AFFILIATE AGREEMENT
· This Agreement (as defined below) contains the complete terms and conditions between you and Portapa (Pty) Ltd. T/A Supabets (a company registered in South Africa with company number JHB 075). This Agreement includes all terms and conditions regarding your application and, if approved, subsequent participation in the Supabets Affiliate Program.
· Any changes to this Agreement will be communicated to you in accordance with Section 1.4 of the Agreement below.
FOREWORD
IMPORTANT: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT, THEN PRINT AND STORE ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKER IDs, BONUS CODES, AND FEES.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS (OR ARE NOT AUTHORISED TO DO SO) YOU SHOULD NOT JOIN OUR AFFILIATE NETWORK OR (IF YOU HAVE ALREADY JOINED OUR AFFILIATE NETWORK) EMAIL US AT TO TERMINATE THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS PLEASE CONTACT US AT THE SAME EMAIL ADDRESS.
This Agreement, your completed Affiliate sign up form our electronic marketing rules, any other guidelines or additional terms we provide to you via email or on our site and the associated Payment Plan (together the "Agreement") contain the complete terms and conditions that apply to your participation in the Supabets Affiliate program (Affiliate Network). In the event there is a conflict between this Agreement and any other additional terms, this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.
There may be two alternative Payment Plans from which you can choose.
CPA (also known as 'CPA' Plan)
Revenue Share Plan
You are entitled to receive Fees calculated on the applicable Payment Plans that are allocated to your Promocode during the term of this Agreement or whilst the applicable Promocode is operational.
You will not be entitled to receive any Fees for revenues generated by Real Money Players on our Sites except as set out in the Payment Plan you choose for the Sites that are part of the Affiliate Program.
Where used in this Agreement, references to:
(i) "you", "your" and/or "Affiliate" mean the individual or entity that applied as the "BENEFICIARY" for payment purposes on our sign-up form as submitted at our website ("Affiliate Sign-up Form") or such other individual or entity as mutually agreed between you and Us.
(ii) "we", "our", "us" means Supabets a company registered in South Africa with company number JHB-075 and whose registered office is 50 Athol Oaklands, Melrose Arch, 2067 .
1. GENERAL
1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Network for the Sites and modifies, replaces and supersedes any previous affiliate agreement you have entered into with us, or a member of the Group in relation to the Site you are advertising.
1.2 When you indicate your acceptance of these terms and conditions on the Affiliate Sign-up Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 1.4 below).
1.3 You are providing, under this Agreement, marketing services to us, as an independent contractor. Neither party to this Agreement is an agent, representative or partner of the other Party. You shall have no right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, us. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between us and you or to impose any liability attributable to such a relationship upon either party.
1.4 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect FOURTEEN (14) days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE NETWORK FOLLOWING SUCH FOURTEEN (14) DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION. You hereby consent that Supabets may unilaterally terminate, vary or transfer this Agreement at any time.
1.5 Notwithstanding Section 1.4 above, from time to time we may contact you with information regarding specific promotions, unless you notify us otherwise, you will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the applicable Payment Plan and this Agreement for the duration of such promotion.
1.6 Our obligations to you will be satisfied by the relevant entity in our Group for the territory for which you are providing the marketing services. Where it is agreed by us that you will be entitled to submit invoices for payment of the Fees, as opposed to having those Fees paid directly to your Affiliate Cashier Account, those invoices must be sent to the relevant entity, as set out in the following table.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
2.1 "Affiliate Cashier Account" means the account into which you receive payment from us. All payables are paid into Affiliate Cashier Accounts, unless specifically agreed otherwise.
2.2 "Affiliate Area" means the area of the Website that is accessible to you (you may need to access some parts of this area by logging on with the security code we assigned to you when you signed up as a participant in the Affiliate Network and associated password) and that provides certain 'members only' functionality, including facilities to check relevant statistics, register Sub-affiliates, update your profile.
2.3 "Banners" and "Text Links" means the graphical artwork or text that includes Promodes that are made available by us in the Affiliate Area and that you may use to connect players to our Services from your website (or other electronic method) or using other marketing materials.
2.4 "Brand" means the relevant brand used in association with online sportsbook,
2.5 "Cost per Acquisition" (or "CPA Plan") means the CPA Plan.
2.6 "Electronic Marketing Rules" means our rules for electronic marketing activities of the Brands and Sites, including any country specific marketing rules.
2.7 "Fees" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the applicable Payment Plan.
2.8 "Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including but not limited to:
a. deposits generated on stolen credit cards;
b. collusion, manipulation of the service or system, bonuses or other promotional abuse;
c. creation of false accounts for the purpose of generating Fees;
d. manipulation of the Trackers or the process by which those Trackers are served;
e. intentionally targeting Players in order to cross-promote that Player to a different Site;
f. unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights); and,
g. any activity that constitutes Fraud Traffic under 3.7 or 3.9 below.
2.9 "Group" means our ultimate holding company and any subsidiary companies of our holding company.
2.10 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
2.11 "LoyaltyPoints" shall mean the bonus system which awards Real Money Players points for their activity on a Site, which are explained in greater detail on the relevant Brand Site in the territory.
2.12 "Marketing Materials" means Banners and Text Links and any other marketing materials (that may include Our Marks - see 2.15 below) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.13 "Minimum Required Deposit" means the minimum amount required to open a Player Account as indicated on the Site. Such deposits must then add up to a cumulative deposit for each player in order to satisfy the qualifying criteria. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the amounts mentioned within this Section 2.13 at any time by virtue of placing notice on the Site. All amounts are calculated in South African Rands.
2.14 "Monthly Gross Revenue" (or "MGR") means the amount of our revenue, received or retained by us, attributable to your Real Money Players, in a particular month, which is used as the figure to calculate the Revenue Share Fees payable under the Revenue Share Plan referred to in 2.16 below.
2.15 "Our Marks" means the words “Supabets” and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.
2.16 "Payment Plan" means the payment plan you have accepted under which we pay you either:
1. Revenue Share Plan - a share of certain revenues attributable to Real Money Players as outlined in the specific Payment Plan as set out in the Fees Page and subject to the deductions as detailed in Section 4.13;or
2. CPA Plan - a plan where we pay you based on the number of Real Money Players that you introduce via your Promocode as set out in the Fees Page, or
3. any other plan notified or agreed by us in writing from time to time.
2.17 "Player(s)" means any person using any products or services on our Sites whether attached to your Tracker or not.
2.18 "Player Account" means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or promocode.
2.19 "Real Money Player(s)" means any person who is attached to your Promocode (or if applicable, your Sub-Affiliate's Promocode) who: (i) has not been a Player with us before; (ii) is not located in a Restricted Territory; (iii) who has made the Minimum Required Deposit; (iv) is accepted as a player under any applicable sign up or identity verification procedure which we may require; (v) has accumulated the required number of LoyaltyPoints indicated on the Website and/or Fees Page; (vi) carries out the actions detailed in (i) - (iv) within one hundred and eighty (180) days of registering on the Site through a Tracking URL; and (vii) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Site.
2.20 "Services" means any product or service offered to Players on our Sites.
2.21 A "Sign-up Promocode" is a unique alphanumeric code that we may make available to you to provide to prospective Players. When entered, the system automatically logs the Sign-up Promocode and records you as the Affiliate in relation to the relevant Player.
2.23 "Sites" means the websites and any other online site or platform that are owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Player opens a Player Account and/or accesses our Services.
2.24 "Spam" means any email or other electronic communication you send that markets, promotes or that otherwise refers to us, the Site or our Services from time to time, or that contains any Marketing Materials, Our Marks or Trackers and that breaches our Electronic Marketing Rules.
2.25 "Sub-affiliate" means a person that you have referred to (and that has successfully joined) our Affiliate Network in accordance with the terms of this Agreement.
2.26 "Sub-Fees" means the Fees due to any Sub-affiliate as set out in their chosen Payment Plan.
2.27 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms.
2.28 "Promocode” means the unique Sign-up Promocode that we provide exclusively to you, through which we track Players' and Real Money Players' activities and calculate Fees.