BetNova Affiliates - Terms and Conditions

Affiliate Terms

WHEREAS, Goldrush Canada Ltd. ("Goldrush") is the licensed operator of the iGaming website(s) and mobile application(s) to which the Affiliate Program relates;

WHEREAS, NovaRush Marketing Inc. ("NRM" or “Company”) is the entity responsible for managing and administering the affiliate marketing program described herein (the "Affiliate Program");

WHEREAS, NRM is the exclusive contracting party for all matters relating to the Affiliate Program, and Goldrush is solely responsible for the operation of the BetNova Website (defined below);

These terms and conditions (“Affiliate Terms”) form a part of the Affiliate Partnership Agreement (“Agreement”) between NRM and the entity or individual mentioned in the Registration Form (“Affiliate” or “You") in relation to NRM’s affiliate marketing program (“Affiliate Program”), whereby approved affiliates refer real money players to the iGaming website or mobile application operated by Goldrush or the BetNova Website (as defined below).

 Please read these Affiliate Terms carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to our Affiliate Program. You will be asked to agree to these Affiliate Terms before becoming an Affiliate.

 If you have any questions or comments about the Affiliate Program, please contact us by writing to our Affiliate Team at affiliates@BetNova.ca. NRM may update the contact details for the Affiliate Team from time to time by posting revised details on the BetNova Website or by notifying Affiliates in writing, and such updated details shall apply from the date of posting or notification (as applicable).  

  1. Definitions and interpretation

1.1.  In the Agreement:

“Acceptance Email” means an email sent by the Company to an Affiliate in accordance with Clause 2.3 confirming that the applicant has been accepted into the Affiliate Program;

“Affiliate” means the person (natural or legal) specified as the applicant for our Affiliate Program on the Registration Form;

“Affiliate Program” means the Company's website affiliate Program for the BetNova gaming site;

“Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form;

 “AGCO” means the Alcohol and Gaming Commission of Ontario

“Agreement” means the agreement between the Company and the Affiliate incorporating these Affiliate Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

“Brand” means the BetNova brand and any associated logos, trade names, trademarks, get-up and other brand elements as determined by the Company from time to time;

“Effective Date” means the date the Agreement comes into force as specified in Clause 2;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any Third Party, changes to the law, disasters, explosions, fires, floods, epidemic, pandemic  riots, terrorist attacks and wars);

“Game Providers” the entities providing the games of chance or mixed games of chance and skill offered through the BetNova Website.

“Gross Gaming Revenue” means, in respect of any period, the total real-money wagers placed by Leads on the BetNova Website during that period (excluding jackpot contributions and any void, cancelled or reversed bets) less the total winnings paid out to such Leads in that period (excluding any jackpot payouts);

 “iGaming Standards” means the AGCO Registrar’s Standards for Internet Gaming, as amended or replaced from time to time. (Available at: https://www.agco.ca/lottery-and-gaming/guides/registrars-standards-internet-gaming )

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Third Party” means any person or entity other than the Company and the Affiliate, and “Third Parties” shall be construed accordingly;

 “Leads” means the tracked persons using the BetNova Website as a result of promotion by the Affiliate via a Link and whose most recent (“last touch”) referral prior to registration was from an Affiliate Website: (a) who provides registration information to Goldrush or the third-party provider managing the BetNova Website (including without limitation the provision to Goldrush of a valid email address); and (b) for whom Goldrush or the third-party provider managing the BetNova Website opens a new verified customer account, provided that an individual customer shall cease to be considered a “Lead” for purposes of the Agreement thirty-six (36) months after their registration on the BetNova Website.

“Link” means a hyperlink or QR Code (whether embedded in text or an image or otherwise) from the Affiliate Website to the BetNova Website in the form, of the design, and in a position on the Affiliate Website specified on the BetNova Website.

“Parties” means the Affiliate and the Company. The Affiliate and the Company may be referred to individually as a “Party” or collectively as the “Parties”.

“Payments” means payments of: (i) a one-time bounty payment for every new registration that deposits and places at least one wager and satisfies the relevant Payment Trigger; and/or (ii) a predetermined percentage of Net Gaming Revenue in respect of the applicable BetNova product lines mutually agreed to by the Parties, or such other form of payment as may be agreed in writing between the Parties from time to time. This method of payment will be confirmed in the Acceptance Email, which will be sent by the Company to the Affiliate in respect of each Payment Trigger during the Term (subject to the provisions of the Agreement);

"Personal Information" means information about an identifiable individual or information that is reasonably capable of identifying an individual, whether alone or in combination with other information;

“Net Gaming Revenue” shall be defined as the Gross Gaming Revenue generated from the Leads in the period less the following amounts, if and where applicable:

  1. bonuses granted to players;
  2. refunds made to players;
  3. charge backs;
  4. charges (other than charge backs) levied by electronic payment or credit card organizations (including for use of “electronic wallets”);
  5. amounts paid to Game Providers in relation to the relevant games;
  6. taxes deducted at twenty percent (20%) of Gross Gaming Revenue;
  7. reversals, fraudulent or voided/modified transactions;
  8. bad debt of end users;
  9. betting or gambling duty, licensing or registration fees or similar taxes;
  10. any other expenses incurred in the Company’s discretion (acting reasonably) to provide the games, including without limitation any fees, costs or expenses payable to third party service providers, platform providers,
  11. payment processors, or regulators; and
  12. an administrative fee equal to twenty percent (20%) of Gross Gaming Revenue, which the Affiliate acknowledges and agrees is a fair and reasonable allocation of the Company’s overhead, operational and administrative
  13. costs associated with providing the games and operating the BetNova Website.

“Payment Trigger” means a wager on the BetNova Website: (a) made in respect of an eligible BetNova product line (as agreed by the Parties in writing) which is not funded by any bonuses granted by the Company (pursuant to the terms and conditions applied by the Company to the relevant bonus promotion); and (b) which is made by a user who first visited the BetNova Website by means of a Link and who made such wager within 30 days of the date of that first visit;

“Prohibited Materials” means content, works or other materials that the Company determines (acting reasonably) constitute:

  1. indecent, obscene, pornographic or lewd material;
  2. material that breaches any applicable laws, regulations or legally binding codes, including without limitation Canada’s Anti-Spam Legislation (CASL);
  3. material that infringes any third-party intellectual property rights or other rights;
  4. material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
  5. computer viruses, spyware, trojan horses or other malicious or harmful routines, Programs or software; and/or
  6. spam or bulk unsolicited email
  7. material that is defamatory, threatening or harassing;
  8. material that is racially, ethically or otherwise offensive or discriminatory;
  9. material that is politically explosive or otherwise controversial;

“Registration Form” means the HTML form on the BetNova Website enabling users to apply to become Affiliates;

“Term” means the term of the Agreement; and

“BetNova Website” means the website accessible via the URL www.BetNova.ca and any mobile applications that Goldrush offer by virtue of its registration with AGCO.

1.2. In the Agreement, a reference to a statute or statutory provision includes a reference to:           

  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time;

AND

  1. any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

  1. The Agreement

2.1.  In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form and accept these Affiliate Terms during the registration process, and must provide all information and documents reasonably requested by the Company for due diligence and compliance purposes, all of which the applicant represents and warrants shall be true, accurate, current and complete.

2.2.  If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3. The Agreement will come into force if and when the Company sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.

2.4 The Agreement will continue in force for a period of three years (36 months), unless and until terminated in accordance with Clause 11, provided that the Company may from time to time suspend the Affiliate’s participation in the Affiliate Program (in whole or in part) on written notice where reasonably necessary for operational, commercial, legal or regulatory reasons, without such suspension constituting a termination of the Agreement.

  1. Affiliate Program

3.1. The Affiliate will within 7 days following the Effective Date include one or more Links on the Affiliate Website and will maintain those Links on the Affiliate Website during the Term.

3.2. The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Company's trade marks and branding and/or to ensure compliance with applicable laws, regulations, licence conditions, registrar or regulatory standards, codes of practice or the Company’s policies, and the Affiliate agrees to make such amendments within seven (7) days of the request.

  1. Affiliate obligations

4.1 The Affiliate will provide the Company with:

  1. such co-operation as is required by the Company (acting reasonably) in connection with the Affiliate Program, including in relation to any regulatory, compliance, audit or investigation matters; and
  2. all information and documents required by the Company (acting reasonably) in connection with the Affiliate Program, including for due diligence, “know your business” and ongoing monitoring purposes, and will promptly correct any information or document that is or becomes untrue, inaccurate or incomplete.

4.2.  The Affiliate must:

  1. keep the Affiliate Website up-to-date and in good working order;
  2. ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;
  3. ensure all marketing of or relating to the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, good industry practice generally, and any marketing, brand or compliance guidelines notified by the Company from time to time; and
  4. ensure that the performance of its obligations and the exercise of its rights under this Agreement do not cause, or are not reasonably likely to cause, the Company or any of its partners to be in breach of any applicable laws, regulations, licence conditions, registrar or regulatory standards or codes of practice.

4.3. The Affiliate must not:

  1. include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;
  2. market the Affiliate Website or the BetNova Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial, misleading or deceptive methods;
  3. increase or seek to increase the number of Payment Trigger events using any fraudulent, misleading, deceptive or artificially manipulative method (including, without limitation, self-referrals, incentivised traffic that has not been expressly approved in writing by the Company, or any form of cookie stuffing or similar techniques);
  4. make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company;
  5. include any hyperlink to the BetNova Website from the Affiliate Website that is not a Link; or
  6. include any reference to the Company or the BetNova Website on the Affiliate Website which may be deemed as negative or which could reasonably be expected to damage the reputation or goodwill of the Company or the BetNova Website.

4.4. The Affiliate will not take any action in connection with the Affiliate Program which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Company and/or the BetNova Website, or which, if undertaken by the Company itself, would constitute a breach of any applicable laws, regulations, registration/license conditions, iGaming Standards or codes of practice.

4.5. Affiliate may not modify, impair, disable or otherwise interfere with any tracking codes, cookies, Links and/or other technology required by the Company or its designated affiliate network service provider (including Income Access or any successor provider) in order to ensure proper tracking.

 4.6. Affiliates must not “spam” and/or use unsolicited email and shall comply with all applicable anti-spam laws and regulations (including, where applicable, Canada’s Anti-Spam Legislation (CASL). If the Company reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, the Company may, in its sole discretion, immediately suspend or terminate such Affiliate’s participation in the Affiliate Program and withhold any Payments attributable to Leads generated in breach of this Clause.

4.7. Each Affiliate is responsible for the quality and origin of the traffic that it provides to the BetNova Website and the Affiliate will always remain responsible for the quality and origin of that traffic. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the Company (including, without limitation, fraudulent Leads, incentivised Leads not approved in writing by the Company, or Leads generated in breach of applicable laws or this Agreement), the Company may, in its sole discretion, immediately suspend or terminate such Affiliate’s participation in the Affiliate Program and withhold or claw back any Payments attributable to such Leads.

 4.8. If an Affiliate accidentally or unknowingly directs Leads of a questionable quality and/or origin to the BetNova Website, the Company may issue a written warning to the Affiliate, notifying the Affiliate of the questionable traffic. If, after three (3) written warnings in any rolling twelve (12) month period, the Affiliate still directs Leads of a questionable quality and/or origin to the BetNova Website, the Company may, in its sole discretion, immediately suspend or terminate such Affiliate’s participation in the Affiliate Program and withhold or claw back any Payments attributable to such traffic.

 4.9. Affiliates are not permitted to copy any other affiliate’s website or any website operated by the Goldrush or Company or their partners. The Company reserves the right to suspend and/or terminate an Affiliate’s participation in the Affiliate Program if they are found to have copied another affiliate’s website or any such other website, and to withhold or claw back any Payments attributable to Leads generated via such copied content.

 4.10. Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and similar technologies and will use all necessary notification and consent procedures regarding the use of cookies and similar technologies to all visitors to the Affiliate Website, including providing a clear and easily accessible cookie policy.

 4.11.  The Affiliate shall ensure that the Affiliate Website and all related marketing, promotional and advertising activities target only individuals located in those jurisdictions in which the Company is authorised to offer the relevant BetNova products (currently only Ontario, Canada) and shall not knowingly target or direct such activities to individuals located in any jurisdiction in which such activities would be unlawful or would cause the Company or any of its partners to be in breach of applicable laws, regulations, licence/registration conditions, iGaming Standards or other regulatory standards or codes of practice. The Affiliate shall, in operating the Affiliate Website and in conducting all marketing, promotional and advertising activities relating to the BetNova Website, at all times comply with: (i) all applicable laws, regulations and regulatory guidance (including, without limitation, those applicable in the Province of Ontario where the BetNova Website is offered to players in Ontario); (ii) the iGaming Standards, as amended from time to time, including without limitation Standards 1.21, 2.03, 2.04, 2.05 and 2.06, to the extent applicable; and (iii) all policies, procedures, guidelines and codes of conduct provided or made available by the Company from time to time. The Affiliate shall promptly implement any changes to the Affiliate Website and to its marketing, promotional and advertising activities that the Company may reasonably require from time to time in order to ensure ongoing compliance with this Clause.

 4.12. The Affiliate shall not, whether directly or indirectly, market, promote, or provide any links, referrals or other forms of traffic to any online gaming site that, without a valid registration with the Alcohol and Gaming Commission of Ontario (AGCO), facilitates or accepts wagers from players located in Ontario. The Affiliate shall not, in any advertising, marketing, communications, or materials (whether online or offline), communicate or otherwise make available gambling inducements, bonuses or credits, including but not limited to signup offers, deposit bonuses, free bets, free credits, or similar incentives, except to the extent expressly permitted in writing in advance by the Company and in full compliance with all applicable laws and regulations in Ontario.

  1. Benchmark Performance Clause

5.1. The Parties agree to establish a benchmark figure representing the average number of depositing customers and/or the average Net Gaming Revenue generated by the Affiliate per calendar month (the "Benchmark Figure"). The Benchmark Figure shall be determined following (i) a trial period, or (ii) an analysis of performance over the first three (3) months of the Agreement and may be adjusted from time to time by mutual written agreement of the Parties. The Benchmark Figure will serve as the basis for measuring the Affiliate’s ongoing performance and for determining whether any changes to the commercial terms are appropriate.

5.2. The Affiliate acknowledges and agrees that its obligations under this Agreement include the continuous and active promotion of the Brand in order to achieve, on average, the Benchmark Figure each month during the Term. While it is understood that performance may fluctuate month to month, the Parties expect that, over any reasonable period of assessment, the Affiliate will generate a consistent average of depositing customers and/or Net Gaming Revenue in line with the Benchmark Figure, and the Affiliate acknowledges that sustained underperformance may result in a review and adjustment of the commercial terms in accordance with Clause 5.3.

5.3. Failure to maintain consistent performance in accordance with the Benchmark Figure over a reasonable assessment period, without valid justification, shall entitle the Company, at its discretion, to (a) renegotiate the commercial terms (including, without limitation, the applicable commission rates, Payment model and/or Benchmark Figure); and/or (b) downgrade the Affiliate’s commission tier or suspend the Affiliate’s participation in the Affiliate Program in whole or in part, and, if such underperformance continues for a further reasonable period following written notice from the Company, to treat such failure as a material breach of this Agreement and terminate the Agreement in accordance with Clause 12.

  1. Intellectual Property Rights

6.1. The Company grants to the Affiliate during the Term a worldwide, non-exclusive, non-transferable, revocable, royalty-free licence to reproduce electronically and publish on the Affiliate Website or the Affiliate’s approved social media channels such content, Links and other marketing materials as are expressly approved or provided by the Company from time to time, solely for the purposes of participating in the Affiliate Program and subject to the terms of this Agreement.

 6.2. The Company does not warrant that the use of the Links by the Affiliate will not infringe any third-party Intellectual Property Rights or give rise to any other liability on the Affiliate, and, except as expressly set out in this Agreement, all warranties, representations and conditions (whether express or implied by statute, common law or otherwise) in relation to the Links, the BetNova Website, the Affiliate Program and any marketing materials provided by the Company are excluded to the fullest extent permitted by law.

 6.3. Paid Search and Online Advertising Restrictions.

  1. The Affiliate shall not, whether directly or indirectly, and shall ensure that none of its group companies, subcontractors, media buyers or other third parties acting on its behalf shall: (a) bid on, purchase, reserve, or otherwise use in any online advertising, paid media, or search marketing activity (including but not limited to Google Ads, Bing, Meta, TikTok, YouTube, programmatic networks, demand-side platforms, native advertising platforms, and any successor or similar services) any of the following as keywords, search terms, or other identifiers: (i) the brand names, trademarks, trade names, URLs, or domains of BetNova or any other brand operated by or on behalf of the Company or Goldrush (together, the "BetNova Brands"); (ii) any spelling variations, misspellings, translations, abbreviations, or other terms that are identical, similar, or confusingly similar to the BetNova Brands; or (iii) any brand-related or intent-based gambling keywords that reasonably indicate a user’s intent to find, access, or interact specifically with the BetNova Brands (including, without limitation, combinations of the BetNova Brands with generic gambling terms such as "casino", "slots", "bonus", "free spins", "promo code", "sportsbook", "poker", "sports", "free", "offers", "promotion", "bet", "betting", "gambling", "deposit", "payment", "free spins", "games", "machines" or any synonyms or variations).
  2. The Affiliate shall implement and maintain all negative keywords, negative placements, and other exclusion criteria notified in writing by the Company from time to time in connection with any of the Affiliate’s online advertising or paid media activities that may generate traffic to the Affiliate Website or to any property that ultimately refers users to BetNova or any other BetNova Brand. Upon request by the Company, and no more frequently than once per calendar quarter unless there is a reasonable suspicion of breach, the Affiliate shall provide the Company with a complete and accurate written disclosure of all keywords, search terms, negative keywords, domains, placements, and media buying strategies used in connection with any campaigns that may generate traffic to the Affiliate Website or to any property that ultimately refers users to BetNova or any other BetNova Brand. The Affiliate shall provide such information within ten (10) business days of the Company’s written request. Any breach of this clause shall be deemed a material breach of this Agreement and shall entitle the Company, without limitation to any other rights or remedies, to immediately suspend or terminate the Affiliate’s participation in the Affiliate Program and to withhold and/or claw back any payments attributable to traffic or customers obtained in breach of this clause.

 6.4.  The Affiliate shall not collect, process, store, use, disclose or attempt to collect any Personal Information from or about any individual who accesses, is referred to, or expresses interest in any Link, including any player, prospective player or other visitor, except for limited, non-identifiable information that is strictly necessary for the Affiliate to perform its obligations under this Agreement and that does not directly or indirectly identify any individual. Without limiting the generality of the foregoing, the Affiliate shall not create, maintain or attempt to create or maintain any database or other record of Personal Information relating to any referred or prospective players, and shall not seek to match, link or otherwise associate any tracking data or cookies with identifiable individuals. The Affiliate shall at all times comply with the Personal Information Protection and Electronic Documents Act (PIPEDA), the Freedom of Information and Protection of Privacy Act (FIPPA), and all other applicable privacy, data protection and anti-spam laws and regulations in any jurisdiction in which it carries out activities under this Agreement. If the Affiliate becomes aware of any actual or suspected breach of this clause or of any applicable privacy or data protection law in connection with this Agreement, the Affiliate shall promptly notify the Company in writing and shall cooperate fully with the Company in investigating and remediating such breach, including by providing all information reasonably requested by the Company.

 6.5.  All right, title and interest (including all Intellectual Property Rights) in and to the Company’s websites, the Affiliate Program, all marketing and promotional materials provided or made available by the Company, and all data and information relating to the Company’s customers and users (including any personal data, account data, transactional data, usage data and any anonymised or aggregated data derived therefrom) shall at all times remain the exclusive property of the Company or Goldrush and/or its licensors. Except for the limited licence expressly granted in this Agreement, no rights (whether by licence, assignment, or otherwise) are granted to the Affiliate in respect of any such websites, Programs, materials, or data. The Affiliate shall only access, use, process, store, or otherwise handle any data or information relating to the Company’s customers or users to the extent, and strictly for the purposes, expressly authorised by this Agreement or in writing by the Company, and not for any other purpose (including any independent marketing, profiling, analytics or product development unrelated to the Affiliate’s performance of this Agreement).

The Affiliate shall keep all data and information relating to the Company’s customers and users strictly confidential, shall not disclose such data or information to any third party except as expressly authorised in writing by the Company or required by applicable law, and shall implement and maintain appropriate technical, administrative, and organisational measures to protect such data and information against unauthorised or unlawful processing and against accidental loss, destruction, or damage. The Affiliate shall limit the collection, access, use, and retention of any data or information relating to the Company’s customers and users to what is necessary for the performance of this Agreement, shall not retain such data or information for longer than is necessary for that purpose or as required by applicable law, and shall securely delete or return such data and information upon the earlier of termination of this Agreement or the Company’s written request. The Affiliate shall comply at all times with all applicable data privacy laws and any information security, data protection, and privacy standards, policies, and requirements notified or made available by the Company from time to time, and shall promptly provide the Company with such information regarding its security and data protection practices as the Company may reasonably request to verify the Affiliate’s compliance with this Agreement.

  1. Payments

7.1.  In respect of each Payment Trigger which can be verified by the Company (acting reasonably) in accordance with its tracking systems and records, the Company will make a Payment to the Affiliate in accordance with this Clause 7 and the Remuneration Schedule (as may be amended from time to time in accordance with this Agreement), and any additional remuneration schedule agreed in writing between the Parties, provided that the Affiliate is not in breach of this Agreement or applicable laws in the relevant period.

7.2.  The Company will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of that calendar month, unless the amount due is less than  $50.00 (or such higher minimum payment threshold as the Company may notify to the Affiliate from time to time), in which case the Payments may be held over and added to the next payment date until the threshold is met.

7.3. All Payments stated in or in relation to the Agreement are stated exclusive of any applicable sales, value added, goods and services, harmonised sales or similar taxes, and the Affiliate is solely responsible for accounting for and paying any such taxes properly due in respect of the Payments.

7.4.  If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.

7.5. Payments to the Affiliate will be made by the available payment channels advertised and agreed upon (using such payment details as are provided by the Affiliate on the Registration Form or as otherwise notified in writing to the Company), and the Company shall not be liable for any delay or failure in payment resulting from incorrect, incomplete or out-of-date payment details supplied by the Affiliate or from charges, fees or other deductions applied by financial intermediaries.

7.6. If the Company does not pay any amount properly due to the Affiliate under or in connection with the Agreement, and such amount remains unpaid for more than thirty (30) days after the Affiliate has given the Company written notice of non-payment, the Affiliate may charge the Company simple interest on the overdue amount at the rate of 4% per year above the prime rate published by the Bank of Canada from time to time, such interest to accrue on a daily basis from the date of expiry of that thirty-day period until the date of actual payment.

7.7. No Payments will be due in respect of:

  1. any wagers on the BetNova Website made by or on behalf of:
      the Affiliate;
    ii.   any parent undertaking or subsidiary of the Affiliate;
    iii.  any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
    iv.  by any natural person related any of the above;
  2. any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;
  3. any purchases on the BetNova Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to require repayment of Payments made as a result of such purchases).

7.8. Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions including breach of applicable laws including iGaming Standards.

7.9. Clause 7.6 sets out the Affiliate’s sole and exclusive remedy in respect of any delay in the payment of amounts properly due to the Affiliate under or in connection with the Agreement, and the Affiliate shall not be entitled to any other interest, damages or compensation in respect of any such delay.

  1. Warranties

8.1. Each Party warrants to the other Party:
       a)    that it has the legal right and authority to enter into and perform its obligations under the Agreement; and
       b)    that it will perform its obligations under the Agreement with reasonable care and skill.

8.2.  All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

  1. Indemnity

The Affiliate shall indemnify, defend and hold harmless the Company, together with its respective officers, directors, employees, representatives, agents, subcontractors, successors and assigns (collectively, the "Company Indemnitees"), from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal and professional fees and expenses) arising out of or relating to any claim, demand, action, suit or proceeding by any third party arising out of or relating to: (a) the Affiliate’s participation in the Affiliate Program; (b) the Affiliate’s use of any marketing, promotional or other materials provided or approved by the Company; or (c) any allegations of fact that, if true, would constitute a breach of this Agreement by the Affiliate, or negligence, recklessness or wilful misconduct by the Affiliate.

  1. Liability

10.1. Nothing in the Agreement will exclude or limit the liability of either Party for:

  1. death or personal injury caused by that Party's negligence;
  2. fraud or fraudulent misrepresentation on the part of that Party; or
  3. any other liability which may not be excluded or limited under applicable law.

10.2. Subject to Clause 10.1, the Company's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

  1. the Company will not be liable for any:
    loss of profits, income or anticipated savings,
      ii. loss or corruption of any data, database or software,
      iii. reputational damage or damage to goodwill,
       iv. loss of any commercial opportunity, or 
        v. indirect, special or consequential loss or damage;
  2. the Company will not be liable for any losses arising out of a Force Majeure Event;
  3. the Company's liability in any calendar year will in no circumstances exceed the total                      amount paid (or, if greater, payable) by the Company to the Affiliate under the Agreement during that calendar year; and
  4. the Company's aggregate liability will in no circumstances exceed the total amount paid (or, if greater, payable) by the Company to the Affiliate under the Agreement.
  1. Force Majeure Events

11.1. Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.

11.2. A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

11.3. The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.

  1. Termination

12.1. Either Party may terminate the Agreement at any time by giving not less than thirty (30) days’ written notice to the other Party, provided that nothing in this Clause 12.1 will limit the Company's rights to suspend the Affiliate’s participation in the Affiliate Program or to terminate the Agreement immediately in accordance with Clauses 12.2 and 12.3.

12.2. The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:

  1. commits any breach of any term of the Agreement (including, without limitation, any breach of Clauses 4 or 5), and, where such breach is capable of remedy in the sole discretion of the Company, fails to remedy that breach within seven (7) days of receiving written notice from the Company specifying the breach and requiring it to be remedied;
  2. becomes insolvent or enters into any insolvency process or procedure; or
  3. (where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order; or
  4. engages in any conduct (including, without limitation, sending spam, generating Leads of a questionable quality and/or origin, or otherwise failing to comply with applicable regulatory requirements) which the Company reasonably believes would, or would be likely to, cause the Company or any of its partners to be in breach of any applicable laws, regulations, licence conditions, registrar or regulatory standards or codes of practice.
  5. is, or is reasonably suspected by the Company (acting in good faith) of being, involved in any fraudulent, dishonest or criminal activity, or any activity that may bring the Company, Goldrush or the BetNova Website or any of the Company’s partners into disrepute.

12.3. If an Affiliate does not generate any registrations or any Net Gaming Revenue for the Company for a continuous period of greater than twelve (12) months, the Company may terminate this Agreement with or without notice to the Affiliate, and, following the end of such twelve (12) month period, no further Payments shall accrue or be payable to the Affiliate in respect of any period of non-performance or inactivity, and any existing balances below the minimum payment threshold may, at the Company’s discretion, be forfeited.

12.4 Upon expiry or termination of this Agreement for any reason, the Affiliate shall promptly (and in any event within thirty (30) days of such expiry or termination): (i) return to the Company, or at the Company’s written direction make available for secure transfer to the Company, all data, information and materials relating to the Company, its customers and the Affiliate Program then in the Affiliate’s possession, custody or control; and thereafter (ii) permanently delete, destroy and purge all copies of such data, information and materials (including all backup, archival and disaster recovery copies) from all systems, media and devices within its possession, custody or control, in each case at no additional cost to the Company. The Affiliate shall, upon the Company’s request, provide written certification that it has complied with this clause, provided that nothing in this clause shall require the Affiliate to delete or destroy any data that it is required to retain by applicable law, in which case the Affiliate shall continue to protect such data in accordance with its obligations under this Agreement and applicable law.

  1. Effects of termination

13.1. Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or 13.1. Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4.3 to 4.5 (inclusive), 6.4 to 6.5 (inclusive), 7.7, 7.8, 8, 9, 12 and 13, together with any other provisions which by their nature are intended to survive termination.

13.2. If the Agreement is terminated by the Company under Clause 12.2 or under Clause 12.3, the Company will not have any obligation to make any further Payments to the Affiliate, and no Payments shall accrue to the Affiliate in respect of any period following the effective date of termination or during which the Affiliate was in breach of the Agreement or otherwise in non-compliance with applicable laws, regulations, licence conditions, registrar or regulatory standards or codes of practice.

 13.3. Subject to Clause 13.2:

  1. the Company will pay to the Affiliate all Payments arising from Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement, provided that no such Payments shall be due or payable in respect of any period during which the Affiliate was in breach of the Agreement or otherwise in non-compliance with applicable laws, regulations, licence conditions, iGaming Standards or other regulatory standards or codes of practice, and further provided that any negative Net Gaming Revenue or other negative balances may be set off in accordance with Clause 7.8;

AND

  1. termination of the Agreement will not affect either Party’s accrued rights as at the date of termination, save as expressly provided in this Clause 13.

13.4. Provided that the Company has paid or does pay to the Affiliate such sums as are properly due and owing at the date of termination in accordance with Clauses 7 and 13 (which shall be subject to any rights the Company has to make deductions, set-offs or withholdings whether under this Agreement or otherwise), the Company shall have no further liability to pay the Affiliate any further sums, and the Affiliate shall not be entitled to any compensation, damages or other payments in respect of the termination of the Agreement or the loss of prospective commissions.

  1. General

14.1. Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, courier, or sent by email, for the attention of the relevant person, and to the relevant address or email address specified on the Registration Form (in the case of the Affiliate) or the BetNova Website (in the case of the Company) (or as notified by one Party to the other in accordance with this Clause).

14.2. A notice will be deemed to have been received at the relevant time set out below:

  1. where the notice is delivered personally or by courier, at the time of delivery (as evidenced by a signed delivery receipt or equivalent);
  2. where the notice is sent by pre-paid first class post, 48 hours after posting; and
  3. where the notice is sent by email, at the time of the transmission (provided that no bounce-back or other error message is received by the sending Party and the sending Party retains written evidence of the transmission).

14.3. No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

14.4. If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

14.5. Nothing in the Agreement will constitute a partnership, joint venture, agency relationship or contract of employment between the Parties. The Affiliate is and shall at all times be an independent contractor and not an employee, agent, or legal representative of the Company for any purpose, and the Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggests that there is any such relationship between the Parties.

14.6. The Agreement may be varied by the Company posting a new version of the Agreement on the BetNova Website and notifying the Affiliate in writing (including by email) that the Agreement has been varied. The Affiliate's continued participation in the Affiliate Program (including, without limitation, the continued use of Links or acceptance of Payments) after the date on which such notice is deemed received in accordance with Clause 14.2 will constitute the Affiliate's binding and irrevocable acceptance of the varied Agreement.

14.7. The Company may freely assign, transfer, novate or otherwise deal with its rights and/or obligations under the Agreement, in whole or in part, without the Affiliate’s consent, including to any affiliate of the Company or Goldrush or to any successor to all or part of the Company’s business or assets. The Affiliate may not assign, transfer, novate or otherwise deal with any of its rights or obligations under the Agreement without the prior written consent of the Company, and any purported assignment in breach of this Clause 14.7 shall be void.

14.8. The Agreement is made for the benefit of the Parties and is not intended to benefit any Third Party or be enforceable by any Third Party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third Party.

14.9. The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Subject to Clause 10.1, each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in the Agreement.

14.10. The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the Province of Ontario or any other jurisdiction). The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, in respect of any dispute arising out of or in connection with the Agreement.