The following document sets out the terms and
conditions (the 'Agreement') for participating in the Justin Partners Affiliates
Program (the 'Program').
The Agreement should be read by the individual or entity that may participate
in the Program (the 'Affiliate'). The agreement governs the relationship
between Netzone B.V. and the Affiliate. The Agreement applies for the duration
of the relationship between Netzone B.V. and the Affiliate. The Agreement
applies to all aspects of the Program, including, but not limited to, the
application process and the possible membership that follows and the
Affiliate's actions in promoting the justinbet.com site and the creation of
hyperlinks from the Affiliate's website(s) to justinbet.com (the 'Links').
Justinpartners may alter any or all parts of the Agreement at any time (even
without prior notice to the contracting party). If applicable, notice will be given
by message to the affiliate's registered email address and will be deemed to be
served immediately when sent by Justinpartners. If the Affiliate does not agree
to the changes the Affiliate should terminate the Agreement in accordance with
its terms. The Affiliate's continued participation in the Program after Justinpartners
have posted changes will constitute binding acceptance of such changes.
Please read the Agreement carefully before joining.
1. Definitions and interpretations
'Affiliate' means any natural and legal persons who, after having entered into
the Agreement, makes space on their homepage, website(s), other media platform
or e-mail, etc. ('Affiliate Site' or 'Advertising Space') available to Justinbet
for the marketing of the Business and/or Services and acquisition of New
'Bonuses' means any so-called 'freemoney', 'free bets',
'free-games','money-back', 'top-ups' and/or similar; and/or vouchers, rebates,
discountsand/or similar that the New Depositor can utilise as payment for
'Brand' means the name, concept or identity under which the Services or
Business is generally, and from time to time, recognized in the public domain
worldwide. The Brand is and remains the sole property of Justinpartners.
'Business' means the Justinbet's business consisting of Fixed Odds Betting, the
Other Betting and Gaming Activities and New Activities.
'Confidential Information' means any information of a commercial value,
essential for any of the Parties, such as, but not limited to: technology,
market and business information, financial reports, know-how, trade secrets,
products, processes, business strategies, information concerning research,
databases, New Depositor lists, prospect and New Depositor data, supplier
lists, marketing plans, product development, manner of operation or financial
condition or prospects.
'Commission' means the compensation due to the Affiliate based on the agreed
percentage of Net Profit generated by the New Depositor at Site.'
'Database' means the database regarding Affiliates and New Depositors,
containing any Justinbet proprietary New Depositor data with relevance to the
Agreement, including without limitation personal data and contact information,
and excluding all other Justinbet databases, as it stands as of the date of the
Agreement, and as it stands until the date of the Agreement being terminated.
The Databases are assets of a financial value belonging to Justinbet and
represent a substantial investment made by Justinbet.
'Intellectual Property Rights' means any rights in computer software (including
source codes), rights in data bases, rights in know-how, design rights,
topography rights, copyrights, trademarks, domain names, utility models,
brands, business names, registrations of and applications to register any of
the aforesaid items and/or rights in the nature of any of the aforesaid items.
'Payment Agent' means the person appointed by Justinbet to carry out on its
behalf and name payments to the Affiliates;
'Personal data' means any information relating to any person, whether
individual or legal that is or may be identified from time to time (directly or
indirectly). It includes without limitation any and all information in relation
to New Depositors and/or Affiliates.
'New Activities' means any services or products related to the Business which
are not offered through Justinbet websites as of the date of the Agreement and
which will be offered through Site following the date hereof, such as the
provision of Casino game play.
'New Depositor' means a new customer having made, in compliance with the from
time to time existing Justinbet terms and conditions ('the Rules'), a first
minimum deposit with the Site, or the equivalent amount in any other by Justinbet
accepted currency, or more, and which deposit is utilized for bona fide
transactions with an ultimate aim to establish and enter a normal commercial
relationship with Justinbet within the framework of the Business.
'Net Profit' means the total sum of the following three (3) components:
(i) on sports book activities, all gross monies received by us in respect of
all settled bets made by New Depositors after deducting; (i) monies paid out to
New Depositors as winnings; (ii) monies paid in the form of betting duties or
taxes (or reasonable provisions in respect thereof) (iii) bad debts; (iv)
fraud; (v) returned stakes; (vi) transactions which are reversed by instruction
from the card-holder's bank (commonly referred to as charge-backs); and (vii)
voids and bet/deposit bonuses.
(ii) on New Activities, the gross monies received by us in respect, less prize
monies (winning) paid out in connection with New Activities, (i)licensing fees,
(ii) charge-backs, (iv) bad debts and(v) fraud, (vi) cash back or on casino
activities, the value of opening balance with the addition of funds transferred
in less (i) funds transferred out (ii) closing balance (iii) credits made to
users (iv) licensing fees (v) charge-backs (vi) bad debts and (vii) fraud.
(iii) Less arm's length commission, license fees and/or similar paid out to
Third Parties due to profit sharing arrangement, including but not only fees
for the Technical platform, affiliates prizes and other similar cost.
For the avoidance of doubt, any amounts referred to herein-above in this
definition are amounts attributable to a New Depositor only and are allocated
pro rata subject to their participation in the revenue/costs generating events
and the Affiliate concerned.
'Services' means the concept under which the Business is generally provided
and, from time to time, made available in the public domain, in the format of
language and localized customized home pages combined with call center staff
having the relevant language skills.
2. General scope and object
a) Justinbet requires third party advertising space to promote its Brands and
increase its Business, notably via increasing the number of New Depositors, and
from time to time will, in cooperation with third parties, negotiate, sign and
carry out its affiliate marketing strategy. In the event Justinbet uses a third
party for the (partial) roll-out of its affiliate marketing strategy, including
contract negotiation, day-to-day management of the Technical platform, payment
processing, marketing or other activities, this irrespective of the legal capacity
of the intermediary, whether as agent, subcontractor or other, Justinbet is and
remains exclusively responsible for the proper execution of the Agreement.
b) Justinbet expressly states that the promoting or soliciting of bets is
subject to legal restrictions in some countries and may even be prohibited in
some cases. These restrictions may vary by date. The Affiliate acknowledges
that should the promoting or soliciting of bets or the participation in prize
games be prohibited under the rules and regulations of its country of domicile
or be permissible only under certain preconditions not met, it may not enter
into this agreement and consequently not be entitled to post the link on its
website. Should any disadvantages whatsoever arise for Justinbet or the
Affiliate due to disregard of the relevant prohibitions in the country of
domicile of the Affiliate, the Affiliate shall be exclusively liable.
c) The Affiliate further confirms that it operates the Affiliate Site under its
own name and that it is fully and without restrictions authorized to dispose
d) Unless otherwise agreed in writing by the Parties, each Party shall remain
exclusively responsible for all and any expenses(including investment and/or
running costs) incurred in respect of the obligations it undertakes in terms of
the Agreement and will have no right of recourse against the other Party in
3. The Affiliate's integration in the Program
a) Upon conclusion of the Agreement, a unique partner identification code is
assigned to integrate the Affiliate in the Technical Platform. By means of the
link code assigned within the scope of the Justinbet Affiliate strategy, New
Depositors acquired via the link on the Affiliate's website and the bets placed
during such sessions are registered and/or can be further tracked.
b) The preparation of additional advertising material relating to Justinbet is
only permissible with Justinbet 's consent. Advertising material (of any kind
whatsoever) may thus only be used after prior written approval by Justinbet.
c) A change of the URL address of the Affiliate Site shall not constitute a
change to the agreement and shall not affect its rights and obligations arising
from this agreement.
4. The Links
a) The Affiliate agrees to give Justinbet the Affiliate's reasonable assistance
in respect of the display, access to, transmission and maintenance of the
b) The Affiliate shall ensure that the Affiliate does not place any Links on
pages of the Affiliate Site aimed at persons under the age of 18 years.
c) In the event that the Affiliate wishes to place the Links on websites other
than the Affiliate Site, the Affiliate must first obtain Justinbet 's written
d) The Affiliate 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 Justinbet 's trademarks or otherwise include the word ' Justinbet ', ' Justinbet
Sports', ' Justinbet Sportsbook',' Justinbet Casino', ' Justinbet Poker', ' Justinbet
Affiliates' or variations thereof, or include met a tags on the Affiliate Site
which are identical or similar to any of Justinbet 's trademarks.
e) Neither the Affiliate nor the Affiliate's friends or relatives are eligible
to become New Depositors (as defined below) and the Affiliate shall not be entitled
to any share of Net Profit or any Fees (or any other remuneration from Justinbet)
in relation to such relatives or friends. Relatives in this context shall
include (without limitation) the Affiliate's spouse, partner, parent, child or
f) The Affiliate shall indemnify on demand and hold harmless Justinbet 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 Justinbet in consequence of any breach by the Affiliate of
g) The Affiliate shall not:
i. directly or indirectly offer any person or entity any consideration or
incentive(including, without limitation, payment of money or other benefit) for
using the Links on the Affiliate Site to access the Site (e.g. by implementing
any 'rewards' program for persons or entities who use the Links on the
Affiliate Site to access Site);
ii. read, intercept, record, redirect, interpret, or fill in the contents of
any electronic form or other materials submitted to Justinbet by any person or
iii. in any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of the Site;
iv. engage in transactions of any kind on the Site on behalf of any third
party, or authorize, assist, or encourage any other person or entity to do so;
v. take any action that could reasonably cause any end user confusion as to Justinbet
's relationship with the Affiliate, or as to the site on which any functions or
transactions are occurring;
vi. Other than providing the Links on the Affiliate Site in accordance with the
Agreement and any promotion contemplated by Clause4 (j), post or serve any
advertisements or promotional content promoting Site;
vii. post or serve any advertisements or promotional content promoting the Site
or otherwise around or in conjunction with the display of the Site (e.g.,
through any 'framing' technique or technology or pop-up windows or pop-under
windows), or assist, authorize or encourage any third party to take any such
viii. Attempt to artificially increase monies payable to the Affiliate by Justinbet;
ix. cause the Site (or any page thereof) to open in a visitor's browser other
than as a result of the visitor clicking on a Link on the Affiliate Site; or
x. attempt to intercept or redirect (including, without limitation, via
user-installed software) traffic from or on any website that participates in
xi. Use any form of spam (including search engine spamming) or unsolicited mail
in its attempts to refer New Depositors to the Site.
xii. Be under eighteen (18) years of age; and he/she is obliged to provide Justinbet
upon simple request at any time a copy of his/her ID and billing address if
needed. Justinbet reserves the right at any time to request that the Affiliate
or player produce documents to verify his/her identity and/or other facts.
Refusal to do so may be considered, at Justinbet 's sole discretion, as
fraudulent activity that will be subject to all the consequences listed above.
xiii. Justinbet determines, in its sole discretion, which the Affiliate has
engaged in any of the foregoing activities or doubtful patterns, and the list
above is not limitative. As a result Justinbet may without limiting any other
rights or remedies available to it, (a) withhold any monies otherwise payable
to the Affiliate, in particular adjust the commission earned on the offending
player in the affiliate account to 0%, sever the relationship between the
affiliate and the player account and/or (b) close the player and/or affiliate
account and/or immediately terminate the Agreement.
h) If the Affiliate contacts any of the Affiliate's users to promote the Site
or the Links, the Affiliate shall make clear in the body of any such
communication that such communication is made without the knowledge or
involvement of Justinbet and that any complaint that the relevant user may wish
to make should be addressed to the Affiliate and not Justinbet.
i) The Affiliate shall at all times comply with the reasonable data protection
standards and any other related or similar legislation.
j) In any event, the Affiliate shall inform users of the Affiliate Site
technology will be installed on the User 'shard drive when a User clicks on the
5. Justinbet's Obligations and rights
a) Justinbet shall supply the Affiliate with the Links for inclusion on the
Affiliate Site and may update such Links from time to time.
b) Subject to the Affiliate complying with Justinbet's instructions with regard
to tracking of New Depositors accessing the Site via the Links on the Affiliate
Site, Justinbet shall use reasonable endeavors to ensure that whenever a New
Depositor links to the Site through the Links on the Affiliate Site and they
subsequently place a bet with Justinbet, the relevant New Depositor is
identified as originating from the Affiliate Site. However, Justinbet shall not
be liable to the Affiliate in any way if Justinbet is unable to identify a New
Depositor as originating from the Affiliate Site.
c) Justinbet shall be entitled to exercise any of its rights or fulfill any of
its obligations hereunder (including without limitation its payment obligations
pursuant to clause 6) through any company within the group of companies
d) Justinbet shall have the discretionary right to accept or decline any offer
to execute the Justinbet General Affiliate Marketing Agreement. In the event Justinbet
declines an offer, it shall not be obliged to indicate a reason, nor shall any
compensation, remuneration or other indemnity be due.
e) We reserve the right to update and change the Terms and Conditions from time
to time without notice. Any amendments, modifications, enhancements or changes
to The Program (including the release of new features and resources made
available by us from time to time) shall be subject to these Terms and
Conditions. Continued use of The Program after any such changes shall
constitute your consent to such changes.
f) The COMPANY reserves the right, without liability to you, to reject your
application without reference to you or assigning any reason thereto.
g) If we suspect the Terms and Conditions have been breached, or the occurrence
of fraudulent traffic, payment requests may be held over for investigation and
your account may be frozen until we can validate that there has been no breach
of the Terms and Conditions.
h) We track and report all player activity for the purposes of calculating your
i) ) No payment shall be due if the Company has reason to believe that traffic
generated by the Affiliate is illegal or is in breach of any of the provisions
of the Agreement between the Affiliate and the Company.
j) Applicants must provide at least 5 active players to become a qualified
affiliate and to have the right to request a withdrawal. Any earnings accrued
during this time will remain in the affiliate’s account until this rule has
6. Commission, Payment and Payment Terms
a) The Affiliate in the Program shall be entitled to receive, on a monthly
basis a revenue based on a percentage (to be agreed upon between the parties)
of the Net Profit ('Commission').
b) The Affiliate shall be entitled to receive the Commission for each New
Depositor for a lifetime value from the date of the first deposit made by the
New Depositors, except in the event of a termination of the Agreement.
c) Justinbet shall provide the Affiliate with statements accessible through the
Technical Platform at www.Justinbet.com detailing the number of New Depositors
and the Affiliate's share of Net Profit, if any, which have accrued to the
Affiliate over the course of the calendar month. Such statements shall in
principle be updated daily. At the end of a calendar month, Justinbet shall
record the Affiliate's total share of Net Profits, if any, during the previous
calendar month ('Commission'). If the Affiliate has chosen to be paid by any
other means other than to a Justinbet Player Account (such as Skrill, Neteller
or National or International WireTransfer) and if a Revenue Share does not
exceed 50 EUR/100 TL or similar, Justinbet shall be entitled to withhold and
carry forward such sum until the end of the first calendar month in which the
Revenue Share (including such carried forward sum) exceeds 50 EUR/100TL or
d) It is understood and agreed that Affiliate has at any time secured real time
access to the Technical Platform, always provided that Justinbet does not
object such access for duly motivated reasons, such as network and IT
maintenance and/or security threats. Affiliate understand sand accepts that the
real time data of the Technical Platform are merely estimations and/or have an
indicative value. After the end of each calendar month, shall Justinbet provide
Affiliate with a consolidated monthly statement containing the aggregated and
accurate data concerning the generated Net Profits and the commissions of each
e) Affiliate understands and accepts that access to the Justinbet Affiliates
Technical Platform, including without limitation the Affiliate Software back-office
module, is subject to the highest confidentiality obligation and any misuse,
whether intentionally or not, of said limited access right shall be considered
as a substantial breach of essential obligations under the present
Agreement(obligation of result).
f) All payments to Affiliate shall be made by a Payment Agent appointed by Justinbet.
Both Parties agree and acknowledge that Justinbet may change from time to time,
and at its sole discretion, the payment method and/or Payment Agent, always provided
Justinbet is and remains exclusively responsible for payment of any amounts
g) All payments required to be made under the Agreement shall be made in EUR or
TL, depending on the selected payment method by the affiliate. The applicable
exchange rate, if any, shall be the ones from time to time used by Justinbet
for internal Group reconciliation purposes, as for currently reported by
OANDA(http://www.oanda.com) a registered Futures Commission Merchant (FCM) with
the Commodity Futures Trading Commission (CFTC) and a member of the National
Futures Association. For the avoidance of doubt, all payments shall be made
inclusive of VAT, if applicable and the Affiliate is individually responsible
for withholding tax, VAT and social fees.
h) Invoices and payment are processed automatically through the Justinbet
technical platform. Payments shall be made by the end of each month.
i) In the calculation of Net Profit, when a New Depositor account results in a
negative balance for the Affiliate, due to New Depositor winnings and/or
bonuses, the said balance will be set to zero at the beginning of each month.
No negative carry over will be taken into account from one month to another in
the calculation of the Commission due to the Affiliate.
7. Intellectual Property
a) Nothing in the Agreement shall constitute any license, assignment, transfer
or any other right to any Intellectual Property Rights, including, without
limitation, patents, trademarks, service marks, registered designs, copyrights,
database rights, rights in designs, inventions and Confidential Information, etc.
which arise in result of entering into or the performance of the Agreement.
b) All Intellectual Property Rights created and/or deriving out of the
Agreement, including, without limitation, banners, advertising material,
contents, the Database, including contents and personal data, shall be or
become the sole property of Justinbet, and Affiliate shall have absolutely no
c) Justinbet grants the Affiliate a non-exclusive and worldwide right to
display the Justinbet Brand features and related content (the 'Justinbet
Content') during the Term solely for the purposes of the display of the Links
by the Affiliate on the Affiliate Site as set out in the Agreement and in
accordance with Justinbet guidelines as may be provided to the Affiliate from
time to time. All intellectual property rights and any goodwill arising in the
Links and in all betting products, associated systems and software relating to
the services provided by Justinbet to its New Depositors from time to time
shall remain the property of Justinbet. The Affiliate is not permitted to use
the Justinbet Content in any way that is detrimental to Justinbet or the
reputation or goodwill of Justinbet. The Affiliate is not permitted to alter or
modify in any way the Justinbet Content without the express prior written
consent of Justinbet.
d) In particular, unless prior written approval, the Affiliate may not purchase
or register domains names which are identical or similar to any of Justinbet's
trademarks or otherwise include the word 'Justinbet','Justinbet Sports', 'Justinbet
Sportsbook', 'Justinbet Poker', 'Justinbet Casino', 'Justinbet Affiliates' or
variations which are identical or confusingly similar to any of Justinbet's
e) The Parties agree that the right mentioned in Clause 7 (c) is
non-transferable and terminable at any time at the instance of Justinbet.
f) The Affiliate agrees that the Affiliate Site shall not resemble in any way
the appearance and/or the general impression of the Site, nor will the
Affiliate create the impression that the Affiliate Site is the Site (or any
g) Upon termination of the Agreement, each Party shall hand over to the other
Party proprietary material or information, and, as the case may be, destroy in
a secure manner remaining copies of the same. Notwithstanding any disposition
to the contrary in the Agreement, Affiliate acknowledges that after termination
of the Agreement, it will not be allowed to keep a copy of the Justinbet
Content, the Databases, personal data or Confidential Information, and may not
exploit, directly or indirectly, Justinbet proprietary information, materials
a) Each party to the Agreement represents and warrants to the other that it
has, and will retain throughout the Term all right, title and authority to
enter into the Agreement, to grant to the other party the rights and licenses
granted in the Agreement and to perform all of its obligations under the
b) Each party to the Agreement represents, warrants and undertakes to the other
that it has obtained and will maintain in force all necessary registrations,
authorizations, consents and licenses to enable it to fulfill its obligations
under the Agreement and that it fully complies with, and shall continue fully to
comply with, the preconditions set out in Clause 3and all applicable laws and
c) The Affiliate represents, warrants and undertakes that the Affiliate Site
shall contain no material which is defamatory, pornographic, unlawful, harmful,
threatening, defamatory, obscene, harassing, or racially, ethnically, or
otherwise objectionable or discriminatory, violent, politically sensitive or
otherwise controversial or in breach of any third-party rights and shall not
link to any such material.
d) The Affiliate warrants that it shall at all times comply with any local and
international data protection standards any other related legislation and the
Affiliate shall indemnify on demand and hold harmless Justinbet 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 Justinbet as a result of any breach by the Affiliate
of this warranty.
e) Justinbett is associated with companies working for the prevention of
gambling addiction (Gam care). The Affiliate should provide all the information
to fight the dependence on game. The Affiliate should place links directed to
the aforementioned sites.
f) The Affiliate agrees to work to ensure a lack of access to children and
young persons. Affiliates must not deliberately provide facilities for gambling
in such a way as to appeal particularly to children or young people, for
example by reflecting or being associated with youth culture.
Justinbet makes no representation that the operation of the Site will be
uninterrupted or error-free and Justinbet will not be liable for the
consequences of any interruptions or errors.
The Affiliate (the 'Indemnifying Party') shall indemnify on demand and hold
blameless Justinbet and each of its associates, officers, directors, employees,
agents, shareholders and partners(the 'Indemnified Party') from and against any
and all losses, demands, claims, damages, costs, expenses (including without
limitation 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 the Indemnified Party in consequence of any breach,
nonperformance or non-observance by such Indemnifying Party of any of the
obligations or warranties on the part of the Indemnifying Party contained in
11. Exclusion of Liability
a) Nothing in this Clause shall limit Justinbet's liability resulting from
b) Justinbet shall not be liable, in contract, tort (including without
limitation negligence) or for breach of statutory duty or in any other way for:
i. any economic losses (including, without limitation, loss of revenues,
profits, contracts, business or anticipated savings); or
ii. any loss of goodwill or reputation; or
iii. any indirect or consequential losses in any case, whether or not such
losses were within the contemplation of the parties at the date of the
Agreement, or any other matter under the Agreement.
c) The liability of Justinbet shall not, in any event, exceed the sum of the
total monies paid by Justinbet to the Affiliate over the12 months period
preceding the date on which such liability accrued.
12. Term and Events of Default
a) This Agreement shall start on the date that Justinbet notifies the Affiliate
that its application has been successful in accordance with Clause 4. This
Agreement shall continue thereafter unless and until terminated in accordance
with Clauses 13 (b), (c) and (e)
b) Notwithstanding Clause 12 (a), Justinbet may bring the Term to an end with
immediate effect by written notice to the Affiliate if:
i. the Affiliate commits a breach of its material obligations under the
Agreement and in the case of a remediable breach, fails to remedy it within 30
days of the date of receipt of notice from the other;
ii. the Affiliate becomes insolvent or unable to pay its debts, proposes a
voluntary arrangement, has a receiver, liquidator, administrator or manager
appointed over the whole or any part of its business or assets or if any
application shall be presented, order shall be made or resolution passed for
its winding up (except for the purposes of a bona fid amalgamation or
reconstruction), bankruptcy or dissolution or if it shall otherwise propose or
enter into any composition or arrangement with its creditors or any class of
them, or it ceases to carry on business or if it claims the benefit of any
iii. the Affiliate sells its business, or any part herein, and/or registers any
change of beneficial owner.
c) Notwithstanding Clauses 12 (a) and (b) Justinbet may unilaterally terminate
the Agreement on delivery of two weeks' prior written notice to the other
party, and without giving any reason therefore.
d) Justinbet shall forthwith give notice in writing to the other party of any
event within clause 12(b) (ii) which occurs during the Term and which would
entitle Justinbet to bring the Term to an end.
e) The parties shall have no further obligations or rights under the Agreement
after the end of the Term, without prejudice to any obligations or rights which
have accrued to either party at the time when the Agreement ends save that
clauses 1, 2, 8, 9, 11, 12, 13(e), and 14, together with those other clauses
the survival of which is necessary for the interpretation or enforcement of the
Agreement, shall continue to have effect after the end of the Term.
a) This Agreement constitutes the entire Agreement and understanding of the
parties and supersedes any previous agreement between the parties relating to
the subject matter of the Agreement. Each of the parties acknowledges and
agrees that in entering into the Agreement, and the documents referred to in
it, it does not rely on, and shall have no remedy in respect of, any statement,
representation, warranty, understanding, promise or assurance (whether
negligently or innocently made) of any person (whether party to the Agreement
or not) other than as expressly set out in the Agreement. Nothing in this clause
shall operate to limit or exclude any liability for fraud.
b) In no event will any delay, failure or omission (in whole or in part) in
enforcing, exercising or pursuing any right, power, privilege, claim or remedy
conferred by or arising under the Agreement or bylaw, be deemed to be or
construed as a waiver of that or any other right, power, privilege, claim or
remedy in respect of the circumstances in question, or operate so as to bar the
enforcement of that, or any other right, power, privilege, claim or remedy, in
any other instance at any time or times subsequently.
c) The Affiliate shall not without the prior written consent of the other party
assign at law or in equity (including without limitation by way of a charge or
declaration of trust), sub-license or deal with the Agreement or any rights
under the Agreement, or sub-contract any or all of its obligations under it or
purport to do any of the same. Any purported assignment in breach of this
clause shall confer no rights on the purported assignee.
d) If any provision of the Agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the other provisions of
the Agreement which shall remain in full force and effect.
e) Any notice given or made under the Agreement to Justinbet shall be by email
to and marked for the attention of Affiliates Manager (or as otherwise notified
by Justinbet hereunder). Justinbet shall send the Affiliate any notices given
or made under the Agreement to the email address supplied on the Affiliate's
application form or such other email address as notified by the Affiliate to Justinbet.
f) Each party undertakes that it will not at any time hereafter use, divulge or
communicate to any person, except to its professional representatives or
advisers or as may be required by law or any legal or regulatory authority, any
confidential information concerning the business or affairs of the other party
or of any member of the group of companies to which the other party belongs
which may have or may in future come to its knowledge and each of the parties
shall use its reasonable endeavors to prevent the publication or disclosure of
any confidential information concerning such matters.
g) Nothing in the Agreement is intended to or shall operate to create a
partnership between the parties, or to authorize either party to act as agent
for the other, and neither party shall have authority to act in the name or on
behalf of or otherwise to bind the other in any way (including but not limited
to the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).
h) Neither party shall make any announcement relating to the Agreement or its
subject matter without the prior written approval of the other party except as
required by law or by any legal or regulatory authority.
Should one of the contractual provisions be or become ineffective, said
ineffective provision will be replaced by one which shall come as close as
possible to the commercial purpose of the void agreement. All other
stipulations of the Agreement shall continue in full force and effect.
This may be executed in any number of counterparts, each of which when executed
and delivered shall be an original, however, all counterparts together shall
constitute one and the same instrument.