Introduction
By registering an account on the Rove Affiliates Program (the "Affiliate Program") you hereby acknowledge and agree that you have read, understood, and agree that you are bound by its terms and conditions as outlined below. This Agreement sets out the terms and conditions between ROVE LIMITED, with registered office address at RM 1203, 12/F, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong (hereinafter referred to as "Rove") and You as a participant to the Affiliate Program (the "Affiliate").
Rove and Affiliate are hereinafter referred to individually as a "Party" and collectively as the "Parties".
By completing an application to join the Affiliate Program you are subject to Rove's approval of your application — agreeing to the terms and conditions of this Agreement. For the purposes of this Agreement, "Agreement" refers to this document, including all terms and conditions, policies, and any updates or amendments made from time to time. If you do not accept these terms, you should not proceed with your application.
Rove reserves the right to change, amend or modify the terms and conditions for any reason. If the Affiliate does not agree with any new version, they shall terminate the Agreement. This Agreement replaces all previous terms and conditions relating to the Affiliate Program or any previous affiliate program offered by Rove. You agree that this Agreement supersedes all previous agreements you have had with Rove. The digital acceptance of this Agreement through the interface of the affiliate tracking software and/or the Affiliate's continued participation in the Affiliate Program, including but not limited to acceptance of any commissions from Rove, after such digital acceptance is deemed to have been received under this Agreement, will always be deemed as a binding irrevocable acceptance of the new terms and conditions and/or other changes in the Affiliate Program.
For any queries or questions in relation to this Agreement and/or the Affiliate Program, you may contact us at [email protected].
Definitions
- Affiliate
- A partner who has signed up to the Rove program in order to promote brands through Affiliate's links.
- Affiliate Payment
- Any Revenue Share, Hybrid Payments, CPA Payments and/or fixed fee commissions.
- Affiliate Program
- The affiliate program offered by Rove whereby the Affiliate agrees to promote and advertise brands and products in return for Commission paid in accordance with this Agreement.
- Application
- Your application to join the Affiliate Program via the Affiliate Program Site.
- Business Day
- Any day from Monday to Friday 8am to 5pm GMT (excluding Saturdays and Sundays) which is not an official public holiday.
- CPA Payments
- The CPA reward payments described in clause 4.5.
- Commencement Date
- The date on which Rove confirms that your application to join the Affiliate Program has been accepted.
- Confidential Information
- All information in any form relating to a party (and any Group Company in the case of Rove) (the "Disclosing Party") that is directly or indirectly disclosed to the other party (the "Receiving Party"), including any personal data and/or customer data, by any of the Disclosing Party's employees, professional advisers or contractors before or after the Commencement Date.
- Customers
- An end user who has been registered as player to the Site/s and satisfies each of the following: (1) is a new player who originates from your Tracking Code via your website, email newsletter or other method acknowledged and approved by us; (ii) uses the tracking mechanism connected to a Site and registers with that Site; and (iii) opens a player account as a result of registering with the Site.
- Good Industry Practice
- The exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith.
- Hybrid Payment
- The hybrid payments described in clause 4.6.
- Immediate Family
- Your spouse, partner, parent, child or sibling.
- Internet Site
- Your website or websites located at the web address(es) provided to Rove in your Application or subsequently changed from time to time and notified to Rove via the Affiliate Program Site.
- IPR
- Any and all patents, trademarks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), get-up, trade, business or domain names, goodwill associated with the foregoing, email address names, copyright including rights in computer software (in both source and object code) and rights in databases, rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements.
- Site(s)
- Any brands, or websites, that participate in the Rove Program. As part of Rove's efforts to maintain the integrity of the Properties' Sites, all websites deemed a copy of any of the Properties' Sites will be asked to remove all suspect/plagiarised content. Should the copy not be updated within 5 working days, your Affiliate Account and all referral fee payments will be suspended pending review of the situation.
- Net Gaming Revenue
- Total winnings from Customers (stakes received less winnings paid out and bonuses) generated via the brands that fall under the Rove program, less any jackpot contributions, adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, and liability to any betting duty or licensing fees for data or other duty, tax or expense that may arise.
- Parties
- The parties to this Agreement.
- Revenue Share
- A percentage of the Net Gaming Revenue awarded to an Affiliate as compensation for the successful registration and deposit of funds of a Customer referred by the Affiliate. For the avoidance of doubt, the Revenue Share is only applicable to the Site that the Customer has created an account and deposited funds.
- Tracking Links
- Hypertext links (either a banner or text link) generated from the affiliate platform, that link to the Sites or any other website owned or controlled by Rove.
In this Agreement (except where the context requires otherwise) any phrase introduced by the terms including, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of words preceding those terms; the singular includes the plural and vice versa; and reference to a statute or statutory provision is reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.
Grant of Rights
In consideration of you making the Sites available on the Internet Site and subject to the terms and conditions of this Agreement, Rove will procure that you are granted a non-exclusive, non-transferable, terminable licence to use the Sites on the Internet Site solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.
Qualifying Conditions
- Affiliates must have their account reviewed and approved before promoting the Sites. If the account has not been approved, commission will not be paid. The approval process requires the Affiliate to provide Rove with a list of all the channels that will be used to promote the company website. Affiliates must also sign an Insertion Order (IO) prior to commencing any promotional activities for the Sites.
- You acknowledge and understand that Sites are licensed and regulated and therefore obligated to follow regulatory requirements and local advertising regulations. If an Affiliate is found to be in breach of any regulatory requirements or local advertising regulations, we reserve the right to terminate that Affiliate with immediate effect.
- The Affiliate shall not target any person who is under the legal age for gambling, nor target any restricted jurisdictions where gambling and the promotion thereof are illegal.
- The Affiliate may not be under 18 years of age; and he/she is obliged to provide us upon request a copy of his/her ID or passport.
It is a condition of this Agreement that you will not
- display the Sites other than on the Internet Site;
- display the tracking link in any offline media without Rove's prior written approval;
- display data from the Sites via any electronically accessible medium other than the Internet Site without the expressed written consent of Rove;
- do anything that would cause Rove to believe that a Customer has clicked through the Sites to register for an account when that is not the case, sometimes known as 'cookie stuffing'; and/or use the Sites or Code in a way which proves or is likely to prove detrimental to Rove.
Affiliate's Warranties
You warrant and undertake that:
- you have full capacity and authority to enter into this Agreement and any other documents executed by you that may be associated with this Agreement;
- you will provide KYC documents both upon Rove's request and for the purposes of receiving payments. Payments will only be made once KYC documents have been fully provided by you;
- you will at all times conduct yourself with all due skill, care and diligence, including Good Industry Practice, and in accordance with your own established procedures and all applicable laws, enactments, orders, regulations and other similar instruments;
- you will comply with Rove's security guidelines and requirements as may be issued by Rove from time to time whether in writing or otherwise;
- all information you provided in your Application is correct and that you will notify Rove promptly of any changes;
- you will promptly change the address of the Internet Site on request by Rove;
- you will ensure and be responsible that the content displayed on the Internet Sites is correct, accurate and up-to-date. In any event, the content should not be misleading, inaccurate and out-dated. In such an event, Rove shall have the right to terminate the Agreement in accordance with clause 12.2;
- you will immediately cease to promote and remove any content related to a specific brand or Site upon request by Rove. If you fail to take the relevant actions, Rove reserves the right to withhold and/or permanently forfeit any unpaid commissions or earnings accrued by the promotion of this brand;
- you will keep secret and not allow anyone else to use your login and password details for the Affiliate Program Site;
- the Site links will not be placed on any part of the Internet Site which may be aimed at people under 18 years of age;
- you will not directly or indirectly offer any potential Affiliate or Sub-Affiliate any incentive (including payment of money or other benefit) to use the Sites or Code;
- you have obtained and will maintain in force all necessary registrations, authorisations, consents and licenses to enable you to fulfil your obligations under this Agreement and that you will fully comply with all applicable laws and regulations including any advertising codes;
- the Internet Site will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third-party rights and shall not link to any such material;
- you shall ensure that content displayed on the Internet Site reflects the following mandatory items: (1) the web-portal address of any entity devoted to responsible gaming; and (2) the minimum age to participate in the game being promoted;
- you will not seek to challenge the validity of IPR belonging to Rove;
- you will use all reasonable endeavours to display the Sites and Code on the Internet Site without interruption for the duration of this Agreement;
- you will ensure that all communications originating from you relating to Rove or our properties make it clear that such communications are sent by and on behalf of you (and not from or on behalf of Rove or our properties);
- you will not edit, alter or amend any marketing, promotional and/or creative materials which have been produced by or on behalf of Rove;
- you will not encourage or assist any Affiliates to breach any terms and conditions agreed to when opening an account with Rove;
- you will not encourage or assist any Affiliates to engage in behaviour which in Rove's reasonable opinion breaches the terms or abuses the spirit of a promotion, competition, tournament or offer operated by Rove;
- you will carry out customer acquisition as long as you are an active member of the Affiliate Program. The Affiliate Payments established by the provisions herein may be subject for revision from the side of the Affiliate Program under any of the below circumstances: you substantially reduce your efforts to promote the Sites in the Affiliate Program's sole discretion, and/or the existing Deal results in a financial loss to the Company, and/or the event of legal/regulatory changes to a market. Should you fail to bring any new paying customers for a period of 90 (ninety) days, your account will be deemed Dormant, will be closed and your agreement with the Affiliate Program will be terminated;
- you will not register any domain names or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service that incorporate terms which are identical or similar to 'Rove' or any other trademarks owned by Rove and you will at all times comply with such reasonable guidelines for the use of such trademarks as may be issued from time to time. Rove's decision on whether any marketing is in breach of this clause shall be final and there shall lie no appeal from such decision;
- you will not create, register, or attempt to register any domain names, mobile applications, keywords, search terms, or other identifiers that are identical or confusingly similar to the Sites or brands that participate in the Affiliate Program. This prohibition applies to all search engines, online platforms, sponsored advertising services, or other search or referral mechanisms. The Affiliate shall adhere to all trademarks owned by the owners of the Sites. Rove reserves the right at its sole discretion to terminate the Agreement in the event of breach of this clause. If sending any SMS or email communications to individuals which include any of Company's Intellectual Property Rights; or otherwise intend to promote the Company Website, Affiliate must first obtain written permission to send such emails from one of the managers of the Affiliate Program. If such permission is granted by the Company, you must then ensure you have each and every recipient's explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from our Company. The Affiliate agrees to not send any SMS or email communications to customers residing within Great Britain;
- you shall not engage in spamming and must at all times practice "Internet Etiquette", this includes any attempt to spam a user through the chat functionality in the participating Property's chat facility. We consider any unsolicited, unexpected or unwanted SMS sent to a user in order to extort their valuables, mislead them or any message originating from someone the user has not specifically authorised to have their mobile number to be spam. The Affiliate must NOT send SMS messages containing any reference to, or in any way connected with, a Property or a Site, without the express consent of Rove. Once such consent has been granted by Rove, SMS messages may only be sent provided they comply with commonly accepted opt-in rules, meaning the user has consented to receiving SMS from you, and is given the option to opt-out in each SMS and that the content is approved by one of Rove's representatives. In addition, all email marketing must be based on commonly accepted opt-in rules, meaning the user has consented to receiving the email from you, and is given in the option to opt-out in each email. You shall not be entitled to earn Referral Fees from Referred Users generated in bad faith, or arising from unauthorised advertising or promotion. In the event that we determine that you have engaged in any form of unauthorised advertising or promotion, or engaged in any unlawful or bad faith activities (regardless of whether you had knowledge of the same), we reserve the right to take various actions including, but not limited to, withholding and forfeiting of Referral Fees and/or immediately terminating this Agreement;
- you accept sole responsibility for determining whether entering this Agreement is legal under any laws or regulatory requirements that apply to you. You understand that we do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of providing your services to us or the receipt of any payments from us, under any applicable laws. It is your responsibility to remain abreast of all legal and regulatory developments within the jurisdictions you are located or in which (or into which) you conduct marketing activity to ensure that you fully comply with all applicable laws at all times. Notwithstanding the obligation to comply with laws and regulations in general, you must also ensure that all marketing and advertising you undertake through your involvement with the Sites is conducted in full compliance with any applicable advertising regulations (including, but not limited to, restrictions and/or requirements relating to content or location/positioning of material) and the privacy and data protection requirements.
You Agree That
- Rove has the right to request KYC documents at any time at its discretion;
- you or your Immediate Family may not become Customers and you shall not be entitled to any payment under this Agreement in relation to such persons. In such case, Rove shall have the right, at its sole discretion, to terminate this Agreement in accordance with clause 12.2;
- Rove may monitor the Internet Site to ensure you are complying with the terms of this Agreement and you will provide Rove with all data and information — including passwords — to enable Rove to perform such monitoring at no cost to Rove;
- all Customer data and information shall belong exclusively to Rove.
You Warrant That
- you are not and have never been engaged in any activity, practice or conduct which would constitute an offence;
- you have not been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Payments
6.1. In consideration of the display of the Sites and Code and introducing Customers, you will be entitled to payment on the following terms.
6.2. You will be able to indicate your initial preferred Commission Option upon having been approved to join the Affiliate Program. The chosen option will be confirmed by Rove once Rove accepts your Application.
6.3. Subject to these terms, if you select a "Revenue Share" model, Rove shall pay you the applicable percentage of the Net Gaming Revenue generated by each Customer you refer, for as long as the Customer maintains an active account with the Site through which he/she was initially registered and made the first deposit. You will continue to receive the Revenue Share payments unless and until this Agreement is terminated in accordance with its terms. However, if the Site is deactivated, shut down, or becomes permanently inaccessible to Customers for any reason, the Revenue Share arrangement shall automatically terminate without further notice.
High Roller Policy
Negative revenue generated in any given month by any Player within the Affiliate Program, determined to be "High Rollers", will be carried forward and offset against future revenue generated by Players attracted by Partner until such negative revenue is cleared. The determination of the criteria to categorise a Player as "High Roller" shall be estimated within the Affiliate Program's sole discretion.
Current criteria for determining High Roller policy are:
- If in any given month the player generates negative gross gaming revenue of at least €10,000, and the aggregate revenue in that month for that Affiliate is negative, then such Player shall be deemed to be a High Roller.
- If both of the above criteria are met, then the negative revenue generated by the High Roller will be carried forward and offset against future revenue generated by that High Roller.
- The negative balance carried forward cannot be set-off against other players' positive revenue.
- The negative balance carried forward cannot be greater than the total aggregate negative revenue for the affiliate, for that month.
- The negative balance of a High Roller will be reduced by future positive revenue that they generate in subsequent months.
6.4. If a CPA Payment deal is offered, Rove shall pay you the agreed rate or the current standard rate which is payable in accordance with the terms on the Affiliate Program Site. You shall be entitled to a one-off commission based on a number of first-time depositing players directed to the brands who have successfully met minimum deposit (baseline), wagering and/or other requirements as per prior agreement. These amounts are at the discretion of Rove and we reserve the right to change these amounts with prior written notice at any time. All CPA deals are subject to immediate termination. Rove's decision with regards to this will be considered final and no further correspondence will be entered into. Right of admission to the CPA program will be reserved at all times and for any reason. If we determine, in our sole discretion, that you are enrolled in the CPA program to benefit from it by referring players that we deem not legitimately interested in our products or services or that are not of a similar average value to our current players, we reserve the right to terminate your participation in the program with immediate effect. Should this occur, from the moment of your notification, your CPA payment generated on past, existing or newly referred players will be forfeited and considered null and void with no further correspondence entered into.
6.5. If a Hybrid Payment deal is offered, Rove shall pay you: the selected hybrid CPA payments payable in accordance with the terms on Affiliate Program Site; the selected "Revenue Share" percentages of Net Gaming Revenue for as long as each referred Customer registered and deposited funds in the specific Site of the Affiliate Program and he/she continues to maintain an active account with the same Site and/or the Site is still active.
6.6. If a Fixed Fee deal is offered, the Affiliate Payment terms, including amount, payment schedule, and any conditions, shall be specified in the Insertion Order duly executed by the parties.
6.7. Rove may withdraw a Commission Option at any time by giving notice to you. You will then be required to select another Commission Option via the Affiliate Program Site which will apply to any Customers whose date of first registration is on or after your date of selection.
6.8. If we determine that any activity constitutes fraudulent traffic (or suspected fraud), or otherwise violates this Agreement, we reserve the right, at our sole discretion, to investigate such activity for a period of up to 90 days. During this time, we may suspend your account and delay any affiliate earnings while we review and verify the relevant transactions. If the investigation finds that the fraud originated from your side, we may terminate this Agreement with immediate effect. Following our investigation, we may: (i) pay the affiliate earnings in full; (ii) recalculate them to reflect the identified fraud or breach; or (iii) withhold your affiliate earnings entirely. We further reserve the right to set off any amounts already paid to you that are associated with such fraudulent activity against any future Affiliate Payments due to you.
6.9. You will be able to review statements showing the number of Customers introduced by you, if any, which have accrued over the course of the calendar month, using the Affiliate Program Site. Such statements are for information purposes only. Rove will endeavour to ensure that such statements will be updated daily but is under no obligation to do so. Provided that you have reached the threshold set out in clause 6.8, Rove will, at the end of a calendar month, inform you of the amount of the Affiliate Payments, if any, for the preceding calendar month (the "Amount Due"). In case the Affiliate disagrees with the balance due as reported, he or she shall notify the Affiliate Program within thirty (30) calendar days, in writing and clearly state reasons for the disagreement, attaching proof when relevant. Failure to notify the Affiliate Program within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.
6.10. If you are in acceptance with the Amount Due, you need to proceed with the issuing of an invoice, in order for Rove to further proceed with the payment of the invoice within thirty (30) calendar days. The payment of the invoice is subject to the following conditions:
- Any invoice that is not submitted for payment within the same fiscal year as the date of information of Amount Due, will no longer be eligible for reimbursement.
- Any invoice submitted more than 180 days after the information of Amount Due will not be eligible for payment.
- For Invoices that are being sent within 180 days of the information of Amount Due (if accepted), Rove in its sole discretion, may not proceed with settlement of the full amount in a single payment but in multiple payments and/or as otherwise determined by Rove.
Rove offers an automatic invoice request option by the Platform; this tool is available to you to ensure the avoidance of delays in payment and ensures regular invoice submissions.
6.11. If the Amount Due for a particular calendar month does not exceed 500 EUR or the equivalent in any other currency, Rove will be entitled to withhold and carry forward such amount to the end of the next calendar month in which the Amount Due (including any sums carried forward in this way) exceeds 500 EUR or the equivalent in any other currency, at which time payment shall be made in accordance with Clause 6.9.
6.12. All payments made to you by Rove under this Agreement are deemed exclusive of any VAT or other tax payable and will be paid in Euros.
6.13. In the rare case that a negative financial adjustment (i.e. confiscation of winnings) will be set against one of the customers you have referred, pertaining to his activity from a previous financial month, and there has been no corresponding negative revenue share carried over into future months, the positive revenue share generated by this adjustment will be cancelled out.
6.14. In the event that a Customer:
- has been introduced in breach of any term of this Agreement;
- makes one or more deposits which are subject to a chargeback or which are reversed for any other reason;
- was recognised as part of fraudulent scheme or was incentivised by unauthorised means to register and/or become a customer;
- fails any identity or credit checks carried out by Rove or on its behalf;
- is located in a territory from which Rove and/or the Sites does not accept customers; or
- has their account closed within the same calendar month when they trigger a CPA or CPL payment,
you will not be entitled to receive any Affiliate Payments in respect of such Customer. In the event that any such payment has already been made to you in respect of such Customer you will promptly repay the amount paid on receiving notice from Rove. Rove will be entitled, but not obliged, to set-off any amount owed as a result against future Affiliate Payments.
6.15. In addition to payments to be made under clause 6 above, where a new affiliate registers for the Affiliate Program for the first time (a "Sub-Affiliate") you will be entitled to a payment equivalent to the percentage notified to you via the Affiliate Program Site, of any Net Gaming Revenue generated by such Sub-Affiliate under its affiliate agreement with Rove.
6.16. Sub-Affiliates may not be directly or indirectly owned or controlled by you or your Immediate Family and you shall not be entitled to any payment under this Agreement in relation to such a Sub-Affiliate.
6.17. In the event that any Affiliate Payment to a Sub-Affiliate is reclaimed under the terms of its agreement with Rove or payments are made to you in breach of clause 6.16 above you will promptly repay the amount paid on receiving notice from Rove. Rove will be entitled, but not obliged, to set-off any amount owed as a result against future payments under this Agreement.
6.18. All payments under clause 6.15 will terminate when payments to the relevant Sub-Affiliate end for whatever reason.
6.19. Rove may change the level of any payment due under clause 6.16 above in respect of future Sub-Affiliates you refer to at any time by giving notice to you.
6.20. Payments under clause 6.15 will be made in accordance with clause 6.11 above.
Intellectual Property
7.1. As between the parties, all IPR in the Sites belong to Rove. All IPR in any third-party materials shall belong to the third party owner thereof.
7.2. Nothing in this Agreement purports to grant a license, provide any warranty or offer any indemnity in respect of any data that is not owned by Rove. In the event that you require access to any such data, you agree that you will give Rove an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a license to the same from the relevant third party data owner or either party may terminate this Agreement immediately.
7.3. Each party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any IPR which may affect the supply or use of the Sites.
Data Protection
8.1. You acknowledge that the security of Rove's data and its systems is fundamental to the business of Rove, and if you become aware of a breach or potential breach of security relating to the Sites, you will immediately notify Rove of such breach or potential breach and use your best endeavours to ensure that any potential breach does not become an actual breach and/or to remedy any actual breach and its consequences.
8.2. You shall at all times comply with all applicable data protection and privacy legislation, including, where applicable, the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK GDPR, and the Data Protection Act 2018, together with any other applicable laws and regulations relating to the processing of personal data and privacy in any relevant jurisdiction, in connection with the Internet Site and your activities.
Confidential Information
9.1. During the term of this Agreement and after termination or expiration of this Agreement, each party shall not use any Confidential Information belonging to the other party for any purpose other than in pursuance of its rights and obligations under this Agreement nor disclose any of the other party's Confidential Information to any person except with the prior written consent of the other party and shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information. This obligation will not apply to any Confidential Information that:
- has come into the public domain other than by breach of this Agreement, or any other duty of confidence;
- is obtained from a third party without breach of this clause or any other duty of confidence;
- has been disclosed to a party by a third party, other than a company within its Group not in breach of any duty of confidence;
- is trivial or obvious;
- is required to be disclosed by law or other regulatory requirement provided notice is given to the other party prior to disclosure where legal to do so; or
- is in the possession of the Party at the time the Confidential Information was disclosed to it by any other party or which is independently developed without reference to any Confidential Information of the other party.
9.2. Each party may disclose any Confidential Information to its directors, other officers, employees, advisers and sub-contractors and to those of any company in its Group to the extent that such disclosure is reasonably necessary in order to comply with its obligations under this Agreement and provided that they are subject to equivalent confidentiality obligations as those set out in this clause.
9.3. On termination of this Agreement each party shall (on request) deliver up to the other party or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically except to the extent that it is obliged to retain such information under any law, regulation or license condition applicable to that party or any company in its Group.
Indemnification
The parties shall together determine the content of any communications concerning the relationship between the parties. Such communications shall be issued at a time and in a manner agreed by the parties. You will indemnify and hold harmless Rove from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Rove in consequence of any breach by you of your obligations under this Agreement.
Liability
11.1. Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of Rove (including any liability for the acts and omissions of its employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:
- you acknowledge and agree that (except as expressly provided in this Agreement) the Sites, Affiliate Program Site and all Rove products are provided "AS IS" without warranties of any kind (whether express or implied);
- all conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Sites or the Affiliate Program Site are hereby excluded.
11.2. No exclusion or limitation set out in this Agreement shall apply in the case of:
- fraud or fraudulent misrepresentation;
- death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors.
11.3. The time limit within which you must commence proceedings against Rove to recover on any claim shall be 6 months from the date you become aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.
11.4. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 15 Business Days, the party not affected may terminate this Agreement immediately by giving notice to the other party.
Term & Termination
12.1. This Agreement shall commence on the Commencement Date and shall continue until either party serves 5 Business Days' written notice of an intention to terminate.
- Upon receipt of the termination the Affiliate has 7 days to remove any materials and links from its platform.
- Upon receipt of the termination notice the Affiliate revokes its right to any improved deal, offers and future payments.
12.2. Rove may terminate this Agreement immediately in the event that:
- if for any reason, the Site/s or brands of the Affiliate Program that you have referred Customer/s, ceased its activities and/or is no longer operational and accessible to the referred Customers;
- if for any reason, Rove terminates its agreement or cooperation for the provision of services to the Sites;
- the Affiliate breaches any of the terms of this Agreement;
- the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);
- the Affiliate is made the subject of a bankruptcy petition or order;
- the Affiliate ceases or threatens to cease carrying on its business;
- the Affiliate shows no activity nor acquisitions for 90 days;
- the Affiliate fails to log in to its account for a continuous period of twelve (12) months. The participation in the Affiliate Program shall be deemed inactive. In such an event, this Agreement will automatically terminate without further notice, and the Affiliate's account will be permanently closed. Upon termination due to inactivity, the Affiliate shall forfeit any and all accrued or unpaid commissions, and no earnings or payments shall be due or payable to the Affiliate;
- the Affiliate, in Rove's opinion, is in breach of the terms of any applicable advertising code of practice and any voluntary codes Rove has agreed to abide by;
- fails to change the web address of the Internet Site on Rove's request in accordance with clause 5.
12.3. Clause 12.2 will apply if any event occurs, or proceeding is taken, with respect to the Affiliate in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in those clauses.
12.4. Except as set out in clause 12.6 below, termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.
12.5. On termination of this Agreement all licenses granted to the Affiliate pursuant to this Agreement will immediately terminate.
12.6. If Rove terminates this Agreement under clause 12.2 or you terminate this Agreement under clause 12.1 (except when you do so following a material variation to the terms of the Agreement as provided herein) you will not be entitled to receive any further payments pursuant to clauses 6 following such termination.
12.7. Clause 9 together with any other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement will survive termination of this Agreement for whatever reason.
12.8. You will not assign, novate, declare a trust of or otherwise dispose of this Agreement, or any part thereof, without the prior written approval of Rove.
12.9. Rove may assign, transfer or sub-contract any of its rights and obligations under this Agreement at any time without giving notice to you.
AML Clause for the Affiliates and Sub-Affiliates
13.1. Rove Obligations
Rove shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the Anti-Money Laundering and Counter Financing of Terrorism legal requirements and for managing our business relationship.
13.2. Valid Traffic and Good Faith
The Affiliate and Sub-Affiliate must abide by the full legal and regulatory obligations with respect to the particular jurisdictions that the new end-user originates from, as informed by the Tracking Code via your websites. Customers originating from Sanctioned and/or Restricted Countries under the EU, FATF, UN, OFAC Sanctions Lists, have to be excluded from being introduced in the said Customer base and therefore to be excluded also from Rove Affiliate Program as shown below:
Afghanistan, Belarus, Bosnia and Herzegovina, Burundi, Central African Republic, China, Democratic People's Republic of Korea (DPRK — North Korea), Democratic Republic of the Congo, Guatemala, Guinea-Bissau, Guinea, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Moldova, Montenegro, Myanmar (Burma), Nicaragua, Niger, Russia, Serbia, Somalia, South Sudan, Sudan, Syria, Tunisia, Turkey, Ukraine, United States (non-acceptance of customers from United States due to extra-territorial restrictions), Venezuela, Yemen, Zimbabwe.
13.3. The Affiliate and Sub-Affiliate will not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred to by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.
13.4. You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.
Representations & Warranties of the Affiliate and Sub-Affiliate
14.1. Throughout the term of the Agreement, the Affiliate and Sub-Affiliate agree to:
- ensure not to involve in or does not intend to be involved in any act or traffic that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering, funding of terrorism activities and other fraudulent activities;
- comply with all provisions of this agreement, as well as all applicable laws and regulations in force from time to time in the performance of its obligations and the provision of the Affiliate Services, Promotions and Inducements and of the rules issued by the relevant competent gaming authorities and any other rules, directives, guidelines, instructions communicated by either of the competent authorities or the Company, as well as with all Data Protection Legislation;
- be subject to due diligence completion, PEP/sanctions checks and any KYC checks which may also be conducted and requested by Rove to the Affiliate and Sub-Affiliate.
Responsibilities & Obligations of the Affiliate and Sub-Affiliate
15.1. Throughout the term of the Agreement, the Affiliate and Sub-Affiliate agree to:
- immediately and without delay notify Rove upon suspicion that any New Customer referred by the Affiliate to the Company websites is a bonus abuser, money launderer or fraudster or an abuser of remote gambling websites;
- not target any person who is under the legal age for gambling, and shall ensure all necessary steps are taken to prevent materials being available to persons under the legal age for gambling; without limitation, you will not provide materials relating to gambling which are meant to or will appeal particularly to children or young people;
- not target any jurisdiction where gambling and/or the promotion thereof is unlawful and/or illegal, as may be updated from time to time by the competent authorities;
- ensure that you and all of your employees and partners undertake Anti-Money Laundering and Responsible Gambling training related to the EU/MGA standards covering the objectives of its AML training and awareness standards as laid out in the relevant regulatory Acts and Guidelines of the said jurisdictions, at least once per annum (annually) and provide such evidence of attendance in case it is required by Rove Affiliate Program;
- ensure that none of its directors, officers or employees is an individual that is controlled by an individual or entity that is: (A) the target of Sanctions or Terrorism or (B) located, organised or being a resident in a country or territory that is, or whose government is, the target of Sanctions or Terrorism;
- ensure that you or your employees or partners, during and after the term of this Agreement, will not make, directly or indirectly, any statements about us, any Group Company, or any of our respective business interests — including the Affiliate Program, the Promoted Sites, or the Operator — that are disparaging, negative, uncomplimentary, derogatory, or defamatory.
Marketing & Advertising Guidelines for Affiliates
16.1. These guidelines are complementary to the Terms and Conditions you agreed to when signing up as an affiliate and further define what you need to take into consideration when marketing on behalf of any Rove Brand.
16.2. Any breach to these guidelines will be considered a breach to our terms and conditions.
16.3. In summary, the guidelines below will cover the key areas of regulation and ethical practices, to make sure you have the support and guidance you need to be compliant.
Responsible Gaming and Protection of Minors and Vulnerable Groups
- Marketing should not contain images or games which are likely to appeal to minors.
- Marketing can never target minors, have particular appeal to children and/or other vulnerable persons associated with youth culture and/or other vulnerable persons. No logos and/or branding can ever be seen on material likely to come into contact with, or have particular appeal to these persons.
- Any form of advertisement or promotion shall be socially responsible and the use of popular characters and personalities which are predominantly attractive to minors and vulnerable persons shall be prohibited.
- It is forbidden to place popular comic book characters or other images of children's toys in advertisements. This shall include characters like Bob the Builder, Dora the Explorer and Tinkerbell.
- Cartoon animals, fairy tales, and colourful, exaggerated graphics, names that contain a mixture of specific characters familiar to children, should also be avoided.
- Be very careful when posting any commercial message so as not to promote a false impression of increased attractiveness.
- Marketing can never feature minors, any person under the age of 18, or who looks under the age of 18.
- If displaying an amount spent on a game, or required to be spent in a promotion, it should not exceed the average / or expected average game play and/or spend of a customer.
Marketing Should Not
- target vulnerable groups or other at-risk individuals;
- encourage players to chase their losses, or suggest the odds are in their favour;
- feature or encourage antisocial or criminal behaviour;
- use language or imagery connected to gambling addiction, such as mentions of negative emotions — guilt, aggression, frustration or sadness;
- make reference to instantly available consumer credit services, or any other ways of providing credit to players. Offering credits to players is strictly prohibited;
- make use of a sense of urgency when encouraging users to play, or imply there is an emergency to gamble;
- directly or indirectly link gambling to sexual success or enhanced attractiveness;
- feature themes that directly or indirectly link gambling to toughness, resilience or recklessness;
- provide an impression that gambling can increase personal or professional qualities, such as improving self-image or create success, admiration and/or recognition;
- suggest that gambling in any way could provide an escape from personal, educational or professional problems, and/or in any way be a solution to problems;
- contain material which could be perceived to condone gambling at work, or gambling at odd hours, such as in the middle of the night;
- promote solitary gambling over social gambling, or suggest that gambling should take priority in life, over friends, family, work etc.;
- contain messages which may disparage the value of effort, work or study, as compared to gaming;
- give the impression that gambling can be a source of income, a solution to financial problems, a form of financial investment, or a way to repay debts;
- seek to exploit cultural beliefs or traditions about gambling or luck;
- claim that a product or an offer will only be available for a very limited time in order to elicit an immediate decision;
- tarnish the goodwill, the image or reputation of Rove, any regulatory body or any other gaming competitor.
Chances of Winning
- The marketing of gambling (games of chance), should not provide an impression that an outcome can be influenced by skill, knowledge, intelligence involved, or a particular technique, which, therefore, may lead to erroneous perceptions of risk or control.
- Marketing should not provide the impression that winnings are guaranteed, or that it is easy to win.
- The marketing of gambling has to provide a balanced and realistic impression of the chances of winning and should not downplay the risks attached to gambling.
- Any marketing featuring a large win by one of The Company's customers, or any customer within a jackpot network, should be factual and include a date for when it occurred.
Statements and themes that will not be tolerated, include, but are not restricted to the below examples:
| Themes to avoid | Examples |
|---|---|
| Phrases and themes that could link gambling to recklessness or language classically associated with increasing risks of developing gambling problems | "highs and lows", "risk it all", "go big or go home!" |
| Messages describing deposits and withdrawals as too "quick and easy" | "withdrawals within 5 minutes", "superfast deposits / withdrawals" |
| Urgent prompting messages in content/CTAs, or in any way suggesting that time is running out | "Play Now", "Start playing now", "Play immediately", "Try your luck", "Urgent!", "Hurry", "Test your luck in our Casino" |
| Misleading statements regarding the chances of winning, or misrepresenting the element of skill in relation to games of chance | "Can't lose", "Get Rich", "Win Big", "Your lucky day", "Guaranteed winnings", "Road to success", "Top 10 strategies to win in the casino", "risk free", "The trick to win" |
| Statements aimed at rushing the customer into a decision, or considered to be an aggressive promotion technique | "You have won x amount of bonus", "Only available today!", "Get rich today" |
| Child appealing themes, imagery or any other references to child appealing games | "Pixies of the Forest", "Fluffy Favourites", "Jack and the Beanstalk", "Candilicious", "Piggy Payout", "Legend of the Fairies", "Farmania" |
| Content that encourages repetitive or frequent participation | "Every day of the week, Monday to Friday!" |
| Statements describing a promotion as free when it requires a payment or comes attached with wagering requirements, or as risk free | "Risk free bet", "No risk", "Safe bet", "Free deposit bonus" |
Fairness & Transparency
- Offers should not be misleading.
- All promotions, including large winnings by any of the customers from our brands must be real and truthful.
- All promotional adverts have to clearly state how to make use of an offer and specify all significant terms.
- You must include a link to the full Terms and Conditions near the CTA, easy to see and access; with a maximum of 1 click journey to reach the full Terms and Conditions.
- For any promotional advertisement on behalf of Rove, we will provide you with a set of required information, essential terms and a link to full terms to be displayed in direct connection with the ad. The link to full terms should not be more than one click away. You are not allowed to make changes to this information.
- The term "free spins" must be replaced with "extra spins".
- All regulatory required information (see jurisdiction specific appendices) has to be clearly and visibly displayed in direct connection to an ad.
Adverts must specify
- Eligibility: restrictions on who can participate, country restrictions, conditions to participate, conditions of exclusion;
- Payment: amount / deposit / wager required to participate;
- Duration: time restrictions, expiration of the offer, expiration of bonus;
- Conditions: real or bonus money, wagering requirement, game contribution;
- Restrictions: max bet amount.
Adverts should also contain all additional information such as bonus bet restrictions on certain games, withdrawal limitations and bonus constraints.
This regulatory required information, significant terms and link to full terms (1 click away), has to be prominently displayed in direct connection to an ad, above the fold — it should not be too small, placed vertically, be translucent or in a colour too similar to the background.
Additional Guidelines Specific to Media Channels
As with Direct Marketing, promotion of Rove via Media channels including but not limited to Paid Search (Google, Bing etc.), Facebook, Twitter, YouTube, Instagram, Snapchat, Twitch etc. should not be undertaken without prior written consent from your Affiliate Manager.
Streaming
- Be responsible and respectful when streaming.
- Do not use coercive or pressure tactics to encourage someone to gamble, do not encourage reckless or risk-taking gambling or use peer pressure to encourage someone to gamble more.
- You must prominently show age warnings (18+) and limit the content to an 18+ audience.
- Do not drink alcohol, or use any other type of addictive substance whilst streaming and in the context of gambling.
- When advertising an offer, it should be communicated in speech as well as in writing that terms and conditions apply. The significant terms should be visible in connection to the promotion, and full terms one click away.
- Individuals taking part in the stream have to be above 18.
Social Media
- Paid Social campaigns should make use of age-gating/audience targeting in order not to target minors.
- Ad identification for social media ads. In the event social media posts could be mistaken for anything but, they should be clearly and prominently marked with '#ad'.
- If advertising any promotional offer the post has to include essential terms, a statement that "T&Cs apply", as well as full terms one click away.