Terms of Service
Last Updated: May 30, 2020
These terms (this 'Agreement') constitute a legal agreement between the Company and Customer. This Agreement governs Customer use of the Software and Service (as defined below). By signing a Services Agreement, Customer agrees to all terms and conditions of this Agreement. If Customer is entering into this Agreement on behalf of a company or other organization, Customer hereby warrants and represents that it is authorized to enter into this Agreement on behalf of such company or other organization.
For purposes of this Agreement, the following terms are defined as:
- Advertising Fee
- means fixed monetary payment made to Customer for promotion of the Company's Referral Links containing Company Sportsbook Operator tracking URLs, across Customer's Sites, Applications, and other owned digital properties.
- means a user of the Applications of Customer.
- Referral Link
- means a hyperlink generated by the Company as part of the Software and Services, containing either the Customer's or Company's Sportsbook Operator tracking URLs.
- Sportsbook Operator
- means a state licensed sportsbook that provides online gaming services to users twenty-one (21) years and older.
- means the provision to Customer of the Software that contains Company's Referral Links.
- means the Company software products that facilitate the creation and display of Referral Links that connect the Consumers of a Customer to a Sportsbook Operator.
The above language is intended for illustration purposes and should not be interpreted to restrict the scope of destinations that the Company deems monetizable.
Subject to the terms and conditions of this Agreement, the Company grants Customer a non-exclusive, non-transferable, non-sub-licensable license to use the Software and Service on the Applications during the term of this Agreement. Customer will not and will not permit any third party to (i) reverse engineer, decompile or otherwise attempt to discover the source code of the Software, (ii) interfere with the operation of the Software or Service; or (iii) use the Software or Service in any way other than as expressly set forth herein. The Company retains all right, title and interest in and to the Software and Service, all improvements and derivative works thereof, together with all Intellectual Property Rights embodied therein. Customer will have no rights with respect to the foregoing except for the limited license expressly set forth herein.
Responsibility for the Applications
Customer will be solely responsible for all matters related to the content, operation, and maintenance of the Applications, including, but not limited to: (i) creating and posting Sportsbook Operator descriptions and links on the Applications and linking to Sportsbook Operator websites; (ii) the accuracy and appropriateness of all materials posted on the Applications (including, but not limited to, all information regarding Sportsbook Operator and Sportsbook Operators' products and/or services); (iii) ensuring that all materials posted on the Applications do not infringe or misappropriate any third party intellectual property rights; and (iv) ensuring that all materials posted on the Applications are not defamatory or otherwise illegal.
Customer represents, warrants, and covenants that Customer shall comply with applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority or state gaming commission that has jurisdiction over Customer, including without limitation laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003), as well as any applicable Sportsbook Operator terms and conditions and policies, in each case to the extent applicable to Customer operation of the Applications and use of the Service and Software, including, without limitation, those regarding the disclosure of a material relationship inherent in the links on the Applications. Customer acknowledges that it is responsible for replying to any requests from state gaming commissions in a prompt and truthful manner and that Company is not accountable for any errors, omissions, or regulatory issues that arise therefrom.
If Customer wishes to use the Company Software and Service for any additional Applications, then Customer may request that such Applications are added to Customer account by notifying the Company at email@example.com. The Company may approve or reject each Website domain request or Application at its discretion. If the Company decides to reject a Website domain request or Application, it is not obliged to provide Customer with its reasons for doing so. If the Company approves a Website domain request or Application, it will notify Customer by email, and Customer may begin using the Company products in relation to such additional Applications. Should the additional Website domains be added without Company approval, the Company can at its discretion reverse all commissions earned.
Customer acknowledges and agrees that (i) the Company uses its sole discretion in determining which Sportsbook Operators the Applications will be affiliated with, as well as the number of Sportsbook Operators (if any) the Application will be affiliated with; (ii) the Company may (through the Software and with Customer permission) rewrite links on the Applications from one Sportsbook Operator to another in order to obtain the best value for Customer; and (iii) Sportsbook Operators may at any time send the Company notice requesting that Customer remove links or references to Sportsbook Operators' brands, products, services or trademarks and the Company will communicate this notice to Customer.
Customer will indemnify, defend, and hold harmless the Company and its officers, directors, shareholders, employees, and agents from and against any and all liabilities, losses, damages, and expenses (including reasonable attorneys' fees and disbursements) resulting from or based upon (i) any claim that the Application infringes or misappropriates any third party intellectual property rights; (ii) Customer breach of any representations or warranties made by Customer in this Agreement or of any other obligation of Customers set forth in this Agreement or (iii) any claim by any Consumer or other third party arising from Customer use of the Service or Software, unless due to the Company's negligence or willful misconduct. The Company will have no liability for these matters or for any of Customer end users' claims relating to these matters, and Customer agrees to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) Customer Applications or any materials that appear on Customer Applications, including the combination of Customer Applications or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of Customer Applications or any materials that appear on or within Customer Applications, and all other matters described in this Agreement; (c) Customer use of any Content, whether or not such use is authorized by or violates this Agreement, or applicable law; (d) Customer violation of any term or condition of this Agreement; or (e) Customer or Customer employees' negligence or willful misconduct.
Data Protection and Privacy Obligations
Disclaimer of Warranties
THE SOFTWARE AND THE SERVICE ARE PROVIDED 'AS IS.' THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE SOFTWARE, THE SERVICE, THE SPORTSBOOK OPERATORS ACCESSIBLE THROUGH THE SERVICE, THE OPERATION OF THE SOFTWARE OR THE SERVICE BEING UNINTERRUPTED OR ERROR-FREE, OR OTHERWISE WITH RESPECT TO THIS AGREEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT THAT THE COMPANY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY SUCH WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED BY APPLICABLE LAW.
Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY CONSUMER) FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE SERVICE OR OTHERWISE WITH RESPECT TO THIS AGREEMENT. IN NO EVENT WILL THE COMPANY'S LIABILITY FOR DAMAGES OR ALLEGED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE COMMISSIONS PAID TO CUSTOMER BY THE COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS.
Term and Termination
This Agreement will commence upon its execution and will continue until terminated by either Customer or the Company upon at least ten (10) business days prior written notice to the other party. In the event of termination of this Agreement for any reason other than Customer breach of this Agreement, the Company will pay outstanding Advertising Fees due to Customer in accordance with the terms of this Agreement. Upon termination of this Agreement for any reason, Customer will immediately cease use of, and promptly remove from the Applications, all instances of the Software and the Service and promptly return to Company, or at Company's request destroy, any and all copies of the Software, Service or other information relating to the intellectual property of Company in Customer's possession. Sections 1, 4, 7, 8, 9, 10, 11 and 12 will survive termination of this Agreement for any reason.
In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion will be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect. The paragraph headings herein are provided only for reference and will have no effect on the construction or interpretation of this Agreement. No waiver will be effective unless in writing. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Any dispute relating in any way to the The Company Program or Agreement will be resolved by binding arbitration, rather than in court, except that Customer may assert claims in small claims court if Customer claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of New York, without regard to principles of conflict of laws, will govern any dispute of any sort that might arise between Customer and Company. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Operating Agreement as a court would. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.
The Company reserves the right to update or modify this Agreement at any time and from time to time. When the Company makes changes to this Agreement, the 'Last Updated' date at the top of this Agreement will be revised. If there are material changes to the Agreement, Company will notify Customer of any such modifications by posting a message on the Company website. Customer should periodically review this Agreement. Customer's continued use of the Software and Service after any changes or revisions to this Agreement will indicate Customer agreement with the terms therein. Customer may not assign this Agreement without the prior written consent of the Company.
How to Contact Us
Please feel free to contact us at firstname.lastname@example.org if there are any questions about this Agreement or the Company's information practices with respect to personally identifiable information.