AFFILIATE TERMS & CONDITIONS
The following is an agreement (this “Agreement" or “Terms and Conditions”) by and between ourselves, operating the Tipbet Affiliate Program (hereinafter referred to as “Tipbet” or “us”), and you (hereinafter referred to as “Affiliate” or “you”), which contains the terms and conditions that apply to all members of our Tipbet Affiliate Program.
Please carefully read this Agreement in its entirety. By using this website and/or registering up as an affiliate with the Tipbet Affiliate program, you have agreed to be bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you and us.
If you do not agree to the Terms and Conditions (or if you are not authorised to do so), you should not participate in the Tipbet Affiliate Program, or (if you have already registered for the Affiliate Program) you should send an email to firstname.lastname@example.org to terminate this Agreement to avoid misunderstandings. If you have any questions about the Terms and Conditions or any questions in general, please send them to the same email address. These Terms and Conditions, the Affiliate Registration Form completed by you and other policies or additional provisions which we have provided to you by email or via our website [https://www.affiliates.tipbet.com] constitute the conditions that apply for your partnership with Tipbet in their entirety.
For the purpose of this Agreement the following words will have the following meaning:
“Affiliate controlled source” is defined by any source from which Affiliate generates visitors to a Tipbet website. Including, but without limitation to websites, email marketing, offline campaigns, paid search and banner display advertising.
“Affiliate tracking link” means the link provided to Affiliate by Tipbet which assists Tipbet to identify Affiliate or assists Tipbet to identify the visitor visiting any of the Websites as having been directed there by Affiliate from an Affiliate controlled source;
“Bonus Code” means the code established by Tipbet and/or Affiliate to assist them in recognizing the visitor visiting any of the Websites as having been directed there by Affiliate from an Affiliate controlled source and as having special privileges with Tipbet;
“Confidential Information” means confidential and/or proprietary information of the other Party, whether communicated orally or in writing, including, without limitation, information of the other Party concerning inventions, marketing material, trade secrets, know-how, methods, processes, techniques, code, technologies, existing and potential customer and clients lists, financial information, strategic business plans, other technical, business, and operational information as well as the terms and conditions of this Agreement;
“Commission” means the fees stipulated in Clause 3 below.
“Gross Revenue” means the value of the revenues generated by all Qualifying Players across all products, where in relation to: sportsbook or casino, the Gross Revenue would be equal to all bets less wins;
“Marketing Material” means certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website/s as selected and/or provided by Tipbet;
“Net Revenue”means, calculated on a monthly basis, the Gross Revenue less (i) all gaming taxes, betting duties and other fees imposed by national laws, regulations and authorities, (ii) bonus pay-outs (but excluding bonuses retracted), (iii) chargeback and fraud costs, (iv) other material operation costs (which are to be disclosed to Affiliate when they are deducted from Net Revenue) and (v) any license fees.
“New Depositing Customer (NDC)”New Depositing Customer (NDC) is the total number of Customers that have signed up, deposited and used on Tipbet’s products in the current month at least twenty-five Euros (25€.)
“Player Account”means a profile created on any of the Websites by a visitor referred to Tipbet by Affiliate from any of the Affiliate controlled sources;
“Previous Affiliate Terms” is defined in the Background above;
“Qualifying Player”means a Referred Player who after opening of a Player Account makes a first deposit of money into Tipbet’s account;
“Referred Player”means a person or entity, referred to Tipbet from any source controlled by Affiliate, who has never previously held a Player Account with Tipbet and registers with Tipbet by either: Using an Affiliate tracking link or Bonus Code; and/or Registering through a landing page or page on Tipbet’s website as it may appear from time for which a URL link is provided to Affiliate and/or Registered users attributed to the Affiliate due to a unique Affiliate ID contained in a cookie.
“Sub-Affiliate” is someone who joins the Tipbet Affiliate Program after being referred to it by another Affiliate and which have registered for the Tipbet Affiliate Program using the link provided to the first Affiliate.
“Websites” shall mean www.tipbet.com and/or any other domain as provided by Tipbet.
2.1 Following receipt of your application form and by this Agreement, we will consider accepting you as an affiliate in our Tipbet Affiliate Program. Should we decide, in our sole and absolute discretion to accept you as an affiliate, this agreement will become binding between you, as Affiliate and us, as Tipbet and we will grant you the non-exclusive, revocable right to direct potential Referred Players to the Websites, pursuant to the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right to direct potential players to the Websites or any other exclusive right in connection with the Websites or with the Tipbet Affiliate Program.
2.2 By agreeing to these Terms and Conditions, you expressly agree that provisions 9 (1) and 9 (2) (electronic provision of information) and 11 (1) (placing of the order) of the European E-Commerce Directive 2000/31/EC (Electronic Commerce Directive 00/31/EC) do not apply to this Agreement or agreements that supplement this Agreement and have no influence on these.
3.1 In consideration for the Affiliate referring Qualifying Players to any of the Websites, Tipbet shall pay Affiliate the following Commission:
|Net Revenue||Net Revenue share||Commission Bonus up to*||Earn Total|
|Monthly new depositing players (NDC)||Total Minimum Deposit||Commission|
|21-50||€ 2000||+ 5%|
|51+||€ 5000||+ 10%|
|Sub-Affiliate Commission||5% Earnings from Sub-Affiliate´s Commission|
The Parties agree that the minimum Commission that is payable for any one month is €25.
3.2 The compensation payable to the Affiliate under the table above constitutes the full and complete consideration due to the Affiliate with respect to the fulfilment of its undertakings herein, and includes full compensation and reimbursement for all obligations, expenses, charges and costs of whatever nature incurred by the Affiliate.
3.3 The commission is calculated at the end of each month and payments shall be performed by the 15th of each calendar month, provided that the amount due exceeds 25EUR (“Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be carried over to the following month and shall be payable when it exceeds the Minimum Threshold.
3.4 All payments to the Affiliates are made as per the payment method chosen by the Affiliate in the application process or via any other payment method agreed to between the Parties, from time to time by an authorized representative of Affiliate. All payments, fees and commissions stated under this Agreement are quoted exclusive of Value Added Tax (VAT) and any other tax, duty, levy or similar charge which may from time to time be imposed. For the avoidance of doubt, Affiliate shall be solely liable for any tax, duties, levies or fees incurred by it both locally and abroad (if any) as a result of the receipt of the Fees under this Agreement.
3.5 In the event where, in any particular month, all gross monies received by Tipbet from Qualifying Players of the Affiliate (the “Negative Balance”) is less than zero, Affiliate shall not be required to pay Tipbet a sum equal to the Negative Balance in such manner that the Negative Balance will become zero. The Parties however shall agree that the Negative Balance shall be carried over to the following month and will be set-off against any Commission due for that month. Should the Negative Balance not be completely set off in that particular month, the Negative Balance shall be carried over to the subsequent months until it is completely set off.
3.6 Further to clause 3.5, the Negative Balance shall also be carried over to different brands or different Websites of Tipbet and there shall be deductions to the Commission arising from such other brands or Websites.
3.7 Affiliate earnings are personal to the Affiliate and Affiliate shall have no claim to affiliate earnings or other compensation on business secured by or through persons or entities other than the Affiliate. The Affiliate cannot withdraw payments for or on behalf of another third party.
3.8 Tipbet reserves the right to change any Affiliate earnings structure or Commission scheme (or any part thereof) from time to time, for any reason it deems fit and without need of consent from the Affiliate
4.1 Affiliate represents and undertakes that all information supplied by Affiliate when registering and completing the Affiliate registration form are accurate, true and complete in all respects. Affiliate shall also provide Tipbet with such other information as we may reasonably request from time to time. Affiliate acknowledges and agrees that inaccurate, incomplete or inadequate information provided by Affiliate may cause the delay or retention of payment of applicable Affiliate Commission.
4.2 It is also the Affiliate’s sole responsibility to ensure that the laws applicable to Affiliate do not prohibit the Affiliate from participating in the Tipbet Affiliate Program and performing obligations hereunder.
4.3 Tipbet may require further evidence of identification to verify certain particulars. If there is any change to the Affiliate’s registration details as originally supplied, Affiliate shall notify Tipbet of the relevant change/s without delay. In order to confirm Affiliate particulars, Tipbet reserves the right, inter alia, to confirm Affiliate’s particulars by any means available including by the request of due diligence documentation.
4.4 Tipbet further reserves the right to refrain from making any payments under this Agreement should it not be satisfied of the due diligence documentation provided to it or in the event no due diligence documentation is actually provided.
4.5 Tipbet reserves the right, without liability to Affiliate, to reject the application without reference to Affiliate or assigning any reason thereto.
4.6 Employees of Tipbet or its related corporations, partners, agents, contractors, representatives and suppliers (including their immediate family members, spouses, partners and housemates) are not eligible to participate in the Tipbet Affiliate Program.
4.7 The Tipbet Affiliate Program is intended for Affiliate’s sole direct participation. The Affiliate shall not open affiliate accounts on behalf of third parties. Opening an affiliate account for third parties, brokering an affiliate account or the transfer of an affiliate account are prohibited. Affiliates wishing to transfer an affiliate account to another beneficial account owner must request approval in writing from Tipbet.
5.1 Subject to Tipbet’s privacy obligations to visitors of the Websites, for the purpose of allowing Affiliate to verify the accuracy of the payments it receives from Tipbet pursuant to this Agreement, Tipbet shall allow access to and provide the Affiliate the following information for each new Qualifying Player received by Tipbet during the period defined by Affiliate:
(a) three (3) characters appearing consecutively in each of the username and country of origin;
(b) the month in which the Referred Player became a Qualifying Player; and
(c) the Affiliate controlled source that referred the Qualifying Player to Tipbet and the date the referral was made.
5.2 In the event Tipbet is notified by any authority or other organization claiming that the operation of the Websites is not in line with the law and/or regulations of any jurisdiction, it shall immediately notify Affiliate thereof and provide Affiliate with the name of the relevant authority or other organization and the basis of its claim.
5.3 Upon Tipbet’s request, Affiliate shall be obliged to immediately provide any information related to this Agreement to Tipbet or any regulatory authority as directed by Tipbet in Tipbet’s request including, but not limited to, the terms and conditions upon which players are attracted by such Affiliate.
5.4 Tipbet may change all or any part of these Terms & Conditions at any time. Where possible, notice of any changes will be provided either by an email to Affiliate’s last known email address on our records or through an account message, in advance of any such changes being made. Ultimately, it remains Affiliate’s sole responsibility to check these Terms & Conditions to see whether the terms of these Terms & Conditions have changed. It is important, therefore, that Affiliate regularly log in to Affiliate’s account. If Affiliate do not agree to the changes, Affiliate’s only remedy will be to terminate these Terms & Conditions. Affiliate’s continued participation in our Affiliate Programme after we have posted any changes will constitute binding acceptance of such changes.
6.1 The Affiliate must engage in proper advertising. Affiliates found to be engaged in improper advertising shall have any rights granted to them by virtue of these Terms and Conditions and their affiliate status revoked.
6.2 A non-exhaustive list of examples of improper advertising shall include but not be limited to:
6.2.1 The forwarding of any URLs direct to Tipbet (this includes misspells of the above trademark domain);
6.2.2 Forcing cookies through iframes;
6.2.3 Advertising through third party networks, unless with the explicit permission of Tipbet;
6.2.4 Brand bidding (including misspells);
6.2.6 Including Tipbet affiliate link within Unsolicited Commercial Email (UCE) or SPAM;
6.2.7 Including Tipbet’s link in search adverts;
6.3 Affiliate is permitted to promote Tipbet through various social media communities. However, it is not permitted to create groups or specific web pages in social communities whereby they purport or hold themselves to be representatives of Tipbet.
6.4 Tipbet reserves the right to conclude that Affiliate has engaged in an improper method of advertising according to Tipbet’s standards, at its sole discretion. Tipbet may come to such a conclusion even if it is based upon its opinion or mere suspicion or belief and has no duty to prove that its opinion or suspicion is well-founded; and even if its opinion is proven not to be well-founded or if other hosting/ domain name companies have not deemed it to be an improper method of advertising.
6.5 Any Affiliate found to be adopting improper methods of advertising shall be deemed to have been in breach of these Terms and Conditions and shall have their Affiliate status revoked. Such an Affiliate will therefore immediately cease to be an Affiliate of Tipbet.
6.6Any sales that have been generated through improper advertising will not qualify for commission or credit from Tipbet.
6.7 Any Affiliate found to be utilising these or any other improper methods of advertising may be required to pay back any such Commission that has been paid by Tipbet to them. If Tipbet elects not to enforce this right, it shall not be deemed to be a waiver of any other rights that it may have under this Agreement.
7.1In the event Tipbet claims that a Qualifying Player has committed fraud or that a Qualifying Player’s deposit with Tipbet was or is subject to a chargeback, Tipbet shall inform the Affiliate of such and shall deduct such fees by way of setoff from the subsequent payment due to Affiliate.
8.1. Tipbet agrees to undertake solely the following obligations:
8.1.1. Provide all information as Tipbet deems necessary to allow the Affiliate to carry out its obligations under these Terms and Conditions;
8.1.2.Track the number and amount of relevant stakes and Commission generated;
8.1.3.Provide information to the Affiliate regarding payments; and
8.1.4. Authorise credit cards, payment processing, cancellations, returns and all other related customer service for Tipbet for the purpose of its business.
8.2 Minimum Referral Requirement
8.2.1 Our Affiliate partners need to bring a minimum of 5 new registrations each month. When the partners can not reach the minimum amount of 5 new registrations in the current month, their commissions will be pending and transfered to the next month. If the minimum amount of 5 registrations per month is not reached, the numbers of following 3 months' stats will be checked. If the minimum number of 5 registrations is not reached in any month, all gained amount will be lost and reset on the 4th month. If the partners reach the 5 new registrations in the following 5th month, the old revenue plan will be re-activated.
9.1. Affiliate hereby warrants and undertakes:
9.1.1. That it is the proprietor of all rights, licenses and permits to market, promote and advertise the Websites in accordance with the provisions of this Agreement
9.1.2. To use its best efforts to actively and effectively advertise, market and promote the Websites as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of Tipbet as may be forwarded from time to time and/or accessible online.
9.1.3. To prohibit and prevent money laundering as well as activities which facilitate money laundering or which finance terrorism or criminal activities.
9.1.4. To market and refer potential players to the Websites at its own cost and expense. Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of Affiliate's marketing activities must be professional, proper and lawful under applicable laws and negotiations and in accordance with this Agreement. Affiliate shall not authorize, procure, assist or encourage any third party to:
220.127.116.11. Place the marks and/or marketing materials on any online site or other medium where the content and/or material on such website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in Tipbet’s sole discretion otherwise unsuitable.
18.104.22.168. Carry out its obligations by involving the targeting of marketing the sites, services or gaming in general to any persons who are less than 18 years of age (or such applicable age as may apply in the relevant jurisdiction);
22.214.171.124. Infringe any third party's intellectual property rights;
126.96.36.199. In any way alter, redirect or in any way interfere with the operation or accessibility of the sites or any page thereof or otherwise attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the Tipbet Affiliate Program;
188.8.131.52. Attempt to communicate to players whether directly or indirectly on our sites to solicit them to move to any online site not owned by Tipbet or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables; and
184.108.40.206. Cause a betting pattern of any end-user that is indicative of abuse of the Tipbet Affiliate Program and associated remuneration structure, and in not consistent with the aims of the Tipbet Affiliate Program and good faith business opportunities offered therein.
9.1.5. To use only a link provided within the scope of the Tipbet Affiliate Program, otherwise no warranty whatsoever can be assumed for proper registration and accounting of referrals;
9.1.6. To have understood and to abide by every applicable law and regulation, with particular reference to Maltese gambling legislation, and to never be in breach of such;
9.1.6. To have understood and to abide by every applicable law and regulation, with particular reference to Maltese gambling legislation, and to never be in breach of such;
9.1.7. To be responsible for the development, the operation, and the maintenance of its website as well as for all material appearing on the website;
9.1.8. That it will not perform any action or omission that might tarnish or damage the reputation of Tipbet or otherwise put Tipbet in a bad light;
9.1.9. That it will not perform any act which is offensive, profane, hateful, threatening, harmful, defamatory, libellous, discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
9.1.10. That it will not actively target any person who is under the legal age for gambling.
9.1.11. That it will not actively target any jurisdiction where gambling and the promotion thereof is illegal.
9.1.12. That it will not generate traffic to the Websites by illegal or fraudulent activity, particularly but not limited to by:
220.127.116.11. Sending unsolicited bulk emails (spam) and in any way mentioning or referencing Tipbet or Tipbet’s website.
18.104.22.168. Using incorrect metatags.
22.214.171.124. Registering as a player or by making deposits directly or indirectly to any player account through the Affiliate tracking link for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the Commission payable or to otherwise defraud Tipbet. Violation of this provision shall be deemed to be fraud and may result in criminal action being taken.
9.1.13. That it will not present the Affiliate Websites or any other website, in such a way that it might evoke any risk of confusion with Websites and/or Tipbet or convey the impression that the Affiliate Websites partly or fully originated with the Websites and/or Tipbet.
9.1.14. That it will not incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
9.2. The Affiliate is duly authorised to enter into and execute these Terms & Conditions.
9.3. Parties agree that Affiliate is solely responsible for evaluating the laws that apply to its activities and that the Affiliate may participate in the Tipbet Affiliate Program without violating any applicable rules or laws.
10.1. Affiliate shall hold Tipbet and its directors, officers, agents and employees, harmless from and against any and all liabilities, claims, suits damages, judgments, costs and expenses, including reasonable legal fees, directly arising out of or directly in connection with:
i. any negligence or intentional acts or omissions of Affiliate as relates to its performance or its warranties under this Agreement;
ii. any fines, taxes, or penalties imposed upon Tipbet in relation to any breach of any applicable law or regulation;
iii. any material breach of this Agreement on the part of Affiliate;
iv. any claims relating to any illegal activity on the part of Affiliate; and
v. any legal proceedings initiated by a third party against Tipbet relating to the performance of the present Agreement.
10.2. Tipbet and its parents, sisters and other group companies, successors, officers, employees, agents, directors, shareholders and attorneys shall not be held liable for any form of indirect or consequential damage, including but not limited to loss of turnover/revenues or profits as well as loss of interest and customers even if such damage was foreseeable.
10.3. The total liability of Tipbet for direct damages, with the exclusion of death and personal injury, arising from failure to comply with this agreement or caused by a tort in connection with the execution of this agreement shall be limited to an amount equal to the commissions paid by Tipbet to the Affiliate for the one month immediately preceding the event giving cause for damages. In any event, notwithstanding any other clause in this agreement, the total liability of Tipbet for such direct damages shall not exceed the sum of ten thousand EURO (€10,000).
10.4. Clause Error: Reference source not found shall survive the termination of this agreement.
11.1. These Terms and Conditions are being entered into for an indefinite period as of the date of this Agreement.
11.2. This Agreement may be terminated by Tipbet at any time without the need to provide a reason, by providing two (2) weeks’ notice to the other Party on the email address provided upon registration.
11.3. For the avoidance of any doubt, in the event of termination of these Terms & conditions howsoever occurring, Tipbet shall be released from the obligation to pay Commission for Qualifying Players. For the avoidance of doubt, payment of any amounts accrued up to the date of expiry or effective date of termination shall still remain due unless these were accrued through fraudulent or other illegal means.
11.4. Tipbet may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive any further consideration after this date.
11.5. Tipbet shall be entitled to immediately terminate this Agreement if the Affiliate:
(i) shall enter into any compromise or arrangement with or for the benefit of its creditors; or
(ii) shall cease or threaten to cease to carry on all or substantially all of its business or shall stop payment of debts generally save, in either case, for the purposes of a solvent reconstruction or amalgamation; or
(iii) a resolution shall be passed or an application shall be presented, or an order shall be made, for its liquidation and consequential winding up or an application shall be presented for an administration order in respect of it; or
(iv) is unable to pay its debts in accordance with Section 214 (5) of the Maltese Companies Act 1995;
(v) being the Affiliate, fails to make timely payment to Tipbet, should this be required;
(vi) commits a material breach of this Agreement;
(vii) if an official receiver or administrative receiver or administrator or similar officer is appointed over the whole or a substantial part of its undertaking, property or assets. or
(viii) breaches any provision found in Clause 9.
11.6. The Affiliate will release Tipbet from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of Confidential Information even if the breach arises at any time following the termination of this Agreement.
11.7. Terms Applicable to CPA Deals
Under the CPA deals at Tipbet, you will receive a certain amount for each referred player’s first deposit at a product. Tipbet, in its sole discretion, reserve the right to determine whether to pay CPA (Cost-per-acquisition) profits to its partner based on the volume/results, quality of traffic and continue the campaign. This includes any fraudulent activity whatsoever, suspected traffic, manipulation such as certain amounts of single deposit at a time from different customers to increase CPA profit. We reserve the right to change CPA deal with any partner at any time without notice.
12.1. All notices or other communications required or permitted by this Agreement will be in writing and will be sufficiently given if delivered as follows:
If to Affiliate: To the email address Affiliate provided upon registration.
If to Tipbet: To Tipbet’s registered address.
12.2. Any such mailed notice or communications will be deemed to have been effectively given upon receipt.
12.3. Any email address set forth in this clause may be changed by written notice of such change provided as contemplated in this clause.
13.1. The Affiliate undertakes that it will not at any time disclose or use, potentially causing any detrimental effect to Tipbet, any Confidential Information, except:
13.1.1. to the extent required by applicable law or stock exchange rules or by any competent authority, including any regulatory body in relation to gaming, but in that case only after consultation with the other Party about the timing and content of such disclosure;
13.1.2. to its professional advisers subject to a duty of confidentiality and only to the extent necessary for any lawful purpose; and
13.1.3. to the extent that at the date hereof or hereafter such information is or shall become public knowledge.
13.2. The Affiliate warrants that it as well as its employees, affiliates, directors and shareholders, will not use the Confidential Information for any purpose other than the performance of the Affiliate’s obligations under this Agreement.
13.3. The provisions of this Clause 13 shall survive the termination of this Agreement, howsoever occurring.
14.1. These Terms & Conditions shall be governed by and construed in accordance with the laws of Malta.
14.2. In the event of any dispute, controversy or claim arising out of or relating to these Terms & Conditions, or the breach, interpretation, termination, or validity thereof, the parties agree to refer such dispute, controversy or claim to arbitration. The arbitration shall take place under the Rules of Arbitration as established under the Malta Arbitration Act (Cap 387 of the Laws of Malta), as in force at the time the dispute is referred to it. The place of arbitration shall be in Malta. There shall be one arbitrator jointly appointed by both Parties or in default of agreement on the arbitrator there shall be three arbitrators appointed in accordance with the said Rules. The arbitration shall be held according to the laws of Malta both insofar as matters of procedure as well as in relation to substantive matters. The language to be used in the arbitral proceedings shall be the English language. The Parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, counterclaims or other issues arising out of this Agreement, and the award shall be final and binding.
15.1. Tipbet, if it deems it necessary to so, shall make available to Affiliate the required Marketing Material.
15.2. Affiliate shall be obliged to display the Marketing Material on Affiliate’s website prominently and to the satisfaction of Tipbet, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
15.3. Affiliate shall also include a link from the Marketing Materials to Tipbet’s website, as specified by it.
15.4. Affiliate may not use any graphic, textual or other materials to promote Tipbet website, products or services other than the Marketing Materials, unless Tipbet agrees to such other materials in writing prior to their display.
15.5. Affiliate shall be prohibited from altering, adding to, subtracting from, or otherwise modifying the Marketing Materials as they are prepared by Tipbet. If Affiliate wishes to alter or otherwise modify the Marketing Materials, Affiliate must obtain prior written consent from Tipbet for such alteration or modification.
15.6. For the avoidance of doubt, Tipbet retains all right, ownership, and interest in the Marketing Material, and in any copyright, trademark, or other intellectual property in the Marketing Material. Affiliate shall only be granted rights to use and portray the Marketing Material as far as it is strictly necessary to perform its obligations under this Agreement. Other than what is stated in this paragraph, nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Marketing Materials, or any other intellectual property belonging to Tipbet unless explicitly stated in that respect by Tipbet.
15.7. Use or disclosure of the Marketing Materials subsequent to the expiry or termination of this Agreement for whatsoever reason shall be considered a gross breach of this Agreement and is forbidden.
16.1 Tipbet will not be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Tipbet's reasonable control and that Tipbet is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to war, riot, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fibre cuts; strikes, or shortages in transportation, facilities, fuel, energy, labour or materials; failure of the telecommunications or information services infrastructure; hacking; any law or government order, rule, regulation or direction, or any action taken by a government, public or regulatory authority, provided that such action is not due to the act and/or omission of Tipbet; including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, licensing requirements, or failing to grant a necessary license or consent (each a “Force Majeure Event”).
17.1 Tipbet shall remain the sole Party responsible for the content of its Website/s and for the conduct of its business in general. Affiliate acts purely as an intermediary in the acquisition of clients. The Parties are independent contractors. No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship. The Affiliate has, nor shall attempt to assert, the authority to make commitments for or to bind the other Party in any manner whatsoever.
17.2No consent by the Affiliate to, nor waiver of, a breach by the other, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach, unless such waiver or consent is in writing and signed by the Affiliate claimed to have waived or consented. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused, unless a written notice has been given to that effect.
17.3These Terms & Conditions shall be binding upon and inure to the benefit of the Parties and each of their respective successors and permitted assigns and transferees.
17.4 The Affiliate shall not be entitled, without the prior written consent of Tipbet, to assign, novate or otherwise transfer all or any of its rights or obligations under these Terms & Conditions.
17.5The headings in these Terms & Conditions are for convenience only and have no effect on the interpretation of these Terms & Conditions.
17.6 All references in these Terms & Conditions to a legislative provision shall be construed as including references to:
a. any legislative modification, consolidation or re-enactment thereof for the time being in force in Malta; and
b. all legislative instruments or orders made pursuant to that legislative provision.
17.8In the event that a provision of these Terms & Conditions is invalid, illegal, not binding, or unenforceable (either in whole or in part), the remainder of these Terms & Conditions shall continue to be effective to the extent that, in view of the Terms & Conditions substance and purpose, such remainder is not inextricably related to and therefore inseverable from the invalid, illegal, not binding or unenforceable provision. The Parties shall make reasonable effort to reach agreement on a new provision which differs as little as possible from the invalid, illegal, not binding or unenforceable provision, taking into account the substance and purpose of this Agreement.
17.8These Terms and Conditions are posted on the internet in various languages reflecting the same principles. In the event of any conflicting foreign-language versions of these Terms and Conditions, the English version shall prevail.