TERMS & CONDITIONS
Important - Please read these terms and conditions carefully. If you have any questions, please send an email to email@example.com
This agreement (the “Agreement”) contains terms and conditions between Skyline Affiliates a company incorporated in British Virgin Islands with company number 2114040 whose registered office is at Woodbourne Hall, Road Town, Tortola (the “Skyline Affiliates”, “we”, “our” or “us”) and (“you” or “the Affiliate”) being a legal entity applying to register as a member of Skyline Affiliate Programme (the “Affiliate Programme”).
1. DEFINITIONS AND INTERPRETATION
1.1. Capitalised words and expressions in this Agreement shall have the meanings set out below:
“Admin Fee” refers to taxes, third-party commissions, and fees, financial transaction fees, chargebacks, cash backs, operator costs, legal costs, additional license fees.
“Affiliate” means you, the person or entity, who joins the Affiliate Programme.
“Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Programme and approved by us.
“Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Programme.
“Affiliate Programme” means the Skyline Affiliate Programme, under which the Affiliate agrees to promote the Brand Websites.
“Affiliate Marketing Channels” means any website(s) or other resources which are maintained and operated by the Affiliate (subject to the Excluded Affiliate Marketing Channels, as defined below), such as:
“Affiliate Personal Data” means any personally identifiable data in relation to any Affiliate that signs up to the Affiliate Programme.
“Brand Guidelines” means any guidelines and parameters for use of the Brand Marks that may be provided to the Affiliate by Skyline Affiliates from time to time and includes the Marketing Guidelines.
“Brand Marks” means the trademarks and logos of Skyline Affiliates and the Brand Websites.
“Brand Websites” means the websites promoted by us and offered within the Skyline Affiliates (royalwinner.com), as they may be from time to time, and all their related pages (including any device specific versions of such websites and any native applications relating to such websites), and any other websites (including any device specific versions of such websites and any native applications relating to such websites).
“Commencement Date” means the date on which acceptance of the Affiliate´s Application to join the Affiliate Programme is notified to the Affiliate by Skyline Affiliates.
“Commission” means the compensation due to the Affiliate based on the agreed Revenue Share percentage of Net Gaming Revenue, Cost Per Acquisition, or other reward plans as set out in clause 4.1.
“Confidential Information” means all knowledge, information, or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or its business and made available or provided by or on behalf of the disclosing party to the recipient party before, on and/or after the Commencement Date and all analyses and other documents prepared by or for the recipient party which contain or otherwise reflect any such information. It includes Player Data, the terms of this Agreement and information relating to:
i. any and all Intellectual Property Rights;
proprietary technology and products (including inventions whether patentable or not), including technical data, data record layouts, trade secrets, know-how, research, prototypes, improvements, processes, plans, designs, requirements, architecture, structures, models, methods, processes, product plans, databases and database tables, ideas or concepts, products, services, software, inventions, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering and hardware configuration information; and business or financial statements and projections, product pricing and marketing, financial or other strategic business plans, subscriber numbers and forecasts, content providers identity and business models.
“Cost Per Acquisition or (CPA)” means the Company pays an agreed fee per new Qualified Acquisition based on a set criteria.
“Data Protection Laws” means all laws, regulations, legislative and regulatory requirements and codes of practice applicable to the processing of Personal Data.
“Default Commission Model” means 30% of the Revenue Share including negative carryover.
“Excluded Affiliate Marketing Channels” means (including but not limited to) any form of email marketing, SMS marketing, piracy websites, torrent download webpages and spam.
“First Time Depositing Player” means a New Playerwho has made a first real money deposit with any of the Brand Websites via a legally owned financial instrument.
“Good Industry Practice” means all reasonable care, skill and diligence as may be expected of appropriately qualified and experienced persons with appropriate skill and experience in providing services of a similar scope, type, and nature to the services.
“Gross Gaming Revenue” means the value of the revenues generated by all players referred by the Affiliate across all products; the Gross Revenue would be equal to all (settled) bets less winnings.
“Group Company” means in relation to any company, any subsidiary or holding company of such company, or any subsidiary of such holding company, or any other entity controlling or controlled by such party from time to time (and “Group Companies” shall be construed accordingly).
“Intellectual Property Rights” means patents (including patents for software and business methods), rights to inventions, utility models and petty patents, trademarks, service marks, rights in get-up or trade dress, rights to goodwill or to sue for passing off or unfair competition, design rights, copyright and related and/or neighbouring rights, moral rights, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), trade, business and company names, domain names, and other intellectual property rights, in each case whether registrable, registered or unregistered, and including all applications and rights to apply for and be granted, all extensions and/or renewals of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Marketing Guidelines” means the documented guidelines which may be issued by us to you relating to how and where you market our Brands, and as may be updated from time to time.
“Net Gaming Revenue” calculated on a calendar monthly basis means the gross gaming revenue received by us via the Brand Websites from the Players less, total bonuses and Admin Fees. Net Revenue share amount will be calculated based on the following formula: Gross Revenue – Total Bonuses – Admin Fee = Net Revenue.
“New Player” means a new player on a Brand Website who has successfully opened an account with an Skyline Affiliates Brands.
“Negative Carry Over” means if the balance at the end of a settlement period is negative, then, unless otherwise agreed, the negative balance will be carried over to the upcoming month.
“Personal Data” shall have the meaning set out in the relevant Data Protection Laws.
“Player” means any person who creates a real money account on any of the Brand Websites.
“Player Bonus” means any funds added to Players´ accounts, excluding Winnings, to incentivise Players to increase their deposits and/or turnover (including bonus money, cash and any loyalty or reward points).
“Prohibited Material” means: (i) pornography and explicit content; (ii) material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any illegal activities; (iii) material that is defamatory, libellous, unlawful or otherwise objectionable; (iv) content that infringes or allegedly infringes the Intellectual Property Rights of Skyline Affiliates or any of our affiliated Group Companies, its licensors or any third party; and/or (v) viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
“Prohibited Terms” means the domain names, trademarks and other terms set out at Clause 7 together with any brand name, game name or other trademark or service mark (whether registered or not) that may from time to time vest in any of the Affiliate Group Companies or their licensors (other than the Brand Marks).
“Promotional Content” means all content promoting the Brand Websites to Players and potential Players that is: (i) made available to the Affiliate (and not subsequently withdrawn) by Skyline Affiliates; and (ii) created by or on behalf of the Affiliate, provided such content is approved by Skyline Affiliates in writing before the Affiliate uses such content.
“Referral Commission” has the meaning set out in clause 4.1.
“Revenue Share” means the percentage of Net Gaming Revenue payable to an Affiliate in relation to a Player on any Brand Website.
“Services” has the meaning set out in clause 3.1.
“Sub-Affiliate” means an affiliate introduced to us by an Affiliate, having no previous history of affiliation with Skyline Affiliates and set out in 4.3.
“Term” means the term of this Agreement, which commences on the Commencement Date and continues until this Agreement is terminated in accordance with its terms.
“Tracking Link” means a hyperlink (whether in the form of a text link, a graphical banner or otherwise) used by the Affiliate to link from the Affiliate Marketing Channel(s) to the Brand Websites, that incorporates a tracking code and which is placed on the Affiliate Marketing Channels that, when clicked on, results in the relevant Brand Website being viewable on the end user’s browser, which hyperlink is either: (i) provided or made available to the Affiliate (and not subsequently withdrawn) by or on behalf of Skyline Affiliates; or (ii) created by or on behalf of the Affiliate and approved by Skyine Affiliates in writing in advance.
“Valid Click” means a click on a Link on an Affiliate Website that results in any Brand Website being viewable to the relevant end user, as recorded by Skyline Affiliates´ systems.
i. any sums paid to Players by way of cash prizes that such Players have won when playing Games on the Brand Websites; and
ii. contributions booked in accordance with generally accepted accounting principles towards a progressive jackpot or similar product (irrespective of when such jackpot is actually paid out). It is acknowledged that the cost of progressive jackpots and similar products is spread across all affiliates.
2. THIS AGREEMENT
2.1. Please read this Agreement carefully in its entirety before joining the Affiliate Programme. By registering as an affiliate with the Affiliate Programme, you are agreeing to the terms and conditions of this Agreement, and this Agreement will become valid and binding as between you and us in its current format as set out below.
2.2. Skyline Affiliates will review the Affiliate´s application to participate in the Affiliate Programme and may, in its sole discretion, accept or reject such application. Skyline Affiliates may notify the Affiliate about any further information or other criteria that may be required from the Affiliate for the Affiliate to be accepted into the Skyline Affiliate Programme, and the Affiliate shall provide such further information and/or fulfil such criteria if they wish to be accepted into the Skyline Affiliate Programme. Without limiting the generality of the foregoing, Skyline Affiliates may reject the Affiliate´s application if the Affiliate Marketing Channels and/or any Marketing channel name owned or controlled by the Affiliate (whether used or intended to be used for the provision of the Affiliate Marketing Channels or otherwise):
(i) contains any Prohibited Material;
(ii) consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms (as define below); and/or
(iii) appears to have been registered in bad faith. For the Affiliate to be accepted into the Affiliate Programme, Skyline Affiliates may require that the Affiliate removes the foregoing material, and/or either transfers to an Skylline Affiliates or its licensors or (in Skyline Affiliates´ or such licensors´ sole discretion) deletes any such material. The Affiliate shall inform Skyline Affiliates about any such affiliate marketing channels owned by the Affiliate or under its control at the time the Affiliate makes its application to participate in the Affiliate Programme.
2.3. If the Affiliate is accepted into the Affiliate Programme, the Affiliate agrees to provide the Services (as defined below) to Skyline Affiliates on the terms of this Agreement. Affiliates takes its regulatory obligations seriously.
2.4. This Agreement replaces all previous terms and conditions for the Affiliate Programme. Skyline Affiliates may change these terms and conditions at any time. Skyline Affiliates shall publish the date on which any changes to this Agreement are made by way of an update. Your continued use of the Affiliate Programme following any change to this Agreement will constitute binding acceptance of such changes. If you do not agree to any such changes, you should terminate this Agreement pursuant to clause 15.2.
3.1. From the Commencement Date, the Affiliate shall:
3.1.1. subject to clause 7.5, post Tracking Links to the Brand Websites on the Affiliate Marketing Channels;
3.1.2. otherwise promote the Brand Websites, subject to and in accordance with the terms of this Agreement, (the “Services”).
3.2. The Affiliate shall ensure that it shall always use the most up-to-date Tracking Links and/or Promotional Content made available or approved by Skyline Affiliates at all times. The Affiliate shall not:
(i) use any hyperlink other than the Tracking Links to the Brand Websites;
(ii) disseminate any promotional material or marketing communications other than the Promotional Content; or
(iii) disseminate the Promotional Content by any other method than as directed by Skyline Affiliates.
3.3. If Skyline Affiliates requests any change to the Affiliate´s use and positioning of the Tracking Links and/or Promotional Content from time to time, the Affiliate shall promptly comply with such request within 24 hours of receiving the request for the change.
3.4. The Affiliate shall only place the Tracking Links on Affiliate Marketing Channels that have been approved by Skyline Affiliates in writing.
3.5. On Skyline Affiliates´ request, the Affiliate shall promptly provide to Skyline Affiliates such information as Skyline Affiliates may reasonably request to enable Skyline Affiliates to monitor the Affiliate´s compliance with this Agreement.
3.6. Affiliate shall inform to Skyline Affiliates of all the Affiliate Marketing Channels promoting Skyline Affiliate Brand Websites at all time.
3.7. By agreeing to participate in the Affiliate Programme, you are agreeing to use your best efforts to actively and effectively advertise, market and promote Skyline Affiliate Brand Websites in accordance with the provisions of the Affiliate Agreement and Skyline Affiliates instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Skyline Affiliate Brands best interest and will in no way harm Skyline Affiliate Brands reputation or goodwill. You may link to Skyline Affiliate Brand Websites using the Tracking Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.
3.8. You will not generate sales to the Skyline Affiliate Brand Websites by registering as a New Player whether directly or indirectly (for example by using associates, family members or other third parties). Such behaviour shall be deemed as fraud. You will also not attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage. Where you have any reasonable suspicion that any New Player and/or Sub-Affiliate referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same. You hereby recognise that any New Player and/or Sub-Affiliate found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not constitute a valid New Player and/or Sub-Affiliate under the Affiliate Agreement (and thereby no Commission shall be payable by us in relation to such New Players and/or Sub-Affiliate). We retain the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
4.1. In consideration for performance of the Services, Skyline Affiliates will pay to the Affiliate as agreed between the parties as part of the application process or otherwise, either:
(i) The Revenue Share; or
(ii) the Cost Per Acquisition (CPA); or
(iii) Fixed monthly fee
(iv) Hybrid commission – a combination of Revenue Share and CPA or Fixed monthly fee
(v) if applicable, Referral Commission for sub-affiliates.
4.2. In the event that the consideration for the Services has not been agreed between Skyline Affiliates and the Affiliate, the Default Commision Model shall apply.
Sub-Affiliate Terms and Conditions:
4.3. The following terms and conditions shall apply to You in respect of Sub-Affiliates. If You wish to introduce potential Sub-Affiliates to us, potential Sub-Affiliates will be required to complete and submit an Affiliate Application. We will assess the Sub-Affiliate application and may accept or otherwise reject such Affiliate Application pertaining to potential Sub-Affiliates as it deems appropriate, in its sole discretion:
(i) Upon our acceptance of a Sub-Affiliate to the Affiliate Program, each Sub-Affiliate will be required to accept the terms and conditions of the Affiliate Agreement.
(ii) Sub-Affiliates will receive Commission from us in accordance with the Affiliate Agreement. You shall be entitled to receive Commission from us based on the Commissions received by the Sub-Affiliates introduced by you to us (the “Sub-Affiliate Commission”). The Sub-Affiliate Commission due to you shall depend on the Commission Structure agreed between such Sub-Affiliate and us, regardless of the Commission Structure applicable to you. Sub-Affiliate Commissions is 5% revenue share.
(iii) For the sake of clarity, nothing herein shall entitle you to receive any Commission for sub-affiliates introduced by a Sub-Affiliate to us.
(iv) None of the following is permissible and is strictly forbidden at all times: (a) introducing yourself, an employee or a relative as a Sub-Affiliate, or, where the person entering into this Affiliate Agreement is a legal entity, neither the directors, officers nor employees of such legal entity or the relatives of such individuals, or legal entities forming part of the same group of companies as the Affiliate entity. For the avoidance of doubt, you shall not be entitled to any Sub-Affiliate Commission if: (i) you are a legal person, and the relevant Sub-Affiliate is your director, an officer of the entity, employee or agent or in any case an entity within the same group of companies as you; or, (ii) you are a natural person, and the relevant Sub-Affiliate is your employee, agent or relative; (b) offering, making available to or providing a Sub-Affiliate (including a potential Sub-Affiliate) an incentive – whether financial or otherwise – to act as, or, become a Sub-Affiliate; (c) attempt to use the Sub-Affiliate structure in any manner whatsoever in bad faith against us.
(v) If we determine, in our sole and absolute discretion, that you have done or attempted to do any of the aforesaid, we may immediately block your Affiliate Account/s, and/or retain any Commission and/or Sub-Affiliate Commission (as we may unilaterally decide) otherwise payable to you, and you will no longer be entitled, and, we will no longer be liable, to pay such Commission and/or Sub-Affiliate Commission to you.
4.3.1. As a general rule, negative carry over applies unless approved on a individual basis by Skyline Affiliates. If a no negative carry over is approved with the Affiliate, and the Affiliate has a negative monthly balance in respect of Commission payable by Skyline Affiliates, the Affiliate’s monthly balance is automatically reset to €0 at the beginning of each calendar month, to ensure that no negative balances are carried forward.
4.3.2. Skyline Affiliates shall provide the Affiliate with a statement setting out, in relation to each calendar month, Commission per Brand Website payable by Skyline Affiliates to the Affiliate in accordance with this Agreement.
4.3.3. Within fifteen (15) days of each calendar month, Skyline Affiliates shall pay the Commission due to the Affiliate in respect of the previous calendar month based upon the statement provided by Skyline Affiliates in accordance with clause 4.3.2.
4.3.4. Minimum payment thresholds depend upon the payment method selected by the Affiliate. If the balance of the Commission due to the Affiliate in respect of any calendar month is less than €100 the following payment thresholds, such Commission will be carried over into subsequent months until the thresholds have been reached.
4.4. Affiliate bank details must be updated before close of business [CET] on the last day of a month for payment as per clause 4.3.2 of the following month. Skyline Affiliates will not be held responsible for any loss of funds, delay in payments, bounce-back fees, or any other issues that may arise if the payment details are not up to date by the given time frame.
4.5. If an Affiliate provides incorrect bank details and a payment is unsuccessful and returned to Skyline Affiliates by its bank payment processor, Skyline Affiliates will investigate and notify the Affiliate and request corrected bank account details. Such unsuccessful payments will only be credited to the Affiliate´s corrected account details once Skyline Affiliates has been notified by its payment processor that the payment has been successfully retrieved. The Affiliate will have the bank charges associated with any such error deducted from its Commission.
4.6. Skyline Affiliates reserves the right to withhold payment of the Commission to an Affiliate if: (i) it believes or suspects that any transaction or other activity relating to any Tracking Link, the Skyline Affiliates Website, the Affiliate Website, or any Brand Website is suspicious, fraudulent and/or involves or may involve financial crime or similar activity; or (ii) there is a breach or suspected breach of clause 3.8 by the Affiliate. In such event, Skyline Affiliates reserves the right to retain any revenues relating to that transaction or activity and any other revenues relating to the Affiliate.
4.7. The Affiliate shall be entitled to receive the Commission exclusively for real-money Players. Affiliates will earn lifetime standard commission for the referred Players. The commission is offered on a lifetime basis as long as the Affiliate keeps promoting Skyline Affiliate brands, and Affiliate Marketing channels remain updated and operative.
4.8. Where the arrangement is based on a Revenue Share, if no gaming revenue is generated for a continuous period of 60 days (i.e. two consecutive months), your account will become dormant without prior notification. If no new First Time Depositing Player is sent within the subsequent 30 days, thereafter, any funds remaining in your account will be removed and your account will be closed.
5. AFFILIATE IDENTITY
5.1. Verification of Identity. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data.
5.2. Supporting Documentation. You agree to provide us any supporting documents in case to be requested by us. You are aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all the following for individuals: valid passport or ID copy; a copy of a utility bill; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certification of incorporation; articles of association (or equivalent document); a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.
5.3. Failure to Provide Documentation. Should you fail to provide the documentation as set out in 5.1 and 5.2 above, then your registration with Skyline Affiliates will be automatically rejected. Should you fail to provide any further supporting documentation as we may require during our relationship with you, then we reserve the right to immediately terminate this agreement and will withhold any monies due to you
6. HIGH-ROLLER POLICY
6.1. In any given month, if a Player generates a negative revenue share commission for the Affiliate of at least €5,000 (or currency equivalent), he/she will be deemed to be, for the purposes of this section, a 'High-Roller'. Then, the following High-Roller policy shall apply:
(i) The negative commission generated by the High-Roller Player will be removed from the affiliate total commission balance for that particular month.
(ii) The High-Roller Player will be removed from the affiliate tracking list and the High-Roller Player will not generate any positive or negative commission for the Affiliate until the High-Roller Player becomes profitable for the brand covering all previous losses.
(iii) This policy is applicable on Skyline Affiliates sole discretion and we reserve the right to not apply the policy even after the scenario described above meets all requirements.
7. AFFILIATE OBLIGATIONS
7.1. The Affiliate shall provide the Services in accordance with Good Industry Practice.
7.2. The Affiliate shall meet and maintain all Player registration requirements relating to the Brand Websites (including that the Player must be at least 18 years of age to register as a Player of the Brand Websites).
7.3. The Affiliate shall not provide the information of another person with the intention of impersonating that person or deceiving Skyline Affiliates or other affiliates as to its true identity.
7.4. The Affiliate shall refrain from marketing the Affiliate Marketing Channels in any way that might compete with Skyline Affiliates and/or its licensors´ own marketing efforts unless the Affiliate has received prior written approval from Skyline Affiliates in such regard. Without limiting the generality of the foregoing the Affiliate shall not drive pay-per-click traffic to the our Brand Websites, including via any search engine, directory or online database, by bidding on search terms, key words or other identifiers that consist of, include or are confusingly similar to (i) any of the Brand Marks; and/or (ii) any of the Prohibited Terms.
7.5. The Affiliate shall not use misleading links or Promotional Content or cause any links to open in an end user´s browser other than because of the end user making a Valid Click.
7.6. The Affiliate shall not:
(i) apply for, or obtain, registration of any of the Brand Marks or Prohibited Terms for any goods and services anywhere in the world.
(ii) apply for, or obtain, registration of any trademark or service mark anywhere in the world which consists of, includes, or is confusingly similar to the Brand Marks or Prohibited Terms or any of them; or
(iii) apply for, or obtain, registration of any domain name or sub-domain anywhere in the world which consists of, includes, or is confusingly similar to the Brand Marks or Prohibited Terms or any of them.
7.7. Except as expressly set out in this Agreement, the Affiliate shall not use in its business (including as, or as part of, its corporate or trading name or logo), or on or in relation to the Affiliate Marketing Channels, any trademark or service mark which consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms.
7.8. The Affiliate shall not copy and shall otherwise ensure that the Affiliate Marketing Channels does not have the look and feel of, the whole or any part of any of the Royal Winner Brand Websites.
7.9. The Affiliate shall not use any promotional content or hyperlinks of any kind other than Promotional Content or Tracking Links in relation to Skyline Affiliates Brand Websites.
7.10. The Affiliate shall not place or send any Tracking Links or Promotional Content in news groups, sms or unsolicited email.
7.11. If any form of spam is sent (or alleged to have been sent) by or on behalf of an Affiliate, Skyline Affiliates may, at its sole discretion, terminate this Agreement (and all other agreements with such Affiliate) immediately on written notice to the Affiliate and withhold all funds then due. Skyline Affiliates (or any our Group Companies) may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at Skyline Affiliates´ sole discretion, be deducted from the Commission from time to time. Should these expenses not be covered by the Commission, the Affiliate hereby agrees to indemnify and hold harmless Skyline Affiliates and all our Group Companies from and against all losses, damages, costs, expenses, liabilities, and claims (including reasonable legal expenses) incurred by or awarded against Skyline Affiliates or any our Group Company due to or in connection with any breach by the Affiliate of this clause 7.11.
8. AFFILIATE ACCOUNTS
8.1. The Affiliate shall be responsible for maintaining the confidentiality of its email, password and all usage and activity on its Affiliates account, including use of such account by a third party authorised by the Affiliate to use its account.
8.2. The Affiliate shall notify Skyline Affiliates by email at firstname.lastname@example.org of any known or suspected unauthorised uses of its account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of its email and/or password.
8.3. The Affiliate agrees that Skyline Affiliates may rely on any data, notice, instruction, or request furnished to it by the Affiliate or by a person reasonably believed by Skyline Affiliates to be authorised to act on the Affiliate´s behalf.
8.4. Affiliate Marketing Channels that comprise cashback and/or incentive websites are allowed to participate in the Affiliate Programme provided that such participation is subject to the prior approval of Skyline Affiliates, at it’s sole discretion.
8.5. Affiliate can only possess both an affiliate and a player account as long as the player account is separated from their affiliate account and is not linked to any other affiliate .
9. DATA PROTECTION AND MARKETING
9.1. For the purposes of this agreement the terms controller, data subject, personal data, process (and its cognate terms) and processor shall have the meaning given to them in the relevant Data Protection Laws.
9.2. Affiliate warrants to always comply with the Data Protection Legislation including, without limitation, ensuring that Affiliate Personal Data: (i) is collected fairly, lawfully and transparently; (ii) processed in accordance to a lawful condition as set out in the relevant Data Protection Laws; and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data.
9.3. The Affiliate warrants that no direct marketing to Players shall be carried out without the prior written approval of Skyline Affiliates.
9.4. Affiliate shall notify us immediately in the event that they breach (or suspect that you have breached) any of the warranties in this clause 9.
9.5. Affiliate shall notify us immediately in the event that any Affiliate Personal Data makes a complaint to you, or where any competent data protection regulator contacts you, in respect of direct marketing or your processing of such personal data.
9.6. We may, from time to time, request that the Affiliate provide evidence of your compliance with this clause 9 and you shall provide such evidence within five (5) days of receipt of such request.
9.7. Affiliate shall ensure that all processors acting on your behalf pursuant to this Agreement are bound by contractual terms no less onerous than the standards prescribed by the Data Protection Laws.
9.8. Affiliate shall provide us with all such assistance as necessary in respect of data breaches, claims and requests for information made against us in respect of any communications sent by you pursuant to this Agreement, in particular, any investigations made by a competent data protection regulator.
9.9. Affiliate shall ensure that any communications sent by you or any of your processors are duly tagged to allow tracking in the event that they are forwarded to us as part of a complaint.
10.1. Each party represents and warrants to the other that it has and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all its obligations under this Agreement.
10.2. Affiliate warrants, represents, and undertakes (as applicable) on a continuing basis that:
(i) the Affiliate Marketing Channels, any content thereon, and any domain name or sub-domain associated with the Affiliate Marketing Channels:
(ii) is not aimed at children;
(iii) does not contain any Prohibited Material or (other than as permitted by this Agreement) any Brand Mark or Prohibited Term;
(iv) does not infringe the rights (including the Intellectual Property Rights) of any third party; and
(v) is solely owned and/or controlled by the Affiliate;
(vi) it shall always comply with any and all applicable Brand and Marketing Guidelines;
(vii) it has obtained and shall maintain all necessary registrations, authorisations, consents, and licences to enable it to fulfil its obligations under this Agreement;
(viii) it shall perform its obligations under this Agreement in accordance with Good Industry Practice;
(ix) it shall not make, and shall procure that none of its employees make, any defamatory or derogatory statements about, or take part in any activities which are or might reasonably be perceived to be derogatory of or detrimental to the reputation of any of the Brand Websites, Skyline Affiliates or Group Company;
(x) it shall comply with all applicable laws, including Data Protection Laws;
(xi) it has not violated any applicable laws;
(xii) it shall not intercept or complete any registration form submitted by Players or potential Players to Skyline Affiliates (and/or any other communications between any such persons and Skyline Affiliates) ;
(xiii) it shall not intercept, redirect, or otherwise interfere with traffic from the website of any other Affiliates;
(xiv) all information it submits to Skyline Affiliates on the application form and in all other communications between the parties is complete and accurate; and
(xv)it will not make any application to register any trade or service mark, business name, company name, domain name or sub-domain which consists of, includes or is confusingly like any Brand Mark or Prohibited Term.
10.3. The Skyline Affiliates Website, Brand websites, Brand Marks, Tracking Links, Promotional Content are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including implied warranties of the ability and fitness for a particular purpose of Skyline Affiliates Website, the Promotional Content or the Brand Websites, unless such warranties are legally incapable of exclusion. Skyline Affiliates does not guarantee that:
(i) Skyline Affiliates Website or the Brand Websites will be uninterrupted or error-free;
11.1. Without prejudice to Skyline Affiliates´ other rights or remedies under this Agreement, the Affiliate shall fully indemnify and hold harmless Skyline Affiliates and the Skyline Affiliates Group Companies, and the affiliates, employees, officers and directors of Skyline Affiliates or Group Companies (together, the “Indemnified Parties”) from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) suffered by or incurred, directly or indirectly, by the Indemnified Parties resulting from, arising out of, or in any way connected with:
(i) any breach by the Affiliate of any of the warranties set out in clause 10 (Warranties);
11.2. The Affiliate shall not use the name of any Skyline Affiliates or Group Company or its licensors in any action or claim without the prior written consent of Skyline Affiliates.
11.3. The Affiliate shall, if requested by Skyline Affiliates, give full co-operation (at the Affiliate’s cost) to Skyline Affiliates or any other Indemnified Party in any action, claim or proceedings in respect of which the Affiliate indemnifies the Indemnified Parties pursuant to this clause 11.
12. LIMITATION OF LIABILITY
12.1. Neither Skyline Affiliates or any Group Company shall be liable to the Affiliate or to any third party in contract, tort (including negligence) or howsoever arising for any:
(i) loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; or
12.2. Nothing in this Agreement shall exclude or limit either party´s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury resulting from its negligence or the negligence of its employees or agents; or (iii) any other matter which cannot be excluded or limited by applicable laws.
12.3. The total aggregate liability of Skyline Affiliates to the Affiliate for loss or damage under or in connection with this Agreement and in connection with any event or connected series of events shall not exceed the total Commission paid to the Affiliate by Skyline Affiliates in the 6 months preceding the date on which the liability occurred. This clause shall not limit Skyline Affiliates´ liability to pay any sums due to an Affiliate pursuant to clause 4.
13. GRANT OF RIGHTS
13.1. Subject to the Affiliate´s compliance with this Agreement, Skyline Affiliates hereby grants to the Affiliate a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty free licence, during the Term, to use the Brand Marks solely in connection with:
(i) making the Tracking Links available on Approved Affiliate Marketing Channels for the purpose of performing the Services; and
(ii) marketing the Brand Websites through Promotional Content provided by Skyline Affiliates (including by emailing persons who have consented to receive such marketing), in each case solely in the manner directed or otherwise consented to in advance by Skyline Affiliates and in accordance with all applicable laws, any and all applicable Brand Guidelines, and this Agreement.
13.2. If and to the extent that any Tracking Links and/or Promotional Content are created by or on behalf of the Affiliate, the Affiliate hereby irrevocably and unconditionally assigns to Skyline Affiliates with full title guarantee all right, title and interest (including Intellectual Property Rights) worldwide in perpetuity in and to such Tracking Links and/or Promotional Content without restriction. The Affiliate waives all “moral rights” under the Copyright Designs and Patents Act 1988 in such Tracking Links and/or Promotional Content (and all similar or equivalent rights in any jurisdiction), and hereby grants to Skyline Affiliates all the consents required by Skyline Affiliates to exploit such Tracking Links and Promotional Content, without limitation so far as possible in perpetuity for any purpose. The Affiliate shall only use such Tracking Links and Promotional Content for the purpose of fulfilling its obligations hereunder and shall only do so with Skyline Affiliates prior written consent.
13.3. The Affiliate shall not use the Brand Marks for any purpose not authorised hereunder and shall not make any alteration to or modification of any of the Brand Marks without the prior written consent of Skyline Affiliates and/or its licensors (as applicable).
13.4. The Affiliate acknowledges and agrees that other than in accordance with the licences granted to it pursuant to this clause 13:
(i) it neither has nor obtains any right, title or interest in or to the Brand Marks or Intellectual Property Rights of Skyline Affiliates or its licensors (including any such right, title or interest as may exist in the Brand Websites, the Prohibited Terms, the Brand Marks, the Tracking Links, the Promotional Content and any Player Data); and
(ii) all right, title and interest (including goodwill) arising from the Affiliate´s use of the Brand Marks and any Intellectual Property Rights belonging to Skyline Affiliates, or its licensors will vest in and/or accrue to Skyline Affiliates or its licensors (as applicable). The Affiliate agrees to enter a confirmatory assignment of any such right, title, interest and/or goodwill, if requested by Skyline Affiliates or its licensors.
13.5. The Affiliate shall not do, cause or authorise, or omit to be done, anything which in Skyline Affiliates´ reasonable opinion will or may in any way impair, damage or be detrimental or adversely affect the reputation or goodwill associated with Skyline Affiliates (or its licensors) or any of the our Group Companies, the Brand Marks, or the Intellectual Property Rights vested in Skyline Affiliates (or its licensors) or any our Group Company (or any of their respective licensors). The Affiliate shall not use the Brand Marks or Intellectual Property Rights of Skyline Affiliates (or its licensors) or any our Group Company (or any of their respective licensors) in any manner likely to cause harm to the distinctive character or validity of those Brand Marks or Intellectual Property Rights.
13.6. Skyline Affiliates and/or its licensors shall, in their absolute discretion, decide what action to take (if any) in respect of any infringement of the Brand Marks or any Intellectual Property Rights that may from time to time be vested in any our Group Company and/or their licensors. Skyline Affiliates and/or its licensors shall have exclusive control over, and conduct of, all claims and proceedings arising out of or in connection with such Brand Marks and other Intellectual Property Rights and shall be entitled to retain all sums recovered in any action for their own account. The Affiliate shall not make any admissions other than to Skyline Affiliates and/or its licensors and shall provide Skyline Affiliates and/or its licensors with all assistance that they may reasonably require in the conduct of any claims or proceedings.
13.7. Skyline Affiliates and/or its licensors may at any time in their sole discretion, with or without notice to the Affiliate, and with no further liability to the Affiliate.
(i) modify any of the Brand Marks or Brand Websites; and/or
(ii) discontinue, withdraw, terminate, or cease using any of the Brand Marks or Brand Websites included in the Affiliate Programme. In such event this Agreement shall automatically terminate in relation to the relevant Brand Mark(s) and/or Brand Website(s).
13.8. The Affiliate agrees to promptly do and/or procure the doing of all things and to sign and execute and/or procure the signing and execution of all such documents and deeds as may be required in order to perfect and protect or enforce any of the Brand Marks, Brand Websites or Intellectual Property Rights of Skyline Affiliates, any our Group Company and/or their licensors, and to ensure that all right, title and interest (including Intellectual Property Rights) that may in this Agreement be expressed to vest in Skyline Affiliates or any Group Company and/or their licensors shall so vest.
14. CONFIDENTIAL INFORMATION
14.1. Subject to clauses 14.2, each party undertakes that it will not at any time hereafter use, divulge or communicate to any person (except to its professional representatives or advisers and any employees, agents or subcontractors who need to know such information for the performance of this Agreement and provided that such party shall inform each of them of, and procure their compliance with the terms of this clause 14), the terms of this Agreement or any Confidential Information concerning the other party or any Group Company of such other party which may have or may in the future come to its knowledge. Neither party shall use any such Confidential Information except for the performance of this Agreement.
14.2. The obligation of confidentiality contained in clause 14.1 shall not apply or (as the case may be) shall cease to apply to Confidential Information which:
(i) at the time of its disclosure by the disclosing party is already in the public domain, or which subsequently enters the public domain, other than by breach of this Agreement by the receiving party;
(ii) is already known to the receiving party (as evidenced by written records) at the time of its disclosure by the disclosing party and was not otherwise acquired by the receiving party from the disclosing party under any obligations of confidence;
(iii) is at any time after the Commencement Date acquired by the receiving party from a third party having the right to disclose the same to the receiving party without breach of obligation owed by that third party to the disclosing party;
(iv) is required to be disclosed by Applicable Laws or order of a court of competent jurisdiction or government department or agency, provided that prior to such disclosure the receiving party shall, wherever possible and permitted by Applicable Laws, advise the disclosing party of the proposed form of the disclosure;
(v) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or
(vi) the disclosing party informs the receiving party in writing is not Confidential Information.
14.3. Skyline Affiliates shall be entitled to disclose Confidential Information relating to the Affiliate (which may include contact details and other Personal Data) to its licensors or other third party complainants (or their professional advisers) if Skyline Affiliates believes (in its sole discretion), or a third party alleges, that the Affiliate: (i) has infringed the rights of Skyline Affiliates, its licensors or any third party or has otherwise incorporated any Prohibited Material into the Affiliate Website; (ii) has registered any domain name or sub-domain in bad faith; (iii) is in breach of any Applicable Laws or regulatory requirement; or (iv) has sent or caused to be sent any form of spam.
14.4. Neither party shall make any public announcements with respect to any aspect of this Agreement or its relationship with the other party without the prior written approval of the other party for each announcement.
15. TERM AND TERMINATION
15.1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with the terms of this Agreement.
15.2. This Agreement may be terminated by either Party for any reason upon 3 days´ prior written notice to Skyline Affiliates.
15.3. If the Affiliate serves notice to terminate this Agreement in accordance with its terms, Skyline Affiliates shall be entitled to terminate (in such notice or in a separate notice) any or all other agreements that it has with the Affiliate at the time of termination of this Agreement.
15.4. We may terminate this Agreement, without cause at any time, upon written notice to you. We may send such written notice via email to such email address, you have provided to us.
15.5. Without prejudice to the generality of the foregoing, we may terminate this Agreement if we determine (in our sole discretion) that your Affiliate Channel(s) is/are unsuitable or no profitable for Skyline Affiliates Brand Websites. Unsuitable sites include, but are not limited to, those that: are aimed at children or vulnerable adults, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights.
15.6. Either party may terminate this Agreement immediately on written notice if the other party commits a material breach of any term of this Agreement that is irremediable or, if remediable, is not remedied by the other party within 7 days of the day on which such breach first occurred.
15.7. Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 10 Insolvency Act 2011 (Gibraltar) or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject.
(i) For the avoidance of doubt, termination of the Agreement will automatically end the Affiliate’s participation in the entire Affiliate Programme and revocation of all privileges and licences granted hereunder. In particular: The Affiliate shall no longer be entitled to derive any further Commission, although subject to the terms of this Agreement, we shall pay to you the Commission accrued prior to the date of termination;
(ii) The Affiliate shall no longer be able to access the Brand Websites or the relevant part of it except when authorised to do so by us for a specific purpose;
(iii) The Affiliate must remove from the Affiliate Website and cease to use and/or distribute (in any way) all relevant Brand Marks and Promotional Content, and disable all relevant Tracking Links;
(iv) The Affiliate shall immediately stop promoting the Brand Websites and all rights and licences given to you under this Agreement will terminate immediately.
(v) Within 5 days of termination of this Agreement in its entirety, the Affiliate must immediately return to Skyline Affiliates or (in Skyline Affiliates´ sole discretion) destroy or permanently delete all the property in the Affiliate´s possession or under its control that either (i) belongs to Skyline Affiliates, and our Group Company and/or any of their licensors; and/or (ii) contains any Confidential Information of Skyline Affiliates or any our Group Company; (iii) You will return to us any Confidential Information and all copies of it in your possession and control, and will cease all uses of all Intellectual Property Rights.
15.8. For the avoidance of doubt termination will not release you from any liability arising from any breach of this Agreement that occurred prior to termination.
15.9. If Skyline Affiliates terminates this Agreement or any part of it due to a breach by the Affiliate, Skyline Affiliates retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs and which relates to that portion of the Agreement that has been terminated.
15.10. After termination, the Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement.
15.11. If Skyline Affiliates continues to permit Players who have clicked on Tracking Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
15.12.The following clauses of this Agreement shall survive termination of this Agreement: 8, 10, 11, 13.2, 13.4, 13.3, 14, 15.7, 15.8, 15.9, 15.10, 15.11, 16, 17, 18 and 19, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement.
16. REGULATORY MATTERS
16.1. The Affiliate shall provide such information to the Skyline Affiliates or Group Company as any such party may reasonably require to satisfy any information reporting, disclosure and other related obligations to any Gaming Authority from time to time. The Affiliate shall cooperate with requests, inquiries, investigations, and the like of any Gaming Authority in connection with the performance of this Agreement, including the disclosure of information to any Gaming Authority that would otherwise be considered confidential pursuant to clause 14 of this Agreement.
16.2. Any Skyline Affiliates or Group Company shall be entitled to terminate this Agreement immediately on notice to the Affiliate if, in such party’s reasonable opinion, the Affiliate is in breach of any relevant advertising law, regulation or code of practice (including the UK Code of Non-broadcast, Advertising, Sales Promotion and Direct Marketing and the Gambling Industry Code for Socially Responsible Advertising, if applicable) and/or the Brand Guidelines.
16.3. No payments or undue financial or other advantage of any kind shall be made by the Affiliate or its personnel, directly or indirectly, to any entity, government, corporation, or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business. The Affiliate shall:
(i) comply with all applicable laws, statutes and regulations relating to anti-bribery and/or anti-corruption.
17. RESTRICTED JURISDICTIONS
17.1. Brand Royal Winner player country restriction: We cannot open player accounts, or process bets or financial transactions, for individuals residing in: Afghanistan, Albania, Algeria, American Samoa, Angola, Austria, Australia, Bahamas, Belarus, Barbados, Belgium, Bolivia, Botswana, Bulgaria, Burkina Faso, Cambodia, Cayman Islands, Croatia, Cuba, Cypus, Czech Republic, Democratic Republic of the Congo, Denmark, Ecuador, Estonia, Ethiopia, France, Germany, Ghana, Greece, Guam, Guyana, Haiti, Hungary, Iceland, India, Indonesia, Iran, Iraq, Israel, Italy, Jamaica, Jordon, Kenya, Latvia, Lithuania, Luxembourg, Mali, Malta, Martinique, Mauritius, Monaco, Mongolia, Morocco, Mozambique, Netherlands, Nigeria, North Korea, Northern Mariana Islands, Papua New Guinea, Phillippines, Poland, Portugal, Romania, Russia, Samoa, Sao Tome and Principe, Senegal, Serbia, Sierra Leone, Singapore, Slovakia, Slovenia, South Africa, South Sudan, Spain, Sri Lanka, Sudan, Sweden, Switzerland, Syria, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, UAE, Uganda, Ukraine, United Kingdom, United States, Vanuatu, Vietnam, Yemen, Zimbabwe. We reserve the right to amend the list of countries from which it will not open accounts, or process bets or financial transactions from time to time at its sole discretion. If you open or use the Website while residing in a Restricted Jurisdiction: your account may be closed by us immediately; any winnings and bonuses will be confiscated and remaining balance returned (subject to reasonable charges), and any returns, winnings or bonuses which you have gained or accrued will be forfeited by you and may be reclaimed by us; and you will return to us on demand any such funds which have been withdrawn.
17.2. You should not advertise in the Dutch Language or any websites with a .NL extension (TLD) or use any promotional material that is typically associated with the Netherlands, for example, Dutch Flags, Tulips, Clogs, Stroopwafels, Windmills or payment methods used primarily by Dutch residents or other recognisable symbols.
18.1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise any party to act as agent for any other, or create an employee-employer relationship, and no party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way or to hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other unless expressly provided otherwise in this Agreement.
18.2. Unless expressly so agreed, no modification or variation of this Agreement shall constitute or be construed as a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under this Agreement which have already accrued up to the date of such modification or waiver, and the rights and obligations of the parties under this Agreement shall remain in full force and effect, except and only to the extent that they are so modified or varied.
18.3. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
18.4. Notwithstanding the covenants for title made in clause 13.2, the Affiliate shall at the cost and expense of Skyline Affiliates execute or cause to be executed all such other documents and do or cause to be done all such further acts and things consistent with the terms of this Agreement as Skyline Affiliates may from time to time reasonably require in order to vest in and secure to Skyline Affiliates and its successors in title the full benefit of the assets, rights and benefits to be transferred or granted to Skyline Affiliates under this Agreement and for the protection and enforcement of the same and otherwise to give full effect to the terms of this Agreement.
18.5. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties (or any of them) in relation to such subject matter. In entering into this Agreement, the parties have not relied on any statement, representation, 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 this 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.
18.6. Save as set out in clause 18.7, neither party shall without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) 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 its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
18.7. The Affiliate shall not be entitled to sub-contract, assign or sub-licence any of its rights or obligations under this Agreement without obtaining the prior written consent of Skyline Affiliates. Skyline Affiliates shall be entitled to sub-contract any or all of its obligations and/or sub-license or assign any or all of its rights under this Agreement at any time.
18.8. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some parts of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
18.9. This Agreement is for commercial use only, and neither the Affiliate nor its employees, or their family members, friends or associates may make purchases, directly or indirectly, through the Tracking Links for its or their own personal use or to fraudulently increase the Commission or for other fraudulent purposes.
18.10. Affiliates will not knowingly benefit from known or suspected traffic not generated in good faith whether it actually causes damage to Skyline Affiliates. Skyline Affiliates reserves the right to retain all amounts due to the Affiliate under this Agreement if it has reasonable cause to believe that such traffic has been caused with the Affiliate´s knowledge. Even if the Affiliate has not knowingly generated such traffic, Skyline Affiliates reserves the right to withhold the Commission with respect to such traffic.
18.11. Skyline Affiliates reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Programme at any time. Skyline Affiliates recommends that the Affiliate checks this Agreement for changes regularly. The Affiliate may either agree to such changes or terminate this Agreement in accordance with the terms of this Agreement.
18.12. Any notice relating to a breach of this Agreement, a claim under clause 11 of this Agreement, or termination of this Agreement, shall be in writing and shall be served by hand, prepaid first class recorded delivery (including special delivery), courier or prepaid first class recorded airmail to Skyline Affiliates´ address as set out above or the Affiliate´s address as stated in its Affiliate Programme application (as applicable). Any notice properly sent or delivered in accordance with the foregoing shall be deemed to have been received: (i) if delivered personally by hand, on the day and at the time of delivery if delivered between 09.00 and 17.00 CET on any working day and otherwise at 09.00 on the next working day; (ii) if sent by first class recorded delivery (including special delivery), at 09.00 on the 2nd working day after posting; (iii) if sent by prepaid first class recorded airmail, at 09.00 on the 5th working day after posting; and (iv) if sent by courier, at the time of signature on the courier´s receipt if delivered at or before 17.00 on any working and otherwise at 09.00 on the next working day.
19. GOVERNING LAW AND JURISDICTION
19.1. The validity, construction, and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability or formation) shall be governed by and construed in accordance with the laws of Gibraltar.
19.2. Each party irrevocably submits to the exclusive jurisdiction of the courts of Gibraltar over any claim, dispute or matter arising under or in connection with this Agreement (including non-contractual disputes or claims) or its enforceability or formation or the legal relationships established by this Agreement and waives 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.