The following is an agreement (this “Agreement”) between Hillside (Shared Services US) LLC, (together with its affiliated entities, “bet365”, “us” “our” or “we”), and you (“you”), which contains the terms and conditions of the bet365 affiliate program (the “Affiliate Program”).
We will register your Customers (as defined below) and track their transactions. We reserve the right to refuse Customers (or to close or suspend their accounts) to comply with any requirements we may periodically establish. “Customer” means each of your visitors who, during the term of this Agreement, enters one of the bet365 Websites via any of the Links, and who, (a) registers, and is accepted for an account with us in respect of the relevant bet365 Website for the first time, (b) makes a deposit within six (6) months of registering such account, and (c) agrees to and complies with all of our terms and conditions, rules, policies, and operating procedures from time to time.
We may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site at www.bet365partners.com. Modifications may include, for example, changes in the scope of available Referral Commissions and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement as superseding this Agreement.
To become a member of our Affiliate Program, in addition to accepting this Agreement, you will need to submit an online application form. The application will form an integral part of this Agreement. We will in our sole discretion determine whether or not to accept your 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 application has been successful.
We will conduct due diligence and identity verification using public sources and data, and request information and/or documentation from you. You agree to promptly provide all information and/or documentation we reasonably request for such purposes. You agree that we may use this information and/or documentation to satisfy our due diligence and identity verification requirements and that you will promptly provide us with updated information and documentation should it change, or upon our reasonable request.
If we do not receive all reasonably requested information and/or documentation, or we are unable to satisfy our due diligence requirements or identity verification checks, we may suspend or terminate the Agreement immediately and without any liability to you, including for any payment or remuneration accrued or due to you under this Agreement.
You agree that you will not start promoting bet365 in any jurisdiction until we inform you in writing that you are permitted to do so. You further agree that you will only promote bet365 in the jurisdictions approved by bet365 in writing.
By agreeing to participate in the Affiliate Program, you are agreeing to create and maintain unique links from your site(s) to the websites, landing pages, and/or digital applications which are owned, operated or branded by the bet365 group (collectively, the “bet365 Websites”). You may link to us with any of our hyperlinks, banners, articles, with a text link, or other promotional links we make available to you, or which are approved by us, to direct traffic to the bet365 Websites (“Links”). You may only display the Links on websites or applications owned and/or operated by you or on your behalf which are identified in your Affiliate Program application, or otherwise pre-approved by us in writing (“your site(s)”). This is the only method by which you may advertise on our behalf.
You are required to refer a minimum of 15 Active Customers within a three-month period of joining the Affiliate Program or otherwise specified by us. Should you not reach this requirement, we reserve the right to close your affiliate account without any liability to you (including any accrued payment or renumeration). An “Active Customer” means a Customer who places stakes or plays with deposited funds on the relevant bet365 Websites.
You shall not send any form of direct marketing communications to Customers or potential Customers (including but not limited to email, SMS, push notifications and/or targeted pop ads) or use pop ads which (i) include any of bet365’s Marks (or other intellectual property rights of the bet365 group); or (ii) otherwise intend to promote bet365 Websites or bet365 services, without our explicit prior written consent. If consent is granted, you agree not to send any direct marketing to any self-excluded individual. You must also ensure you have (where applicable) obtained explicit consent from each recipient to receive marketing communications and that they have not opted out of receiving such communication. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. You must also make it clear, to avoid any confusion for the recipient regarding the sender, that all marketing communications are from you and not from bet365. For the avoidance of doubt, if you engage third parties to provide direct marketing communications or use pop ads, you are responsible for ensuring their compliance with these requirements.
We will terminate this Agreement immediately without recourse for you if there is any form of spamming or if you advertise our services in any way not permitted by this Agreement. You shall not make any claims or representations, or give any warranties, in connection with us and you shall have no authority to, and shall not, bind us to any obligations.
You shall also refrain from registering (or applying to register) any domain name similar to any domain name used by or registered in the name of any member of the bet365 group, or any other name that could be understood to designate the bet365 group or its brands.
You may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of the bet365 group’s trade marks or otherwise include the word “bet365”, “bet365casino” or variations thereof, or include metatag keywords on your websites which are identical or similar to any of the bet365 group’s trademarks.
By this Agreement, we grant you the non-exclusive, non-assignable, right to direct Customers to the bet365 Websites in accordance with this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your Customers, and we obviously intend to contract with and obtain the assistance of others at any time to perform services of the same or similar nature as yours. You shall have no claim to Referral Commission or other compensation on business secured by or through persons or entities other than you.
You will only use our approved advertising materials, (including banners, editorial columns, creative text, images and logos (“Creative”)) and will not alter their appearance nor refer to us in any promotional materials other than those that are available from www.bet365Partners.com or otherwise approved by us. The appearance and syntax of our hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of the bet365 Websites. In particular, you must not create your own direct links to the promotional materials on any bet365 Websites.
Your use of our Links, Creative, Marks, and/or any other content, data or information we provide,or make available to you under this Agreement, including (without limitation), statistics, sporting data and fixture lists, odds and betting figures (“Approved Content”), shall be strictly limited to your proper use under this Agreement and in full compliance with our instructions and guidelines.
You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage. We reserve the right to retain all amounts otherwise due to you under this Agreement if we have reasonable cause to believe of such traffic.
We reserve the right to withhold Referral Commissions and/or suspend or close Customer or Affiliate Program accounts where affiliated customers are found to be abusing any bet365 offers or promotions whether with or without your knowledge. Such situations to include but not be limited to different customers betting both sides of an event or market so as to limit risk and claim bonuses.
You will be solely responsible for the development, operation, and maintenance of your site(s) and for all materials that appear on your site(s). For example, you will be solely responsible for ensuring that materials posted on your site(s) are not libellous or otherwise illegal. We disclaim all liability for these matters. You will ensure that your site(s) and any related materials comply with all applicable laws, regulations and advertising codes, and do not infringe (directly or indirectly) any intellectual property rights of the bet365 Group or any third party. You must ensure that your site(s) does not give the impression that it is owned by or operated by us. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of your site(s).
The Affiliate Program is only for your direct participation. You shall not open Affiliate Program accounts on behalf of other participants. Opening an Affiliate Program account for a third party, brokering an Affiliate Program account or the transfer of an Affiliate Program account is not permitted. Affiliates wishing to transfer an Affiliate Program account to another beneficial account owner must request our permission. Approval is solely at our discretion. Any approved Affiliate Program account transfer shall be subject to us receiving information and/or documentation to enable us to satisfy our due diligence requirements and identity verification checks for the acquiring entity or individual (see clause 1.4). Failure to comply with these requirements may result in us refusing the Affiliate Program account transfer, the termination of this Agreement and/or the retention of any Referral Commission payments due to the Affiliate Program account.
You warrant and represent that you (and your affiliated or group entities) shall not use, develop, support or otherwise facilitate the use of any automated systems, devices, scripts, programs, robots, processes (including crawlers, browser plugins and add-ons or any other technology) or software to copy, scrape, and/or extract the whole or any part of the bet365 Websites, any information or data, records or other material on the bet365 Websites (including, but not limited to, results, statistics, sporting data and fixture lists, odds and betting figures, APIs, background technology, software or code), or any other information or data on or contained within or as part of the bet365 Websites and/or its source code (sometimes referred to as ‘screen scraping’ or ‘scraping’) or all or any part of the Approved Content. Furthermore, you and your affiliated or group entities must not override any security feature or bypass or circumvent any access controls or use limits or attempt to override any security feature or bypass or circumvent any access controls or use limits applied to the bet365 Websites or the Approved Content.
If you are granted access to our APIs, including any background technology, software or code, you shall: (a) use our APIs and any data obtained through them solely for the purposes permitted by this Agreement, (b) not copy, translate, reverse engineer, decompile, disassemble, modify, or create derivative works based on our APIs, nor permit any third party to do so, (c) not permit any third party access to our APIs without our prior written consent, and (d) fully comply with all instructions and guidelines issued by us.
No affiliation can be made between your site(s) and any bet365 Websites.
We hereby grant to you a non-exclusive, non-transferable licence, during the term of this Agreement, to use our trade
name, trade marks, service marks, logos and any other designations, which we may from time to time approve (“Marks”) solely in connection with the display of the permitted promotional materials on your site(s). This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks by any third party.
During the term of this Agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, Referral Commissions
earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement. Notwithstanding the foregoing, you may disclose such confidential information in order to comply with applicable law or regulation or a court or governmental authority with proper jurisdiction.
Where applicable, for the purposes of the Data Protection Act 2018, and the General Data Protection Regulation, each party remains an independent Data Controller. For the avoidance of doubt no Data Controller / Data Processor relationship or Joint Data Controller relationship is created by this Agreement.
You warrant that you shall at all times comply with the Data Protection Act 2018, the General Data Protection Regulation, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and/or any other related or similar applicable legislation.
Where, at any time, bet365 shares data with you it is at bet365’s sole discretion, may be subject to separate terms and conditions, and may be declined or ceased at any time. Should you state that you have a data subject’s permission to request their personal data from bet365 then bet365 may require evidence of this in the form of relevant terms and conditions, or specific consent for the sharing.
You shall make it clear to any users of your site(s) that third parties, including us, may be using cookies on the user’s browser or employing web beacons to collect information. You must obtain the user’s informed consent to the use of third party cookies and post a prominent link to a privacy and cookie policy. This policy shall provide detailed information about third party cookies and explain how they can be disabled, for example, by detailing how users can customise cookie settings within their browser (e.g. Internet Explorer, Firefox and Chrome).
You agree to fully and promptly co-operate with us and/or the relevant bet365 group entity in the event that we request information from you on your data protection practices.
Failure to comply with your obligations under this clause 2.15 and/or applicable data protection legislation will be cause for the termination of this Agreement with immediate effect.
You must at all times adhere to and act in a manner consistent with the bet365 Partner Marketing Compliance Policies (as applicable), which we will provide to you (via your affiliate account or by other means we deem appropriate). These policies set out the requirements for communication, advertising and marketing standards for our partners promoting bet365, both generally and in certain territories. The bet365 Partner Marketing Compliance Policies are incorporated herein by reference and shall be adhered to in conjunction with these terms.
We may modify or replace any terms of the bet365 Partner Marketing Compliance Policies at any time and in our sole discretion. We will notify you of any material changes to the bet365 Partner Marketing Compliance Policies which you will be required to agree to. If any change is unacceptable to you, your only recourse is to terminate this Agreement or to cease marketing in that particular territory.
Any actual or suspected breach of the bet365 Partner Marketing Compliance Policies by you will constitute a material breach of this Agreement, and we reserve the right (without incurring any liability to you) to terminate this Agreement without notice to you, and to take any action we deem necessary to protect our legitimate business interests.
Without derogating from any representation, warranty, obligation or other provision in this Agreement, you represent and warrant that:
a. You have the full right, power and authority to enter into, and to perform this Agreement;
b. All information you provide to us in your application and throughout the term of this Agreement is true and accurate;
c.You will comply with all applicable laws, statutes, regulations, directives, rules, codes of practice and mandatory guidelines imposed by any competent governmental or regulatory authority in performing this Agreement;
d.You will obtain and maintain all necessary licences, approvals and/or consents required to enter into and
perform your obligations under this Agreement; and
e.Your performance of this Agreement will not (directly or indirectly) infringe any intellectual property rights of the bet365 group or any third party.
Subject to your full compliance with the terms of this Agreement and based on what was previously agreed between you and us when you initially acknowledged and agreed to this Agreement, you will earn amounts related to each Customer consisting of either: (a) a percentage of the Net Revenue we earn from your Customer (“Revenue Share”), (b) a cost per acquisition payment as a one-time payment for each new Active Customer (“CPA”), or (c) a combination of (a) and (b) or other commission structure, each as expressly agreed by us in writing (“Referral Commission”). The type and rate of Referral Commission shall be confirmed in writing by your bet365 Affiliate Program account manager. You shall only earn one type of Referral Commission in respect of each Customer at any one time regardless of whether a Customer has made multiple deposits in one account or multiple accounts in multiple jurisdictions.
Net Revenue means all monies received by us in respect of any bet placed or play with deposited funds by Customers through authorized use of our sports and/or casino products after deducting costs incurred as:
a. monies paid out to Customers as winnings;
b. monies paid out in the form of betting (or other applicable) duties, levies or taxes (or reasonable provisions thereof);
c. bad debts;
d. fraud;
e. returned or reimbursed stakes and associated costs;
f. transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs);
g. Customer rewards and promotions;
h. third party royalties;
i. contributions to jackpots or network promotions;
j. charges levied on us by payment organisations in respect of Customers; and
k. contributions to jackpots or network promotions; charges levied on us by payment organisations in respect of Customers; and associated administrative costs.
We retain the right to change the applicable Referral Commission amounts or percentages and methods of calculation of Referral Commission as we wish as provided elsewhere in this Agreement. Your entitlement to, and payment of Referral Commission is strictly subject to applicable laws and regulations.
Affiliates are eligible for payment on the balance of their Referral Commission earnings. Negative commission balances in any vertical will be deducted from available Referral Commission earnings. Save in the event of a manifest error, you agree and accept our calculation of your Customers and the amount of Referral Commission. To the extent amounts were previously paid as Referral Commissions in error or prior to the discovery of a violation of this Agreement or requirements to qualify as a Customer or to earn Referral Commissions, we reserve the right to deduct such amounts against unpaid Referral Commissions.
You acknowledge and agree that you are subject to applicable gaming laws, rules, regulations and regulatory authorities and you are required to comply with them. You are not permitted to promote us in any jurisdiction(s) in which a gaming regulatory authority states that, or bet365 believes that, you need a gaming license, registration, or approval to lawfully operate in such jurisdiction(s) (“Affiliate License”) without first (a) obtaining such Affiliate License, (2) providing us with proof of such Affiliate License, and (3) receiving written confirmation from bet365 that you may promote us in such jurisdiction(s). If these steps are not strictly adhered to, we are not obligated to pay and you are not entitled to receive any Referral Commissions in such jurisdiction(s) or to the extent prohibited by applicable gaming laws, rules or regulations. You are solely responsible for obtaining and maintaining all Affiliate Licenses throughout the term of this Agreement at your sole expense. You shall promptly notify us in the event of any loss of an Affiliate License or of any action taken against you by any gaming regulatory authority.
Your Affiliate Program account must have a minimum of 15 Active Customers before you will be eligible for a Referral Commission payment. Subject to clauses 6 and 7, you may receive one payout per month, so long as you have fulfilled such Customer requirement at the end of the preceding month.
To request payment of any Referral Commission, you must make the payment request via your Affiliate Program account on the bet365 affiliate system. Following this, we will raise a statement showing all required particulars for the applicable Referral Commission on your behalf, which you agree to accept and use as the basis for issuing a valid invoice to us. Payment of any invoice will be made within 30 days of receipt by us, in accordance with and subject to the terms set out below. You agree to notify us if you make any changes to the ownership of your business or your tax registration. Payout requests for any calendar month’s Referral Commissions may be made anytime from the start of the second day (UK time) of the following calendar month.
The minimum payout request for earned Referral Commission per month is 100 USD. There is no maximum limit.
Referral Commission payments shall be paid by bank wire. It is your sole responsibility to ensure that the account details you provide to us are accurate, complete and up to date. Payment is subject to completion of our due diligence requirements and identity verification checks (see clause 1.4).
Please be aware that although bet365 will not deduct any charges for arranging a bank wire, your own bank may choose to levy a charge on such transactions.
All taxes due in connection with any payments to you are your sole liability. You are solely responsible for paying all federal and other taxes in accordance with the laws that apply in your local, state, province, and/or country of residence. Where required, in compliance with United States Internal Revenue Service regulations, we may send appropriate forms to any affiliate. Such forms may need to be completed and returned to us in order to receive commission payments. Failure to complete these forms, where appropriate, in a timely basis may result in a delay to the payment of, the whole or part of, your Referral Commission. We reserve the right to withhold from your Referral Commission, or where appropriate, from your existing account balance, any amount required to be withheld by law.
It is not expected that your services will be subject to sales tax. However, where you are required to account for sales tax, your Referral Commission will be treated as sales tax inclusive, such that your Referral Commission will be reduced by an amount such that with the addition of the sales tax due the total amount due to you under this agreement is equal to the amount given in clause 5.
We may (acting in our sole discretion) apply a 2% balance reduction (“Balance Reduction”) to any withdrawable balance on your affiliate account exceeding $200 for a consecutive period of three calendar months. The Balance Reduction shall apply to the total withdrawable balance and be deducted on a rolling monthly basis until the withdrawable balance on your affiliate account is less than $200 .
If you fail to make a successful withdrawal of any balance on your affiliate account within a 12-month period, you are deemed to have waived your entitlement to any positive balance, and the account balance will be reduced to zero.
All Referral Commission payments will be due and paid in USD. Where currency conversion is required, all amounts are converted at the mid-point applying at the time of payment, as published in the Financial Times.
The term of this Agreement will begin when you are approved as an affiliate and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately. Termination is at will, with or without reason, by either party. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
Without prejudice to any other terms of this Agreement, we reserve the right to terminate this Agreement, and to void or withhold any Referral Commission amounts payable to you if we have reasonable cause to believe you have breached any terms of this Agreement.
Upon termination you must remove all our Creative and disable all Links from your site(s) to all bet365 Websites. All rights and licenses given to you in this Agreement shall immediately terminate. You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of our Approved Content. Upon termination, we shall have no liability to pay you any future Referral Commission.
We may terminate this Agreement if we determine (in our sole discretion) that any of your sites are unsuitable. Unsuitable sites include, but are not limited to, those that: are aimed at children, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights or breach any relevant advertising regulations or codes of practice.
You shall not open more than one Affiliate Program account without our prior written consent nor will you earn Referral Commission on your or your family or household members’ bet365 Website accounts. The Affiliate Program is intended for professional website publishers only.
You shall incorporate and prominently and continually display the most up-to-date Links provided by us on all pages of your website(s) in a manner and location agreed by us and you shall not alter the form, location or operation of the Links without our prior written consent. You are eligible for Referral Commissions based upon your continued promotion and performance under this Agreement, which shall include (without limitation) referring a minimum of 15 Active Customers within any rolling three-month period during the term of this Agreement or as otherwise agreed by us (“Ongoing Referral Requirement”). We reserve the right to reduce applicable Referral Commission amounts or percentages and/or terminate this Agreement fail to comply with your promotion and performance obligations under this Agreement, including (without limitation) the Ongoing Referral Requirement.
Except for matters relating to due diligence, compliance or any other matter requiring immediate action or acknowledgment by you, you agree to respond to correspondence regarding the performance of this Agreement, sent by us to the contact details registered to your affiliate account, in a timely manner. We reserve the right to suspend and/or terminate your affiliate account should you fail to remedy (if remediable) any breach of this obligation within the period specified by us.
We and you are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Agreement.
You shall defend, indemnify, and hold us, and all other bet365 group entities, along with our and their respective directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our Approved Creative or the Affiliate Program.
We make no express or implied warranties or representations with respect to the Affiliate Program, about ourselves or the Referral Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of the bet365 Websites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the www.bet365affiliates.com system and the bet365 database, the database shall be deemed accurate.
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program shall be limited to direct damages and will not exceed the total Referral Commissions paid to you under this Agreement in the twelve-month period prior to the event giving rise to liability. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations of our directors, employees or shareholders. Nothing in this Agreement limits any liability which cannot legally be limited.
You acknowledge that you have read this Agreement and agree to all its Terms and Conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate or contract with websites that are similar to or compete with your website(s). You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set out in this Agreement.
At any time where three billing periods have passed and you have not referred a minimum of 15 Active Customers in that period (or as otherwise contractually agreed), your affiliate account will be deemed inactive (“Inactive Account”). A billing period shall mean one calendar month unless otherwise determined by us. We shall be entitled to (a) reduce your Referral Commission, (b) reduce any available balance in your Inactive Account and/or (c) close your Inactive Account in accordance with the process set forth (“Dormancy Process”). We reserve the right to update or make changes to the Dormancy Process at any time.
We shall notify you that your affiliate account is an Inactive Account (“Inactive Account Notice”), and you will have three billing periods to reactivate your account. You can reactivate your Inactive Account by referring a minimum of 15 Customers (or as otherwise contractually agreed) in the three billing periods from receipt of the Inactive Account Notice.
If you fail to reactivate your Inactive Account after three billing periods have elapsed from the date of our Inactive Account Notice, we reserve the right to apply a 50% reduction to your available Inactive Account balance.
We will then send you a second Inactive Account Notice and you will have a further three billing periods to reactivate your Inactive Account by referring a minimum of 15 Customers (or as otherwise contractually agreed) in the three billing periods from receipt of the Inactive Account Notice.
If you fail to reactivate your Inactive Account after six billing periods have elapsed from the date of our initial Inactive Account Notice, we are entitled (without further notice to you) to: (a) reduce the balance of your Inactive Account to zero (b) close your Inactive Account; and (c) de-tag all Customers associated with your Inactive Account (which is irreversible), and you shall not be entitled to receive any future Referral Commission. On closure of your Inactive Account, this Agreement and any related contract will be terminated.
bet365 reserves the right in its sole discretion to exercise its rights under the Dormancy Policy infull or in part.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey, as it is applied to agreements entered into and to be performed entirely within such state, without regard to conflict of law principles; provided, however, that this Agreement and the legal relations among the parties shall be governed and construed in accordance with the laws of the jurisdiction in which an applicable Customer places its bet qualifying you for the Referral Commission to the extent required by applicable gaming regulatory authorities. You agree that all disputes, claims and causes of action relating to this Agreement shall be resolved individually, without resort to any form of class action, exclusively by confidential arbitration in Atlantic County, New Jersey, before a single arbitrator pursuant to the then-current arbitration rules of the American Arbitration Association. PLEASE NOTE: YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE TO WAIVE YOUR RIGHT TO FILE SUIT IN A COURT OF LAW (INCLUDING ANY CLASS ACTION SUIT) TO ENFORCE YOUR RIGHTS UNDER THIS AGREEMENT. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of any forum, state or federal, having jurisdiction. The parties to the arbitration will share equally the administrative costs of such arbitration proceedings. You agree to commence any arbitration proceeding with respect to this Agreement within one (1) year after the claim arises. You agree that a proceeding commenced after this date is barred.
You may not assign, transfer or subcontract all or any of your rights under this Agreement, directly or indirectly, by operation of law, change of control or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No modifications, additions, deletions or interlineations of this Agreement by you are permitted or will be recognised by us. None of our employees or agents have any authority to make or to agree to any alterations or modifications to this Agreement or its terms.
Our rights and remedies hereunder shall not be mutually exclusive, that is to say that the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, its being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all prior agreements, assurances, and understandings between you and us, whether written or oral, relating to its subject matter.