These Terms are made by and between Betfred USA Sports, LLC and it subsidiaries (“Betfred”) and the affiliate network indicated in the applicable Insertion Order (“Affiliate”). The current and future Insertion Order(s), as will be agreed upon from time to time (“IO”) is incorporated by reference hereto.
- Services. Affiliate shall use commercially reasonable efforts to list Betfred Products on Affiliate Sites (“Services”). For the purposes hereof “Betfred Products” means certain products or services, owned by or licensed to Betfred, including without limitation, Betfred website(s) and related content. “Affiliate Sites” means websites, applications or other media outlets that are owned or operated by Affiliate or for which Affiliate has a contractual right to serve third-party ads.
- Payment. Betfred will pay Affiliate a monthly fee (“Fees”) for a certain action (e.g. registration, lead, click, etc.) as agreed between the parties in writing, (“Action”) in accordance with these Terms. Fees will be paid within thirty (30) days of issuance of the invoice. Any outstanding amount will bear 1.5% interest per month from the invoice due date until paid in full. Fees are exclusive of taxes, withholdings or duties, all of which will be borne by Betfred.
- Reports. Betfred will send activity reports to Affiliate on a weekly basis at least, or otherwise grant Affiliate access to their reporting platform that provides real-time reports. Fees will be calculated according to Betfred’s reports.
- Audit. Betfred will maintain complete and accurate records to support and document the consideration payable. Upon Affiliate’s written request, Betfred will grant access to such records for auditing purposes. The audit shall take place during the regular business hours, during the term and for six (6) months after the termination of these Terms. If such audit establish adeficiency of more than five percent (10%) between the amount found to be due and the amount actually paid or reported, Affiliate’s actual out-of-pocket costs of the audit will be paid by Betfred together with the amount of the deficiency, plus statutory interest from the date such amount became due until the date of payment.
- Termination. Each party may terminate these Terms without cause by serving the other party with prior written notice of three (3) business days. Upon termination, the parties will have no further rights and obligations towards each other in connection with these Terms, except for rights and obligations (including actions which might trigger payment obligations) which have accrued prior to termination.
- Intellectual Property. All parties will remain the sole owner of its Sites or Applications, including any related software, copyright, database right, trade secret, trademark and any other intellectual property rights whatsoever arising in connection with this agreement. Betfred retains all existing rights in advertising material, artwork, URLs, trademarks and logos in connection with the Product (“Advertising Material”). During the term, Betfred grants Affiliate a non-exclusive, limited, revocable, royalty-free, worldwide right to use, in whole or in part, Advertising Material, and to display and publish the Advertising Material for the purpose of rendering the Services. Affiliate may make use of the Advertising Material, along with screenshots, testimonials and endorsements displayed on Betfred’s website or any other available third-party medium, and use, display, and publish them solely for the purpose of providing the Services. Affiliate will remain the sole owner of any right, title and interest in any ads, multimedia images, graphics, text, data or other objects created or originated by Affiliate (“Affiliate Content”) and Betfred may not use such Affiliate Content without prior written approval.
- Data and Privacy. Each party will own all rights, titles and interests in and to all data (including all passively received or machine-readable data, such as data based on browser type and device identifiers) that is collected on or through such party’s servers or networks. Each party, as a controller of data, represents and undertakes its compliance with all applicable data protection and privacy laws, as applicable to the processing of personal information under the Terms.
- Confidentiality. All parties acknowledge that during the course of these Terms certain information that will be exchanged between the parties in connection with the performance of the Services, is regarded as confidential information. All parties will keep all such information confidential, and will not disclose any confidential information to any third parties without obtaining prior written consent of the other party, except for information that: (a) is in the public domain, and/or; (b) must be disclosed according to applicable laws or regulations, and/or; (c) is required to be disclosed by a party’s to its shareholders, investors, legal or financial advisors (“Authorized Recipients”), provided that such Authorized Recipients will be bound by confidentiality obligations similar to those set forth in this section.
- Representations and Warranties.
- a) Each party represents and warrants to the other party that: (i) such party is duly organized and validly existing under the laws of its state of incorporation and has full power to execute these Terms; and (ii)its performance of these Terms will comply with all applicable laws, regulations and industry standards and will not be in breach of or conflict with any other agreement by which the parties are bound. b) each party represents and warrants to the other that: (i) it has the right to license the material, as specified in section 6; and (ii) if either party’s business requires a license, each party holds such a validly issued license in good standing in eligible states throughout the term of these Terms.
- LIMITATION OF LIABILITY. NEITHER PARTY BEAR RESPONSIBILITY FOR THE CONTENT OR PERFORMANCE OF THE OTHER PARTY’S SITES OR APPLICATIONS, OR THE CONTENT OR MATERIALS THAT ARE PROVIDED BY THE OTHER PARTY.
- Indemnification. Each party will defend and indemnify the other against any suit, proceeding, assertion, damage, cost, liability and/or expense (including court costs and reasonable attorneys’ fees), incurred as a result of a claim made by a third party against the party, its affiliates, partners, officers, directors, employees or agents arising from or associated with: (i) either party’s breach of any of its representations and/or warranties set forth in these Terms; or (ii) each party’s product and related content.
- Entire Agreement. These Terms constitute the entire agreement between the parties and supersede any prior oral or written agreements. These Terms may be amended with a written document signed by the parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. These Terms shall not be modified except by an instrument in writing signed by both Parties. No “click-through”, “shrink-wrap”, “browse-wrap” or other similar terms subject to electronic acceptance by users shall have any legal validity between the Parties, modify or form part of these Terms, except when signed via a valid electronic signature or “pen and ink” by an authorized signatory of each Party.
- Neither party may assign or delegate its rights or obligations under these Terms to any party without the express prior written consent of the other party.
- Notices. All notices, requests, agreements, and amendments given hereunder will be sent in writing to the address or email provided in the IO. Notices will be deemed effectively delivered at the time of transmission if by email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.
- Opportunity to Cure. Any breaching party shall have three (3) business days from the date of written notification to cure such breach before the aggrieved party may terminate this Agreement or pursue an action in equity or in law.
- Severability. If any provision of these Terms or part of them held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the parties agree that if any provision is deemed invalid and/or unenforceable by any court of competent jurisdiction and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
- In case of any discrepancy or contradiction between these Terms and any other agreement or document between Affiliate and Betfred, the provisions of these Terms will prevail.
- These Terms shall be governed and construed in accordance with the laws of the state of Nevada without regard to conflict of laws principles. Any legal action or proceeding in connection with these Terms or the performance hereof may be brought in the state and federal courts located in the state of Nevada and such court will have exclusive jurisdiction over any and all disputes between the parties hereto. The parties hereby irrevocably waive trial by jury in any action, proceeding or claim brought by any party hereto or beneficiary hereof or any matter whatsoever arising out or in any way connected with these Terms.