TIPICO NJ AFFILIATES TERMS AND CONDITIONS
If you are interested in applying to become an Affiliate of Tipico NJ, LLC ("Tipico NJ"), please read these Affiliate Terms carefully before applying.
If you have any questions or comments about the Tipico NJ Casino Affiliate Program, please contact us by writing to our Affiliate Team at USaffiliates@tipico.com.
1.?Definitions and Interpretation
1.1 In these Affiliate Terms:
?Affiliate? means the person (natural or legal) specified as the applicant for our Affiliate Program on the Registration Form and accepted by Tipico NJ to participate in the Affiliate Program;
?Effective Date? means the date the Agreement comes into force as specified in Clause 2;
?Potential Player??means a tracked person using the Tipico NJ Website as a result of promotion by the Affiliate, but who is not or have not yet become an acquired customer of Tipico NJ;
?Link? means a hyperlink (whether embedded in text or an image or otherwise) from the Affiliate Website to the Tipico NJ Website in the form, of the design, and in a position on the Affiliate Website as provided and specified by Tipico NJ;
?Prohibited Materials? means content, works or other materials that, in Tipico NJ sole and reasonable opinion,:
contains or distributes any spyware, adware, viruses, or other unwanted threats.
?Qualified Player? means a Potential Player who deposits a minimum of ten US dollars ($10) and places a wager of five US dollars ($5) or higher within seven (7) days of registration on Tipico NJ Website, unless otherwise agreed in the Agreement;
?Registration Form? means the HTML form on the Tipico NJ Website enabling users to apply to become Affiliates;
?Term? means the term of the Agreement; and
?Tipico NJ Website? means the website accessible via the URL? www.tipico.com/us as well as the Tipico NJ application.
?` 2.?Affiliate Application
2.1 In order to apply to become an Affiliate, an applicant must complete and submit the Registration Form and accept these Affiliate Terms during the registration process on the Tipico NJ Website, including an express acceptance of the Standard Offer specified in Clause 2.2. below ("Affiliate Application"). A completed Affiliate Application will be submitted automatically to Tipico NJ for consideration, and successful applicants will be contacted by a representative of Tipico NJ by means of an email communication confirming applicant's acceptance to the Affiliate Program ("Acceptance Email"). The Acceptance Email date shall be the Effective Date.
2.2 The standard commercial offer and terms of collaboration offered by Tipico NJ to the Affiliate Program applicants ("Standard Offer") is as follows:
2.3? Applicants who submit the Registration Form and accept these Affiliate Terms as part of their Affiliate Application but DO NOT accept the Standard Offer may be considered by Tipico NJ for participation in the Affiliate Program, at Tipico NJ's sole discretion. In such a case, Tipico NJ reserves the right to contact such applicants to discuss commercial terms and negotiate the Agreement. If such negotiations are successfully completed and a written agreement is signed, the effective date of such written agreement between Tipico NJ and Affiliate shall be the Effective Date.
3. Affiliate Program
3.1 The Affiliate will, within 7 days following the Effective Date, include one or more Links on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term.
3.2 Tipico NJ may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Tipico NJ's trade marks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 days of the request.
? 4.?Affiliate Obligations
4.1 The Affiliate will provide Tipico NJ with:
(a) such co-operation as is required by Tipico NJ (acting reasonably) in connection with the Affiliate Program;
4.2 The Affiliate must:
(b) register and maintain its good standing its appropriate registration with the relevant regulatory authority, such as but without limitation, the New Jersey Division of Gaming Enforcement;
(d) comply with all applicable laws;
4.3 The Affiliate must not:
(g) do anything through its acts and/or omissions which may cause Tipico NJ to infringe or breach the rights of or obligations owing towards any third party.
4.4 The Affiliate will not take any action in connection with the Affiliate Program which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of Tipico NJ and/or the Tipico NJ Website.
4.5 Affiliate may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Income Access in order to ensure proper tracking.
4.6 Affiliates must not ?spam? and/or use unsolicited email.? If Tipico NJ reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, Tipico NJ, may, in its sole discretion, immediately terminate such Affiliate?s participation in the Affiliate Program with no further obligations or liability on the part of Tipico NJ.
4.7 Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Company?s Website and the Affiliate will always remain responsible for the quality and origin of that traffic.? If an Affiliate knowingly sends traffic of a questionable quality and/or origin to Tipico NJ, the latter may, in its sole discretion, immediately terminate such Affiliate?s Participation in the Affiliate Program with no further obligations or liability on the part of Tipico NJ.
4.8 Affiliates are not permitted to copy any other affiliate?s website.? Tipico NJ reserves the right to suspend and/or terminate an Affiliate?s participation in the Affiliate Program, with no further obligations or liability on the part of the Company, if an Affiliate is found to have copied another affiliate?s website.
? 5.?Intellectual Property Rights
5.1 Tipico NJ grants to the Affiliate during Term a worldwide, non-exclusive, non-transferable, revocable, royalty-free license to reproduce electronically and publish on the Affiliate Website only the Links.
5.2 Tipico NJ does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.
5.3 Affiliate acknowledges that Tipico NJ holds all of the Intellectual Property Rights as defined herein and in and to the Tipico NJ Website and that such Intellectual Property Rights shall remain the sole and exclusive property of Tipico NJ. Other than a right of use as set out herein or in the Agreement, the Affiliate shall not acquire any rights in or to any of Tipico NJ?s Intellectual Property Rights under the Agreement or these Affiliate Terms. All goodwill arising out of the Affiliate?s use of Tipico NJ?s Intellectual Property Rights shall inure solely to the benefit of Tipico NJ.
5.4 Affiliate shall indemnify and hold Tipico NJ harmless in respect of all direct and indirect costs, losses, damages, claims, expenses and other liabilities (including any reasonable legal and professional costs) which Tipico NJ may incur as a result of Affiliate's infringement or unauthorised use of Tipico NJ?s Intellectual Property Rightsobligations.
6.1 In respect of each Qualified Player which can be verified by Tipico NJ (acting commercially reasonably), Tipico NJ will make a Payment to the Affiliate, based on the conditions agreed to in the Agreement.
6.2 Tipico NJ will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than?USD 100.00, in which case the Payments may be held over to the next payment date or any such following payment date when the amount due exceeds USD 100.00, as applicable.
6.3 All Payments stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT. If Tipico NJ is required by law to deduct withholding tax or any other taxes or duties from any Payments, then Tipico NJ will deduct such amounts from the Payments before paying them to the Affiliate.
6.5 Payments to the Affiliate will be made in United Stated Dollars according to payment details as agreed in the Agreement or as otherwise requested by Affiliate in writing and approved by Tipico NJ.
6.6 No Payments will be due in respect of:
(v) customers already registered with Tipico NJ as customers.
6.8 Both before and after termination of this Agreement, Tipico NJ will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to Tipico NJ, whether under the Agreement or otherwise, and against any loss or damage suffered by Tipico NJ, whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.
7.1 Each Party warrants to the other Party:
(b) that it will comply with all applicable laws and regulations; and
7.2 All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
The Affiliate will indemnify and keep indemnified Tipico NJ, and Tipico NJ's officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Affiliate of any term of the Agreement and/or these Affiliate Terms.
9.1 Nothing in the Agreement will exclude or limit the liability of either Party for:
9.2 Subject to Clause 9.1, Tipico NJ's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
10. Force Majeure Events
10.1 Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under the Agreement and/or these Affiliate Terms, those obligations will be suspended for the duration of the Force Majeure event.
10.2 A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement and/or these Affiliate Terms, will promptly notify the other.
10.3 The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.
Either Party may terminate the Agreement immediately at any time by giving written notice to the other Party.
? 12.?Effects of Termination
12.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8, 9, 12 and 13.
12.2 If the Agreement is terminated by Tipico NJ under Clauses 11, 4.6. 4.7, and/or 4.8, Tipico NJ will not have any obligation to make any further Payments to the Affiliate.
12.3 Subject to Clause 12.2:
(a) Tipico NJ will pay to the Affiliate all Payments arising from Qualified Players who have became qualified ?on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and
12.4 Provided that Tipico NJ has paid or does pay to the Affiliate such sums as are properly due and owing at the date of termination of the Agreement, which shall be subject to any rights Tipico NJ has to make deductions whether under this Agreement or otherwise, Tipico NJ shall have no further liability to pay Affiliates any further sums.
13.1 Any notice given under the Agreement and/or these Affiliate Terms must be in writing (whether or not described as ?written notice? in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant postal or email address specified on the Registration Form (in the case of the Affiliate) or on the Tipico NJ Website (in the case of Tipico NJ) (or as notified by one Party to the other in accordance with this Clause).
13.2 A notice will be deemed to have been received at the relevant time set out below:
13.3 No breach of any provision of the Agreement and/or these Affiliate Terms will be waived except with the express written consent of the Party not in breach.
13.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.
13.6 These Affiliate Terms may be varied by the Company posting a new version of the affiliate terms on the Tipico NJ Website and notifying the Affiliate in writing The Affiliate's continued participation in the Affiliate Program after receipt of such a notice will constitute the Affiliate's acceptance of the modified affiliate terms.
13.7 The Affiliate shall not be entitled to assign, transfer, charge, sub-license, sub-contract, hold on trust for any person or otherwise deal in any other manner with any of its rights or obligations under the Agreement and/or these Affiliate Terms without the prior written consent of Tipico NJ.
13.8 The Agreement will be governed by and construed in accordance with the laws of New Jersey, with the exclusive jurisdiction of the courts of New Jersey.