Affiliate Terms (Betida)

These Affiliate Terms (“Terms”) govern participation in the Betida Affiliate Program (“Program”) operated by Betida (trading as and referred to as “Betida” in these Terms) and operating the website betida.com (“Website”).

By participating in the Program or accepting these Terms, whichever is earlier (“Effective Date”) you agree to be bound by these Terms. These Terms, taken together with the Betida Terms and Conditions and Privacy Policy, form a binding agreement between you and Betida in relation to your participation in the Program (“Agreement”).

In the event of conflict between these Terms and the Betida Terms and Conditions or Privacy Policy, the Betida Terms and Conditions and Privacy Policy prevail to the extent of any inconsistency.

You and Betida may be referred to as a “Party”, or collectively as “Parties” in these Terms.

1. Services

1.1

Betida hereby engages you to perform the services specified in Schedule A (the “Services”) if you are accepted into the Program.

1.2

By participating in the Program, you agree to provide the Services in accordance with the standards specified in Schedule B (“Standards”), or as otherwise directed by Betida in writing from time to time (at its absolute discretion).

1.3

Betida will implement quality assurance mechanisms in relation to the Services. You agree that you will immediately adjust the delivery of the Services in accordance with the quality assurance feedback provided by Betida.

1.4

Betida reserves the right to amend the scope of the Services to comply with the quality assurance standards implemented from time to time by Betida or to request that you re-perform the Services in accordance with those quality assurance standards.

1.5

For the avoidance of any doubt, Betida may, at any time, request you delete any content or material that comprises the Services by notice in writing to you. You agree that you will immediately comply with this deletion request.

2. Term and Termination

2.1

This Agreement commences on the Effective Date until:

• terminated by you, by giving fourteen (14) days written notice;
• terminated by Betida immediately upon written notice to you without cause.

2.2

For the avoidance of any doubt, you agree that you cannot unilaterally change the scope of the Services during the Term. Whilst you may request the scope of the Services are updated during the Term, Betida has absolute discretion to reject that request.

2.3

Where Betida terminates this Agreement on the basis it suspects you have engaged in, participated in or otherwise been associated with illegal behaviour, Betida reserves the right to report your behaviour to the relevant authorities.

2.4

Upon termination:

• all rights and licences granted to you pursuant to this Agreement are terminated;
• you must cease all advertising and publication of materials in relation to Betida; and
• your entitlement to any Payment ceases.

3. Payment

3.1

In exchange for the Services provided by you, Betida will pay you as specified in Schedule C (“Payment”).

3.2

Betida reserves the right to withhold (in whole or in part) any payment to you if you are or are reasonably suspected to be in breach of this Agreement, at its absolute discretion and without any liability to you whatsoever.

3.3

You are responsible for paying or remitting all applicable taxes in relation to the Payment.

3.4

The Parties acknowledge that the processing of the Payment may be subject to delays which are outside Betida’s control, and for which Betida takes no responsibility.

4. Eligibility

4.1

You must satisfy all the conditions in Schedule D (“Eligibility Requirements”) (which Betida may amend from time to time in writing), to participate in the Program.

4.2

Betida reserves the right to evaluate your satisfaction of the Eligibility Requirements and notify you of any non-compliance, which must be remedied immediately upon notification.

4.3

You acknowledge that notwithstanding your satisfaction of any Eligibility Requirements, Betida has absolute discretion to accept or reject your application and participation in the Program.

4.4

You agree that you will provide Betida with all information it requests from time to time.

4.5

You warrant that all information given to Betida in the course of the application process and during the Term is complete and accurate at all times. You further agree that you will promptly provide Betida with any further information it requests in order to verify your information.

5. Warranties

5.1

You represent and warrant as follows:

• you are not prohibited from providing the Services or using the Website;
• you have full capacity and authority to enter into this Agreement;
• you will not use any misleading, fraudulent, or unethical marketing tactics;
• you will provide the Services in accordance with this Agreement;
• you will at all times comply with all applicable laws and regulations when performing the Services, including but not limited to any opt-in or opt-out requirements and any spam related legislation;
• you have authority to enter into this Agreement;
• you have control (by ownership, license, or otherwise) of the entire right, title, and interest in all of your intellectual property and your content will not infringe on any intellectual property rights of third parties; and
• your provision of the Services does not violate any other agreement by which you are bound.

5.2

Betida shall not be responsible or liable for any action, inaction, negligence, or non-compliance by you and expressly disclaims any and all liabilities that may arise in relation to those actions or inaction.

6. Intellectual Property

6.1

You agree that all ownership, rights, title and interest in all content, materials, feedback and all other contributions made by you in the course of the Program or providing the Services will become the exclusive property of Betida upon their creation or provision.

6.2

During the Term, Betida may grant you a limited, non-exclusive, revocable, worldwide, royalty-free right and license to use the trademarks, logos, trade dress, images or other material and other Betida intellectual property (collectively the “Betida IP”). You agree that you will only use the Betida IP in the course of the Program and subject to all limitations or restrictions imposed on that use by Betida from time to time.

6.3

You hereby grant Betida the non-exclusive, non-revokable and worldwide right to use your image, likeness, and/or voice as well as any materials you create in relation to or arising from participation in the Program, for promotional purposes including but not limited to advertising, marketing, and public relations, in any and all media formats, now known or hereafter devised.

6.4

For the avoidance of any doubt, nothing in this agreement transfers or assigns any ownership or title in the Betida IP to you.

7. Limitation of Liability

7.1

Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

• death or personal injury caused by negligence; and
• fraud or fraudulent misrepresentation.

7.2

To the maximum extent permitted by applicable law in no event will Betida be liable to you for any special, exemplary, punitive, incidental, or consequential damages, including lost profits, arising out of or in connection with the Services under this Agreement, regardless of whether such damages were foreseeable.

7.3

Betida’s liability to you is limited to the Payment actually paid to you in the twelve (12) months preceding any claim.

8. Indemnity

8.1

You will at all times indemnify, defend, and hold harmless Betida and any of its employees, agents, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable attorney fees, arising out of:

• your breach of any obligation, covenant, representation or warranty contained in this Agreement and any associated Schedules;
• your unauthorised use of the Betida IP;
• your gross negligence and/or misconduct; or
• your violation of any applicable law.

9. Use of Information

9.1

You acknowledge that in the course of the Program you may access personally identifying information regarding users of the Website (“End User Information”). In relation to this information, you agree as follows:

• use this information solely in accordance with this Agreement and other policies provided to you by Betida from time to time;
• not disclose or share this information with anyone, aside from the relevant representatives of Betida who liaise with you in the ordinary course of the Services;
• not store, copy or transmit this information for any reason, other than provision of the Services or communication with Betida; and
• strictly only use the information in connection with performance of the Services.

9.2

You acknowledge that in the course of the Program, you may obtain access to certain information, including but not limited to the following kinds of information in relation to Betida (in any form whatsoever, including but not limited to in oral, visual, written, electronic, or other tangible or intangible form) (“Confidential Information”):

• all information relating to Betida, including the processes, concepts, and ideas behind Betida’s business;
• information relating to or contained in this Agreement;
• all information relating to Betida’s administrative, financial, or operational arrangements; and
• all technical and non-technical information, experience, trade secrets, and know-how relating to Betida’s business affairs, products, services, customers, and strategies, which is directly or indirectly disclosed to you before or after coming into force of this Agreement, whether in writing, orally or electronically, including, without limitation, information or data relating to Betida’s products, systems, ideas, software, design methodology, evaluation methodology and criteria, suppliers, customers, business plans, strategies, and financial situation, and any notes, memoranda, summaries, analyses, compilations or any other writings relating thereto;
• any data or information of any description relating to end users or their activities on their accounts on the Website, including End User Information.

9.3

Subject to clause 9.1, you agree as follows:

• you will not retain a record of, disclose to any person or entity or use the Confidential Information, except as expressly required by this Agreement or in accordance with Betida’s written directions; and
• you will bear full liability in respect of any non-authorised disclosure of the Confidential Information.

9.4

Subject to any written directive issued to you by Betida, upon termination of this Agreement you will cease to use and delete any Confidential Information in your possession or accessible by you, regardless of form.

10. Relationship

10.1

Whilst performing Services under this Agreement, you are at all times acting and performing as an independent contractor. No work, act, commission, or omission by you pursuant to the terms and conditions of this Agreement shall be construed to make or render you as an employee of Betida.

10.2

Nothing in this Agreement shall be deemed or construed to constitute a partnership or joint venture between the Parties, nor to constitute either Party as the agent or the legal representative of the other Party for any reasons whatsoever.

10.3

Neither Party is granted any right or authority to act for, or to incur, assume or create any obligations, responsibility or liability, express or applied, on behalf of the other Party or to bind the other Party in any manner whatsoever.

10.4

You affirm that you are solely personally responsible for all your statements and views posted or published online in the course of providing the Services and that those statements and views do not represent the opinions or perspective of Betida.

11. Non-Disparagement

You agree that you and other persons under your direction or control will not make, publish or communicate, or cause to be made published, or communicated, any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about Betida or any person or entity affiliated with Betida; provided that this non-disparagement provision does not restrict you from responding truthfully to an order of a court of competent jurisdiction or other binding legal or regulatory obligation.

12. Anti-Bribery

You shall:

12.1

comply with all applicable laws, statutes and regulations relating to anti-bribery, anti-money laundering and anti-corruption;

12.2

not engage in any activity, practice or conduct that would constitute an offence under the applicable laws referred to in clause 12.1;

12.3

comply with the policies relating to ethics, anti-bribery and anti-corruption as Betida may provide to the Partner and update from time to time; and

12.4

promptly report to Betida any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement.

13. Applicable Law

13.1

The Agreement and any matters relating hereto shall be governed by, and construed in accordance with, the laws of Curaçao. You irrevocably agree that, subject as provided below, the courts of Curaçao shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising therefrom and irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction.

13.2

Nothing in this clause shall limit the right of Betida to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

14. Amendments

14.1

Betida reserves the right to amend the terms of the Agreement at any time.

14.2

You will be notified of any substantive changes to the terms of this Agreement. If you continue to provide the Services after the changes are notified to you, this constitutes deemed acceptance of the amended Agreement.

15. Severance

The provisions of this Agreement are independent of and severable from each other. If any provision, or portion thereof, is found to be invalid or unenforceable for any reason, that provision, or portion, shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.

16. General Terms

16.1

If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision may be excluded from this Agreement, the remainder of the Agreement will be interpreted as if such provision were so excluded and the remainder of the Agreement will be enforceable in accordance with its terms.

16.2

This Agreement, including all associated attachments and schedules, represents the entire agreement between the Parties and supersedes any prior agreements, negotiations, letters of intent, deal memos, correspondence, or communication of any kind between the Parties concerning the subject matter herein.

16.3

Any notice required to be given under this Agreement will be deemed effective and validly given if sent by email to the Party to whom the notice is addressed at the email address used for ordinary communications between the Parties. Notice shall be considered effective on the next business day after the email is sent.

16.4

No waiver of any default or breach of this Agreement by either Party shall be deemed a continuing waiver or a waiver of any other breach or default. Similarly, the specification of any particular remedy in this Agreement shall not serve as a waiver of any other remedy available to either Party at law or in equity.

16.5

You may not assign this Agreement or any rights, duties, or obligations hereunder without the Company’s consent in writing. Betida may assign this Agreement at its discretion.

Schedule A — Services

Key definitions

The following definitions apply the terms used in the Schedules of the Agreement:

Referral Link refers to any unique promotional code or link issued to you by Betida to be used in relation to the Services in the manner required by Betida, the use of which can be tracked in the “Campaigns” section of your Betida account.

Traffic Sources refers to the means by which you obtain or secure user traffic to use the Website.

Affiliate refers to the official title Betida may use in relation to you and your participation in the Program, and “Affiliates” will refer to you and any other participant in the Program collectively.

Commission is based on the wagering activity of your referred Users, calculated in the manner advised to you by Betida from time to time.

Users means those end users of the Website which use your Referral Link to access and play on the Website.

Services

Unless otherwise agreed by Betida in writing, you agree to provide the following Services to Betida: referrals to the Website using Traffic Sources, in accordance with instructions and directives issued to you by Betida from time to time and in accordance with the Standards.

Schedule B — Standards

You must not:

A. publish or endorse any misleading or deceptive marketing or advertising products in relation to Betida.

B. participate in, illicit or endorse any violent, illegal or antisocial activities.

C. act in bad faith in any manner in relation to the Services or your participation in the Program.

D. participate in or endorse any fraudulent activities, including but not limited to:

• submission of fake or duplicate Traffic Sources or end users to Betida; or
• use of bots or other automated mechanisms to generate clicks or impressions in relation to Traffic Sources.

E. use Betida’s user interface or Website for your own website or copy the look and feel of the Website to give the impression of Betida’s endorsement or ownership of your website.

F. promote your Referral Link on websites or third-party platforms which have been prohibited or those which have not been authorised by Betida in writing.

G. operate from, market to or target users in regions which are prohibited or restricted by Betida’s Terms and Conditions. For the avoidance of doubt, your Payment and any associated Commission will not take into account any Traffic Sources originating from jurisdictions which are prohibited or restricted by Betida.

H. promote or encourage the use of VPNs to access the Website.

I. market to or target users who are high risk or minors in the given jurisdiction in which you are advertising.

J. include any minors in your content or published materials;

K. feature alcohol or the effects of intoxication;

L. register your own personal account on the Website using your Referral Link.

M. register any domain names, trademarks, social media accounts, websites or platforms similar to or competing with those used or operated by Betida (to be determined by Betida, at its absolute discretion).

N. impersonate or represent that you are employed by, authorised by or act on behalf of Betida.

O. bid or send traffic on Betida branded keywords or search terms for use in search engines, portals or any advertising services.

P. refer to Betida in any way that may impact or damage its reputation.

Q. act in a way that is deemed by Betida as inappropriate or in a manner that might adversely impact Betida’s reputation due to its association with you (to be determined by Betida at its absolute discretion).

R. imply that participating in the behaviours endorsed by your advertisements or published materials:

• is required in order to fulfill social obligations;
• solves or provides an escape from personal or professional problems;
• constitutes a career or alternative to employment;
• is a method to recover past financial losses;
• is a form of financial investment;
• is endorsed by celebrities or well-known people as a way to achieve success;
• is guaranteed to have a positive or favourable outcome;
• will have a greater chance of winning (i) the longer one plays, (ii) the more one spends, or (iii) suggest that skill can influence the outcome (for games where skill is not a factor);
• is socially irresponsible or could lead to financial, social or emotional harm;
• is indispensable or taking priority in life (e.g., over family, friends or professional/educational commitments);
• enhances personal qualities (e.g., improves self-image/self-esteem) or is a way to gain control, superiority, recognition or admiration;
• is linked with seduction, sexual success or enhanced attractiveness;
• is linked with toughness or resilience;
• is a rite of passage;

S. offer or endorse a product or promotion that is not reasonably attainable without incurring substantial losses;

T. endorse or apply or create the impression of any peer pressure to participate in or use the Website.

You agree that:

U. your marketing and advertising in the course of the Program will at all times comply with the directives issued to you in writing by Betida from time to time;

V. you will obtain Betida’s prior written approval in respect of any and all offers to referral users;

W. you will only use current offers supported and/or endorsed by Betida;

X. you will respond promptly to all communications from Betida which explicitly or by implication require a response from you;

Y. you will comply with all the reporting requirements which form part of the Services;

Z. you will use Betida’s branding materials and content strictly in accordance with Betida directions;

AA. you will ensure that all branding, links and creative content used as part of the Services is current;

BB. Betida has the right to request you remove, delete or unpublish any content or materials or activities related to or arising from the Program and you will comply immediately upon receiving notice from Betida;

CC. you will disclose all Traffic Sources to Betida at its request, including media buying and pay-per-click advertisements which may be approved by Betida (at its absolute discretion);

DD. if you conceal or avoid disclosing any Traffic Sources, Betida may reduce the Payment or terminate this Agreement;

EE. you will actively advertise Betida in accordance with the requirements of Schedule A and in accordance with all directives and/or guidelines issued to you in writing by Betida from time to time;

FF. you may use banners and pay-per-click advertisements only with the advance written permission of Betida, in which case you agree to comply with a negative keyword list that may be issued by Betida from time to time;

GG. your marketing and advertising pursuant to the Program:

i. will be sensitive to all cultures and you will not offend any audiences; and

ii. will not be discriminatory, including but not limited to on the basis of race, national origin, religion, gender, age, disability or sexual orientation;

HH. if you wish to sell the business comprised of participating in the Program (“Business”):

i. you will provide Betida with thirty (30) days advance written notice of the intention to sell the Business via email to your usual Betida contact and provide:

• intended sale date;
• purchaser details (full name, residential address, email, phone, bank details) to enable Betida to conduct compliance and verification; and
• confirmation that Betida is authorised to pay the purchaser the Payment after sale;

ii. the Purchaser must agree to the terms of this Agreement and you will do all acts required to obtain their approval in the manner required by Betida;

iii. you agree that:

a. Betida has no obligation to allow the purchaser to participate and may terminate this Agreement upon notification; and

b. your participation ends on the sale date unless you notify Betida in writing at least seven (7) days before the sale date of any change.

Schedule C — Payment

The Parties agree as follows:

A. Payment will be in the amount and currency, utilise the payment method and be processed on the date communicated to you in writing by Betida from time to time, and may include but is not limited to a percentage of the wager activity of Users.

B. Betida may amend the Payment amount, currency and payment method at its absolute discretion, and without any liability to you whatsoever.

C. Betida may, at its absolute discretion, reject any request from you in relation to modifying the Payment amount, currency or payment method.

D. For the avoidance of doubt, you will not be entitled to any Payment where your participation is in breach of this Agreement. Betida reserves the right to withhold all or part of any Payments that would otherwise be owing, including where Betida identifies or suspects:

• brand keyword promotion / brand bidding;
• arbitrage, match betting, or use of casino systems designed to beat the house;
• incentivised Traffic Sources without prior written approval;
• unlawful, abusive, or bad faith Traffic Sources; or
• brand bidding or IP violations.

E. Betida reserves the right to refuse, suspend or close any User accounts and no entitlement to any Payment will arise from those accounts.

F. The Payment may comprise:

i. Commission (if offered by Betida):

a. Commission is calculated on wager activity of Users only.

b. The rate or percentage will be provided to you by Betida from time to time and is subject to change at Betida’s discretion.

c. Commission will not accrue for:

• accounts you create (or created at your request/on your behalf);
• accounts created by your employees or immediate family;
• accounts which already existed prior to a user utilising your Referral Link.

ii. Other payment structures offered by Betida from time to time.

G. You must notify Betida at least thirty (30) days in advance of the usual payment processing date if your account details change. Betida takes no responsibility for paying to an incorrect account where you failed to update details in accordance with this clause.

Schedule D — Eligibility Requirements

You must comply with the following:

A. Minimum 18 years old or the age of majority in the jurisdiction in which you are a resident;

B. Compliance with all relevant policies issued by Betida;

C. Any other criteria specified by Betida from time to time, including adhering to the Betida Terms and Conditions and Privacy Policy.