Terms & Conditions

Please read these terms and conditions carefully. If you have any questions, please send an email to [email protected].

1. INTRODUCTION
   1. This agreement (“Agreement”) is between You, You being a legal entity applying to register as a member of the CCC Affiliates Program (interchangeably referred to herein as “Affiliate”, “You”) and ChristchurchCasino.com Limited, a company registered at Elite Business Centre, Trejqa Ta’ Box Box, Msida MSD 1840, Malta with company number C103367 (interchangeably referred to herein as “CCC Affiliates”, or “Company”, “We”).
   2. Please carefully read this Agreement in its entirety. By registering as an affiliate with the CCC Affiliates Program, you have agreed to be bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you and us in its current format as set out below.
   3. CCC Affiliates will review the Affiliate’s application to participate in the Affiliate Program (as defined below) and may, in its sole discretion, accept or reject such application. CCC Affiliates may notify the Affiliate about any further information or other criteria that may be required from the Affiliate in order for the Affiliate to be accepted into the Affiliate Program, and the Affiliate shall provide such further information and/or fulfil such criteria if it wishes to be accepted into the Affiliate Program. Without limiting the generality of the foregoing, CCC Affiliates may reject the Affiliate’s application if the Affiliate Website and/or any domain name or sub-domain owned or controlled by the Affiliate (whether used or intended to be used for the provision of the Affiliate Website or otherwise): (i) contains any Prohibited Material; (ii) consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms; and/or (iii) appears to have been registered in bad faith. In order for the Affiliate to be accepted into the Affiliate Program, CCC Affiliates may require that the Affiliate removes the foregoing material, and/or either transfers to a CCC Affiliates Group Company or its licensors or (in CCC Affiliates’ or such licensors’ sole discretion) deletes any such domain name or sub-domain. The Affiliate shall inform CCC Affiliates about any such domain name or sub-domain owned by the Affiliate or under its control at the time the Affiliate makes its application to participate in the Affiliate Program.
   4. If the Affiliate is accepted into the Affiliate Program, the Affiliate agrees to provide the Services to CCC Affiliates on the terms of this Agreement. CCC Affiliates takes its regulatory obligations seriously. Our Sites are subject to strict Gaming Approvals which we must abide by. By joining the Affiliate Program, any new affiliate acknowledges that they understand the Applicable Laws that apply to them and agree to be bound by the Applicable Laws. Any new affiliate application includes a review of your Affiliate Site(s) which shall include, but not limited to, an assessment of your compliance with the Applicable Laws.
   5. This Agreement replaces all previous terms and conditions for the Affiliate Program. CCC Affiliates may change these terms and conditions at any time. CCC Affiliates shall publish the date on which any changes to this Agreement are made by way of an update. Your continued use of the Affiliate Program following any change to this Agreement will constitute binding acceptance of such changes. If you do not agree to any such changes, you should terminate this Agreement pursuant to clause 16.2.
   6. The Affiliate acknowledges that regulations 9(1), 9(2), and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not apply to this Agreement.
2. DEFINITIONS AND INTERPRETATION
   1. Capitalised words and expressions in this Agreement shall have the meanings set out below:“Affiliate”means you, the person (whether an individual or a company/corporate entity/organisation) who has registered and been accepted by CCC Affiliates Affiliate Program. “Affiliate Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structure applicable, (iii) the Privacy Policy, (iv) any other rules and/or guidelines of CCC Affiliates and (v) the Cookie Policy.“Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Programme, that is, the Third Party Engagements and Diligence Form.

      “Affiliate Link” means a hyperlink (whether in the form of a text link, a graphical banner or otherwise) that incorporates a tracking code and which is placed on the Affiliate Website that, when clicked on, results in the relevant Brand Website being viewable on the end user’s browser, which hyperlink is either: (i) provided or made available to the Affiliate (and not subsequently withdrawn) by or on behalf of CCC Affiliates; or (ii) created by or on behalf of the Affiliate and approved by CCC Affiliates in writing in advance.

      “Affiliate Program” means the CCC Affiliates Affiliate Program, under which the Affiliate agrees to promote the Brand Websites.

      “Affiliate Revenue Share” means the percentage of Net Gaming Revenue payable to an Affiliate in relation to a Player on any Brand Website, as such percentage is set out in relation to each Brand Website at Schedule 1 (or in the case of a Brand Website not set out in Schedule 1, as such percentage is notified in writing to the Affiliate by CCC Affiliates).

      “Affiliate Website(s)” means any website(s) and accounts (including any device specific versions of such website(s) and any native applications related to such website(s)) that are operated by or on behalf of the Affiliate and which CCC Affiliates approves in writing for use by the Affiliate in the Affiliate Program from time to time (including as part of the Affiliate’s application to participate in such program).

      “Applicable Laws” means any applicable statutes, ordinances, orders, judgments, decrees, rules or regulations promulgated by any regulatory, administrative or judicial authority or otherwise in force in any jurisdiction that relates to the performance of the Services or obligations under this Agreement.

      “Applicable Data Privacy Laws” means all laws, regulations, legislative and regulatory requirements and codes of practice applicable to the processing of Personal Data including, without limitation, Directive 95/46/EC of the European Parliament and of the Council of October 24 1995 and any successor legislation (including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018), Chapter 586 of the Laws of Malta, and the GDPR; and includes any requirements, guidance, rulings and codes of practice issued by a competent body at any time;.

      “Banners” means any guidelines and parameters for use of the Brand Marks that may be provided to the Affiliate by CCC Affiliates from time to time and includes the Marketing Guidelines.

      “Brand Guidelines” means any guidelines and parameters for use of the Brand Marks that may be provided to the Affiliate by CCC Affiliates from time to time and includes the Marketing Guidelines.

      “Brand Marks” means the trademarks and logos of the Brand Websites.

      “Brand Websites” are the websites promoted by us and offered within the CCC Affiliate Program, as they may be from time to time, and all of their related pages (including any device specific versions of such websites and any native applications relating to such websites), and any other websites (including any device specific versions of such websites and any native applications relating to such websites).

      “Brand Websites Operators” means the third parties which operate and manage the Brand Websites.

      “CCC Affiliates Games” means a selection of bingo, slots, instant win and casino games and such other games that CCC Affiliates may elect to make available on the Brand Websites from time to time (including any third-party games that CCC Affiliates may so elect).

      “CCC Affiliates Group Company” means any member of the ChristchurchCasino.com Limited Group and “CCC Affiliates Group Companies” shall be construed accordingly.

      “CCC Affiliates Website” means the website (including any device specific versions of such website and any native applications related to such website) that is operated and controlled by, or on behalf of, CCC Affiliates and which is currently located at cccaffiliates.com.

      “Commencement Date” means the date on which an Affiliate submits an application to join the CCC Affiliate Program.

      “Commission” has the meaning set out in clauses 5.

      “Commission Structure” means the Commission structure as set out in the “Affiliate Commission Structures” table in Schedule 1.

      “Confidential Information” means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or its business and made available or provided by or on behalf of the disclosing party to the recipient party before, on and/or after the Commencement Date and all analyses and other documents prepared by or for the recipient party which contain or otherwise reflect any such information. It includes Player Data, the terms of this Agreement and information relating to:

      1. any and all Intellectual Property Rights;
      2. proprietary technology and products (including inventions whether patentable or not), including technical data, data record layouts, trade secrets, know-how, research, prototypes, improvements, processes, plans, designs, requirements, architecture, structures, models, methods, processes, product plans, databases and database tables, ideas or concepts, products, services, software, inventions, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering and hardware configuration information and;
      3. business or financial statements and projections, product pricing and marketing, financial or other strategic business plans, subscriber numbers and forecasts, content providers identity and business models.

      “Cookie Policy” means a policy which will let the users know what data is tracked, why it is tracked and where the cookies send the data. It also tells users how to opt out of these cookies and how to change settings around them.

      “Cost Per Acquisition” means the set fee for each new Player, as such fee is set out in relation to each Brand Website at Schedule1 (or in the case of a Brand Website not set out in Schedule 1, as such fee is notified to the Affiliate by CCC Affiliates from time to time).

      “Determination” has the meaning set out in clause 17.4

      “Finance Fees” means fees and costs associated with processing payments made or requested by Players and/or collecting revenue from Players, including:

      1. credit/debit card, eWallet, BACS and bank transaction fees on deposits, withdrawals and the payment of Winnings;
      2. “chargebacks”, meaning the cost of deposits or wagers made by Players on a credit/debit card which are later refunded (at the Players’, the credit/debit card issuer’s or CCC Affiliates request) onto the Players’ credit/debit cards, including any additional so-called chargeback fees levied by credit/debit card companies for such credit reversal; and
      3. “Know Your Customer” verification fees.

      “Gaming Approvals” means any and all required approvals, authorisations, licences, transactional waivers, permits, consents, findings of suitability, registrations, clearances, exemptions and waivers of or from any Gaming Authority, including those relating to the offering or conduct of gaming and gambling activities.

      “Gaming Authority” means collectively, those international, federal, state, local, foreign and other governmental, regulatory and administrative authorities (including Malta Gaming Authority) , agencies, commissions, boards, bodies and officials or other regulatory body or agency that have jurisdiction over (or is responsible for or involved in the regulation of) gaming or gaming activities, of any CCC Affiliates Group Company from time to time.

      “GDPR” means the General Data Protection Regulation (EU) 2016/679 and any related national legislation;

      “Good Industry Practice” means all reasonable care, skill and diligence as may be expected of appropriately qualified and experienced persons with appropriate skill and experience in providing services of a similar scope, type and nature to the Services.

      “Gross Win” means House Win less any Player Incentive Funding.

      “Group Company” means in relation to any company, any subsidiary or holding company of such company, or any subsidiary of such holding company, or any other entity controlling or controlled by such party from time to time (and “Group Companies” shall be construed accordingly).

      “House Win” means all monies paid by Players to play CCC Affiliates Games on the Brand Websites less any Winnings.

      “Intellectual Property Rights” means patents (including patents for software and business methods), rights to inventions, utility models and petty patents, trademarks, service marks, rights in get-up or trade dress, rights to goodwill or to sue for passing off or unfair competition, design rights, copyright and related and/or neighbouring rights, moral rights, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), trade, business and company names, domain names, and other intellectual property rights, in each case whether registrable, registered or unregistered, and including all applications and rights to apply for and be granted, all extensions and/or renewals of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      “Licence Fees and Gaming Taxes” means a sum equal to the total of:

      1. any gaming licence fees payable to any applicable authority (or a pro-rated amount thereof) from time to time; and
      2. the amount of any gross profits or gaming tax or regulatory fees paid or payable by CCC Affiliates or any CCC Affiliates Group Company to any regulatory or tax authorities in any territory from time to time.

      “Marketing Guidelines” means the documented guidelines as issued by us to you relating to how and where you market our Brands and the current version is set out in Schedule 3 and as may be updated from time to time. In the event of any conflict between the Marketing Guidelines and the Agreement, the Agreement shall prevail.

      “Minimum Deposit and Wagering Requirements” means the minimum deposit and wagering requirements relating to each Brand Website, as set out at Schedule 2.

      “Net Gaming Revenue” means Gross Win less:

      1. Finance Fees;
      2. Licence Fees and Gaming Taxes
      3. any Third Party Licence Fees;
      4. any Third Party Platform Fees;
      5. operating costs (including costs relating to third party platform operators, game operators and any other third party service providers) of the Brand Websites and the CCC Affiliates Website; and
      6. all payments made by and revenues associated with any Player that at any time makes an invalid, fraudulent or disputed payment (including where a card company or the paying bank has claimed payment back from CCC Affiliates or where a Player claims payment back because of non-performance).

      “Personal Data” shall have the meaning set out in the GDPR.

      “Player” means individuals who:

      1. have had no prior account with our Brand Website;
      2. we have no previous record of their personal email address or other details that we deem to show connection between accounts;
      3. access our Brand Website solely through clicking links to our Brand Website on Your Affiliate Website; and subsequently:
      4. open an account with our Brand Website; and
      5. make a deposit and game and/or place bets with our Brand Website,

      with both (iv) and (v) occurring within thirty (30) days of accessing our Brand Website pursuant to (iii) in this definition. This further excludes the Affiliate, its employees, relatives and/or friends.

      “Player Data” means any and all information and data (including Personal Data) relating to Players and their activity on the Brand Websites, including: names, postal addresses, telephone numbers, email addresses or other contact details, usernames, chat names and marketing permissions.

      “Player Incentive Funding” means any funds added to Players’ accounts, excluding Winnings, to maintain the loyalty of the Player (including bonus money, cash and any loyalty or reward points).

      “Potential End User Personal Data” means personal data of potential Player that you direct (or have collected for the purpose of directing) to the Site pursuant to this Agreement;

      “Privacy Policy” is a statement that explains how the Company handles the personal information. You can read our Privacy Policy by clicking here – Privacy Policy.

      “Prohibited Material” means: (i) pornography (including child pornography or illegal sexual acts) and explicit content; (ii) material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any illegal activities; (iii) material that is defamatory, libellous, unlawful or otherwise objectionable; (iv) content that infringes or allegedly infringes the Intellectual Property Rights of any CCC Affiliates Group Company, its licensors or any third party; and/or (v) viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.

      “Prohibited Terms” means the domain names, trademarks and other terms set out at Schedule 4 together with any brand name, game name or other trade mark or service mark (whether registered or not) that may from time to time vest in any of the CCC Affiliates Group Companies or their licensors (other than the Brand Marks).

      “Promotional Content” means all content promoting the Brand Websites to Players and potential Players that is: (i) made available to the Affiliate (and not subsequently withdrawn) by CCC Affiliates; and (ii) created by or on behalf of the Affiliate, provided such content is approved by CCC Affiliates in writing before the Affiliate uses such content.

      “Services” has the meaning set out in clauses 4.

      “Sub-Affiliate” means an affiliate introduced to CCC Affiliates by an Affiliate, having no previous history of affiliation with the Company.

      “Spam” means any communication (including, without limitation, emails, phone calls, and SMS) that meet any one or more of the following criteria:

      1. unsolicited submission, usually directed at a large number of addressees.
      2. contains false or misleading statements;
      3. does not truthfully identify the source or the originating IP Address and / or the originating email address;
      4. does not contain an online and real time Remove option;
      5. bundles certain software with other software; or
      6. inserts icons or causes software download or installation or similar action without the consent of the recipient;

      “Term” means the term of this Agreement, which commences on the Commencement Date and continues until this Agreement is terminated in accordance with its terms.

      Third Party Engagements and Diligence Form is a formal assessment made up of questions designed to outline the way a prospective affiliate would comply to required industry standards and regulations.

      “Third Party Licence Fees” means any and all costs payable to third parties for the use of their Intellectual Property Rights in the Brand Websites, the underlying CCC Affiliates proprietary system and/or any of the CCC Affiliates Games from time to time.

      “Third Party Platform Fees” means the fees paid (or a pro-rated amount thereof) by CCC Affiliates to a third party platform operator (including any social media platform operator from time to time) for it to host, make available or permit access to CCC Affiliates Games on or through such platform.

      “Tracking Code” means a code used to link a Player to a specific affiliate account.

      “Unsuitable” means when the Affiliate (or a Group Company of the Affiliate):

      1. fails to successfully complete the application process, including by failing to provide any requested documents and additional information in accordance with this Agreement;
      2. is denied or disqualified from eligibility for any Gaming Approval or determined by a Gaming Authority to be unsuitable to be affiliated, associated or connected with any entity that holds a Gaming Approval;
      3. has an affiliation, association, connection or relationship with a third party, or otherwise exhibits conduct which causes any CCC Affiliates Group Company to lose or have suspended, revoked, not renewed or denied, or be threatened by any Gaming Authority with the loss, suspension, revocation, non-renewal or denial of, a Gaming Approval; or which in the reasonable opinion of any CCC Affiliates Group Company, risks causing any such adverse actions;
      4. in the reasonable opinion of any CCC Affiliates Group Company, is likely to preclude or materially delay, impede or impair, or jeopardize or threaten the loss, suspension, revocation, non-renewal or denial of a Gaming Approval of any CCC Affiliates Group Company or any such entity’s application for, or right to the use of, entitlement to or ability to obtain or retain any Gaming Approval required for the operation of its business in any jurisdiction from time to time; or
      5. commits any breach of clause 17 or acts in a manner which is inconsistent with any Gaming Approval or any requirements, standards, instructions or conditions of any Gaming Authority; it being agreed that the Affiliate shall be capable of being Unsuitable as a result of actions and/or omissions of its officers, directors, employees, agents, members or those of any Group Company of the Affiliate or any Sub-Affiliate.

      “Valid Click” means a click on a Link on an Affiliate Website that results in any Brand Website being viewable to the relevant end user, as recorded by CCC Affiliates’ systems.

      “Winnings” means

      1. any sums paid to Players by way of cash prizes that such Players have won when playing CCC Affiliates Games; and
      2. contributions booked in accordance with generally accepted accounting principles towards a progressive jackpot or similar product (irrespective of when such jackpot is actually paid out). It is acknowledged that the cost of progressive jackpots and similar products is spread across all affiliates.
3. REFERENCES

   In this Agreement (except where the context otherwise requires):

   1. Any reference to a “subsidiary” or “holding company” is to be construed in accordance with section 1159 of the Companies Act 2006;
   2. Any reference to a “party” means a party to this Agreement and includes its permitted assignees and/or the respective successors in title to substantially the whole of its undertaking;
   3. Any reference to a “person” includes any person, individual, company, firm, corporation, association, organisation, foundation, trust, government, state or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
   4. Any reference to a statute, statutory instrument, rule or regulation or any of its provisions is to be construed as a reference to that statute, statutory instrument, rule or regulation or such provision as the same may have been or may from time to time hereafter be amended or re-enacted;
   5. A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;
   6. Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
   7. Any reference to recitals, clauses, paragraphs or schedules is to recitals, clauses or paragraphs of or schedules to this Agreement;
   8. Any reference to “control” is to be construed in accordance with section 416 of the Income and Corporation Taxes Act 1988 (and “controlling” and “controlled” shall be construed accordingly);
   9. Any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
   10. Any reference to “writing” includes any methods of representing words in a legible form including writing on an electronic or visual display screen, such as email (and “written” shall be construed accordingly);
   11. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement; and
   12. A reference to any website or webpage at a specified URL includes a reference to such website or webpage at any amended, updated or replacement URL from time to time.
   13. Any schedules form part of the operative provisions of this Agreement and shall have effect as if set out in full in the body of this Agreement and any references to this Agreement shall, unless the context requires otherwise, include the schedules.
4. SERVICES

   From the Commencement Date, the Affiliate shall

   1. subject to clause 8.6 , post Affiliate Links to the Brand Websites on the Affiliate Website; and
   2. otherwise promote the Brand Websites, subject to and in accordance with the terms of this Agreement, (the “Services”).
   3. In providing the services, the Affiliate shall comply with all Applicable Laws.
   1. The Affiliate shall ensure that it shall always use the most up-to-date Affiliate Links and/or Promotional Content made available or approved by CCC Affiliates from time to time. The Affiliate shall not: (i) use any hyperlink other than the Affiliate Links in linking to the Brand Websites; (ii) disseminate any promotional material or marketing communications other than the Promotional Content; or (iii) disseminate the Promotional Content by any other method than as directed by CCC Affiliates; (iv) use misleading links or Promotional Content or cause any Affiliate Links to open in an end user’s browser other than as a result of the end user making a Valid Click.
   2. If CCC Affiliates requests any change to the Affiliate’s use and positioning of the Affiliate Links and/or Promotional Content from time to time, the Affiliate shall promptly comply with such request.
   3. The Affiliate shall only place the Affiliate Links on Affiliate Websites that have been approved by CCC Affiliates in writing.
   4. On CCC Affiliates’ request, the Affiliate shall promptly provide to CCC Affiliates such information as CCC Affiliates may reasonably request to enable CCC Affiliates to monitor the Affiliate’s compliance with this Agreement.
5. COMMISSION
   1. In consideration for performance of the Services, CCC Affiliates will pay to the Affiliate as agreed between the parties as part of the application process or otherwise, either:
      1. the Affiliate Revenue Share; or
      2. the Cost Per Acquisition; or
      3. the Affiliate Revenue Share and the Cost Per Acquisition
   2. If the parties have not agreed such payments as part of the application process or otherwise then CCC Affiliates will pay to the Affiliate the relevant default Commission Structure
      1. The Affiliate will earn commission based on the Commission Structure in Schedule 1
      2. Hybrid deals will not qualify for commission based on Schedule 1
      3. CCC Affiliates will offer tailored-made revenue share plans, subject to negotiation and mutually agreed targets
   3. The Affiliate may promote the Affiliate Program to other potential affiliates by posting on the Affiliate’s Website a hyperlink made available by CCC Affiliates for such purpose.
   4. If the Affiliate has a negative monthly balance in respect of Commission payable by CCC Affiliates, excluding the High-Roller as per clause 7.2 the Affiliate’s monthly balance is automatically reset to €0 at the beginning of each calendar month, to ensure that no negative balances are carried forward – this term only applies to affiliates promoting our brands on a straight Affiliate Revenue Share deal.
      1. No negative carry over only applies to Affiliate Revenue Share deals
      2. CCC Affiliates will provide the Affiliate with a statement setting out, in relation to each calendar month, Commission per Brand Website payable by CCC Affiliates to the Affiliate in accordance with this Agreement.
      3. On or before the 21st of each calendar month, CCC Affiliates will pay the Commission due to the Affiliate in respect of the previous calendar month based upon the statement provided by CCC Affiliates.
      4. Your Affiliate Revenue Share will decrease to a rate of 20% following a three (3) month period of Affiliate inactivity.
      5. Minimum payment thresholds depend upon the payment method selected by the Affiliate. If the balance of the Commission due to the Affiliate in respect of any calendar month is less than the following payment thresholds, such Commission will be carried over into subsequent months until the thresholds have been reached:
         1. Bacs – €250;
         2. Electronic Transfer – €500; and
         3. Neteller/Skrill/PayPal – €250.
   5. CCC Affiliates may review the balance of the Commission due to each Affiliate every three (3) months during the Term (starting on or around the Commencement Date) (each, a “Review Date”). If at any Review Date the balance of the Affiliate’s account has not reached or exceeded €50, any Commission due to such Affiliate shall, at CCC Affiliates’ election, be declared void and the balance of its account in relation to any Commission owed shall be reset to €0.
   6. Affiliate bank details must be updated before close of business [GMT] on the last day of a month for payment as per clause 5.4.3 of the following month. CCC Affiliates will not be held responsible for any loss of funds, delay in payments, bounce-back fees, or any other issues that may arise if the payment details are not up to date by the given time frame.
   7. If an Affiliate provides incorrect bank details and a payment is unsuccessful and returned to CCC Affiliates by its bank payment processor, CCC Affiliates will investigate and notify the Affiliate and request corrected bank account details. Such unsuccessful payments will only be credited to the Affiliate’s corrected account details once CCC Affiliates has been notified by its payment processor that the payment has been successfully retrieved. The Affiliate will have the bank charges associated with any such error deducted from its Commission.
   8. CCC Affiliates reserves the right to withhold payment of the Commission to an Affiliate if: (i) it believes or suspects that any transaction or other activity relating to any Link, the CCC Affiliates Website, the Affiliate Website or any Brand Website is suspicious, fraudulent and/or involves or may involve financial crime or similar activity; or (ii) there is a breach or suspected breach of clause 18 by the Affiliate. In such event, CCC Affiliates reserves the right to retain any revenues relating to that transaction or activity and any other revenues relating to the Affiliate.
   9. The Affiliate will only qualify for Commission if their referred players deposit within a 30 day window. All payments outside of this timeframe will be considered late conversions and will not be incurred by CCC Affiliates.
   10. The Affiliate will only qualify for Commission if a Player does meet the minimum deposit requirements as per Schedule 2.
6. AFFILIATE IDENTITY
   1. Registering as an Affiliate: It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Programme in the Affiliate Application is correct and that such information is kept up to date at all times.
   2. To become a member of our Affiliate Programme you must accept these terms and conditions by ticking the box indicating your acceptance and completing and submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement. We will, at our sole discretion determine whether or not to accept your Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful.
   3. Verifying You as an Affiliate: 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 through the information provided by you and by obtaining information from public sources and data. As part of the Affiliate Application Process, and at regular intervals thereafter, you will be required to provide documentation to verify the information provided to us during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address. Additional verification checks may also be required. You understand and accept that our acceptance of your application will depend on the successful completion of this process, and that you will not be able to commence any marketing activity as an Affiliate unless and until you are fully verified to our sole satisfaction.
   4. CCC Affiliates may, at its sole discretion, conduct further verification checks at any time during the term of the Affiliate Agreement and require additional documentation from the Affiliate. In particular, upon request, you will provide – within thirty (30) days of receipt of such request – a copy of a valid identity document together with a proof of address (e.g. utility bill or bank statement) or, in case of a legal entity, a copy of the act of incorporation together with the memorandum & articles of association as well as any other document that may be considered necessary at CCC Affiliate’s discretion.
   5. CCC Affiliates reserves the right to not consider, during this time, the customers directed to Our Brand Websites as valid New Customers under the Affiliate Agreement. In such case the Affiliate shall not be entitled to claim any potential Commission that might have otherwise accrued in relation to the New Customers directed during the intervening time.
   6. Failure to Provide Documentation Should you fail to provide the documentation as set out in 6.1 and 6.3 above, then your registration with CCC Affiliates will be automatically rejected. Should you fail to provide any further supporting documentation as we may require during our relationship with you, then we reserve the right to immediately terminate this agreement and will withhold any monies due to you.
7. HIGH-ROLLER POLICY
   1. In any given month, if a Customer generates a negative net revenue of at least €5,000 he/she will be deemed to be, for the purposes of this section, a ‘High-Roller’.
   2. The negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller;
   3. The negative balance carried forward cannot be set-off against other Customer’s Net Revenue;
   4. The negative balance carried forward cannot be greater than the total aggregate negative Net Revenue for the Affiliate, for that month;
   5. The negative balance of a High-Roller will be reduced by future positive Net Revenue that they generate in subsequent months;
   6. A negative balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria in subsequent months.
8. AFFILIATE OBLIGATIONS
   1. The Affiliate shall provide the Services in accordance with Good Industry Practice.
   2. The Affiliate shall meet and maintain all Player registration requirements relating to the Brand Websites (including that the Affiliate must meet the applicable age requirements in the Affiliate’s jurisdiction to register as a Player of the Brand Websites, provided always that the Affiliate must be at least 18 years of age).
   3. Affiliate Programme: The Affiliate Programme is intended for your direct participation and is intended of professional website publishers. You shall not open Affiliate Accounts on behalf of other participants.
      1. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted by CCC Affiliates.
      2. Affiliates wishing to transfer an Affiliate Account to another beneficial account owner must request permission to do so by contacting us.Approval is solely at CCC Affiliate’s discretion.
      3. You shall not open more than one Affiliate Account. We will make available to you, banner advertisements, button links, text links, and other advertising material to place on your Affiliate Website which shall all relate to and/or link to our Brand Website.
   4. Approved Content: You will only use the Banners and any other marketing materials that have been provided by us and/or pre-approved by us. Also, it is your responsibility to use up to date materials and up to date information on your site. If we notice the usage of unauthorised materials we will expect you to remove those materials within 48 hours of us issuing a our warning to you. If you fail to comply to this warning, any revenues received with these unauthorised campaigns will be deducted from your monthly commissions, without prejudice to our right to terminate this Agreement in accordance with Term 16.3 (i) herein.
   5. Affiliate Website: You will be solely responsible for the development, operation, and maintenance of your Affiliate Website and for all materials that appear on your Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all Applicable Laws, the terms and conditions contained in this Agreement, and the Marketing Guidelines, and appears and functions as a professional website. You will be solely liable to ensure that all the content of the Affiliate Site(s) is original or otherwise permitted to be published by the owner thereof. You will not make any claims, representations or warranties in connection with us or any of the Sites, and you will not be authorized to make any commitment or assume any liability or obligation on our behalf or on behalf of any of the Sites.
      1. You will not present the Affiliate Website in such a way so that the Affiliate Website may cause confusion with our Brand Websites or so that it may give the impression that it is owned or operated by Us.
      2. Without limiting the generality of the foregoing the Affiliate shall not drive pay-per-click traffic to the CCC Affiliates Website, any Brand Website, the Affiliate Website or any other website, including via any search engine, directory or online database, by bidding on search terms, key words or other identifiers that consist of, include or are confusingly similar to (i) any of the Brand Marks; and/or (ii) any of the Prohibited Terms.
      3. The Affiliate Website will not contain any defamatory, libellous, discriminatory, obscene, unlawful (including material which the Affiliate does not have permission to use, for example illegal streaming) or otherwise unsuitable content (including, but not limited to: sexually explicit material which is not in line with legal or acceptable standards, violent, obscene, derogatory or pornographic materials or content which would be illegal in target country), or cause any of our Promotional Content to be shown or disseminated in conjunction with content of such nature or in a manner that may reasonably be construed as having any connection whatsoever to such content.).
      4. You will not engage in any act that disparages us or any of the Brand Websites or that otherwise is damaging or is reasonably expected to be damaging to our goodwill or to the goodwill of any Brand Website; and you will not make any statement or feature any content that misrepresents the Sites and any products and/or services offered thereon, including without limitation any false, inaccurate, outdated or unsubstantiated content;
      5. You will not use any material or in any way target persons who are under 18 (or older where you target a jurisdiction or territory where the minimum age to partake in gambling is greater than 18). Additionally, you will not market our Brand Website to any persons resident in the restricted jurisdictions as mentioned in clause 20.1. Any Affiliates failing to comply to this, may have their account terminated and their commission suspended.
      6. Affiliate Websites that comprise cashback and/or incentive websites are allowed to participate in the Affiliate Programme provided that: (i) CCC Affiliates reserves the right to limit the amount of cashback given away by cashback websites for all Brand Websites; and (ii) each cashback operator must make CCC Affiliates aware of the nature of their website as part of such operator’s application to join the Affiliate Programme so that CCC Affiliates can evaluate such operators´ possible participation and approve or reject such application accordingly in CCC Affiliates’ sole discretion.
   6. The Affiliate shall not use misleading Affiliate Links or Promotional Content or cause any Affiliate Links to open in an end user’s browser other than as a result of the end user making a Valid Click.
   7. The Affiliate shall not:
      1. apply for, or obtain, registration of any of the Brand Marks or Prohibited Terms for any goods and services anywhere in the world;
      2. apply for, or obtain, registration of any trademark or service mark anywhere in the world which consists of, includes, or is confusingly similar to the Brand Marks or Prohibited Terms or any of them; or
      3. apply for, or obtain, registration of any domain name or sub-domain anywhere in the world which consists of, includes, or is confusingly similar to the Brand Marks or Prohibited Terms or any of them.
   8. The Affiliate shall, immediately upon CCC Affiliates’ request and in accordance with CCC Affiliates’ instructions, assign and/or transfer to CCC Affiliates (and/or its licensors), or delete (in CCC Affiliates’ and/or its licensors’ sole discretion), any trade mark, service mark, domain name and or sub-domain registration or application obtained and/or registered and/or applied for in breach of clause 8.7. This obligation shall apply irrespective of whether such trademark, service mark, domain name and/or sub-domain registration or application was made before, on or after the Commencement Date. Until such time as the trademark, service mark, domain name and/or sub-domain registration or application has been assigned or transferred to CCC Affiliates in accordance with this clause:
      1. CCC Affiliates may, in its sole discretion, withhold all Commission payments that may be due to the Affiliate; and
      2. the Affiliate shall not allow the trademark, service mark, domain name and/or sub-domain registration or application to lapse.
   9. Except as expressly set out in this Agreement, the Affiliate shall not use in its business (including as, or as part of, its corporate or trading name or logo), or on or in relation to the Affiliate Website, any trade mark or service mark which consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms.
   10. The Affiliate shall not copy and shall otherwise ensure that the Affiliate Website does not have the look and feel of, the whole or any part of any of the Brand Websites.
   11. The Affiliate shall not use any promotional content or hyperlinks of any kind (other than Promotional Content or Affiliate Links) in relation to a Brand Website or the CCC Affiliates Website.
   12. The Affiliate shall not place Affiliate Links or Promotional Content in newsgroups or unsolicited email.
   13. If the Affiliate emails its opt-in email lists in relation to a Brand Website as permitted by clause 14.1.2, the Affiliate shall:
       1. clearly display an unsubscribe feature at the bottom of the email (clearly detailing methods of unsubscribing from the mailing list);
       2. clearly include the header of the applicable Brand Website in the email (incorporating the relevant Brand Marks);
       3. not send any promotional offers relating to the CCC Affiliates Website or the Brand Websites in a manner which does not meet the relevant restrictions and requirements as set out in the Marketing Guidelines, including but not limited to, any age and audience targeting restrictions;
       4. not send any offers relating to the CCC Affiliates Website or the Brand Websites to people who have not willingly submitted their email address and opted-in to receive promotional material; and
       5. comply with all applicable Data Protection Laws and any other guidance issued by such regulator(s) relating to email communications.
   14. If any form of spam is sent (or alleged to have been sent) by or on behalf of an Affiliate, CCC Affiliates may, at its sole discretion, terminate this Agreement (and all other agreements with such Affiliate) immediately on written notice to the Affiliate and withhold all funds then due. CCC Affiliates (or any CCC Affiliates Group Company) may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at CCC Affiliates’ sole discretion, be deducted from the Commission due to such Affiliate at that time. Should these expenses not be covered by the Commission, the Affiliate hereby agrees to indemnify and hold harmless CCC Affiliates and all CCC Affiliates Group Companies from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against CCC Affiliates or any CCC Affiliates Group Company due to or in connection with any breach by the Affiliate of this clause 8.13.
9. AFFILIATE ACCOUNTS
   1. The Affiliate shall be responsible for maintaining the confidentiality of its email, password and all usage and activity on its CCC Affiliates account, including use of such account by a third party authorised by the Affiliate to use its account.
   2. The Affiliate shall notify CCC Affiliates by email at [email protected] of any known or suspected unauthorised uses of its account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of its email and/or password.
   3. The Affiliate agrees that CCC Affiliates may rely on any data, notice, instruction or request furnished to it by the Affiliate or by a person reasonably believed by CCC Affiliates to be authorised to act on the Affiliate’s behalf.
   4. Affiliate can only possess both an affiliate and a player account as long as the player account is separated from their affiliate account.
10. DATA PROTECTION
    1. For the purposes of this agreement the terms controller, datasubject, personaldata, process (and its cognate terms) and processor shall have the meaning given to them in GDPR.
    2. You acknowledge and agree that you are a controller in respect of: (i) Potential Player Personal Data; and (ii) Player Personal Data only to the extent that such Player was originally a potential Player converted into a Player directly by you (Potential Player Personal Data and Player Personal Data to which you are a controller shall be referred to herein as “Affiliate Personal Data”). You acknowledge and agree that we shall be a controller in respect of Player Personal Data to the extent that it relates to providing services to Players and any marketing undertaking directly by us or our appointed third parties.
    3. In the event of duplication of data subjects’ personal data between Affiliate Personal Data and Player Personal Data, we both acknowledge and agree that we shall be acting as controllers in common and not joint controllers in respect of the independent processing of such data subjects’ personal data. Furthermore, you acknowledge and agree that any direct marketing that you send out to Affiliate Personal Data pursuant to this Agreement and the consents related to the same shall be independent of, and governed separately from, any marketing consents that we may have in respect of Players and our own marketing of our own services.
    4. You shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that Affiliate Personal Data: (i) is collected fairly, lawfully and transparently; (ii) processed in accordance a lawful condition as set out in the GDPR; and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data.
    5. You warrant that all direct marketing sent to Affiliate Personal Data shall only be done so where such individuals have given valid consent to receive such marketing communication as required by the Data Protection Legislation. Valid consent shall include data subjects’ opt-in to such marketing and data subjects’ being informed that they shall receive marketing relating to our Sites (identified either specifically or, at the least, by its industry).
    6. You warrant that all direct marketing sent to Affiliate Personal Data shall include an opportunity for such persons to opt-out of all future direct marketing.
    7. You warrant that you shall not send direct marketing to any Affiliate Personal Data who have not provided valid consent to receive such marketing or who have unsubscribed to direct marketing.
    8. You shall notify us immediately in the event that you breach (or suspect that you have breached) any of the warranties in this clause 10.
    9. You shall notify us immediately in the event that any Affiliate Personal Data makes a complaint to you, or where any competent data protection regulator contacts you, in respect of direct marketing or your processing of such personal data.
    10. You shall, within five (5) days upon request by us, provide a copy of all Affiliate Personal Data for the sole purpose of us identifying and removing any individuals from such Affiliate Personal Data that we (acting reasonably and in good faith) do not consider it appropriate to contact (whether in respect of direct marketing and otherwise). You shall not contact such individuals notified to you by us.
    11. We may, from time to time, request that you provide evidence of your compliance with this clause 10 and you shall provide such evidence within five (5) days of receipt of such request.
    12. You shall ensure that all processors acting on your behalf pursuant to this Agreement are bound by contractual terms no less onerous than the standards prescribed by the Data Protection Legislation.
    13. You shall provide us with all such assistance as necessary in respect of data breaches, claims and requests for information made against us in respect of any communications sent by you pursuant to this Agreement, in particular, any investigations made by a competent data protection regulator.
    14. You shall ensure that any communications sent by you or any of your processors are duly tagged to allow tracking in the event that they are forwarded to us as part of a complaint.
11. WARRANTIES
    1. Each party 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.
    2. Affiliate warrants, represents and undertakes (as applicable) on a continuing basis that:
    3. the Affiliate Website, any content thereon, and any domain name or sub-domain associated with the Affiliate Website:
       1. is not aimed at children;
       2. does not contain any Prohibited Material or (other than as permitted by this Agreement) any Brand Mark or Prohibited Term;
       3. does not infringe the rights (including the Intellectual Property Rights) of any third party; and
       4. is solely owned and/or controlled by the Affiliate;
       5. does not presently infringe the Marketing Guidelines and will comply at all times with such Marketing Guidelines as updated from time to time;
       6. you are not a resident of any of the Excluded Territories;
       7. it has obtained and will maintain all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement;
       8. it will not make any application to register any trade or service mark, business name, company name, domain name or sub-domain which consists of, includes or is confusingly similar to any Brand Mark or Prohibited Term;
       9. it will perform its obligations under this Agreement in accordance with Good Industry Practice;
       10. it will not make, and shall procure that none of its employees make, any defamatory or derogatory statements about, or take part in any activities which are or might reasonably be perceived to be derogatory of or detrimental to the reputation of any of the Brand Websites, CCC Affiliates or any CCC Affiliates Group Company;
       11. it will comply with all Applicable Laws, including Data Protection Laws;
       12. it has not violated any Applicable Laws, including laws relating to gaming in the U.S., prior to the date of this Agreement;
       13. it will not intercept or complete any registration form submitted by Players or potential Players to CCC Affiliates (and/or any other communications between any such persons and CCC Affiliates);
       14. it will not intercept, redirect or otherwise interfere with traffic from the website of any other CCC Affiliates affiliate; and
       15. it will promptly cooperate with any compliance requests concerning content on the Affiliate Site pertaining to the Brand Websites, or which may otherwise place the Brands at a reputational, regulatory, financial, or legal risk; including without limitation the rectification, removal and replacement of content, and the cessation of any marketing activity which might, in CCC Affiliates’ sole and absolute discretion, pose any risk as outlined above;
       16. it will comply at all times with any and all applicable guidelines that CCC Affiliates may provide it with in respect of our Brand Mark;
       17. all information it submits to CCC Affiliates on the application form and in all other communications between the parties is complete and accurate.
    4. The CCC Affiliates Website, Brand Marks, Affiliate Links, Promotional Content and the Brand Websites are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including implied warranties of the ability and fitness for a particular purpose of the CCC Affiliates Website, the Promotional Content or the Brand Websites, unless such warranties are legally incapable of exclusion. CCC Affiliates does not guarantee that:
       1. the CCC Affiliates Website or the Brand Websites will be uninterrupted or error-free;
       2. that defects on or in the CCC Affiliates Website or the Brand Websites will be corrected;
       3. there are no viruses or other harmful components on or in the CCC Affiliates Website or the Brand Websites;
       4. the security methods employed on or in the CCC Affiliates Website or the Brand Websites will be sufficient;
       5. any content on the CCC Affiliates Website or the Brand Websites is correct, accurate, or reliable; or
       6. the CCC Affiliates Website, Brand Marks, Affiliate Links, Promotional Content and the Brand Websites will not infringe the Intellectual Property Rights of any third party.
12. INDEMNITY
    1. Without prejudice to CCC Affiliates’ other rights or remedies under this Agreement, the Affiliate shall fully indemnify and hold harmless CCC Affiliates and the CCC Affiliates Group Companies, and the affiliates, employees, officers and directors of CCC Affiliates and the CCC Affiliates Group Companies (together, the “Indemnified Parties”) from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) suffered by or incurred, directly or indirectly, by the Indemnified Parties resulting from, arising out of, or in any way connected with:
       1. any breach by the Affiliate of any of the warranties set out in clause 11 (Warranties);
       2. any breach by the Affiliate of clauses 8 (inclusive) (Affiliate Obligations), clause 14 (Grant of Rights) or clause 17 (Regulatory Matters);
       3. any act or omission of the Affiliate that causes any of the Indemnified Parties to be in breach of Applicable Law or the terms of any Gaming Approval; or
       4. any breach by the Affiliate of any provision of this Agreement.
    2. The Affiliate shall not use the name of any CCC Affiliates Group Company or its licensors in any action or claim without the prior written consent of CCC Affiliates.
    3. The Affiliate shall, if requested by CCC Affiliates, give full co-operation (at the Affiliate’s cost) to CCC Affiliates or any other Indemnified Party in any action, claim or proceedings in respect of which the Affiliate indemnifies the Indemnified Parties pursuant to this clause 12.
13. LIMITATION OF LIABILITY
    1. Neither CCC Affiliates nor any CCC Affiliates Group Company shall be liable to the Affiliate or to any third party in contract, tort (including negligence) or howsoever arising for any:
       1. loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; or
       2. loss of goodwill or reputation; or
       3. indirect or consequential losses suffered or incurred by the Affiliate and arising out of or in connection with this Agreement, even if such loss was reasonably foreseeable or CCC Affiliates or the relevant CCC Affiliates Group Company had been advised of the possibility of the Affiliate incurring it.
    2. Nothing in this Agreement shall exclude or limit either party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury resulting from its negligence or the negligence of its employees or agents; or (iii) any other matter which cannot be excluded or limited by Applicable Laws.
    3. The total aggregate liability of CCC Affiliates to the Affiliate for loss or damage under or in connection with this Agreement and in connection with any event or connected series of events shall not exceed the total Commission paid to the Affiliate by CCC Affiliates in the 12 months preceding the date on which the liability occurred. This clause shall not limit CCC Affiliates’ liability to pay any sums due to an Affiliate in accordance with this Agreement.
14. GRANT OF RIGHTS
    1. Subject to the Affiliate’s compliance with this Agreement, CCC Affiliates hereby grants to the Affiliate a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty free licence, during the Term, to use the Brand Marks solely in connection with:
       1. making the Affiliate Links available on the Affiliate Website for the purpose of performing the Services; and
       2. marketing the CCC Affiliates Website and/or the Brand Websites through Promotional Content provided by or on behalf of CCC Affiliates (including by emailing persons who have consented to receive such marketing), in each case solely in the manner directed or otherwise consented to in advance by CCC Affiliates and in accordance with all Applicable Laws, any and all applicable Brand Guidelines, and this Agreement.
    2. If and to the extent that any Affiliate Links and/or Promotional Content are created by or on behalf of the Affiliate, the Affiliate hereby irrevocably and unconditionally assigns to CCC Affiliates with full title guarantee all right, title and interest (including Intellectual Property Rights) worldwide in perpetuity in and to such Affiliate Links and/or Promotional Content without restriction. The Affiliate waives all “moral rights” under the Copyright Designs and Patents Act 1988 in such Affiliate Links and/or Promotional Content (and all similar or equivalent rights in any jurisdiction), and hereby grants to CCC Affiliates all the consents required by CCC Affiliates to exploit such Affiliate Links and Promotional Content, without limitation so far as possible in perpetuity for any purpose. The Affiliate shall only use such Affiliate Links and Promotional Content for the purpose of fulfilling its obligations hereunder and shall only do so with CCC Affiliates prior written consent.
    3. The Affiliate shall not use the Brand Marks for any purpose not authorised hereunder, and shall not make any alteration to or modification of any of the Brand Marks without the prior written consent of CCC Affiliates and/or its licensors (as applicable).
    4. The Affiliate acknowledges and agrees that, other than in accordance with the licences granted to it pursuant to this clause 14:
       1. it neither has nor obtains any right, title or interest in or to the Brand Marks or Intellectual Property Rights of CCC Affiliates or its licensors (including any such right, title or interest as may exist in the CCC Affiliates Website, the Brand Websites, the Prohibited Terms, the Brand Marks, the Affiliate Links, the Promotional Content and any Player Data); and
       2. all right, title and interest (including goodwill) arising from the Affiliate’s use of the Brand Marks and any Intellectual Property Rights belonging to CCC Affiliates or its licensors will vest in and/or accrue to CCC Affiliates or its licensors (as applicable). The Affiliate agrees to enter into a confirmatory assignment of any such right, title, interest and/or goodwill, if requested by CCC Affiliates or its licensors.
    5. The Affiliate shall not do, cause or authorise, or omit to be done, anything which in CCC Affiliates’ reasonable opinion will or may in any way impair, damage or be detrimental or adversely affect the reputation or goodwill associated with CCC Affiliates (or its licensors) or any of the CCC Affiliates Group Companies, the Brand Marks, or the Intellectual Property Rights vested in CCC Affiliates (or its licensors) or any CCC Affiliates Group Company (or any of their respective licensors). The Affiliate shall not use the Brand Marks or Intellectual Property Rights of CCC Affiliates (or its licensors) or any CCC Affiliates Group Company (or any of their respective licensors) in any manner likely to cause harm to the distinctive character or validity of those Brand Marks or Intellectual Property Rights.
    6. CCC Affiliates and/or its licensors shall, in their absolute discretion, decide what action to take (if any) in respect of any infringement of the Brand Marks or any Intellectual Property Rights that may from time to time be vested in any CCC Affiliates Group Company and/or their licensors. CCC Affiliates and/or its licensors shall have exclusive control over, and conduct of, all claims and proceedings arising out of or in connection with such Brand Marks and other Intellectual Property Rights, and shall be entitled to retain all sums recovered in any action for their own account. The Affiliate shall not make any admissions other than to CCC Affiliates and/or its licensors and shall provide CCC Affiliates and/or its licensors with all assistance that they may reasonably require in the conduct of any claims or proceedings.
    7. The provisions of section 30 of the Trade Marks Act 1994 (and any similar or equivalent legislation in any jurisdiction) are expressly excluded.
    8. CCC Affiliates and/or its licensors may at any time in their sole discretion, with or without notice to the Affiliate, and with no further liability to the Affiliate:
       1. modify any of the Brand Marks or Brand Websites; and/or
       2. discontinue, withdraw, terminate or cease using any of the Brand Marks or Brand Websites included in the Affiliate Program. In such event this Agreement shall automatically terminate in relation to the relevant Brand Mark(s) and/or Brand Website(s).
    9. The Affiliate agrees to promptly do and/or procure the doing of all things and to sign and execute and/or procure the signing and execution of all such documents and deeds as may be required in order to perfect and protect or enforce any of the Brand Marks, Brand Websites or Intellectual Property Rights of CCC Affiliates, any CCC Affiliates Group Company and/or their licensors, and to ensure that all right, title and interest (including Intellectual Property Rights) that may in this Agreement be expressed to vest in CCC Affiliates or any CCC Affiliates Group Company and/or their licensors shall so vest.
15. CONFIDENTIAL INFORMATION
    1. Subject to clauses 15.2, each party undertakes that it will not at any time hereafter use, divulge or communicate to any person (except to its professional representatives or advisers and any employees, agents or subcontractors who need to know such information for the performance of this Agreement and provided that such party shall inform each of them of, and procure their compliance with the terms of this clause 15), the terms of this Agreement or any Confidential Information concerning the other party or any Group Company of such other party which may have or may in the future come to its knowledge. Neither party shall use any such Confidential Information except for the performance of this Agreement.
    2. The obligation of confidentiality contained in clause 15.1 shall not apply or (as the case may be) shall cease to apply to Confidential Information which:
       1. at the time of its disclosure by the disclosing party is already in the public domain, or which subsequently enters the public domain, other than by breach of this Agreement by the receiving party;
       2. is already known to the receiving party (as evidenced by written records) at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence;
       3. is at any time after the Commencement Date acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of obligation owed by that third party to the disclosing party;
       4. is required to be disclosed by Applicable Laws or order of a court of competent jurisdiction or government department or agency, provided that prior to such disclosure the receiving party shall, wherever possible and permitted by Applicable Laws, advise the disclosing party of the proposed form of the disclosure;
       5. is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or
       6. the disclosing party informs the receiving party in writing is not Confidential Information.
    3. CCC Affiliates shall be entitled to disclose Confidential Information relating to the Affiliate (which may include contact details and other Personal Data) to its licensors or other third party complainants (or their professional advisers) if CCC Affiliates believes (in its sole discretion), or a third party alleges, that the Affiliate: (i) has infringed the rights of CCC Affiliates, its licensors or any third party or has otherwise incorporated any Prohibited Material into the Affiliate Website; (ii) has registered any domain name or sub-domain in bad faith; (iii) is in breach of any Applicable Laws or regulatory requirement; or (iv) has sent or caused to be sent any form of spam.

       Neither party shall make any public announcements with respect to any aspect of this Agreement or its relationship with the other party without the prior written approval of the other party for each announcement.

16. TERM AND TERMINATION
    1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with the terms of this Agreement.
    2. The Affiliate may terminate this Agreement with respect to any Brand Website, for any reason upon 7 days’ prior written notice to CCC Affiliates.
    3. CCC Affiliates may terminate this Agreement with respect to any Brand Website, for any reason immediately on written notice to the Affiliate at any time. It is acknowledged, without prejudice to the generality of the foregoing, that CCC Affiliates may elect to terminate this Agreement or any part of it if CCC Affiliates considers that:
       1. a promotion published or operated by the Affiliate is: (a) harmful, inappropriate or aimed at undesirable countries; or (b) in any way in breach of this Agreement;
       2. if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam.
       3. the Affiliate is in breach of any relevant advertising law, regulation or codes of practice and/or the Marketing Guidelines.
       4. If the affiliate has otherwise acted in a manner which is inconsistent with the licensing objectives and/or in breach of any Applicable Law or this Agreement.
    4. If CCC Affiliates serves notice to terminates this Agreement in accordance with its terms, CCC Affiliates shall be entitled to terminate (in such notice or in a separate notice) any or all other agreements that it has with the Affiliate at the time of termination of this Agreement.
    5. Either party may terminate this Agreement immediately on written notice if the other party commits a material breach of any term of this Agreement that is irremediable or, if remediable, is not remedied by the other party within 7 days of the day on which such breach first occurred.
    6. Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject.
    7. Upon termination of this Agreement or any part of it: (i) the Affiliate shall no longer be entitled to access the CCC Affiliates Website or the relevant part of it; (ii) the Affiliate must remove from the Affiliate Website and cease to use and/or distribute (in any way) all relevant Brand Marks and Promotional Content, and disable all relevant Affiliate Links; (iii) all relevant rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) (within 5 days of termination of this Agreement in its entirety, the Affiliate must immediately return CCC Affiliates or (in CCC Affiliates’ sole discretion) destroy or permanently delete all the property in the Affiliate’s possession or under its control that either (i) belongs to CCC Affiliates, and CCC Affiliates Group Company and/or any of their licensors; and/or (ii) contains any Confidential Information of CCC Affiliates or any CCC Affiliates Group Company.
    8. If CCC Affiliates terminates this Agreement or any part of it, CCC Affiliates retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs and which relates to that portion of the Agreement that has been terminated.
    9. After termination, the Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement.
    10. If CCC Affiliates continues to permit Players who have clicked on Affiliate Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
    11. The following clauses of this Agreement shall survive termination of this Agreement: 9, 11, 12, 14.2, 14.3, 14.4, 15, 16.7, 16.8, 16.9, 16.10, 16.11, 17, 18, 19 and 20, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement.
17. REGULATORY MATTERS
    1. The Affiliate shall provide such information to the CCC Affiliates Group Companies as any such party may reasonably require in order to satisfy any information reporting, disclosure and other related obligations to any Gaming Authority from time to time. The Affiliate shall cooperate with requests, inquiries, investigations and the like of any Gaming Authority or other competent authority in connection with the performance of this Agreement, including the disclosure of information to any Gaming Authority or other competent authority that would otherwise be considered confidential pursuant to clause 15 of this Agreement.
    2. Any CCC Affiliates Group Company shall be entitled to suspend the Affiliate’s account and withhold any monies due thereafter, or to terminate this Agreement immediately, on notice to the Affiliate, if, in such party’s reasonable opinion, the Affiliate is in breach of any relevant advertising law, regulation or code of practice and/or the Marketing Guidelines.
    3. Insofar as the Affiliate carries out activities pursuant to this Agreement on behalf of any CCC Affiliates Group Company and such activities are subject to any Gaming Approval issued to such CCC Affiliates Group Company from time to time, the Affiliate shall conduct itself as if it is bound by the relevant conditions and the relevant codes of practice to which the applicable CCC Affiliates Group Company is subject pursuant to such Gaming Approval.
    4. It is acknowledged that the CCC Affiliates Group Companies conduct business in a highly regulated industry under Gaming Approvals issued by Gaming Authorities. In order to ensure compliance with the requirements of Gaming Authorities and to ensure that the CCC Affiliates Group Companies are able to maintain such Gaming Approvals, the CCC Affiliates Group Companies may evaluate the suitability of entities with which they do business from time to time. If any CCC Affiliates Group Company, acting in good faith and in accordance with industry practice, determines the Affiliate to be Unsuitable (a “Determination”), such CCC Affiliates Group Company may terminate this Agreement immediately by giving written notice to the Affiliate and withhold any monies then due to the Affiliate.
    5. No payments or undue financial or other advantage of any kind shall be made by the Affiliate or its personnel, directly or indirectly, to any entity, government, corporation or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business. The Affiliate shall:
       1. comply with all Applicable Laws, statutes and regulations relating to anti-bribery and/or anti-corruption (including, if applicable, the UK’s Bribery Act 2010);
       2. not engage in any activity, practice or conduct which constitutes an offence under any applicable anti-bribery and/or anti-corruption legislation (including acts which would constitute an offence under sections 1, 2 or 6 of the UK’s Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK); and
       3. notify CCC Affiliates immediately if it becomes aware that, or has reason to believe that, it has breached its obligations under this clause 17.5.
18. MISCELLANEOUS
    1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise any party to act as agent for any other, or create an employee-employer relationship, and no party shall have authority to act in the name of, on behalf of, or otherwise to bind each other in any way, or to hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other, unless expressly provided otherwise in this Agreement.
    2. Unless expressly so agreed, no modification or variation of this Agreement shall constitute or be construed as a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under this Agreement which have already accrued up to the date of such modification or waiver, and the rights and obligations of the parties under this Agreement shall remain in full force and effect, except and only to the extent that they are so modified or varied.
    3. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
    4. Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. For the avoidance of doubt, the Brand Websites Operators and any of its Group Companies may rely on and directly enforce any rights provided to such entities under this Agreement against the Affiliate (or any of its Group Companies), which includes, but is not limited to those rights set out in in this Agreement.
    5. The Affiliate shall at the cost and expense of CCC Affiliates execute or cause to be executed all such other documents and do or cause to be done all such further acts and things consistent with the terms of this Agreement as CCC Affiliates may from time to time reasonably require in order to vest in and secure to CCC Affiliates and its successors in title the full benefit of the assets, rights and benefits to be transferred or granted to CCC Affiliates under this Agreement and for the protection and enforcement of the same and otherwise to give full effect to the terms of this Agreement.
    6. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties (or any of them) in relation to such subject matter. In entering into this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.
    7. The Affiliate shall not be entitled to sub-contract, assign or sub-licence any of its rights or obligations under this Agreement without obtaining the prior written consent of CCC Affiliates. CCC Affiliates shall be entitled to sub-contract any or all of its obligations and/or sub-license or assign any or all of its rights under this Agreement at any time and without the need to obtain the prior consent of the Affiliate.
    8. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
    9. This Agreement is for commercial use only, and neither the Affiliate nor its employees, or their family members, friends or associates may make purchases, directly or indirectly, through the Affiliate Links for its or their own personal use, or to fraudulently increase the Commission, or for other fraudulent purposes.
    10. Affiliates will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage to CCC Affiliates. CCC Affiliates reserves the right to retain all amounts due to the Affiliate under this Agreement if it has reasonable cause to believe that such traffic has been caused with the Affiliate’s knowledge. Even if the Affiliate has not knowingly generated such traffic, CCC Affiliates reserves the right to withhold the Commission with respect to such traffic.
    11. CCC Affiliates reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Program at any time. CCC Affiliates recommends that the Affiliate checks this Agreement for changes regularly. The Affiliate may either agree to such changes or terminate this Agreement in accordance with the terms of this Agreement.
    12. Any notice relating to a breach of this Agreement, a claim under clause 11 of this Agreement, or termination of this Agreement, shall be in writing and shall be served by hand, prepaid first class recorded delivery (including special delivery), courier or prepaid first class recorded airmail to CCC Affiliates’ address as set out above or the Affiliate’s address as stated in its Affiliate Program application (as applicable). Any notice properly sent or delivered in accordance with the foregoing shall be deemed to have been received: (i) if delivered personally by hand, on the day and at the time of delivery if delivered between 09.00 and 17.00 on any working day and otherwise at 09.00 on the next working day; (ii) if sent by first class recorded delivery (including special delivery), at 09.00 on the 2nd working day after posting; (iii) if sent by prepaid first class recorded airmail, at 09.00 on the 5th working day after posting; and (iv) if sent by courier, at the time of signature on the courier’s receipt if delivered at or before 17.00 on any working and otherwise at 09.00 on the next working day.
19. GOVERNING LAW AND JURISDICTION
    1. The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability or formation) shall be governed by and construed in accordance with the laws of England.
    2. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement (including non-contractual disputes or claims) or its enforceability or formation or the legal relationships established by this Agreement and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
20. RESTRICTED JURISDICTIONS
    1. We cannot open accounts, or process bets or financial transactions, for individuals residing in: Afghanistan, Albania, Algeria, American Samoa, Angola, Australia, Austria, Bahamas, Barbados, Belarus, Belgium, Bolivia, Bosnia and Herzegovina, Botswana, Bulgaria, Burkina Faso, Canada (Provincestate of Ontario), Cambodia, Cayman Islands, Cuba, Côte d’Ivoire, Denmark, Ecuador, Estonia, Ethiopia, Finland, France, Germany, Ghana, Gibraltar, Guam, Guyana, Haiti, Hungary, Iceland, Indonesia, Iran, Iraq, Israel, Italy, Jamaica, Jordan, Kenya, Korea (the Democratic People’s Republic of), Lao People’s Democratic Republic, Latvia, Lithuania, Mali, Martinique, Mauritius, Monaco, Mongolia, Morocco, Myanmar, Netherlands, Nicaragua, Nigeria, Northern Mariana Islands, Pakistan, Palestine, Panama, Papua New Guinea, Philippines, Poland, Portugal, Romania, Russian Federation, Réunion, Samoa, Sao Tome and Principe, Saudi Arabia, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, South Sudan, Spain, Sri Lanka, Sudan, Sweden, Switzerland, Syrian Arab Republic, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Uganda, United Arab Emirates, Ukraine, United Kingdom, Minor Outlying Islands, United States of America, Vanuatu, Viet Nam, Virgin Islands (U.S.), Yemen, Zimbabwe. We reserve the right to amend the list of countries from which it will not open accounts, or process bets or financial transactions from time to time at our sole discretion. If you open or use the Website while residing in a Restricted Jurisdiction: your account may be closed by us immediately; any winnings and bonuses will be confiscated and remaining balance returned (subject to reasonable charges), and any returns, winnings or bonuses which you have gained or accrued will be forfeited by you and may be reclaimed by us; and you will return to us on demand any such funds which have been withdrawn.
    2. In accordance with New Zealand advertising restrictions as set out in section 16 of the Gambling Act 2003, you must not publish (as that term is defined in the Gambling Act 2003), or arrange to publish, in New Zealand any advertisement for CCC Affiliates and/or the Brand Websites. You must not promote the Brand Websites to persons in New Zealand or use any promotional material, themes, and context that are typically associated with Mäori traditions or customs or with New Zealand more generally.
    3. We reserve the right to request the immediate removal of any ads on any sites which, in our sole discretion, we consider pose a significant regulatory risk. Failure to comply with such requests will result in the termination of the Affiliate relationship with immediate effect.
21. DIRECT MARKETING
    1. Affiliate telephone (including mobile), SMS, email, and postal marketing are strictly prohibited. Any affiliates found to be promoting (directly or otherwise) any CCC Affiliates brands via telephone, SMS, email and/or postal campaigns will have their Agreement terminated immediately. Postal campaigns include the submission of any leaflets, flyers, letters, or other material mentioning or promoting any CCC Affiliates’ brands. Telephone campaigns include automated or non-automated landline or mobile calls, whether personalised to the recipient or otherwise. The prohibition on email marketing does not include email campaigns if they do not promote, mention, or reference (directly or otherwise) any of our brands.
    2. You may seek CCC’s prior written consent to conduct an email marketing campaign, provided that:
       1. Any such campaign must comply with the Marketing Guidelines being met; and
       2. Any such campaign must not promote, mention, or reference (directly or otherwise) any CCC Affiliates brands.
    3. If such permission is granted by CCC Affiliates you must then ensure you have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication.
    4. The Affiliate will effectively be the data controller and will have to comply to all Applicable Data Privacy Laws.
    5. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. All direct marketing sent to Affiliate Personal Data shall only be done so where such individuals have given valid consent to receive such marketing communication as required by the Applicable Data Privacy Laws. Valid consent shall include data subjects’ opt-in to such marketing and data subjects’ being informed that they shall receive marketing relating to our Brand websites (identified either specifically or, at the least, by its industry). You warrant that you shall not send direct marketing to any Affiliate Personal Data who have not provided valid consent to receive such marketing or who have unsubscribed to direct marketing. Likewise, marketing communications and that such individuals have not opted out of receiving such communication. You shall warrant that all direct marketing sent to Affiliate Personal Data shall include an opportunity for such persons to opt-out of all future direct marketing. In this respect, the Affiliate shall:
    6. In considering whether to approve any email campaigns, CCC will ask you to provide assurances on how you will mitigate against targeting potentially self-excluded customers (e.g., by ensuring that terms relating to newsletter distribution lists are clear).

Should an email marketing campaign be carried out in breach of the Marketing Guidelines, you will be instructed to cease all future marketing campaigns until there is an effective process in place. If you fail to comply with such instruction, CCC reserves the right to terminate the Affiliate relationship with immediate effect.

SCHEDULE 1: AFFILIATE COMMISSION STRUCTURES

An Affiliate will earn Commission based on the following:

Monthly Net Gaming Revenue = Affiliate Revenue Share%

€0.01-€5,000 NGR = 25%

€5,001 – €20,000 = 30%

€20,001 – €40,000 NGR = 35%

€40,001+ NGR = 40%

 

SCHEDULE 2: MINIMUM DEPOSIT AND WAGERING REQUIREMENTS

Brand Website Minimum Deposit Minimum Wager

ALL $20 $20

ALL £20 £20

ALL 20€ 20€

 

SCHEDULE 3: MARKETING GUIDELINES FOR AFFILIATES

Marketing Guidelines

 

SCHEDULE 4: PROHIBITED TERMS

christchurchcasino.com

christchurchcasino.co.nz

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christchurchcasino.org

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cccaffiliates.com

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cccaffiliates.org

cccaffiliates.co.nz