MARKETING PARTNER TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN SPORTS INFORMATION GROUP, LLC (“SIG” OR “WE”) AND YOU AS A MARKETING PARTNER OF SIG (“MARKETING PARTNER” OR “YOU”). EACH OF SIG AND MARKETING PARTNER IS A “PARTY” AND COLLECTIVELY THE “PARTIES.” THESE MARKETING PARTNER TERMS AND CONDITIONS, TOGETHER WITH ALL ORDERS, ADDITIONAL TERMS AND CONDITIONS, AND SIG RULES AND POLICIES REFERRED TO HEREIN, CONSTITUTE THE “AGREEMENT” BETWEEN MARKETING PARTNER AND SIG REGARDING THE PARTIES’ MARKETING AND PROMOTION RELATIONSHIP IN CONNECTION WITH SIG’S SERVICES DESCRIBED BELOW. THE INDIVIDUAL THAT ACCEPTS THIS AGREEMENT REPRESENTS THAT THE INDIVIDUAL IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON MARKETING PARTNER’S BEHALF AND TO BIND MARKETING PARTNER TO THIS AGREEMENT.
- Orders and Scope. The Parties intend under this Agreement to enter into one or more orders (each, an “Order”) under which Marketing Partner will market and promote the SIG Service(s) offered at the SIG Site(s) on the Marketing Partner Site(s) throughout the Term for the Compensation, all as provided in and subject to the additional terms and conditions of each applicable Order (“Promotions”).
- Conduct of Promotions.
- (a) Generally. Marketing Partner shall ensure, in good faith, that marketing efforts accurately depict the SIG Service(s) and shall promptly correct any inaccuracies when notice is provided by SIG. All Promotions are subject to prior written approval from SIG.
- (b) Marketing Partner Links. SIG will provide Marketing Partner with guidelines and graphical artwork to use in linking to SIG Site(s), subject to the terms of Section 3, below. To permit accurate tracking, reporting, and accrual of Compensation, SIG will provide Marketing Partner with special “tagged” link formats to be used in all links between the Marketing Partner Site(s) and the SIG Site(s). Marketing Partner must ensure that each link between the Marketing Partner Site(s) and the SIG Site(s) properly utilizes such formats. Links to the SIG Service(s) placed on the Marketing Partner Site(s) pursuant to this Agreement and which properly utilize such special link formats are referred to as “Marketing Partner Links.” Marketing Partner will earn Compensation only with respect to activity on the SIG Service(s) occurring directly through Marketing Partner Links as provided herein; SIG will not be liable to Marketing Partner with respect to any failure by Marketing Partner to use Marketing Partner Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to Marketing Partner pursuant to this Agreement.
- (c) Marketing Partner Information. Marketing Partner acknowledges that, by participating in the Promotions, SIG may receive information from or about visitors to the Marketing Partner Site(s) or communications between Marketing Partner and those visitors (“Marketing Partner Information”). Marketing Partner’s participation in the Promotions constitutes Marketing Partner’s specific and unconditional consent to, and authorization for, SIG’s access to, receipt, storage, use, and disclosure of Marketing Partner Information as contemplated by this Agreement.
- (d) Monitoring. Marketing Partner shall implement on the Marketing Partner Site(s) a pixel, tag, link, or other technology as designated by SIG for the purpose of monitoring traffic from the Marketing Partner Site(s) to the SIG Site(s). Marketing Partner acknowledges and agrees that SIG may use such technology and crawl or otherwise monitor the Marketing Partner Site(s) for the purpose of ensuring the quality and reliability of Marketing Partner Links on Marketing Partner Site(s) (for example, to detect links that are broken or non-functional, links to items that are unavailable, etc.). Therefore, Marketing Partner agrees that SIG may take such actions and that Marketing Partner will not seek to block or otherwise interfere with such crawling or monitoring (and that SIG may use technical means to overcome any methods used on the Marketing Partner Site(s) to block or interfere with such crawling or monitoring).
- (e) Use of SIG Content. Marketing Partner agrees that Marketing Partner will: (i) use any data, graphics, images, text, or other information obtained by Marketing Partner from SIG or the SIG Sites in connection with this Agreement, including without limitation, the specific artwork and other creative assets to be used by Marketing Partner in connection with the Promotions (collectively, “Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (ii) not modify or alter any Content, other than to resize any Content that consists solely of a graphic image; (iii) not sell, redistribute, sublicense or transfer any Content; (iv) not use any Content in a manner intended to send sales to any site other than the SIG Site(s); and (v) promptly delete any Content that is no longer displayed on the SIG Site(s) or that SIG notifies Marketing Partner is no longer available for Marketing Partner’s use.
- (f) Prohibited Activities. Marketing Partner may not under any circumstance: (i) except as described in this Agreement or if permission is provided by SIG in writing, directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Marketing Partner’s advertisements to access the SIG Service(s) (e.g., by implementing any “rewards” program for persons or entities who use Marketing Partner’s advertisements to access the SIG Service(s)); (ii) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to SIG by any person or entity; (iii) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the SIG Service(s) or the SIG Site(s); (iv) make any orders or subscription requests, or engage in other transactions of any kind with respect to the SIG Service(s) or on the SIG Site(s) 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 customer confusion as to SIG’s relationship with Marketing Partner, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (vi) post or serve any advertisements or promotional content around or in conjunction with the display of the SIG Service(s) or Content (e.g., through any “framing” technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action; (vii) attempt to circumvent monitoring and validation of earned Compensation or artificially increase Compensation due to Marketing Partner; (viii) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the SIG marketing partner program; (ix) work with, in any capacity, a website dedicated to promoting coupon codes, promotional codes, discount codes, bonus codes, or the like, where any such codes relate to SIG or the SIG Site(s) (including promotion of codes distributed to Marketing Partner by SIG); (x) optimize for search results including any individual or combination of the terms: “bonus,” “promo code,” “coupon code,” and any similar terms and their variations (including using the aforementioned terms and variations in URL names, webpage and article titles, backlinks, and meta-descriptions) beyond any optimization currently in place by Marketing Partner as of the Effective Date; (xi) promote the SIG Site(s) by placing Marketing Partner Links on self-help or problem gambling advice websites; (xii) place the Marketing Partner Links on any part of the Marketing Partner Site(s) which may be aimed at individuals who are under 21 years of age, at individuals who have self-excluded or are reviewing information about support for gambling problems or are otherwise ineligible to register for or use the SIG Service(s), provided, however, the foregoing shall not require Marketing Partner to impose geographic restrictions on those parts of the Marketing Partner Site(s) that contain Marketing Partner Links; and (xiii) promote illegal activities, including, but not limited to, illegal offshore gambling websites. If SIG determines, in SIG’s sole discretion, that Marketing Partner has engaged in any of the foregoing activities, SIG may (without limiting any other rights or remedies available to SIG) withhold any Compensation otherwise payable to Marketing Partner under this Agreement, and/or terminate this Agreement without further liability or financial obligation to Marketing Partner.
- Intellectual Property.
- (a) Ownership of SIG Property. Except for the license rights granted to Marketing Partner under this Agreement, as between the Parties, SIG shall retain all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to the SIG Site(s), the SIG Service(s), and any and all related and underlying software and content (including interfaces, interface graphics and information architecture), databases (including data models, structures, non-client or user-specific data and aggregated statistical data contained therein), technology, reports and documentation, including Content provided to Marketing Partner hereunder (together with SIG Marks, “SIG Property”). SIG also shall retain all right, title, and interest in and to all of its and its affiliates names, trademarks, trade names, service marks, logos, symbols, emblems, designs, colors, brands, identifications and designations and the goodwill associated therewith (collectively, “SIG Marks”), and all uses thereof shall inure to the benefit of SIG and its affiliates, and any right that may accrue to Marketing Partner related thereto and any goodwill associated therewith are hereby fully and irrevocably granted and assigned to SIG or its designee. SIG expressly reserves all rights in and to the SIG Property not expressly granted herein. Marketing Partner agrees that it will not challenge the validity of any intellectual property in or related to the SIG Property, or SIG’s title to the same. Marketing Partner shall not use any other trademark, service mark, trade name or the like in combination with the SIG Property without prior written approval of SIG. Marketing Partner shall not incorporate the SIG Marks into Internet addresses or domain names, or directly or indirectly hold itself out as having any relationship to SIG other than as set forth herein. Marketing Partner shall not use or seek to register in its own name anywhere in the world any trademark, service mark, trade name, trade dress, logo, image, or the like that is confusingly similar or substantially similar to the SIG Property, including, but not limited to, foreign translations, transliterations, or phonetic equivalents of the SIG Marks, without the prior written consent of SIG. If Marketing Partner uses the SIG Marks in a publication that also shows or identifies products or services other than the SIG Service(s), including, without limitation, on a website or social media outlet owned or controlled by Marketing Partner, the SIG Marks must be clearly separated from and not associated with such other products or services. The SIG Property is not to be used by Marketing Partner in any way to imply SIG’s endorsement of or affiliation with products or services other than the SIG Service(s). Upon request, Marketing Partner shall promptly provide SIG with a sample of each and every use of the SIG Property. SIG may review such samples for compliance with SIG’s own quality standards established from time to time and with prevailing quality standards in the industry, and Marketing Partner agrees to meet such standards as prescribed by SIG. SIG shall be the sole judge, in its sole discretion, as to whether or not Marketing Partner has met or is meeting the applicable standards. SIG shall advise Marketing Partner of any discrepancies from the applicable standards, and Marketing Partner shall promptly arrange, to the satisfaction of SIG, for correction of each and every discrepancy.
- (b) License to SIG Property. Subject to the terms and conditions of this Agreement, SIG hereby grants to Marketing Partner a non-exclusive, royalty-free, non-sublicensable, revocable, non-transferrable and limited license to use the SIG Marks and certain SIG Property made available by SIG to Marketing Partner hereunder solely for use in Marketing Partner’s performance of delivering the Promotions in accordance with the terms of this Agreement and with SIG’s guidelines provided to the Marketing Partner at or the before the Effective Date and which SIG may update from time to time. Marketing Partner shall use the SIG Property precisely in the form and manner provided or specified by SIG from time to time, including precise use of colors and proportions of elements. SIG may, in its sole and absolute discretion, add, remove, change, or modify SIG Property, and Marketing Partner shall promptly update all uses of such SIG Property to include only the then-current SIG Property.
- (c) Ownership of Marketing Partner Property. Except for the license rights granted to SIG under this Agreement, as between the Parties, Marketing Partner shall retain all right, title and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to Marketing Partner Information and the Marketing Partner Site(s), including its technology, reports, and documentation but excluding any SIG Property displayed or otherwise incorporated in the Marketing Partner Site(s) (together with Marketing Partner Marks, “Marketing Partner Property”). Marketing Partner also shall retain all right, title, and interest in and to all of its names, trademarks, trade names, service marks, logos, symbols, emblems, designs, colors, brands, identifications, and designations to the extent the same do not contain any SIG Property (collectively, “Marketing Partner Marks”), and all uses thereof shall inure to the benefit of Marketing Partner, and any right that may accrue to SIG related thereto and any goodwill associated therewith are hereby granted and assigned to Marketing Partner or its designee. Marketing Partner expressly reserves all rights in and to the Marketing Partner Property not expressly granted herein.
- (d) License to Marketing Partner Property. Subject to the terms and conditions of this Agreement, Marketing Partner hereby grants to SIG a non-exclusive, royalty-free, non-sublicensable, limited license to use the Marketing Partner Marks and other Marketing Partner Property (excluding the Marketing Partner Information), made available by Marketing Partner hereunder solely for use in connection with SIG’s performance of its obligations under this Agreement, exercise of its rights hereunder, or as otherwise specified in this Agreement. Marketing Partner hereby grants to SIG a non-exclusive, royalty-free, non-sublicensable, perpetual and irrevocable license to use the Marketing Partner Information for SIG’s internal business purposes.
- Privacy and Data Security.
- (a) Restricted Information. Marketing Partner acknowledges and agrees that SIG and its affiliates are engaged in businesses that are subject to laws, regulations, and industry standards regarding the protection of (i) data related to their operations, including without limitation, gaming operations; (ii) personally identifiable information which may include, without limitation, a person’s name, postal address, phone number, email address, government issued identifier, credit or debit card number, bank or financial account number, license plate or other vehicle identifiers, biometric information, and device identifiers; and (iii) payment card information and related data, as defined pursuant to the Payment Card Industry Data Security Standards, as amended. Collectively, (i) through (iii) is “Restricted Information.”
- (b) Treatment and Use of Restricted Information. Marketing Partner hereby represents and warrants that it will collect, access, receive, store, use, disclose, and protect Restricted Information, Marketing Partner Information and any information provided to Marketing Partner by SIG to the full extent required by all applicable laws, regulations, industry standards, and any additional requirements that SIG and its affiliates may impose from time-to-time. Marketing Partner shall use the Restricted Information only as reasonably necessary and proportionate to achieve the purposes for which the Restricted Information is provided to Marketing Partner. Marketing Partner shall not disclose any Restricted Information to any third party except with SIG’s consent. Marketing Partner is prohibited: (i) from retaining, using, or disclosing Restricted Information for any purpose other than as specified in this Agreement; (ii) further collecting, selling, or using Restricted Information except as specified in this Agreement; and (iii) from retaining, using or disclosing any Restricted Information outside of the direct business relationship between SIG and Marketing Partner. Marketing Partner agrees and acknowledges that failure to protect Restricted Information, Marketing Partner Information and any information provided to Marketing Partner by SIG pursuant to the terms and conditions hereof constitutes a material breach of this Agreement and in such event, this Agreement may be terminated for cause by SIG.
- (c) Compliance with Privacy Laws. Marketing Partner shall provide all assistance as may be reasonably requested by SIG to meet its obligations under any applicable privacy laws, including but not limited to its obligations to respond to individuals’ requests to exercise their rights, by (i) providing the requested Restricted Information in a portable and, to the extent technically feasible, readily useable format that allows the individual to transmit the information to another entity without hindrance, and (ii) deleting all instances of Restricted Information from Marketing Partner’s records and systems as directed by SIG, unless it can establish that such Restricted Information can be retained under a legal exception identified in the applicable privacy law.
- (d) Requests for Restricted Information. Marketing Partner shall immediately notify SIG, in writing, of any requests received from any individual whose information was collected during the performance of this Agreement, including any requests to: (i) disclose the categories or specific pieces of Restricted Information collected, categories of sources from which the Restricted Information is collected, categories of Restricted Information that the business sold, and/or the business purpose for the collection or sale of Restricted Information; (ii) access any Restricted Information collected; or (iii) delete any Restricted Information collected. Marketing Partner shall timely respond to any all such requests and provide SIG with a copy of such response.
- (e) Data Security. Marketing Partner represents and warrants that it shall (i) maintain reasonable and appropriate technical, organizational, and physical measures and safeguards to protect Marketing Partner Information, Restricted Information, and any other information that Marketing Partner collects, accesses, stores, processes or receives from, or on behalf of, SIG or its affiliate against unauthorized or unlawful disclosure, transfer, access, processing, use, alteration, or destruction and against accidental access, loss, damage, processing, use, transfer, or destruction; (ii) take all steps necessary to ensure the reliability and security of systems operated by or on behalf of Marketing Partner, SIG and its affiliates to protect Restricted Information, Marketing Partner Information, and other information referenced in (i) above; (iii) immediately notify SIG of any (A) breach or suspected breach of the security of any such systems that may result in the compromise of Restricted Information and/or Marketing Partner Information, or (B) other unauthorized access to or use of (whether electronically or physically) Restricted Information and/or Marketing Partner Information (or Marketing Partner’s reasonable belief that such access or use may have occurred), and without limiting SIG’s rights and the rights of SIG’s affiliates with respect thereto, cooperate with SIG and its affiliates with respect to any such breach or unauthorized access or use; and (iv) act only on SIG’s instructions in relation to the collection, accessing, processing, use, storage, disclosure, transfer or destruction of any Restricted Information that SIG and/or its affiliates provide to, or Marketing Partner gathers on behalf of SIG and/or its affiliates.
- (f) Security Incident. If Marketing Partner becomes aware of a breach or potential breach of security relating to the Restricted Information, Marketing Partner Links, or any information subject to this Agreement other than as directly attributable to SIG (“Security Incident”), Marketing Partner shall be responsible for, and bear all costs arising from, any and all investigation, mitigation, notification, and remediation efforts related to such Security Incident. Marketing Partner shall comply with all applicable laws relating to the Security Incident. Marketing Partner shall cooperate with SIG in the investigation, mitigation, and remediation efforts undertaken to ensure that any potential breach does not become an actual breach and/or to remedy any actual breach and its consequences. Marketing Partner acknowledges that SIG may periodically require Marketing Partner to explicitly reaffirm Marketing Partner’s ongoing compliance with the requirements of this Section 4 and that SIG may periodically perform inquiries, investigations, inspections, and audits, including on site, to confirm Marketing Partner’s ongoing compliance with this Section 4. The provisions of this Section 4 shall survive termination or expiration of this Agreement
- (a) Termination for Breach, Cessation of Business, or Insolvency. Either Party may terminate this Agreement if the other Party: (i) fails to cure any material breach of this Agreement within fifteen (15) days after written notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement composition, or comparable proceeding, or if any such proceeding is instituted against that Party (and not dismissed within 60 days thereafter).
- (b) Termination for Convenience. SIG shall have the right to terminate this Agreement at any time, for any or no reason, by providing ten (10) days’ written notice to Marketing Partner.
- (c) Termination for Regulated Business Concern. SIG shall have the right to terminate this Agreement immediately upon notice to Marketing Partner in the event SIG determines in its sole judgment that: (i) any law, government regulation, or other governmental acts relating to wagering or other games, make it impossible, illegal, or otherwise materially affect SIG’s ability to continue operating the SIG Service(s); (ii) Marketing Partner or any of its officers, directors, employees, agents, designees, or representatives is or might be engaged in, or about to be engaged in, any activity, or is or has been involved in, any relationship which does or could jeopardize SIG’s or any SIG affiliate’s businesses or licenses that it holds or will be obtaining, could subject SIG or any SIG affiliate to any fines, penalties ,or other damages or could negatively affect SIG’s or any SIG affiliate’s reputation or goodwill; (iii) the existence of this Agreement jeopardizes or may jeopardize SIG’s or any SIG’s affiliate’s businesses or licenses, could subject SIG or any SIG affiliate to any fines, penalties, or other damages or could negatively affect SIG’s or any SIG’s affiliate’s reputation or goodwill; (iv) any of SIG’s or any of SIG’s affiliate’s licenses are threatened to be, or are denied, curtailed, suspended, or revoked as a result of SIG’s relationship with Marketing Partner under this Agreement; or (v) Marketing Partner has violated any of the prohibited activities of Section 2(f).
- (d) Effect of Termination. Upon termination or expiration of this Agreement: (i) all licenses and grants of right under this Agreement will terminate unless otherwise specified, excluding the perpetual license granted to SIG to use Market Partner Information; (ii) each Party must immediately destroy (or return to the other if requested by such other Party) all confidential information of the other Party (excluding Market Partner Information and except to the extent any such confidential information is archived in such Party’s computer system in accordance with its company retention policy, provided that such Party shall not access, use, or otherwise refer to such retained information); (iii) except as expressly provided in an applicable Order, SIG will not be obligated to make any further payments to Marketing Partner; and (iv) any sections of this Agreement that by their nature would be reasonably expected to survive expiration or termination of this Agreement shall so survive, including this Sections 3(a) and (c), 4, 5(d), 9, 10, 11, 12, 14, 15, 16, 17, 18, and 19.
- Warranty Disclaimer. THE SIG SERVICE(S) AND THE SIG SITE(S) ARE PROVIDED “AS IS” AND, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, SIG SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SIG SERVICE(S) WILL PRODUCE ANY LEVEL OF PROFIT, REVENUE, ECONOMIC BENEFIT, OR BUSINESS FOR EITHER PARTY.
- Representations and Warranties.
- (a) Compliance with Laws. Marketing Partner represents and warrants that: (i) it has never engaged in any activity, practice, or conduct which would constitute a felony or lesser criminal offense involving fraud, dishonesty, or a lack of moral turpitude; (ii) it has never been the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative, or regulatory body regarding any felony or lesser criminal offense involving fraud, dishonesty, or a lack of moral turpitude, 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; and (iii) it shall comply, and shall ensure that all of its employees, principals and agents comply, with all applicable requirements of applicable laws, regulations, and industry security standards, including but not limited to, any licensing, qualification, vendor registration, data protection, or other requirements imposed thereunder.
- (b) Promotions. Marketing Partner represents and warrants that: (i) the Promotions will be performed in a workmanlike manner, in accordance with the standards of care and diligence and the level of skill and judgment normally practiced by companies in performing services of a similar nature; (ii) any Promotions will not be libelous, obscene, or disparaging; (iii) any Promotions, the Market Partner Site(s), and the Marketing Partner Property (and the exercise of the rights granted in and to the same) will not infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights of any third party (including copyright, trademark, service mark, trade secret, contract, privacy or right of publicity rights) or contain any material that, if relied upon, might cause harm or injury to any person or property; (iv) in gathering information for and creating any Promotions, Marketing Partner will make appropriate disclosures and obtain appropriate consent (if required) to collect, store, use, process, and share consumer information in a manner that will allow both Parties to fulfill their obligations and exercise their rights under this Agreement; (v) it will adhere to reasonable marketing policies and brand guidelines that SIG makes available to Marketing Partner, including as SIG may revise such marketing policies and brand guidelines from time to time; (vi) it will not send any form of direct marketing in relation to the SIG Service(s), unless it has received a prior authorization in writing from SIG; (vii) it will not attempt to artificially increase monies payable to Marketing Partner by SIG; and (viii) it will not knowingly create advertising copy or Promotions that contain: (A) false, misleading inaccurate, or deceptive statements or exaggerations; (B) false or fabricated verbal or visual statements; (C) dishonest or material distortions of opinions, findings or experiences depicted with respect to the SIG Service(s); or (D) content that otherwise violates the rights of any person or entity. In the event that any modification or removal of a Promotion is required as a result of a substantiated third party claim or complaint due to Marketing Partner’s breach of this Agreement, Marketing Partner shall be responsible to take down or remove all content associated with such Promotion.
- (c) Direct Marketing. If Marketing Partner has obtained prior written authorization from SIG to carry out direct marketing, then in addition to the other warranties set out in this Agreement, Marketing Partner warrants that it shall (i) not send any direct marketing to any individuals who are under 21; (ii) not send any direct marketing to any individuals who have self-excluded or who are otherwise prohibited by law from being sent such marketing materials; and (iii) only send direct marketing to those individuals who expressly agreed to receive such marketing communications, if such consent is required under any applicable law or regulation or otherwise required by SIG.
- (d) Social Media Marketing. If Marketing Partner has obtained prior written authorization from SIG to carry out social media marketing, then in addition to the other warranties set out in this Agreement, Marketing Partner warrants that (i) it shall use language consistent with rules, guidelines, and consent decrees issues by the Federal Trade Commission (FTC), applicable State Attorneys General, and/or other applicable regulators in connection with all social media posts to indicate such posts are sponsored posts including, but not limited to, the FTC’s Guides Concerning Use of Endorsements and Testimonials in Advertising; and (ii) it shall be solely responsible for ensuring that all social media distribution complies with all applicable laws and does not infringe on, misappropriate, or otherwise violate the rights of any third party.
- Investigation and Government Approvals.
- (a) Diligence Investigations. As a holder of a privileged gaming license, SIG is required to adhere to strict laws and regulations regarding vendor and other business relationships, including its marketing partners. SIG may, in its sole discretion, require Marketing Partner to submit to SIG certain information in conjunction with a diligence investigation of Marketing Partner, to be conducted at SIG’s sole expense (a “Diligence Investigation”) and Marketing Partner shall promptly comply with any such requests. Marketing Partner agrees to provide SIG with any information which it, in its sole and absolute discretion, deems necessary to (i) enable SIG to file any required reports, (ii) maintain any licenses of SIG, (iii) comply with any regulatory compliance policy (as now in effect or hereafter adopted and as amended from time to time), or (iv) comply with the request of any regulator.
- (b) Disapproval by Regulator. Marketing Partner acknowledges that this Agreement may be disapproved by any regulator of SIG’s business. In the event of any such disapproval, this Agreement shall immediately terminate and SIG shall not have any further liability or financial obligation to Marketing Partner.
- Confidentiality. Each Party may receive under this Agreement certain non-public information and materials concerning the other Party’s business, technology, partners, products and services that are proprietary and of substantial value to such Party including the existence and the terms of this Agreement (“Confidential Information”). Each Party will not use or disclose to any third party any Confidential Information except as permitted by this Agreement or as authorized by the other Party’s prior written consent. Each Party will use reasonable efforts to maintain the confidentiality of all such Confidential Information, and neither Party will use less effort than it ordinarily uses with respect to its own Confidential Information, but in no event less than reasonable care. The foregoing will not restrict either Party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to contest such order or requirement; or on a confidential basis to its legal or financial advisors, or prospective acquirers or investors, or regulatory authorities. Confidential Information excludes information that: (i) is or becomes generally known to the public through no fault of the recipient; (ii) is rightfully known by the recipient at the time of disclosure without a confidentiality obligation; (iii) is independently developed by the recipient without use of the disclosing Party’s Confidential Information; or (iv) the recipient rightfully obtains from a third party without disclosure restrictions.
- Limitation of Liability.
- (a) NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
- (b) SIG SHALL NOT BE LIABLE FOR DELAYS, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), INTERRUPTIONS, SERVICE FAILURES, AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF SIG’S REASONABLE CONTROL REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- (c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SIG’S ENTIRE LIABILITY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION ACTUALLY DUE TO MARKETING PARTNER UNDER EACH APPLICABLE ORDER DURING THE PRIOR TWELVE MONTHS.
- (d) The Parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
- Indemnification. Marketing Partner will indemnify, hold harmless, and, at SIG’s election, defend, SIG and its affiliates, and its and their members, partners, owners, directors, officers, employees, agents, representatives, successors, and assigns (collectively, “SIG Parties”) harmless from and against any claims, actions, proceedings, liabilities, losses, damages, judgments, awards, assessments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any allegation that the Marketing Partner Property infringes, misappropriates, or otherwise violates any intellectual property right, right of privacy or publicity or any similar right; (ii) the acts or omissions of Marketing Partner; or (iii) any breach by Marketing Partner of any covenants, representations, or warranties contained in this Agreement.
- Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such Party, such as a strike, blockade, war, epidemic, pandemic, national emergency (including health emergencies), act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
- Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws principles. The jurisdiction and venue for actions related to the subject matter hereof shall be brought only before a court of competent jurisdiction in New York, and both Parties hereby submit to the personal jurisdiction of such courts. The Parties agree to resolve any disputes, claims, or controversies related to the subject matter hereof on an individual basis, and that any such claims will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
- Non-Exclusive. This Agreement is non-exclusive and does not prevent SIG from entering into agreements with other marketing partners on the same or different terms to those provided under this Agreement.
- Severability. If any portion of this Agreement is found to be unenforceable, the remaining provisions of this Agreement will remain in full force.
- Assignment. Neither Party may assign this Agreement without prior written consent of the other Party; provided, SIG may assign its rights and delegate its duties under this Agreement (in whole or in part) to SIG’s affiliates or to a successor in connection with a merger, sale of equity, sale of assets, or other organizational transaction involving SIG, without Marketing Partner’s consent. Any attempt to assign this Agreement other than as permitted above is invalid.
- Notices. All notices will be in writing and deemed given when delivered to the other Party at the addresses provided by such Parties for receiving notice.
- Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived.
- Independent Contractors. The Parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
- Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the Parties regarding the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or understandings relating to their subject matter. No provision of any purchase order or other business form employed by Marketing Partner will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
Marketing Partner Address:
Marketing Partner Site(s):
SIG Service(s) for Promotion: DRF Sports/ DRF Bets
SIG Site(s): https://ia.drf.com / https://bets.drf.com/
- New User Bounties: $250 (DRF Sports)/ $75 (DRF Bets) for each New User, where a “New User” is an SIG-verified unique individual, who is 21 years of age or older and not otherwise excluded or prohibited from participating in gaming-related activities through the SIG Service(s)/on the SIG Site(s), and that register via Market Partner Links for the SIG Service(s)/SIG Site(s) and who deposit a minimum of $1 USD into their SIG account and who place at least one real money wager that completes settlement on the SIG Sports Site(s) within 30 days of registration via the Market Partners Link. Any individual that has previously registered for the SIG Service(s), or for a SIG account, as determined by SIG in its sole discretion, and who registers again using the same email address and/or new payment information is not a New User. New Users will not include users that register for the SIG Service(s) through the Marketing Partner Links: (a) who are employees of Marketing Partner or their immediate family members (e.g., spouse, parents, siblings, or children), or individuals who live in the same household as such employees, or (b) for resale or commercial use of any kind. SIG reserves the right to immediately terminate these accounts without notice and/or withhold payment of any prizes or winnings garnered by such users without liability to Marketing Partner or such users. Marketing Partner shall inform its current employees and any new employees of these restrictions.
- SIG’s obligation to pay New User Bounties due to Marketing Partner’s efforts during the Term of this Order shall survive any expiration or termination of this Order.
Payment Terms: SIG will remit payment for undisputed Compensation to an online cashier account (the “Cashier”) within thirty (30) days following the end of the month in which they were earned. Marketing Partner will be permitted to withdraw funds from the Cashier via bank transfer if the total funds available within the Cashier are equal to, or exceed, $50 USD.
Signed on behalf of Marketing Partner: