Last Updated: 17 October 2023
Affiliate: A business and/or legal entity that is both registered and accepted by Fitzdares as an affiliate of the Affiliate Program.
Affiliate Account: The technical reporting and tracking interface set up for the use by the affiliate to monitor performance, access marketing materials, access financial reports and configure payment details.
Affiliate Manager: Means any employee of the Company, or contractor, authorised to manage the relationship between the Company and the Affiliate.
Affiliate Network: Acts as an intermediary between publishers and merchant affiliate programs.
Affiliate Program: The affiliate program operated by Fitzdares and forms the subject matter of this Agreement.
Affiliate Website: A website owned by the Affiliate which sends traffic to Fitzdares.
Agreement: The contract and its annexes between the Company and the Affiliate in accordance with the Terms and Conditions of the Affiliate Program.
Bonuses: Means any so-called “rebates”, “bet credits”, “slot spins”, “money back”, vouchers, discounts and/or similar that the New Customer can utilise as payment for stakes (bets).
Brand: Means any relevant brand operated by Fitzdares Canada Limited.
Commission: Means the compensation due to the Affiliate based on the agreed percentage of Net Revenue (“Revenue Share”), Cost Per Acquisition, or other Reward Plan.
Company: Means Fitzdares Canada Limited, incorporated in Ontario on 29 November 2021 with company number 1000038793. Fitzdares Canada Limited is a wholly-owned subsidiary of Fitzdares Holdings Limited but the contractual party in this Agreement is and remains solely Fitzdares Canada Limited.
Confidential Information: Means any information of a commercial value, considered essential for both Parties, such as, but not limited to technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, consumer research, databases, New Customer lists, prospect and New Customer data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.
Content: Material provided by the Company for the purposes of this Agreement, including, without limitation, text links, product sheets, banners and other general advertising material.
Database: Means any information stored about Affiliates and New Customers, containing any Company proprietary New Customer data for the purposes of this Agreement, including without limitation to Personal Data and contact information, and excluding all other Company databases, as it stands as of the date of this Agreement, and as it stands until the date of termination of this Agreement. Databases are assets of a financial value belonging to the Company and represent a substantial investment made by the Company.
First Time Depositor (FTD): Means a New Customer who has made a first minimum deposit with the Company which is used for bona fide transactions with the aim to establish and enter into a normal commercial relationship with the Company within the framework of the business. The customer registration and the first deposit do not have to be simultaneous.
General Terms and Conditions: Fitzdares Canada Limited’s general terms and conditions, available at https://fitzdares.ca/terms-and-conditions/.
Goodwill: Means the benefit of a business having a good reputation under its name and regular patronage.
Gross Revenue: Means the value of the revenues generated by all customers referred by the Affiliate across all products, after the deductions of costs including but not limited to taxes, betting duties, third party commissions/fees for providing games and game software etc. Revenues generated are equal to all (settled) bets less wins. For the avoidance of doubt, any bet that is not accepted for a legitimate reason, at the sole discretion of the Company, shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue.
Big Winner Policy: Means that a Player is quarantined and has his or her negative net Gaming Revenue carried forward when two conditions are met: (1) a Player generates negative Net Gaming Revenue of $5,000 in any given month and (2) the cumulative Net Gaming Revenue for all Players due to that Affiliate in the same month is negative $5,000 or lower. Once the Big Winner Policy is activated by the Affiliate the Big Winner becomes quarantined. The quarantined Big Winner will be segregated from all other Players and the negative Net Gaming Revenue carried forward will only be offset against positive Net Gaming Revenue from that Big Winner.
Intellectual Property Rights or IRP: Means any rights in computer software (including source codes), databases, know-how, design, copyright, trademarks, logos, service marks, domain names, brands, business names and/or all other rights of whatever nature whether registered or unregistered subsisting anywhere in the world, whether now known or created in the future.
Net Gaming Revenue: Monthly Gross Gaming Revenue after the deduction of costs including, but not limited to, financial transaction fees, bonuses, loyalty rewards, gaming taxes, game supplier costs, progressive jackpot contributions, outstanding deferred settlements and chargebacks.
New Customer: Means any person that properly registers with the Company after clicking on the Content, excluding any person that already exists in the Company’s Brand customer Database or that has previously closed a customer account and opened a new one through the Affiliate. A customer will be linked to the last Affiliate who referred the customer to the Company based on the affiliate tracking cookie.
Parties: Means the Company and the Affiliate (each a “Party” to the Agreement).
Payment Agent: Means any third party appointed by the Company to carry out payments on its behalf to 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 Customers and/or Affiliates.
Products: Means the online products offered by the Company, sportsbook and iCasino.
Qualified Player: Means any person who is attached to your affiliate account and (i) has not registered with the Company before; (ii) is not located in a Restricted Territory; (iii) who has made a Deposit; (iv) is accepted as a Player under any applicable sign up or identity verification procedure which we may require; and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Company’s Website.
Real Money Player: A New Customer who has made a real money transfer of at least equivalent to the minimum deposit into their player account and made at least one real money bet with Fitzdares.
Reward Plan: Means any financial model agreed between the Parties to compensate the Affiliate for its marketing activities.
Technical Platform: Means a technical tool selected by the Company to record, register and monitor the Affiliate’s activities, business and the activities between the Company and New Customers.
Term: Means the period from the date the Affiliate formally accepts the terms of this Agreement until termination of this Agreement.
Tracking Link: A unique link generated in the affiliate account for each affiliate and granulating on a campaign basis, to track and record New Customers which the affiliate has referred to the Company.
Working Day: Means every day from Monday to Friday inclusive, excluding Ontario public holidays and weekends. This document (the Affiliate Agreement or Agreement) sets out the terms and conditions agreed between: Fitzdares Canada Limited, (hereinafter Company or Fitzdares and the person/company set out on the relevant application form (hereinafter the “Affiliate”), enabling the Affiliate to join and become a member (if the Affiliate’s application is successful) of the Fitzdares Affiliates Program (“Program”). By completing the Fitzdares Affiliate Program application and clicking “I agree to the Terms and Conditions” within the registration form, you hereby agree to abide by all the terms and conditions set out by Fitzdares.
1.1. The Affiliate maintains and operates one or more websites on the internet (collectively referred to as Affiliate Website), and/or refers potential customers to us through other channels.
1.2. This Agreement governs the terms and conditions which are related to the promotion of Fitzdares by the Affiliate, whereby the Affiliate will be paid Commission as defined in this Agreement depending on the traffic sent to Fitzdares and the terms of this Agreement.
1.3. The definition of the term Net Gaming Revenue is provided above in definitions. In the case of the Company introducing another product or group of products in the future, the Company reserves the right to use an individual definition of the term Net Gaming Revenue for each product.
1.4 The Company may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Referral Commissions and Affiliate programme rules. If any modification is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this Agreement. Your continued participation in our affiliate programme following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.
1.5 In case of any discrepancy between the meanings of any translated versions of the Agreement, the English language version shall prevail.
1.6 With respect to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and associated Regulations developed by FINTRAC and in line with Fitzdares’ policy of Supplier Due Diligence, the Affiliate will be required to verify their identity by providing copies of personal and, where applicable, company identification and registration documents.
2.1. The Company reserves the right to refuse any Affiliate Program application at its sole and absolute discretion.
3.1. The Affiliate hereby warrants that he/she:
a) Is aged 19+ in order to agree to and to enter into the Agreement.
b) Is competent and duly authorized to enter into binding Agreements.
c) Is the proprietor of all rights, licenses, and permits to market, promote and advertise Fitzdaresin accordance with the provisions of the Agreement.
d) Will comply with all applicable rules, laws, and regulations in correlation with the promotion of
e) Fully understands and accepts the terms of the Agreement.
4.1. The Company shall provide the Affiliate with all required information and marketing material for the implementation of the Tracking Link as the Company sees fit and needed.
4.2. The Company will assign a unique tracking identification code to all customers referred by the Affiliate. The Company shall calculate the Net Gaming Revenue generated via the tracking links, record the Net Gaming Revenue and the total amount of Affiliate commission earned via the link, provide the Affiliate with commission statistics, and handle all customer services related to its business.
4.3 The Company will register the Affiliate’s Customers and track their transactions. The Company reserves the right to refuse Customers (or to close their accounts) if necessary to comply with gaming regulations and any requirements we may periodically establish. By opening an account with us, they will become our Customers and, accordingly, all of our rules, policies, and operating procedures will apply to them.
4.4. The Company shall pay the Affiliate the amount due depending on the commission scheme assigned to the affiliate on the traffic generated by the Affiliate subject to the terms of the Agreement.
4.5. The Company reserves the right to freeze or close Affiliate Account(s). In addition to any other right, which the Company may be entitled to under this Agreement, the Company reserves the right to:
a) in case of having any reason to suspect that the Affiliate is in breach with the terms of the Agreement, the Affiliate´s Account(s) may be blocked, and payouts may be frozen for the period of investigation. If the investigation proves a violation of the Agreement to have taken place, the Company reserves the right to withhold the Affiliate´s commission;
b) close the Affiliate’s account(s) if in the sole opinion of the Company it is deemed necessary in order to protect the commercial and reputational interests of the Company. If the Affiliate is in breach of the Agreement, the Company may in addition to close the Affiliate’s account(s) take any other steps under the law to protect its interest;
c) terminate the Agreement if an Affiliate threatens the Company’s staff with harm, physical or otherwise. Under no circumstances, shall the Company be held liable for eventual loss or damage caused to the Affiliate.
d) The Company reserves the right to initiate an internal investigation of the Affiliate and Real Money Player accounts in cases where the Company suspects the Affiliate is in violation of this Agreement.
5.1. The Affiliate hereby warrants:
a) To use its best efforts to actively and effectively advertise, market and promote Fitzdares as widely as possible in order to maximize the benefit to the parties, in producing at least one referred customer for Fitzdares every calendar quarter.
b) To use its reasonable endeavours to display the most up to date content on the Affiliate Site, proactively engaging with representatives of Fitzdares at least once per calendar. The Affiliate shall not alter the form or operation of the Content without the Company’s prior written consent.
c) To market and refer potential players to Fitzdares at its own cost and expense. The Affiliate will be solely responsible for the distribution, content and tone of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful (under applicable laws) and must be in accordance with the Agreement.
d) Its advertising, marketing materials and communications shall not target high-risk, underage or self-excluded persons to either register or play with Fitzdares, shall not include underage individuals, and shall not knowingly be communicated or sent to high-risk players.
e) To not communicate gambling inducements, bonuses and credits on its Website.
f) It will not encourage gaming behaviour that is socially irresponsible or could lead to financial, social or emotional harm.
g) To use only the tracking link provided within the scope of the Affiliate Program, otherwise, no guarantee whatsoever can be given for proper registration and sales accounting by the Company.
h) To be wholly responsible for the development, operation, and maintenance of its Affiliate website(s) as well as for all material appearing on its Affiliate website(s).
i) That it will not perform any act which is libellous, discriminatory, obscene, unlawful or otherwise reasonably deemed inappropriate by the Company, or which contains sexually explicit, obscene or graphically violent materials.
j) That it will not actively target any person who is under the legal age for gambling.
k) That it will not actively target any jurisdiction where gambling and the promotion thereof is illegal.
l) That it will not generate traffic to Fitzdares by illegal or fraudulent activity, particularly but not limited to:
III. Registering as a player or making deposits directly or indirectly to any Affiliate Account through his/her tracker(s) for their own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud.
m) That it will not present its Affiliate website in such a way that it might evoke any risk of confusion with the Company and or convey the impression that the Affiliate Website of the contracting party is partly or fully originated with the Company.
n) Without prejudice to the marketing material as may be forwarded by the Company and/or made available online through the Affiliate Program, the Affiliate may not use Fitzdares or other terms, trademarks and other intellectual property rights that are vested in the Company unless the Company consents to such use in writing.
o) That it will not purchase any domains that include any names, words and phrases that are or can be deemed to form part of Fitzdares (including the Fitzdares Club) or bidding on any keywords or keyword phrases that include, any names, words and phrases that are or can be deemed to form part of Fitzdares in any format in any pay per click (PPC) search engine.
p) Should there be any monetary or regulatory penalties for the breaches in the above, the affiliate will be responsible for the settlement and resolution of those penalties
5.2 All Fitzdares affiliates are required to refer a minimum of 5 Qualified Players within a three month period of joining the program. Should an Affiliate not reach this requirement the affiliate account may be closed at the discretion of the Company.
6.1 Subject to clause 8.3, The Company agrees to pay the Affiliate a commission of 25% based on the Net Gaming Revenue generated from Real Money Players referred by the Affiliate website and/or another channel. For the avoidance of doubt, all payments shall be made inclusive of GST/HST, if applicable, and the Affiliate is individually responsible for withholding tax and any other fees which may apply based on its country of registration. Please refer to Clauses 6.9 and 6.18.
The Company retains the right to change the Commission percentage and method of calculation at its sole discretion in accordance with Clause 1.4.
6.2. The commission shall be a percentage of the agreed commission model, whether that be of Net Gaming Revenue in accordance with the commission structure or a CPA per qualified FTD.
6.3. The commission is calculated at the end of each month and payments shall be performed by the 15th Working Day of each calendar month, provided that the amount due exceeds $100.00. If the balance due is less than $100.00, it shall be carried over to the following month and shall be payable when the collective balance is equal to or exceeds $100.00.
6.4. The Commission payment shall be made only if the outstanding Affiliate balance is positive. If the balance is negative due to the user’s performance on games the balance shall be carried over to the next month. Should the subsequent month’s Affiliate Commission be positive and cover the negative carryover from the previous month then payment shall be made. This method is referred to as negative carryover.
6.5 In the event that an Affiliate has a player that has won more than $5,000 (a “Big Winner“) in a single month which causes the Affiliate’s overall earnings to be negative, Fitzdares reserves the right to contact the Affiliate to provide them two options.
The following points outline the two options:
* Please note that this does not constitute a negative carry over adjustment because Affiliates will continue to earn the revenue from all players including the Big Winner. The negative Net Win from Month 1 is only paid back to Fitzdares by the Big Winner and all subsequent positive Net Win from the rest of the Affiliate’s player base will not be touched.
The conditions of the Company’s Big Winner policy are:
6.5.1 If in any given month a player generates negative commission revenue of at least $5,000, and the aggregate commission revenue in that month (for the gaming site) for that Affiliate is negative, then such Player shall be deemed to be a Big Winner.
6.5.2 If both of the above criteria are met then the negative commission revenue generated by the Big Winner will be carried forward and offset against future commission revenue generated by that Big Winner.
6.5.3 The negative balance carried forward cannot be set-off against other player’s positive commission revenue.
6.5.4 The negative balance carried forward cannot be greater than the total aggregate negative commission revenue for the affiliate for that month.
6.5.5 If there is more than one Big Winner, the negative balance carried forward will be split proportionally between them.
6.5.6 The negative balance of a Big Winner will be reduced by future positive Commission that the Big Winner generates in subsequent months.
6.5.7 At the beginning of the following month, a report will be available on your Affiliate account listing all the qualifying Big Winner active on your account.
The quarantined Big Winner will be segregated from all other Players and the negative Net Gaming Revenue carried forward will only be offset against positive Net Gaming Revenue from that Big Winner.
For example, if an Affiliate with a Net Gaming Revenue Share percentage at 30%, with 10 active Players in month 1 has 9 active Players in his account with a cumulative positive Net Gaming Revenue of $1,000 and 1 active Player with a negative Net Gaming Revenue of $5,000, then the quarantined Net Gaming Revenue carried forward to month 2 will be $4,000 (or $1,200 Net Gaming Revenue Share calculated as 4,000 x 30%). $0 is due to the Affiliate at the end of month 1.
Then in month 2, 9 out of 10 players have a positive cumulative Net Gaming Revenue of $5,000 and the quarantined Big Winner has a positive Net Gaming Revenue of $3,000 then the Net Gaming Revenue Share due to the Affiliate at month end is $1,500 ($5,000 Net Gaming Revenue x Net Gaming Revenue Share percentage of 30%). The quarantined amount of negative Net Gaming Revenue carrying forward is $1,000.
Then in month 3, 9 out of 10 players have a positive cumulative Net Gaming Revenue of $5,000 and the quarantined Big Winner has a positive Net Gaming Revenue of $3,000 then the Net Gaming Revenue Share due to the Affiliate at month end is $2,100 ($5,000 Net Gaming Revenue x Net Gaming Revenue Share percentage of 30%) + (Big winner: $2,000 Net Gaming Revenue x Net Gaming Revenue Share percentage of 30% made up of month net revenue $3,000 less $1,000 quarantined Net Gaming Revenue carrying over from Month 2). The quarantined amount of negative Net Gaming Revenue carrying forward is $0.
6.6. All payments to the Affiliate shall be made by a Payment Agent appointed by the Company. Both Parties agree and acknowledge that the Company may change, from time to time (and at its sole discretion), the payment method and/or Payment Agent. Fitzdares is responsible for the payment of any amounts due.
6.7 If an error is made in calculating the commission, the Company reserves the right to correct such a calculation at any time and will pay out underpayment or reclaim overpayment made to the Affiliate by the 8th day of the calendar month. If the payment has not been made to the Affiliate by the 8th day of the calendar month, the commission will be paid out in full during the next month only when the Affiliate has provided all necessary details to the Company.
6.8. Payments shall be made by the 15th Working Day following the end of the month in which the Affiliate’s Commission was earned.
6.9. Affiliates should invoice the Company after the 10th Working Day of the month following the month for which the Commission was earned. The Affiliate should invoice Fitzdares Canada Limited, 181 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5J 2T and include:
6.10. All invoice payments will be made in CAD via bank transfer and are processed by the Company’s Finance Team. In some instances, another company may make the payment on behalf of Fitzdares.
6.11. Acceptance of payment by the Affiliate shall be deemed to be full and final settlement of the balance due for the period indicated.
6.12. If the Affiliate disagrees with the balance due as reported, it shall within a period of seven (7) days, send an email to the Company to partners@Fitzdares.com and indicate the reasons for the dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgement of the balance due for the period indicated.
6.13. The Company may delay payment of any balance to the Affiliate for up to sixty (60) days, while it investigates and verifies that the relevant transactions comply with the provisions of the terms of the Agreement.
6.14. No payment shall be due when the traffic generated is illegal or contravenes any provision of the terms of the Agreement.
6.15. The Affiliate agrees to return all commissions received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.
6.16. For the sake of clarity, the parties specifically agree that upon the termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Company, provided that payments already due (earned and unpaid commissions) shall be paid out.
6.17. The parties agree that if the Company takes a commercial decision to close the Affiliate Program (ie. for all Affiliates), the Affiliate shall no longer be entitled to receive any payment whatsoever from the Company, provided that payments already due (earned and unpaid commissions) shall be paid out.
6.18. At the sole discretion of the Company, the Affiliate may be given the opportunity to restructure its commission structure. In the event of a restructure, all the Affiliate’s obligations assumed under the Agreement will still continue to apply to the Affiliate up until the termination of the Agreement and thereafter, in accordance with the terms contained in this Agreement.
6.19. The Affiliate shall be exclusively responsible for the payment of all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the Affiliate as a result of the commission generated under this Agreement. The Company shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies the Company in that regard.
7.1. This Agreement may be terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given by email to partners@Fitzdares.com.
7.2. The contracting parties hereby agree that upon the termination of the Agreement:
a) The Affiliate must remove all references to Fitzdares from the Affiliate website and/or other marketing channels and communications, irrespective of whether the communications are commercial or non-commercial.
b) All rights and licenses granted to the Affiliate under the Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Company.
c) The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however, the Company may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. Lifetime revenue share is defined as the ‘lifetime’ of the Agreement. The Affiliate will not be eligible to earn or receive commissions after this termination date.
d) If the Agreement is terminated by the Company on the basis of the Affiliate’s breach of the Clause 4.5.(b), the Company shall be entitled to withhold the Affiliate’s earned but unpaid commissions as of the termination date as collateral for any claim arising from such a breach. It is further specified that termination by the Company due to a breach by the Affiliate of any of the clauses in the Agreement shall not require a notice period and such termination shall have an immediate effect upon notification by the Company to the Affiliate.
e) The Affiliate must securely transfer original data items that hold any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody, and control to the Company for retention purposes.
f) The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of the Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of the Agreement. The Affiliate’s obligation of confidentiality towards the Company shall survive the termination of this Agreement.
7.3. The Affiliate shall feature and prominently display the most up-to-date links provided by the Company on all pages of the Affiliate’s website in a manner and location agreed by the Company. The Affiliate shall not alter the form, location or operation of the links without the Company’s prior written consent. The Affiliate is eligible to receive Commission based upon its continued promotion of Fitzdares’ products. The Company reserves the right to reduce the Commission percentages if the Affiliate reduces its efforts to recruit New Customers. Furthermore, the Affiliate’s reduced or suspended promotion of our sites may be deemed to represent its termination of this Agreement.
7.4 If the Affiliate account is inactive, the Company will terminate the account with the right to freeze the commission on the account. In this Clause, “inactive” means where the Affiliate has not registered new Real Money Players for one hundred and eighty (180) days or more. If the Affiliate Account is inactive, the Agreement and participation in the Affiliate Program will automatically terminate. Where automatic termination occurs, the Company will notify the Affiliate that its commission on its account will be frozen. If we do not receive any response from you within one hundred and eighty (180) days, any funds remaining within the Affiliate Account will revert to the Company.
8.1 The Company and the Affiliate are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on the Company’s behalf. The Affiliate will not make any statement that contradicts this Agreement.
9.1 The Affiliate shall hold the Company, its directors, employees and representatives harmless from and indemnify against any and all liabilities, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by the Affiliate of any warranty, representation or term contained in this Agreement, (b) the performance of the Affiliate’s duties and obligations under this Agreement, (c) the Affiliate’s negligence or (d) any injury caused directly or indirectly by the Affiliate’s negligent or intentional acts or omissions, or the unauthorised use of our banners and links or this Affiliate program.
10.1 The Company makes no express or implied warranties or representations with respect to the Affiliate program, about ourselves or the Referral Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Fitzdares affiliates system and the Fitzdares database, the database shall be deemed accurate.
11.1 The Company will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if it has been advised of the possibility of such damages. Further, the Company’s aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total Commission paid or payable to the Affiliate under this Agreement. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. The Company’s obligations under this Agreement do not constitute personal obligations of its directors, employees or shareholders. Any liability arising under this Agreement shall be satisfied solely from the Commission generated and is limited to direct damages.
12.1. The Affiliate acknowledges that it has read this Agreement and agrees to all its Terms and Conditions. The Affiliate understands that the Company may at any time (directly or indirectly) agree a Reward Plan with competitors on terms that may differ from those contained in this Agreement. The Affiliate has taken an independent commercial decision to participate in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set out in this Agreement.
13.1 Governing Law
The laws of Ontario will govern this Agreement, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in Ontario and the Affiliate irrevocably consents to the jurisdiction of its courts.
The Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
The Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognised by the Company.
Our rights and remedies hereunder shall not be mutually exclusive, that is to say that the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, its being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
APPENDIX A – REWARD PLAN
Commission is paid out as a percentage of the Net Gaming Revenue.
APPENDIX B – FITZDARES AFFILIATES’ ADVERTISING REQUIREMENTS
This Appendix outlines how the Company’s Affiliates can promote its Brands effectively and lawfully. Any enquiries regarding the Affiliate’s obligations under the Agreement, or under the relevant legal and/or regulatory requirements in the jurisdiction where the Affiliate is located should be emailed to: partners@Fitzdares.com
For the avoidance of doubt, it is up to each Affiliate to ensure that it is compliant with all advertising guidelines and legislation around the promotion of online gaming in the relevant jurisdiction. Any transgressions will lead to the suspension and possible termination of the Agreement.
Affiliates can only use Content provided by the Company and located in the Media Gallery via its Program, or Content that has been approved by the Company. The Affiliate must not alter the appearance, design and content of the approved marketing material unless it obtains written authorization from the Company.
If Affiliates use content that has not been provided and/or approved by the Company, it must be approved by the Affiliate Manager in writing prior to being published.
If Affiliates are found to be using any Content promoting the Company that has not been approved in writing by an Affiliate Manager, this may lead to the suspension and/or termination of the Agreement.
Any Affiliate Site or social media page which publishes betting tips or hosts challenges/competitions encouraging others to do so:
1) must make it clear that any subsequent betting activity is done at the customer’s own risk;
2) must never imply that success is guaranteed;
3) must provide tips in a responsible, fair and transparent manner;
4) must not encourage individuals to re-invest winnings and;
5) must not provide inaccurate or misleading information about betting tips and the success of them; and
6) must include a safer gambling message.
Affiliates must never falsify betting results or manipulate images to suggest that results were more favourable than they were. Any Affiliate that is found to have misrepresented betting results will lead to the Agreement being terminated immediately.
Affiliates are not permitted to engage in any email marketing activities on behalf of the Company towards individuals based in the Ontario.
Any links posted by Affiliates on Facebook, Twitter and any other relevant social media channels can only link to the Affiliate’s own website. Affiliates must not post any Affiliate links directly on their social media page(s). Any Affiliates found to have done so will have its Affiliates account suspended and/or terminated. In addition, Facebook, Twitter and other social media have their own guidelines and policies regarding the advertising of gambling products and the Affiliates must comply with such guidelines and policies.
Affiliates are not permitted to engage in any media buying promoting the Company’s Brands through advertising exchanges, programmatic networks, etc without prior written consent from their Affiliate Account Manager. We will require 100% visibility on this activity so that we can ensure our Brands are being promoted in a compliant manner, in line with specific Country regulations and restrictions.
Affiliates wishing to run Pay-Per-Click (PPC) campaigns:
1) must link to the Affiliate Site and not the Brand site;
2) must not bid on the Brand names or trademarks, or misspellings thereof;
3) must not use the Brand names in display URLs or ad copy;
4) must add the Brand keywords to the phrase match negative keywords list on their accounts.
APPENDIX C – DATA PROTECTION
APPENDIX D – AGCO ADVERTISING REQUIREMENTS AND PROCEDURES FOR AFFILIATE COMPLIANCE IN ONTARIO
For more information on AGCO advertising and marketing rules, Affiliates are referred to the following link: https://www.agco.ca/marketing-and-advertising.