or Run Off Period (if
applicable), without prejudice to any obligations or rights which
have accrued to either party at the time when the Agreement ends,
save that clauses 5.12, 5.13, 5.14, 12, 13, 15, 17, 18 and 22,
together with those other clauses the survival of which is necessary
for the interpretation or enforcement of this Agreement, shall
continue to have effect after the end of the Term.
16. Change of Control
16.1. If
you have a change of Control during the Term we shall be entitled to
(at our sole discretion and option):
(a) revert to our "standard" Revenue
Share (if you are not already on this Revenue Share);
(b) reduce the Revenue Share as per the table
in clause 9.5 above for all Customers from the date on which the
change of Control occurred; or
(c) terminate this Agreement in accordance with
clause 14.2.
16.2. If
you have a change of Control during the Term, you agree to provide us
with identity verification and supporting documentation in accordance
with clause 4 of these Terms and Conditions.
17. Confidentiality
17.1. Each
party undertakes that it shall not at any time disclose to any person
any confidential information concerning the business, affairs,
customers, clients or affiliates of the other party or of any member
of the group of companies to which the other party belongs which is
expressed to be confidential or which might reasonably be deemed to
be confidential, except as permitted by clause 17.2.
17.2. Each
party may disclose the other party's confidential information to its
employees, officers, representatives or advisers who need to know
such information for the purposes of carrying out the party's
obligations under this Agreement. Each party shall ensure that its
employees, officers, representatives or advisers to whom it discloses
the other party's confidential information comply with this clause
17, and as may be required by law, a court of competent jurisdiction
or any governmental or regulatory authority.
17.3. No
party shall use any other party's confidential information for any
purpose other than to perform its obligations under this Agreement.
18. Audit
18.1. You
shall maintain, in accordance with Good Industry Practice, complete,
accurate and up to date accounting books, records and supporting
documentation in connection with this Agreement. You shall retain
such records for the duration of this Agreement and for a minimum
period of two (2) years thereafter, or such longer period as may be
required by Applicable Law.
18.2. We
(or our authorised representatives) shall have the right, at no
charge to us and on reasonable notice during normal business hours,
to inspect, audit and (where deemed necessary by us) copy any records
and agreements (subject to giving appropriate confidentiality
undertakings) to verify the accuracy of compliance with this
Agreement by you.
19. Anti-Bribery
19.1. You
shall comply with all Anti-Bribery Requirements and not (directly or
indirectly) pay, offer, give or promise to pay or authorise the
payment of, any portion of the compensation or reimbursements
received hereunder or any other monies or other things of value to an
officer or employee of a government or any department, agency, or
instrumentality or public international organisation; any political
party or official thereof; any candidate for political office; any
sub-contractor or supplier, any of our partners, or any other person
at the suggestion, request or direction or for the benefit of any of
the above-described persons and entities for purposes of influencing
official actions or decisions or securing any improper advantage in
order to obtain or retain business, or engage in acts or transactions
otherwise in violation of any applicable anti-bribery legislation,
including the OECD Convention on Combating Bribery in International
Business Transactions (as amended from time to time), and equivalent
local laws, including the Foreign Corrupt Practices Act of the United
States, the Bribery Act 2010 of the UK and similar multilateral
anti-bribery agreements. You will notify us of any breach or
potential breach of this clause immediately by sending an email to
legal@dublz.com
20. Anti-Facilitation of Tax Evasion
20.1. You
shall not engage in any activity, practice or conduct which would
constitute an offence under the Criminal Finance Act 2017 and shall
have and maintain such policies and procedures to prevent the
facilitation of tax evasion by another person (whether or not that
person is your employee, agent or other person associated with you).
20.2. You
shall notify legal@dublz.com
immediately if you become aware of any breach or potential
breach of clause 19.1 or if you have reason to believe that you, or
any person associated with you, has received a request to facilitate
the evasion of tax in respect of the services provided under this
Agreement
21. Modern Slavery
21.1. In
performing your obligations under this Agreement you will comply with
all applicable anti-slavery and human trafficking laws, statutes,
regulations and codes from time to time in force including, but not
limited to, the Modern Slavery Act 2015. You will not engage in any
activity, practice or conduct that would constitute an offence under
sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity
were carried out in the UK and you shall ensure that in all
agreements with your direct sub-contractors and suppliers are subject
to obligations no less onerous than these.
21.2. You
will maintain a complete set of records to trace the supply chain of
all goods and services provided to us in connection with this
Agreement and you will notify legal@dublz.com
if you become aware of any actual or suspected slavery or human
trafficking in a supply chain which has a connection with this
Agreement.
22. General
22.1. This
Agreement shall not operate so as to create a partnership or joint
venture of any kind between the parties. Nothing contained in the
Agreement shall be so construed as to constitute either party to be
the agent of the other. Neither party shall have any authority to
make any commitments on the other party's behalf.
22.2. No
forbearance or indulgence on the part of us in enforcing the
Agreement shall prejudice our rights under the Agreement nor is it to
be construed as a waiver of such rights.
22.3. If
any clause in the Agreement (or any part thereof) is rendered void or
unenforceable by any court or authority of competent jurisdiction
then all other provisions of the Agreement will remain in full force
and effect and will not in any way be impaired provided the parties
agree a replacement provision which is as close as is legally
permissible to the provision found invalid or unenforceable.
22.4.
Except as otherwise expressly stated in this clause 22.5, the
Agreement does not confer any rights on any person or party (other
than the parties to the Agreement) under the Contracts (Rights of
Third Parties) Act 1999. In accordance with section 1 Contracts
(Rights of Third Parties) Act 1999, the any member of the Group shall
be entitled to enforce all of the rights and benefits under the
Agreement at all times as if such member of the Group were a party to
the Agreement. The consent of the any other member of the Group is
not required for any rescission, variation or any termination of the
Agreement by us and you.
22.5. You
shall not, without our prior written consent, assign, transfer or
subcontract all or any of its rights or obligations under the
Agreement. We shall be entitled to exercise any of its rights or
fulfil any of its obligations hereunder (including its payment
obligations) through any company within the Group. In addition, we
shall be entitled to assign, transfer and/or sub-license its rights
and obligations under the Agreement to any company within the Group
without your consent.
22.6. The
Agreement is governed by and is to be construed in accordance with
English law. The parties irrevocably agree that the courts of England
and Wales shall have exclusive jurisdiction to settle any dispute
which may arise out of or in connection with the Agreement.
22.7. In
case of any discrepancy between the meanings of any translated
versions of this Agreement, the meaning of the English language
version shall prevail.
APPENDIX A
Data Processing Agreement
1. Definitions
1.1 The
parties agree the following definitions set out below:
"Company Data" means
the Personal Data as described in the Data Processing Details
Appendix in Schedule 1 together with any additional Personal Data
made available to the Affiliate by the Company within the Insertion
Order or to which the Affiliate may have access to from time to time
in performing the Services;
"Data Controller" (or
Controller), "Data
Processor" (or
Processor)"Data
Subject", "Personal
Data", "Processing",
and "Sensitive Personal
Data" (or special
categories of Personal Data) all have the meanings given to those
terms in Data Protection Laws (and related terms such
as "Process" and "Processed" shall
have corresponding meanings);
"Data Protection Laws" means
the Data Protection Act 2018, the EU Data Protection Directive
95/46/EC, the Regulation of Investigatory Powers Act 2000, the
Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 (SI 2000/2699), the Electronic
Communications Data Protection Directive 2002/58/EC, the Privacy and
Electronic Communications (EC Directive) Regulations 2003 in each
case, as amended, revised or replaced from time to time (in
particular, by operation of the Directive 2009/136/EC, and the
General Data Protection Regulation (EU) 2016/679 ("GDPR"))
and all applicable national implementing legislation and guidelines,
or any applicable analogous legislation in any jurisdiction, in each
case, as amended, revised or replaced from time to time.
"Data Subject Request" means
a request made by a Data Subject to exercise any rights of Data
Subjects under Data Protection Laws;
"DP Losses" means
all liabilities and amounts, including all:
a. costs (including legal costs), claims,
demands, actions, settlements, ex-gratia payments, charges,
procedures, expenses, losses and damages (including relating to
material or non-material damage, which includes emotional distress);
b. loss or damage to reputation, brand or
goodwill;
c. to the extent permitted by applicable laws
and regulations:
i. administrative fines, penalties, sanctions,
liabilities or other remedies imposed by a Supervisory Authority;
ii. compensation paid to a Data Subject; and
iii. the costs of compliance with
investigations by a Supervisory Authority;
"GDPR" means
the Regulation of the European Parliament and of the Council on the
protection of natural persons with regard to the processing of
personal data and on the free movement of such data, and repealing
Directive 95/46/EC (General Data Protection Regulation);
"Model Clauses" means
the standard contractual clauses annex to the EU Commission Decision
2010/87/EU of 5 February 2010 for the transfer of personal data to
Processors established in Countries outside the EEA (and as updated
from time to time);
"Privacy Shield" means
the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks developed by the
U.S. Department of Commerce and the European Commission and the Swiss
government, including the Privacy Shield Principles and Supplemental
Principles available
at https://www.privacyshield.gov/EU-US-Framework;
"Security Breach" means
a breach of security or other action or inaction leading to the
accidental or unlawful destruction, loss, alteration, unauthorised
disclosure of, or access to, Company Data;
"Services" means
the services provided to Company by the Affiliate pursuant to the
Principal Agreements;
"Sub-Processor" means
any other person or entity to whom or to which the Affiliate
sub-contracts or outsources the processing of Company data; and
"Supervisory Authority" means
any local, national or multinational agency, department, official,
parliament, public or statutory person or any government or
professional body, regulatory or supervisory authority, board or
other body responsible for administering Data Protection Laws.
1.1 References to the Affiliate that follow
this Section 1, are references to the Affiliate and any other parties
acting under its authority.
1.2 Unless
otherwise provided:
(a) a reference to a defined term which is not
defined in this Appendix, shall have the meaning given to it in the
Agreement; and
(b) unless otherwise provided the words and
expressions defined in, and the rules of interpretation of, the
Agreement shall have the same meaning in this Appendix.
2. Arrangement between the parties
2.1 The
Parties acknowledge that the factual arrangement between them
dictates the role of each Party in respect of the Data Protection
Laws. Notwithstanding the foregoing, the Parties anticipate that each
Party shall act as a Data Controller in respect some of the
Processing of the Data, and in these circumstances shall each be a
Data Controller of the Data acting in common, as follows:
a) we shall be the Data Controller of the: (i)
Customer Data; (ii) your employee contact Data for internal business
purposes; and (ii) where it is Processed by us in accordance with the
Agreement;
b) you shall be the Data Controller of the: (i)
User Data for your own internal business purposes; and (ii) our
employee contact data where it is Processed by it in accordance with
the Agreement;
2.2 The
Parties also acknowledge that the Affiliate may act in the capacity
of the Data Processor as follows:
a) you shall be the Data Processor in relation
to its Processing of our Data which has been made available to you by
us (whether directly or indirectly) for the purpose of performing
your obligations under the Agreement.
3. Specific obligations on controllers
3.1 Each
Party shall comply with Data Protection Laws and its obligations
under this Agreement Each Party agrees to use all reasonable efforts
to assist the other to comply with such obligations as are
respectively imposed on them by the Data Protection Laws. Neither
Party shall, by its acts or omissions, cause the other Party to
breach its respective obligations under the Data Protection Laws.
3.2 ensure
that all fair processing notices have been given (and/or, as
applicable, consents obtained) and are sufficient in scope to enable
the other Party to Process the Data as required in order to obtain
the benefit of its respective rights and to fulfil its respective
obligations under this Agreement in accordance with the Data
Protection Laws.
4. specific obligations on processors
4.1 In
respect of Company Data, where the Company is the Data Controller and
the Affiliate is a Data Processor clauses 5 to 11 shall apply.
5. Data Processing Instructions
5.1 The
Affiliate shall process Personal Data only for the purposes of
providing the Services under this Agreement and in accordance with
Company's lawful documented instructions as set out in this Agreement
and as otherwise provided in writing from time to time. All
information generated as a result of this processing remains the
Company's property, unless stipulated otherwise in the Agreement. In
the event the Affiliate is of the view that these instructions
infringe Data Protection Laws, the Affiliate shall where lawful
promptly inform the Company of this.
5.2 The
Affiliate shall not Process Company Data for its own purposes or
include Company Data in any product or service offered to third
parties, or carry out any further research, analysis or profiling
activity which involves the use of any part of Company Data.
6. Affiliate Personnel and SUB PROCESSORS
6.1 The
Affiliate shall not engage any Sub-Processor without prior written
approval from Company
6.2 The
Affiliate shall ensure the reliability of its employees and
Sub-Processor personnel who access Company Data ensuring that such
employees and personnel have undergone appropriate training in the
care, protection and handling of Personal Data and have signed
agreements requiring them to keep Company Data confidential.
6.3 The
Affiliate shall ensure any Sub-Processor enters into a written
agreement that imposes the same obligations on the Sub-Processor as
are imposed on the Affiliate under Schedule 1.
6.4 The
Affiliate shall remain fully liable to Company for the performance of
the Sub-Processor's data protection obligations.
7. Data transfers
7.1 The
Affiliate shall not transfer any Company Data outside of the European
Economic Area (the "EEA")
without Company's express prior written consent. Where the Company
does consent to the transfer of Company Data outside of the EEA, the
Affiliate must comply with all applicable provisions of the Data
Protection Legislation relating to the transfer of such Company Data
outside of the EEA, and undertakes to take all steps necessary to
comply with those provisions, which may include the Affiliate
(or, where applicable, the Affiliate's affiliate, sub-processor or
other relevant third party) entering into standard contractual
clauses with the Company in the form set out in the European
Commission's Decision 2010/87/EU of 5 February 2010 for the transfer
of personal data to processors established in third countries
("Standard Contractual Clauses")
and appended to this Agreement in Schedule 2 (as may be amended by
agreement of the parties for compliance with the Data Protection
Legislation).
7.2 In
the event that the adequacy decision granted in respect of the
Standard Contractual Clauses is invalidated or suspended, or any
supervisory authority requires transfers of personal data pursuant to
such Standard Contractual Clauses to be suspended, then Company may,
at its discretion, forthwith require the Affiliate to:
7.2.1 cease
personal data transfers forthwith, and implement an alternative
adequacy mechanism (as authorised in writing by Company); or
7.2.2 return
all Company Data previously transferred, and ensure that a senior
officer or director of the Affiliate certifies to Company that it
does not retain any of the Company Data for longer than is necessary
to perform its obligations under the Principal Agreements and upon
Company's reasonable request, securely destroy or return the Company
Data.
7.3 In
the event of any inconsistency between the terms of the Model Clauses
and the terms of this Agreement, the terms of the Model Clauses shall
prevail.
8. Security AND DATA BREACH NOTIFICATION
8.1 The
Affiliate shall (prior to Processing Company Data) implement and (on
an ongoing basis) maintain appropriate technical and organisational
measures, in accordance with best industry practices, in relation to
the processing of Company Data to ensure a level of security
appropriate to the risk of accidental, unauthorized or unlawful
access, disclosure, alteration, loss, or destruction of Company Data,
in a manner that meets the requirements of Data Protection Laws.
8.2 The
Affiliate shall in complying with clause 6.1 take into account the
state of the art, the costs of implementation and the nature, scope,
context and purposes of Processing as well as the risk of varying
likelihood and implement measures including inter alia as
appropriate:
8.2.1 the
pseudonymisation and encryption of Company Data during transition and
when at rest (on backup media or otherwise);
8.2.2 the
ability to ensure the ongoing confidentiality, integrity,
availability and resilience of Processing systems and services. This
will include but not limited to access control mechanisms, data
segregation capabilities, regular system patching and monitoring,
antivirus control, scheduled backups and protection of sensitive
data;
8.2.3 the
ability to restore the availability and access to Company Data in a
timely manner in the event of a physical or technical incident;
8.3 The
Affiliate shall notify Company by sending an email to legal@dublz.com
without undue delay (and in any event within 24 hours) after becoming
aware of any Security Breaches, which include breaches or
unauthorised disclosures of Company Data.
8.4 The
Affiliate shall provide Company with a detailed description of the
Security Breach, the type(s) of data that was the subject of the
Security Breach and the identity of each affected person as soon as
such information can reasonably be collected by the Affiliate or
otherwise becomes available to the Affiliate, as well as any other
information Company may reasonably request relating to the Security
Breach.
8.5 The
Affiliate shall take action immediately to investigate the Security
Breach and to identify, prevent and make reasonable efforts to
mitigate the effects of any such Security Breach in accordance with
its obligations under clause 8, and with Company's prior agreement,
to carry out any recovery or other action necessary to remedy the
Security Breach and prevent such Security Breaches to reoccur in the
future.
8.6 The
Affiliate agrees to fully cooperate with the Company and any law
enforcement or regulatory official in connection with any Security
Breaches, including without limitation any investigation, reporting
or any other obligations required by applicable law as well as any
dispute, inquiry of claim that may arise from these.
8.7 The
Affiliate shall not release or publish any filing, communication,
notice, press release, report, or the like concerning any Security
Breach in respect of Company Data without Company's prior approval.
9. Assistance
9.1 To
the extent related to its Processing of Company Data, the Affiliate
shall:
9.1.1 Forward
to Company (without undue delay) any requests received from Data
Subjects of Company Data exercising Data Subject Rights under Data
Protection Laws.
9.1.2 Provide
Company with all reasonable assistance with any requests received
from Data Subjects of Company Data exercising Data Subject rights
under Data Protection Laws.
9.1.3 Provide
Company with all reasonable assistance to enable Company to conduct
any data protection impact assessments and consultations with (or
notifications to) relevant regulatory authorities (including
Supervisory Authorities) that it is required to undertake under Data
Protection Laws.
9.1.4 Provide
Company with all reasonable assistance in complying with its
obligation under Data Protection Laws to implement and maintain
appropriate technical and organizational security measures in
relation to the processing of Company Data.
10. Deletion or return of Data
10.1 The
Affiliate shall not retain any copy, abstract, precis or summary of
any of the personal data, except as required for the performance of
the Affiliate's obligations under the Insertion Order. Upon
termination or expiry of the IO, the Affiliate shall (at the
Company's request) destroy or return to the Company (or the Data
Controller as requested) all Company Data in its possession or
control, and delete existing copies (subject to any legal obligations
on the Affiliate to keep Company Data longer). The Affiliate shall
(at the Company's request) provide Company with written confirmation
of destruction/deletion of Company Data.
11. Information requests and Audits
11.1 The
Affiliate, or any third parties engaged by the Affiliate, shall allow
for audits (including inspections) conducted by either the Data
Controller, Company or a representative mandated by either the Data
Controller or Company for the purpose of demonstrating the
Affiliate's compliance with its obligations under this Schedule. The
Affiliate agrees to fully cooperate in any such review and if
required by the Company to provide an appropriate remediation plan.
11.2 The
Affiliate shall (at Company's request) provide Company with necessary
information to demonstrate the Affiliate's compliance with the
obligations under this Schedule.
12. Indemnity
12.1 Without
prejudice to any other indemnity contained in the Agreement, the
Affiliate shall indemnify and keep indemnified the Company from and
against all DP Losses (including, but not limited to, regulatory
fines and penalties) suffered or incurred by, awarded against or
agreed to be paid by the Company, arising from or in connection with
any breach by the Affiliate of this Schedule or of Data Protection
Laws.
13. VARIATION
13.1 If
at any time, in our opinion, we need to amend the Agreement or this
Appendix in order to comply with our obligations under Data
Protection Laws, including Article 28 of the GDPR, you agree to enter
into a written variation of the Agreement to make the amendments
which in our opinion are required. In the event such amendments are
not able to be agreed, the parties acknowledge and agree that no
further Processing of the Personal Data under the Agreement will be
carried out until such variation has been agreed and executed.
13.2 If
at any time, we request you to, or procure that any third party
appointed by you who processes Personal Data for and on behalf of you
in relation to your provision of the services to us to execute
standard contractual paragraphs (to be entered into directly with us)
which have been approved by the European Commission or a Regulator,
in order for us to comply with its obligations under Data Protection
Laws, you agree to and to procure that the relevant third party
shall, promptly execute such standard contractual paragraphs on
request.
Schedule 1
Data Processing Details Appendix
1.
SUBJECT-MATTER, NATURE AND PURPOSE OF THE PROCESSING:
The context for and purposes for the Processing
of Company Data is the Affiliate's provision of the applicable
Services.
2. DURATION
OF PROCESSING:
Processing of the Company Data by Affiliate
shall be for the term of the Principal Agreements, provided that
Company Data shall not be Processed for longer than is necessary for
the purpose for which it was collected or is being Processed (except
where a statutory exception applies).
3. PERSONAL
DATA IN SCOPE:
Affiliate may Process the following
types/categories of Personal Data:
Personal Data, consisting of:
personal details
contact details
marketing information
data analytics
device information
Sensitive Personal Data/other special
categories of Personal Data, consisting of:
4. PERSONS
AFFECTED (DATA SUBJECTS):
The group of Data Subjects affected by the
Processing of their Personal Data consists of:
APPENDIX B
Chile, Colombia, Mexico, Brazil and other
Latin American Countries
For applicants and existing affiliates
advertising Brands in Latin America, in addition to the above
clauses, the following Terms & Conditions apply:
An Affiliate shall only be entitled to Revenue
Share for a Customer registered with dublz.com for a period of 24
months commencing on the date of the first deposit of that Customer
(the "Revenue Share Period").
Revenue Share percentages shall be agreed in
writing between the parties. We shall not be liable to pay any
Revenue Share for a Customer after the Revenue Share Period.
We reserve the right to change your chosen
payment structure (including the amount of your Revenue Share or the
frequency of payments) at any point.
In the event of termination of the Agreement,
all Affiliates must immediately remove all Links relating to the
Brand / territory being terminated.
On termination no Revenue Share will be paid
to you on any Customers who register via a Link.
In the event of a conflict between the above
terms and this Appendix B, this Appendix B shall take precedence.