Affiliate Terms and Conditions

Affiliate's Terms & Conditions

AFFILIATION TERMS AND CONDITIONS FOR LOTTOSCOPE


Last update: 11 January 2021


This Affiliate Agreement together with the Affiliate Sign Up Form and any other guidelines or additional terms as may be provided to you via email, our Website or other means (together the "Agreement") contain the complete terms and conditions that apply to your participation in LottoScope.com affiliate program ("Affiliate Program"). Where used in this Agreement, references to: (a) "you" "your" and/or "Affiliate" mean the individual or entity which applied as the "BENEFICIARY" for payment purposes on our sign up form as submitted at our Website ("Affiliate Sign Up Form"), and (b) "we", "our", "us", “the Company” means LottoScope Group Ltd, a company registered in London (registration number 12845741) with its registered office at 27 Old Glouchester Street, London, WC1N 3AX


1. GENERAL

1.1. This Agreement shall govern our relationship with you in relation to the Affiliate Program for the promotion of our Website/s.

1.2. You represent and warrant that:

1.2.1 Where the Affiliate is a natural person, you are aged 18 years or older (or the applicable legal age for gambling in your jurisdiction).

1.2.2 When you indicate your acceptance of these terms and conditions on the Affiliate Sign up Form, you fully understand and agree to all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.3 below).

1.3. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Any such modification will only take effect 30 days after the date of posting or sending of any such notice (whichever is the earlier). If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following such 30 day period will be deemed binding acceptance of the modification.


2. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

"Account" means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracker.

"Affiliate Fee" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the fees and payments terms set forth in the Website (as may be changed from time to time by us in our sole discretion).

"Affiliate Program Website(s)" means, the website located at the URL www.lottoscope.uk and at any URL with which we replace such URL from time to time and each of its related pages.

"Affiliate Section" means the password-protected area of the Website that is accessible to you and which provides additional functionality, including facilities to check relevant statistics, update your profile, and create additional Trackers, select Banners and/or Text Links.

"Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes our intellectual property rights) and any activity which constitutes Fraud Traffic under Section 3.11 below.

"Group Company" means any entity directly or indirectly controlling, controlled by, or under common control with the Company.

"Marketing Materials" means banners and text links (which includes Trackers which are made available by us on the Affiliate Section, that you may use to connect Players to our Services from your website) and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.

"Our Marks" means the words "lottoscope", and/or any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of the Lottoscope name and mark or any other name or mark owned from time to time by us.

"Player(s)" means any person who has opened an Account through your Tracker who has not held an Account with us before and made a successful deposit.

"Prohibited Jurisdictions" includes (i) territories that the site does not accept players from as defined in the LottoScope Website Terms and Conditions section 5.7; and (ii) such territories where the promotion, marketing and advertising of gambling is illegal; and (iii) any other such territories as we may elect and notify from time to time 

"Services" means any product or service provided to Players on the LottoScope’s Website(s).

"Spam" means any email or other electronic communication that you send which markets, promotes or otherwise refers to us, the Website(s) or our services from time to time, or which contains any Marketing Materials, Our Marks or Trackers and which breaches our Direct Marketing Rules set forth in Section 5 below.

"Tracker(s)" means the unique Tracking URL Codes that we provide exclusively to you, through which we track Players' and potential Players' activities and calculate Affiliate Fees.

"Tracking URL" means a unique hyperlink or other linking tool for referencing our Website or Services through which you refer potential Players. When the relevant Player opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.

"Website(s)" means the website(s) means the websites (including any device specific versions of such websites) and applications owned and/or operated by the Company or any of the Group Companies



3. SIGN UP AND VERIFICATION 

3.1 To become an affiliate within the Affiliates Program, you will have to complete and submit the Sign Up Form ("Application"). You shall provide true and complete information to us when completing the Affiliate Sign Up Form and promptly update such information if all or any part of it changes. 

3.1.1 The Company may, in its sole discretion, reject or terminate your Application to the Affiliate Program at any time for any reason. 

3.1.2 You shall have no right to appeal any decision by the Company to reject or terminate your Application.

3.2. In line with the European 4th and 5th Anti-Money Laundering Directive laws on the prevention of money laundering and financing of terrorism and in line with The Company’s Outsourcing Policy, you shall also provide us with any such other information as we may reasonably request from time to time to verify the accuracy and completeness of the information provided to us, such as copies of personal and, where applicable, company identification and registration documents.

3.2.1. The documents requested by the Company will typically include an identity card, certificate of incorporation (or any analogous document) and proof of address. If deemed necessary, the Company may request that copies of these documents are notarised by a Public Notary. If you fail to provide documents requested by the Company or if the Company suspects that you have tampered with any documents provided (or attempted to mislead or misrepresent in any other way), we may reject an Application or terminate any existing Agreement immediately on notice. We shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of our findings with regards to these documents.


4. TERMS AND CONDITIONS 

4.1. You shall market to and refer potential Players to the LottoScope’s Website(s). You warrant that your marketing activities do not run contrary to applicable law, nor be in clear violation of good practice or any company guidelines as provided and amended from time to time. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. 

4.2. You acknowledge that LottoScope holds a gambling licence in multiple countries and is subject to such countries’ local laws and regulations that relate to the promotion of gambling. In some countries where LottoScope holds a licence and promotes its services using the Affiliates, you acknowledge that you may be jointly responsible with LottoScope to the local gambling, data protection or advertising authority for any promotion or advertising done on our behalf that is not in compliance with the local laws and regulations.

4.3. You shall not, nor authorize, assist or encourage any third party to:

4.3.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable;

4.3.2. Develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of us and/or the LottoScope Website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location you are marketing;

4.3.3 Actively target any Country or Territory which is a Prohibited Jurisdictions as defined above;

4.3.4 Place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium: (a) infringes any third party's intellectual property rights; (b) copies or resembles the LottoScope Website in whole or in part; (c) disparages us or otherwise damages our goodwill or reputation in any way; or (d) frames any page of the LottoScope Website in whole or in part;

4.3.5. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising from (i) your breach of any law and/or regulation and/or binding instrument applicable to the marketing activities (ii) your not adherence with any specific instructions, including written policies you have received from us.

4.4. Further to Clause 4.3 above you shall not, nor authorize, assist or encourage any third party to:

4.4.1.  Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;

4.4.2.  In any way alter, redirect or in any way interfere with the operation or accessibility of the LottoScope Website or any page thereof;

4.4.3. Register as a Player on behalf of any third party, or authorize or assist (save by promoting the LottoScope Website and Services in accordance with this Agreement) any other person to register as a Player;

4.4.4. Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring;

4.4.5. Post, serve or publish any advertisements, communications or promotional content promoting the LottoScope Website, our Services or Our Marks or around or in conjunction with the display of the LottoScope Website(s) and/or any part or page thereof ;

4.4.6. Cause the LottoScope Website (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on banners or text links contained in or as part of any Marketing Materials;

4.4.7. Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Program;

4.4.8. Use any means to promote sites which resemble in any way the look and/or feel of the LottoScope Website whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the LottoScope Website (or any part of the LottoScope Website);

4.4.9. Violate the terms of use and any applicable policies of any search engines and/or social media platforms; or

4.4.10. Attempt to communicate to Players whether directly or indirectly to solicit them to move to any online site not owned by us or for other purposes without our prior approval.

4.5 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Website or otherwise from time to time and any applicable laws. Customized promotional materials provided to you may be at your cost and deducted from Affiliate Fees. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.

4.6. Approval. It is your responsibility to seek approval from the Company in time before the launch of any advertising campaign or creative, to ensure you have our written approval in relation to your advertising, and to be able to evidence such approval upon request.

4.7. Promotions. You shall not offer any incentive including a free-ticket, cash-back/value-back or similar promotion unless you have written approval from us.

4.8. Competitive Marketing. You shall not be entitled to market to potential Players (i) on any Internet site on which we promote the LottoScope Website; (ii) on any Internet search engine on which we promote the LottoScope Website; and (iii) in any other manner which results in you competing with us in relation to the promotion of the LottoScope Website. 

4.8.1. You warrant that you will use negative keywords for any type of paid advertisement campaign, which shall include, Our Marks and any other terms that fall within the scope of our Intellectual Property as defined in section 4. 

4.9. Non Assignment. Trackers are for your sole use and are not to be assigned to others without our written consent.

4.10. Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Account (directly or indirectly) through your Tracker(s) for your own personal use and/or the use of your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.

4.11. Player Information. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.

4.12. Responsible Gaming. The Company has a responsibility to protect minors and other vulnerable persons from gambling related harm.  You agree to abide by LottoScope’s guidelines as provided and amended from time to time. You warrant that you do not target any persons who are under the age of 18 or the legal age for gambling in their jurisdiction or any other vulnerable persons and convey (i) the legal age, (ii) a responsible gaming message and (iii) logos and links to sites of organisations that help vulnerable customers in all commercial communications conveyed on pages that link the potential player to our Website(s).

4.13. Activity Monitoring. You will immediately give us all such assistance as is required and provide us with all such information as is requested by us to monitor your activity under the Affiliate Program.

4.14. Remedies. If we determine, in our sole discretion, that you have breached any of the preceding terms, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately on notice. Additionally, you acknowledge and agree that you shall be solely liable for any damages that we may incur (including attorney fees and legal costs and any regulatory fines or penalties) if we determine, in our sole discretion, that you have breached any of the preceding terms.


5. INTELLECTUAL PROPERTY

5.1. You acknowledge that LottoScope Group Ltd and/or its affiliates and licensees, own all intellectual property rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, comprised in any and all of the Marketing Materials, the Website and Our Marks and nothing in this Agreement shall constitute any licence, assignment, transfer or any other rights of any Intellectual Property Rights.

5.2. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, you may not register or use any of Our Marks in any part of any domain name. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. 

5.3. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of Our Marks, and you hereby agree to transfer any such registration obtained by you to us upon demand. You further agree not to attack ownership of and title to Our Marks in any way.


6. REPORTS & PAYMENTS

6.1. Reports. We will track and report Player activity for purposes of calculating your Affiliate Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. In addition, daily reports will be available online for you to view new Players per Tracker.

6.2. Affiliate Fees. Unless otherwise agreed and subject to the terms of this Agreement and your full compliance with your obligations hereunder, Affiliate Fees accrued in any calendar month will be paid to you by the twentieth day of the following calendar month, after any deductions or set offs that we are entitled to make under this Agreement.

6.3. Minimum Payment and Time of Payment. Notwithstanding the foregoing, if for any calendar month the total amount due for all Trackers is less than or equal to US $20, due to the costs and resources involved in administering the program and processing payments hereunder, the balance will be carried over and added to the next month's Affiliate Fees until the total amount is more than US $20. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month.

6.4. Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Fees in respect of Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Fees in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Fees in respect of Fraud Traffic (as appropriate).

6.5. Method of Payment. All payments will be due and payable in United States Dollars or such other currency as we will determine. Payment will be made by wire transfer or any other method as we in our sole discretion decide; however we will use reasonable endeavors to accommodate your preferred payment method. Charges for payments will be covered by you and deducted from your Affiliate Fees. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your bank account.

6.6. It is your sole responsibility to ensure your payment details are at all times updated; in the event that we are unable to process a payment due to your payment details resulting incorrect or outdated, the balance due shall be carried over to the following month and the payment shall be made in accordance with Clause 4.2 above.

6.7. Player Tracking and Active Players. You understand and agree that potential Players must link and make deposits through using your Tracker in order for you to receive Affiliate Fees. In no event, are we liable for your failure to use Trackers. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.

6.8. Disputes. If you disagree with the monthly reports or amount payable you must immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report, or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Fees we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

6.9. Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to money laundering and/or the proceeds of crime.


7. DIRECT MARKETING RULES

If you plan to promote LottoScope Website through remote direct marketing means, such as emails, sms, direct messaging etc., you warrant that practices comply with the following:

7.1. You always prominently post and make available to end-­users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly disclose all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with our Affiliate Program and the provision of such personally identifiable information to LottoScope for use as intended by LottoScope.

7.2. You have clear and specific consent from the proposed recipient(s) before you send any such communications. The consent must have been given to you by way of an opt-in consent mechanism. Any such tick box must not be pre-populated;

7.3. The communication makes it clear that it is marketing LottoScope Website and/or Services;

7.4. If such communication includes any promotional offers (for example, the payment of free tickets to prospective Players) or any promotional competitions or games, that the promotion, competition or game is clearly identified as such and that any conditions which the prospective Player must meet in order to qualify for the promotion, competition or game are set out clearly and unambiguously in the communication;

7.5. You do not send any such communications to persons under the age of 18 or (if higher), the age of majority in the country of the proposed recipient(s) of any such communication;

7.6. You do not use any viral marketing techniques as part of your electronic marketing activities;

7.7. Any such communications only promotes us, our Services and/or by the LottoScope Website (and not any third parties, third party services and/or third party sites) and shall not include any content other than our Marketing Materials;

7.8. You include a true name in the communication (e.g. the "From" line of any email) and not a sales pitch or marketing message. Any such communication must clearly identify you as the sender of the communication and you shall not falsify or otherwise attempt to hide your identity;

7.9. You do not mislead the recipient(s) with regard to the content and purpose of the communication;

7.10. You provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication;

7.11. The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least thirty days after sending the communication. You also include a physical business address in any such communication;

7.12. You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any person who indicates (by whatever means) that they do not wish to receive any further marketing communications;

7.13. You do not send any such communications to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications

7.14. You do not actively target any person who you are aware or should reasonably know he/she self-excluded from gaming services.

7.15. Further, you are responsible for ensuring that your communications practices comply with all applicable laws and codes of practice, including, but not limited to: (i) The General Data Protection Regulation (EU) 2016/679 and 2002/58 on Privacy and Electronic Communications and any applicable local enactments thereof in relation to electronic marketing in the European Union, as amended from time to time; and (ii) the United States CAN-SPAM Act of 2003 (Public Law 108-187) in relation to any electronic marketing in the United States, as amended from time to time. 

8. TERM AND TERMINATION 

8.1. Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Sign Up Form and continue until terminated in accordance with the terms of this Agreement.

8.2. Termination by You. You may terminate this Agreement, with or without cause, immediately upon written notice to us. In addition, you may cease marketing the LottoScope Website any time you want.

8.3.    Termination by Us. We may terminate this Agreement, with or without cause, upon thirty (30) days written notice to you. Further, we may terminate this Agreement immediately, without notice, if you materially breach this Agreement and, where the breach is remediable, do not cure within fifteen (15) days of notice to cure.

8.4. In the event that we terminate this Agreement without cause and provided that:

(i) You are not in breach of the Agreement during the term of the Agreement or for the twelve-month period after the termination; and

(ii) You do not compete with us, including by engaging in Competitive Marketing, for the term of the Agreement and for the twelve-month period after the termination,

We will pay to you the Affiliate Fees for the twelve-month period after the termination.  For the sake of clarity, we will have no obligation with respect to paying you any part of the Affiliate Fee during such 12-month period: (i) in the event you terminate the Agreement; (iii) we terminate the Agreement with cause; or (iii) in the event you violates the Agreement.

8.5. Effect of Termination. The following will apply upon termination of this Agreement: (a) you shall stop promoting LottoScope Website and all rights and licenses given to you under this Agreement will terminate immediately; (b) you shall return all confidential information and cease use of any of Our Marks and the Marketing Materials; (c) we may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for new Players who subsequently become Players; and (d) provided that we have paid or do pay to you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.


9. LIABILITIES

9.1. No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR WEBSITE, LottoScope WEBSITE, OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE OR THE LottoScope WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

9.2. Billing and Collection Limitations. We may, in our sole discretion, use any available means to block or restrict certain Players, deposits or play patterns or reject the applications of potential Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

9.3. Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Website or Services or the LottoScope Website. In no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. You acknowledge and agree that you shall be solely liable for any damages, fines, or liabilities arising out of claims from us, the players, any third party, or any regulatory or governmental authority arising out of your acts and/or omissions.  In the event that we have any liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, our liability shall only be for direct damages arising from our breach of this Agreement and shall not exceed the revenues generated and paid or payable hereunder over the previous three (3) months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

9.4. Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising from your acts and/or omissions.

9.5. Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your acts and/or omissions.


10. INDEPENDENT INVESTIGATION

10.1. Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE LOTTOSCOPE WEBSITE OR SERVICES.


11. MISCELLANEOUS

11.1. Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign Up Form (or as subsequently updated by you to us in the event of change), and to us at affiliate@lottoscope.uk. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.

11.2. Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

11.3. Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the LottoScope Website to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.

11.4. Confidentiality and Non-Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

11.5. Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.

11.6. Assignment. Except where you have received our prior written consent, , you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

11.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of England, for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

11.8. Severability. Whenever possible, each provision of this Agreement will 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 other provision hereof.

11.9. Entire Agreement. This Agreement and any other guidelines or additional terms as may be provided and amended by us from time to time embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

11.10. Third Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.