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Goliath Ltd - Affiliate Program Terms and Conditions

 

Version 1.0

 

Effective Date: 18/02- 2019

 

  1. Overview

 

The below terms and conditions set forth a legally binding agreement between you (the “Affiliate”; “you” or “your”) and GOLIATH LIMITED, a private limited liability company registered and incorporated in Malta, with company registration number C 82861 and whose registered address is situated at 175, Level 1, Independence Avenue, Mosta MST 9024, Malta, European Union (“Goliath”; “we”; “us” or “our”) and regulates the relationship between you and us in respect of our Affiliate Program (the “Agreement”).

 

No terms or conditions, other than those set out in this Agreement, shall be legally binding on Goliath, unless we expressly agree otherwise in writing.

 

Accordingly, it is important that you read this entire Agreement carefully to ensure that you fully understand your rights and obligations, and the potential repercussions and liability for you should you fail to adhere to your obligations or in any other way be in breach of this Agreement!

 

By applying to register or otherwise registering as an affiliate with Goliath, and/or by accessing any of our marketing tools or websites or by accepting any reward, bonus or commission, whether provided for in this Agreement or elsewhere, you (the Affiliate) confirm that you (i) have read this Agreement in its entirety, (ii) accept all of the terms and conditions set forth herein in this Agreement in full and (iii) that you agree to be legally bound by them.

 

If you do not accept any of the terms and conditions in this agreement, then it is your responsibility to withdraw your affiliate application and/or to terminate this Agreement in accordance with Clause‎ 12. If, however, you do not withdraw your affiliate application or terminate this Agreement, then the terms and conditions set out herein will remain binding upon you in full.

 

You may print this document for your records.

 

  1. Definitions

 

  • In this Agreement, the following definitions shall apply:

 

  • Affiliate” means you, the person or entity, who applies to register and participate in our Affiliate Program.

 

  • Affiliate Account” means the account for the Affiliate which is set up after an Affiliate Application is made by the Affiliate and approved by Goliath.

 

  • Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.

 

  • Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) to the Goliath Websites.

 

  • Affiliate Partner” means a partner registered in our Affiliate Program.

 

  • Affiliate Program” means the affiliate program operated by Goliath, by means of which Goliath collaborates with approved third-party partners who promote and generate traffic to the Goliath Websites.

 

  • Affiliate Website(s)” means any website on the world wide web which is maintained, operated or otherwise controlled by the Affiliate.

 

  • Chargeback” means reversal of a payment made to Goliath by a New Customer or the credit card-issuing bank or any other third party payments solution provider.

 

  • Commission” means the percentage of the Net Revenue as set out in the applicable Commission Structures for each particular product.

 

  • Commission Structures” means the commission structures or any specific commission structure expressly agreed between Goliath and the Affiliate.

 

  • Confidential Information” means any trade secrets (as defined by the Trade Secrets Act, Chapter 589 of the Laws of Malta) of Goliath, andany other information of a commercial or operational value to Goliath, whether or not recorded in documentary form or in any other medium, and shall include (without limitation) business affairs and business information, business plans and strategies, financial reports market research, know-how, products (including games), sales targets and statistics, market share and pricing statistics, marketing surveys and plans, market research reports, sales techniques, price lists, discount structures, advertising and promotional materials, methods of operation, technology, technical information and website information, player databases and supplier databases, the names, addresses telephone numbers, contact names, identities and all other Personal Data about New Customers, other customers and users of the Goliath Websites.

 

  • Fraud” means any form of fraud committed by a New Customer or an Affiliate which, in the sole opinion of Goliath, is deliberately practiced by a New Customer and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain (such as to artificially increase commissions payable), including but not limited to (a) Fraud Costs, (b) Charge-Backs, (c) bonus abuse by a New Customer or group of New Customers, (d) your (or a third party’s) encouragement to a New Customer to abuse our bonus offers, (e) collusion on the part of the New Customer with any other players (including any other New Customer), (f) your (or a third party’s) offering or providing unauthorised incentives (financial or otherwise) to players to encourage them to sign up or (g) dropping or stuffing cookies.

 

  • Fraud Costs” means the costs incurred (financial or otherwise) by Goliath as a direct or indirect result of Fraud by committed by you, your employees, sub-affiliates, business partners and/or any third parties or customers linked to your Affiliate Account to whom you, as an affiliate, have directed to the Goliath Websites.

 

  • Goliath Intellectual Property Rights” means Intellectual Property Rights owned by or otherwise licensed to Goliath.

 

  • Goliath Websites” means the website with the domain name: https://www.goliathcasino.com/ and any other website that may be added to the Affiliate Program by Goliath from time to time.

 

  • Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

  • Net Revenue” means in relation to casino: all monies received by Goliath from New Customers in relation to placed bets and/or other casino activities less (1) monies paid out to New Customers as winnings, (2) bonuses and/or loyalty bonuses, (3) administration fees, (4) Fraud Costs, (5) Charge-Backs, (6) returned stakes (7) monies paid out as duties or taxes (8) jackpot contribution and (9) any commissions or fees due to third parties for providing or licensing games and/or games software to Goliath. For the avoidance of doubt, the definition of Net Revenue only includes and covers amounts generated from New Customers who have been referred to the Goliath Website/s by the Affiliate Website/s.

 

  • New Customer” means an individual referred or directed by you to Goliath who:

 

  • is not the Affiliate, or a director, representative, officer, employee, relative and/or friend of the Affiliate or a relative or friend of any such director, representative, officer or employee;

 

  • has created a new player account with Goliath, registering directly after having been referred to the Goliath Website/s from an Affiliate Website;

 

  • has made a first deposit with Goliath amounting to at least the applicable minimum deposit established in Goliath Website/s’ betting account in accordance with the applicable terms and conditions set forth in the Goliath Website/s

 

  • can be linked to your Affiliate Account; and

 

  • is not already in Goliath’s customer and/or player database. For avoidance of doubt, where the customer or player closed his Goliath player account and opened a new one through the Affiliate, this condition shall be deemed to not be satisfied or fulfilled.

 

  • Party” either Goliath or the Affiliate (jointly referred to as the “Parties”).

 

  • Personal Data” shall have the same definition as that ascribed to it by the General Data Protection Regulation (Regulation EU 2016/679).

 

  • Privacy Notice” means Goliath’s privacy notice which can be found here {https://www.goliathcasino.com/}.

 

  • Spam” means unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.

 

  1. Interpretation

  • In this Agreement, unless the context requires otherwise:

 

  • headings are inserted for convenience only and will not affect the construction or interpretation of this Agreement;

 

  • words importing the singular include the plural and vice-versa;

 

  • any reference to a statute, statutory instrument, or other regulations includes all provisions, rules and regulations made under them and will be interpreted as reference to such statute, statutory instrument, or regulations as in force at the Version Date; and

 

  • a reference to any Party shall include that Party’s permitted assignees and successors in title.

 

  1. Capacity and Application Warranties

 

  • By making an Affiliate Application, you hereby warrant and represent to Goliath that:

 

  • you are legally capable of entering into this Agreement and are eighteen (18) Years Old and of the legal age required in your state, province, jurisdiction, domicile or residence, if this is higher, to enter into this Agreement;

 

  • if you are entering into this Agreement on behalf of a company or other legal entity you have the right, authority and capacity to do so and to bind such entity to this Agreement, and in which case the terms the “Affiliate”, “you” or “your” shall refer to such entity;

 

  • on behalf of yourself and/or as an authorised representative of the entity in whose name this Agreement is being entered into, as applicable, you agree to be legally bound by the terms and conditions set out in this Agreement;

 

  • the information and documentation which you provide in your Affiliate Application is complete, valid and truthful; and

 

  • the execution of this Agreement and your performance of your obligations and duties hereto do not and will not violate any agreement to which you are a party or by which you are otherwise bound.

 

IF ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES DO NOT APPLY TO YOU (INCLUDING IF YOU DO NOT HAVE SUCH RIGHT, AUTHORITY AND CAPACITY TO ACT ON BEHALF OF YOUR ENTITY), OR IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET OUT HEREIN, YOU MUST NOT MAKE OR SUBMIT AN AFFILIATE APPLICATION TO US!

 

  1. Acceptance and Appointment

 

  • It is your sole obligation to ensure that any information you provide us with making an Affiliate Application and/or attempting to register with our Affiliate Program is correct and accurate and that it is kept up to date at all times.

 

  • Your Affiliate Application will be reviewed and evaluated following submission and you will be notified in writing in a timely manner of our acceptance or rejection of your application. We assume no obligation and shall not be bound to reach a decision or otherwise notify you with our decision on your Affiliate Application within any particular timeframe. Your Affiliate Application will form an integral part of this Agreement.

 

  • We will, at our sole and absolute discretion, determine whether or not accept your Affiliate Application and/or your registration into our Affiliate Program. In that respect, we fully reserve the right to reject your Affiliate Application and to refuse your registration into our Affiliate Program for any reason which we may deem fit or appropriate. Our decision is final and binding, and not subject to any right of appeal. We will not be obligated to provide you or any third party with the reasons for our decision.

 

  • We also reserve the right to, at our sole and absolute discretion, suspend or otherwise cease processing your Affiliate Application and to request further information from you.

 

  • For avoidance of doubt, you will not be registered into our Affiliate Program, nor in any way entitled to benefit from any of the rights conferred through our Affiliate Program, unless and until we have accepted your Affiliate Application and duly informed you about our acceptance.

 

  • As indicated, we will notify you in writing (namely, by email) as to whether or not your Affiliate Application has been accepted or not. You shall provide any documentation required by Goliath to verify the Affiliate Application and any other information provided to Goliath at any time prior to your registration into our Affiliate Program and/or during the term of this Agreement. This documentation may include, but is not limited to, bank statements, individual or corporate identity documents and proof of address.

 

  • Should we accept your Affiliate Application, then (upon receiving notification of our decision) you hereby accept the appointment as an Affiliate Partner of Goliath and your registration into our Affiliate Program. For avoidance of doubt, any approval or acceptance by us (even any automatically generated approvals) does not imply or in any way preclude us from re-evaluating and/or re-considering your Affiliate Application at a later stage.

 

 

  • You acknowledge and accept that this Agreement, and/or your registration into our Affiliate Program (provided we accept your Affiliate Application), does not grant you an exclusive right or privilege to assist us, or otherwise be involved, in the provision of any products or services to, and/or any other business activities with, your referred New Customers.

 

  • You acknowledge and agree that you shall have no claims to any compensation or remuneration on business which has been secured by or through persons or entities other than you.

 

  1. Affiliate Rights

 

  • Upon your appointment and registration as an Affiliate Partner (subject to the above clauses), we (Goliath) hereby grant you the following rights for the term of this Agreement:

 

  • Licence to direct Customers to the Goliath Websites. We hereby grant you, and you hereby accept, a non-exclusive, non-transferable and revocable license (without the right to sublicense) to direct customers, prospective or otherwise, to the Goliath Websites through the Affiliate Links which have been approved in writing by us. The term and validity of this license is (a) solely and strictly for the duration of this Agreement and (b) subject to your observance and compliance with the terms of this Agreement.

 

  • Licence to use Goliath Intellectual Property Rights. We hereby grant you, and you hereby accept, a non-exclusive, non-transferable and revocable license (without the right to sublicense) to use those Goliath Intellectual Property Rights that we approve from time to time in writing at our own sole discretion (the “Licensed Goliath Intellectual Property Rights”), subject to and contingent upon the following licensing conditions:

 

  1. you shall solely use the Licensed Goliath Intellectual Property Rights in order to perform your obligations under this Agreement and strictly to the extent necessary;

 

  1. you may not, and have absolutely no rights to, adapt, alter, adjust, customise, crop, remove, in any way modify or (except as permitted by Clause 4.4) create any derivative works of or from the Licensed Goliath Intellectual Property Rights;

 

  1. you may not sub-license, assign or otherwise transfer your right of use to any of the Licensed Goliath Intellectual Property Rights, or otherwise authorise or permit any third party to make use of any of the Licensed Goliath Intellectual Property Rights;

 

  1. you shall not assert the invalidity, unenforceability, or contest the ownership of the Licensed Goliath Intellectual Property Rights or any other Goliath Intellectual Property Rights in any claim, action or proceeding of whatever kind or nature;

 

  1. you shall not take any action or fail to take any action which, in our reasonable opinion, may prejudice the Licensed Goliath Intellectual Property Rights (including our title, rights and interests thereto), including by weakening their validity and enforceability or harming their reputation or diminishing the goodwill associated in them;

 

  1. you shall not use the Licensed Goliath Intellectual Property Rights in any manner which is likely to create confusion amongst customers between you and Goliath and/or Goliath’s business partners, including (without limitation) confusion with regards to the origin and source of the goods and services marketed in terms of this Agreement or by portraying yourself as a member of our group of companies;

 

  1. you shall notify us immediately if you become aware of or otherwise suspect any infringement, abuse or misuse of the Goliath Intellectual Property Rights by any employee or any third party; and

 

  1. you shall at all times observe and comply with all other terms set out in this Agreement.

 

(collectively, the “Affiliate Licences”).

 

  • For avoidance of doubt, the Licensed Goliath Intellectual Property Rights only covers and includes those Intellectual Property Rights for which you have received our prior written authorisation to use in accordance with this Agreement (strictly). All other Intellectual Property Rights remain strictly with us. You shall have no rights, whether in terms of this Agreement or otherwise, to make any use of any Goliath Intellectual Property Rights for which you have not received our prior written authorisation as above mentioned. The term and validity of this licence is solely and strictly for the duration of this Agreement.

 

  • You may only use or exercise the rights granted to you under the Affiliate Licences via those Affiliate Links and on those Affiliate Websites which have been expressly approved in writing by Goliath. Any breach of this obligation, such as (for indicative purposes) the insertion of unapproved links or the insertion of links to the Goliath Website on a website which we have not approved in writing, shall constitute a material breach of this Agreement and result in its immediate termination by Goliath.

 

  • We may, and shall have the right under this Agreement, to revoke both or either of the Affiliate Licences at any time and without cause.

 

  1. Affiliate Responsibilities and Obligations

 

  • Affiliate Account and Log-In Details. It is your sole obligation and responsibility to ensure that your log-in details to your Affiliate Account are safe and secure and remain, at all times, fully confidential. We will not be liable for any disclosures of your log-in details which you may make or for any inadequate or insecure log-in details that you may select (such as a weak password) and/or for any consequences which may arise from the same. In all such cases, even where it results in unauthorised use of your Affiliate Account, you remain solely responsible and liable for all activity and conduct occurring under your Affiliate Account. It is therefore your obligation to inform us immediately if you suspect any illegal or unauthorised use of your Affiliate Account. Furthermore, as your log-in details are confidential, we do not have visibility of this information and cannot provide you with such information in case of loss.

 

  • Affiliate Links. You may only link to the Goliath Websites, or otherwise advertise on our behalf, (i) by inserting those Affiliate Links on those Affiliate Websites which we have expressly approved in writing for that particular purpose, and which shall constitute the only authorised and permitted representations of the Goliath Websites or (ii) by displaying, featuring or otherwise utilising the Licensed Goliath Intellectual Property Rights on those Affiliate Websites which we have expressly approved in writing (including any social media pages) and/or in any direct marketing communications (including e-mail) which have been approved by us in accordance with Clause ‎2 below.

 

These are the only methods by which you may advertise or market on our behalf. You have no right or permission to carry out any other form of advertising or marketing on our behalf, whether in relation to us (Goliath) and/or the goods and services featured on the Goliath Websites. The Affiliate Links, as approved in writing by us, must be displayed prominently on the Affiliate Websites (which are also subject to our prior written approval). Masking your Affiliate Links, for example hiding the source of the traffic of this Agreement, is expressly prohibited and constitutes a material breach of this Agreement. Furthermore, it will be your responsibility to ensure that your use of the Licensed Goliath Intellectual Property Rights is strictly in accordance with applicable law and any specifications, obligations and/or limitations contained in these Terms (including the licensing conditions set forth in Clause ‎6.1 (ii)).

 

  • We reserve the right to require you to cease any use of the Licensed Goliath Intellectual Property Rights or other Goliath Intellectual Property Rights or take down any material or links from your Affiliate Websites which we deem not to be in conformity with this Agreement or applicable law and/or which we deem to infringe or breach our or a third party’s Intellectual Property Rights, and you shall and undertake to fully comply with any such request or demand forthwith. Should you be in any doubt, or have any query whatsoever, please contact us at [Adler@Goliathcasino.com / Disas@goliathcasino.com] before publication.

 

  • Affiliate Minimum Efforts. By entering into this Agreement, you are hereby agreeing, warranting and undertaking to Goliath that you will use your best efforts to actively and effectively advertise, market and promote the Goliath Websites as widely as possible in accordance with this Agreement and any instructions and/or guidelines which we may issue from time to time at our discretion (whether directly forwarded to you or made accessible online). You will ensure that all activities taken by you as an Affiliate Partner will be in Goliath’s best interest and procure that you will in no way harm our reputation or goodwill in any market around the world.

 

  • Affiliate New Customer Requirement. You are required to refer a minimum of one (1) New Customer per month in each and every twelve (12) month period in which you are a member of our Affiliate Program and this is a material term of this Agreement. We reserve the right to amend or waive this New Customer requirement in relation to individual Affiliates upon reasonable notice thereto.

 

  • Affiliate Program. You will not, and hereby warrant and undertake to Goliath not to, open accounts with us on behalf of others. Opening an account for a third party, brokering an account or the transfer of an account is not accepted by Goliath and expressly prohibited under this Agreement. If you wish to transfer your Affiliate Account to another beneficial owner, you must request and obtain our consent to do so in writing. Approval is solely at our discretion. You shall not open more than one account without our prior written consent.

 

You must also notify us if you undergo any change of control during the term of this Agreement and, in all cases, by no later than one (1) week from the occurrence any such change of control. Goliath reserves all rights to terminate this Agreement, including your continued participation as an Affiliate Partner, at its sole discretion where you have undergone such a change of control (and may issue such termination prior to receiving your notice). For the purposes of this Agreement, a ‘change of control’ means the possession, directly or indirectly, of the power to manage the assets of and/or determine or cause the determination of the conduct of affairs of an entity, whether through the ownership of voting securities, by contract, agency or otherwise (and the terms “Controlling”, "Controls”, “Controlled by” and “under Common Control with” shall be construed accordingly).

 

  • Affiliate Representations. You will not at any time represent or hold yourself out as being anything other than an Affiliate Partner of Goliath. No other form of association, connection or link exists between you and Goliath, and you fully understand and accept this. You further warrant and undertake not to represent or hold yourself out to have any authority to make or enter into any binding commitment on behalf of Goliath.

 

  • Affiliate Websites. You will be solely responsible for the development, operation and maintenance of the Affiliate Websites (without any right to reimbursement from Goliath) and for all materials that appear on the Affiliate Websites and for observing the below rules on Approved Content and Approved Creative and for requesting and procuring our prior written approval to the insertion of any Affiliate Links on any Affiliate Website. You shall at all times ensure that the Affiliate Websites are compliant with all applicable laws for the jurisdictions in which they are hosted, operated from, targeted to or made available in, and that these Affiliate Websites appear and function as a professional website. You will not present or display the Affiliate Website/s in such a way that they may (i) create or evoke any risk of confusion with the Goliath Websites and/or Goliath generally or (ii) convey or give off the impression that the Affiliate Website/s is owned, controlled or operated by Goliath or that it partly or fully originates with/from the Goliath Websites and/or Goliath.

 

You warrant, represent and undertake that the Affiliate Websites will not contain any defamatory, libellous, obscene or unlawful content or materials (including anything which amounts to an infringement of third party Intellectual Property Rights, such as streaming of unauthorised content) or otherwise any contents which we, at our discretion, deem to be unsuitable content (including, for illustrative purposes, sexually explicit material, violent, obscene, derogatory or pornographic materials or content which we would be illegal in the country to which it is targeted).

 

  • Approved Content. All information relating to Goliath, the Goliath Websites and/or the goods or services featured on those websites must be approved in writing by Goliath. You will not, and hereby undertake not to, include, display or make accessible to visitors to the Affiliate Websites any information relating to Goliath, the Goliath Websites and/or the goods or services featured on those websites for which we have not provided our written approval.

 

  • Approved Creative. You may only use those marketing materials and/or creative content (howsoever termed), including in respect of any and all materials containing, incorporating or in any way utilising the Licensed Goliath Intellectual Property Rights, which have either been (i) expressly provided to you by Goliath for the purpose of this Agreement or (ii) which have otherwise been developed or created by you and, in each individual case, have been expressly approved in advance by Goliath in writing (“Independent Creative”). You will not, in any way, alter the appearance of any marketing materials and/or creative content which we have either provided to you for the purpose of this Agreement or for which such written approval has been granted to you by Goliath. It is your responsibility to seek and procure such timely approval from Goliath in the case of any Independent Creative, and to be able to evidence the grant of such approval upon any request thereto. To the extent that any Intellectual Property Rights not already owned by Goliath subsist or otherwise arise in the Independent Creative, you hereby warrant and undertake to assign all your rights, title and interest in and to those Intellectual Property Rights to Goliath for a consideration equivalent to the Net Revenue received by you from Goliath during the preceding calendar month of this Agreement, and hereby also agree and undertake to do and perform all such acts and execute all such documents and instruments as Goliath may, in its reasonable opinion, deem necessary to give effect to this assignment and to secure its rights. All moral rights or other broadly equivalent rights are hereby waived to the benefit of Goliath.

 

Furthermore, all content and materials used by you must be kept current and you shall utilise forthwith any and all new marketing materials which we provide to you in connection with this Agreement (without alteration or modification of any kind, as mentioned above).

 

  • Affiliate Activities. You will not, and hereby undertake not to, target your activities as an Affiliate Partner in any territory or jurisdiction where gaming or gambling is prohibited or where the advertising, marketing or promotion of gaming or gambling is prohibited. As an Affiliate Partner, you also hereby undertake at all times during the term of this Agreement:

 

  • to act legally and in compliance with all applicable laws on gaming and gambling, anti-money laundering and all related or associated laws and regulations;

 

  • fully and promptly comply with any request furnished by us relating to anti-money laundering and to provide all such information and documentation which we may require in order to comply with our legal and regulatory obligations on anti-money laundering;

 

  • not to target or in any way direct any advertising or marketing materials to individuals who are under eighteen (18) years of age or of the legal participation age for gaming and gambling, if this higher, in the jurisdiction/s concerned;

 

  • to comply with all applicable advertising guidelines and legislation in the relevant jurisdictions, including but not limited to the Maltese Remote Gaming Regulations; and

 

  • not to perform any act which is illegal in relation to the Affiliate Program.

 

It is your sole duty and responsibility to determine and inform yourself about your legal and regulatory obligations in respect of the activities carried out by you in connection with this Agreement (including whether any license or other regulatory authorisation is required by the jurisdiction/s in which you are operating). Goliath shall not have any obligation or duty to provide you with legal or regulatory advice, or to inform you about legislative developments or updates. All affiliate activities must be professional and conducted in a proper manner.

 

  • Confidential Information. Except as otherwise provided in this Agreement, you hereby agree, warrant and undertake to Goliath to, at all times, keep any and all of Confidential Information disclosed to you, or to which you may gain access, in connection with or as a result of this Agreement and/or your status as an Affiliate Partner, strictly and fully confidential and to only use our Confidential Information for the purpose of performing your obligations and duties to Goliath as an Affiliate Partner and strictly to the extent necessary. You may only disclose our Confidential Information (or any part thereof) to a third party, be it directly or indirectly, where you have obtained our prior written approval and consent to the disclosure. This Clause ‎12 shall survive the termination of this Agreement.

 

You must not issue any press release or similar communication to the public with respect to your participation in our Affiliate Program and/or your status as an Affiliate Partner without the prior written consent of Goliath.

 

  • Incorrect Commissions. You agree and undertake to return to Goliath, immediately upon any request thereto by Goliath, all Commissions received by you based on any New Customers referred to Goliath in breach of this Agreement and/or which derive from any fraudulent or falsified transactions, whether knowingly or otherwise.

 

  • Intellectual Property Rights. Any use of the Goliath Intellectual Property Rights is subject to, and must be in accordance with, the terms of this Agreement (including, for indicative purposes, the licensing conditions set forth in Clause 1(ii) and the provisions of Clause ‎7.11 above) together with any brand guidelines that may be issued from time to time by Goliath at its discretion. You will not, and hereby warrant and undertake to Goliath not to:

 

  • purchase or register (or otherwise attempt to purchase or register) any keywords, search terms or other identifiers which are identical or similar to, or otherwise incorporate, any trade marks owned or used by Goliath or any variations thereof,

 

  • include metatag keywords on the Affiliate Website/s which are identical or similar to any of the trade marks owned or used by Goliath or any variations thereof, or

 

  • use our trade marks, or any variations thereof, in a derivative URL of the Goliath Websites.

 

Additionally, you will not, and also hereby warrant and undertake to Goliath not to, register or apply to register for:

 

  • any brand name, domain name, trade name or trade mark which is identical or similar to, or which otherwise incorporates, any of the trade marks owned or used by Goliath; or

 

  • any other mark or name which could be understood or construed to, directly or indirectly, designate or allude to Goliath.

 

  • Monitoring of Affiliate Activity. You will cooperate with Goliath, and immediately give Goliath all such assistance and provide us with all such information and documentation as may require in order to monitor and ensure your compliance with this Agreement.

 

  • Responsible Gaming. You acknowledge and are aware of Goliath’s ongoing commitment to responsible gaming and the prevention of gambling addiction, and hereby warrant to actively cooperate with Goliath to reduce gambling addictions by, for example, placing links provided by Goliath on the Affiliate Website(s) which direct traffic to websites involved in the business of preventing gambling addictions.

 

  • Risks, Costs and Expenses. You agree that you shall be solely responsible for, and shall exclusively bear, all risks, costs and expenses incurred by you in exercising your rights and/or performing your duties as an Affiliate Partner (including in respect of all customer referrals).

 

  • Unsuitable Websites. You will not use any Affiliate Links, or otherwise place any advertisements which in any manner whatsoever contain, incorporate or utilise any of the Goliath Intellectual Property Rights, on any unsuitable websites (as defined by Goliath at its own discretion), or in any other way link or drive traffic to the Goliath Websites via an unsuitable website. For indicative purposes, unsuitable websites include, but are limited to, websites which (i) are aimed at children, (ii) display illicit material (such as pornography), (iii) promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (iv) promote illegal activities, (v) in any way violate the Intellectual Property Rights of any third party or of Goliath, (vi) are capable of creating confusion in the marketplace or (vi) in any way breach any advertising regulations or codes of practice (including advertising regulations relating to gaming) in any territory or any jurisdiction where such Affiliate Links or advertisement may be featured. It is solely your duty and responsibility to regularly monitor your networks and traffic sources to ensure full compliance with this Clause at all times.

 

You will not be allowed to register for our Affiliate Program, or your status as an Affiliate Partner will otherwise be revoked (and this Agreement terminated), if any website used by you in connection with this Agreement is or becomes an unsuitable website.

 

  • Valid and Good Faith Traffic. You will not, and warrant and undertake to Goliath not to, generate traffic to the Goliath Websites by registering as a New Customer, be it directly or indirectly (for example, by using employees, associates, family members, friends or any other closely affiliated person). You will also not attempt to benefit from any traffic which you know has not been generated in good faith, or otherwise suspect to have not been generated in good faith, including, but not limited to, traffic generated via Spam or through fraudulent or illegal activity or through the use of Intellectual Property Rights contrary to the terms of this Agreement or through any activity designed to artificially increase the commission payable to you by Goliath, regardless of whether it actually causes damage to Goliath or not. Each of the above shall be deemed as fraud against Goliath. Where you have any reasonable suspicion that any New Customer referred by you under this Agreement is any way associated to bonus abuse, money laundering, Fraud, player collusion or any abuse of any gaming sites or gaming operations, you will and do hereby undertake to notify us about this immediately. You hereby understand, accept and agree that any New Customer found to have engaged in bonus abuse, money laundering, Fraud, player collusion or in any form of abuse of gaming sites or gaming operations, or who have otherwise assisted in any form of affiliate fraud (whether notified by you or later discovered by you) does not and will not under any circumstance constitute a valid New Customer under this Agreement and thereby no commission or other fee shall be payable by Goliath or due to you in relation to any such New Customer.

 

 

 

 

  1. Marketing and Data Protection

 

  • You agree, warrant and undertake not to send spam to any person, whether a customer of Goliath or otherwise, at any time. For the purposes of this Agreement, ‘spam’ means any unwanted or unsolicited email or SM or any other form of communication sent indiscriminately to one or more mailing lists, individuals or newsgroups.
  • Email and SMS marketing. You may not send to individuals marketing communications which (i) include any of the Goliath Intellectual Property Rights or (ii) otherwise aim or attempt to promote and market the Goliath Websites, including by e-mail or SMS, except and unless you have requested and procured our prior written approval. If approval to the communication is granted by Goliath, you are required to ensure that you have validly obtained each and every recipient’s positive opt-in consent to receive that marketing communication in its particular form, by e-mail, SMS or otherwise, and that such recipients have not opted out of, unsubscribed or objected to receiving such communications. In the absence of valid and current opt-in consent, you shall not send the communication to that individual. You must also make it clear to the recipient, in the body of all such communications, that the communication in question has been sent by you (the Affiliate) and not by Goliath, and that all complaints relating to or arising from that communication are to be directed and addressed to you and not to Goliath.
  • Data Protection and Cookies. You warrant and undertake to, at all times during your term as an Affiliate Partner, comply with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC), the Maltese Data Protection Act (Chapter 586 of the Laws of Malta), the Processing of Personal Data (Electronic Communications Sector) Regulations (S.L. 586.01) and any other laws and regulations relating to the processing of personal data and privacy which apply to you and, if applicable, the guidance and codes of practice issued by the supervisory authority applicable to you and/or to your activities. Furthermore, you also warrant and undertake to, at all times during your term as an Affiliate Partner, comply with all EU and applicable national legislation and/or regulations relating to use of ‘cookies’, whether in force as at the date hereof or subsequently introduced or adopted, and will comply with all required notification procedures and provide all required notices on the use of ‘cookies’ to all visitors of the Affiliate Websites.
  • Information Obligations. You shall make clear to all users of the Affiliate Websites (including mere visitors), via a privacy notice, cookie policy or other appropriate means, that third parties, including Goliath, may be placing and reading cookies on the user’s browser and/or placing web beacons or other tracking technology to collect information about the websites and website pages which they You shall obtain the respective user’s informed opt-in consent to the use of such cookies and/or tracking technology and shall post a prominent a prominent link to your privacy notice or cookie policy, either of which (as applicable to you) must contain an explanation as to how these can be disabled (for example, by providing information about how users can customise or disable cookie settings in browser settings for Internet Explorer, Firefox and Chrome). As per Clause 8.3 above, you warrant fully compliance, throughout your term as an Affiliate Partner, with any and all applicable cookie-related laws and regulations.
  • We (Goliath) will process, as a controller, Personal Data relating to you or to your directors, representatives, officers and/or employees in accordance with our Privacy Notice https://www.goliathcasino.com/], and it is your duty to circulate our Privacy Notice accordingly. We reserve the right update or amend our Privacy Notice at any time, but will in all cases notify you if we have done so.
  • You shall not have, and shall not be entitled to obtain, any Personal Data or access to any Personal Data relating to customers of Goliath and/or customers of Goliath’s partners. You shall immediately return to Goliath or otherwise delete, as directed to you by Goliath, any and all such Personal Data which may come into your possession and shall, upon request thereto, certify in writing to Goliath that you have complied with your obligations hereto.
  1. Our Obligations

 

  • Following your appointment and registration as an Affiliate Partner, in accordance with the above clauses, a unique customer tracking code will be assigned to you by Goliath (your “Affiliate Tracking Code”) and you will also be integrated into the technical platform of the Goliath Websites. By means of your Affiliate Tracking Code, any New Customers that may be procured by Goliath via the Affiliate Links, together with the bets or other stakes placed by them during game sessions, are registered or may be tracked.

 

  • We shall use our best endeavours to supply you with that information and materials which we believe you require to perform your obligations and duties as an Affiliate Partner, as well as to implement the Affiliate Links, as approved by us, on the Affiliate Websites. It is your sole responsibility to ensure that your Affiliate Tracking Code is properly and correctly implemented in accordance with the instructions and directions issued by us. We are not, and will not in any way, be responsible for any incorrect or improper implementation on your part.

 

  • We shall administer the turnover generated from the Affiliate Links, record the net revenue which we generate from the Affiliate Links and calculate the Commission payable to you. Any and all such information shall constitute our Confidential Information and shall at all times be subject to the protection and confidentiality obligations set forth in Clause ‎12 above. We may, but have no obligation under this Agreement, to share or provide you with any information relating to New Customers other than (exhaustively) the following:

 

  • the Commission payable to you; and

 

  • the basis for calculating that Commission.

 

 

  • We have the right, and for all intents and purposes reserve the right, to monitor the Affiliate Websites in order to ensure your compliance with the terms of this Agreement. You hereby warrant and undertake to provide us with all information and documents which we may reasonably request in order to carry out such monitoring (unless otherwise prohibited from doing so for duly explained and justified legal reasons).

 

  • Subject to your strict adherence to the terms of this Agreement, we shall pay you the Commission in accordance with Clause ‎11 (‘Payment’) below.

 

 

 

 

  1. Right to Refuse or Close Accounts

 

  • We reserve the right to refuse New Customers, or to close their accounts, where we deem it necessary or otherwise advisable in order to comply with our legal or contractual obligations and/or to protect our interests or those of our business partners. We shall notify you if this is the case at the relevant point in time.

 

  • Where you are in breach of this Agreement, we shall (in addition to closing your account and terminating this Agreement) be entitled to take all steps at law which we deem necessary or opportune to protect our interests, including the issuance of precautionary measures.

 

  1. Payment

 

  • Subject to your strict adherence to the terms of this Agreement, we (Goliath) agree to pay you the Commission (which, as indicated, shall be calculated in accordance with the Commission Structures on Net Revenue of New Customers referred or directed by you to the Goliath Websites). The Commission shall be deemed to be inclusive of value added tax or any other applicable tax. The Affiliate shall be entitled to receive to receive the Commission from Goliath exclusively in respect of New Customers (as subject to the applicable definition in Clause 2).

 

  • The Commission is calculated at the end of each calendar month of this Agreement and payments shall be made by the fifteenth (15th) day of the following calendar month, if an invoice is provided before the 10th of following calendar month. If not, the payment will be processed no later than the last day of the following calendar month. provided that the amount due exceeds one hundred euros (€100) or a higher amount chosen by the Affiliate in his/her settings of the affiliate account (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following calendar month and shall be payable when the overall Commissions collectively exceed the Minimum Threshold.

 

  • Payment of Commissions shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Application. Due to regulations or directives made by the Malta Gaming Authority (“MGA”), affiliate partners may be required to provide verification and KYC documentation before a withdrawal can be accessed. If an error is made in the calculation of the Commission, Goliath reserves the right to correct such calculation at any time and to pay out any under-payment, or reclaim any over-payment, made to the Affiliate.

 

  • The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due to the Affiliate for the relevant period.

 

  • If the Affiliate disagrees with the balance due as reported, it shall notify Goliath in writing within thirty (30) days from the date of payment and state its reasons for the disagreement. Failure to notify Goliath within this prescribed timeframe (as set out above) shall be deemed to amount to an irrevocable acknowledgement and acceptance on the Affiliate’s part of the balance due for the period indicated, as reported to it.

 

  • Goliath may, in its sole discretion, withhold the payment of any balance to the Affiliate for up to a consecutive total of one hundred-and-eighty (180) days if Goliath needs to investigate and verify that the relevant transaction or transactions comply with the provisions of this Agreement and/or are in accordance with applicable law, including applicable AML regulations.

 

  • No Commission shall be due to the Affiliate in respect of any New Customers whom Goliath determines, or otherwise has reason to believe, were procured, or otherwise generated from traffic, which is illegal and/or contrary to or in breach of any provision of this Agreement. This is expressly acknowledged and accepted by the Affiliate.

 

  • The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent authority as a result of any payments received or commissions generated in connection with this Agreement. Goliath shall not, under any circumstance, be liable or held liable for any unpaid amounts due by the Affiliate to such authorities (locally or abroad) and the Affiliate hereby agrees and undertakes to defend, indemnify and hold Goliath harmless in respect of any and all actions, claims or proceedings related thereto.

 

  • Goliath reserves the right to set and impose a minimum level of activity on your Affiliate Account. This minimum level of activity will be continuously reviewed and Goliath reserves the right to terminate this Agreement, including your status as an Affiliate Partner, if this minimum level is consistently not being reached by you. This minimum level shall not be unreasonably high and shall essentially reflect the intention of avoiding accounts where the revenue does not cover Goliath’s internal costs for maintaining the account and payout procedure.

 

  1. Term and Termination

 

  • The term of this Agreement will commence upon your appointment by Goliath as an Affiliate Partner, in accordance with Clause 5, and shall continue in full force and effect unless and until terminated by either Party in writing in accordance with this Clause 12.

 

  • This Agreement may be terminated by either Party, without need for cause, by giving the other Party thirty (30) days’ notice in writing (which includes notification by email).

 

  • Goliath may terminate this Agreement at any time and with immediate effect by giving written notice to the Affiliate (which includes notification by email) where the Affiliate fails to meet or otherwise breaches any of its obligations or duties under this Agreement, including (for illustrative purposes) any of its obligations or duties under Clause 7 (‘Affiliate Responsibilities and Obligations’) and/or Clause 8 (‘Marketing and Data Protection’).

 

  • The Parties also accept and agree that Goliath may terminate this Agreement with immediate effect, provided that written notice is issued to the Affiliate (which includes notification by email), where Goliath is or becomes precluded under applicable law, or ceases to be authorised (including in cases of withdrawals of authorisation by business or contracting partners), from offering the relevant games and/or gaming services on or via the Goliath Websites.

 

  1. Consequences of Termination

 

  • The Parties agree that upon termination of this Agreement (for any reason whatsoever):

 

  • the Affiliate shall immediately remove and take-down all references to the Goliath Websites, all Goliath Intellectual Property Rights and all Goliath banners and icons from the Affiliate Websites as well as any and all communications, irrespective of whether those communications are commercial or otherwise;

 

  • the Affiliate shall immediately disable and take-down all Affiliate Links;

 

  • the Affiliate Licences, and all rights granted thereunder to the Affiliate, shall automatically terminate, in consequence of which the Affiliate shall immediately cease and desist with making any use of the Goliath Intellectual Property Rights;

 

  • all other rights granted to the Affiliate by virtue of this Agreement and/or its registration in our Affiliate Program shall also automatically terminate;

 

  • the Affiliate shall immediately return to Goliath, and in all cases by no later than two (2) days from the date of termination, any and all Confidential Information, and any and all copies or derivatives thereof and all documents containing such Confidential Information, which is in the Affiliate’s possession, custody or control as at the date of termination and shall certify in writing to Goliath that it has fully complied with its obligations hereto; and

 

  • the Affiliate will only be entitled to receive such Commission which has been validly earned by the Affiliate, and which remains unpaid, as of the effective date of termination of the Agreement. Provided, however, that Goliath may withhold the final payment for a reasonable time, and in all cases not exceeding a period of three (3) months, to ensure that the correct amount has been calculated and paid.

 

  • Release. Upon termination of this Agreement (for any reason whatsoever), the Affiliate releases and does hereby undertake to release Goliath from any and all obligations and liabilities occurring or arising after the effective date of such termination, save for those obligations which by their very nature are designed to survive termination.

 

  • Commissions. Upon termination, you will only be entitled to unpaid Commissions (if any) which have been validly earned by you on or prior to the effective date of termination of the Agreement. You however acknowledge and accept that you shall not entitled to or otherwise eligible to receive any commission on any revenue relating to New Customers which is generated upon or subsequent to the termination of this Agreement, even if that New Customer had initially been referred or directed to Goliath by yourself whilst the Agreement was still in effect. All monies and revenue earned by Goliath from such New Customers shall, as from the effective date of termination, be retained in full by Goliath for its own account with no obligation of compensation or remuneration to the Affiliate.

 

  1. Material Breach

 

  • Any suspected or threatened material breach of this Agreement by you will result in your Affiliate Account being frozen and placed immediately under review, and the payment of any and all fees due to you being suspended and withheld pending the outcome of our investigation. If our investigation concludes that such a material breach subsists or was likely to arise, we reserve the right to immediately terminate this Agreement and, without affecting or diminishing any of our other rights and remedies, to withhold and/or set-off such monies as we deem reasonable from the Commission to cover any indemnity given by you (the Affiliate) under this Agreement or to otherwise cover any liability which we may incur as a result of the said material breach.

 

  1. Disclaimer

 

  • To the fullest extent permitted by applicable law, we make no express or implied warranties or representations about (i) the Affiliate Program, (ii) your appointment as an Affiliate Partner, (iii) Goliath, (iv) the Goliath Intellectual Property Rights and (v) the Goliath Websites, including (without limitations), any warranties relating to functionality, fitness for a particular purpose, merchantability, legality or non-infringement of Intellectual Property Rights) and neither express nor imply any warranties arising out of a course of performance, dealing or trade usage.

 

  • The Affiliate expressly acknowledges and agrees that the use of the Internet and the Affiliate Program is at the Affiliate's own risk. We make no warranty or representation (of whatever kind) as to the accessibility of our sites at any particular time or any particular location or that the operation of our sites will be uninterrupted or error-free, or that any errors, will be corrected. We (Goliath) shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss or damage caused in whole or in part by failures, delays or interruptions of, the Goliath Websites or the Affiliate Program. Should this exclusion of liability not be enforceable under applicable law (for any reason whatsoever), then our limitation to the Affiliate shall be governed by Clause 17.2 and Clause 17.3

 

  • In addition to the foregoing, we make no representation or warranty as to the validity or enforceability of the Goliath Intellectual Property Rights, nor as to whether they infringe any Intellectual Property Rights of third parties in any territory.

 

  1. Indemnification

 

  • You (the Affiliate) shall defend, indemnify and hold Goliath harmless (including our shareholders, directors, representatives, officers, employees, agents and sub-contractors) against all liabilities, costs, expenses, damages and loses, including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, suffered or incurred by Goliath arising out of or in connection with:

 

  • any breach by the Affiliate of the warranties contained in Clause ‎4;

 

  • the Affiliate’s breach or negligent performance or non-performance of this Agreement;

 

  • the Affiliate’s misuse of our marketing material or the Licensed Goliath Intellectual Property Rights;

 

  • the Affiliate’s use of the (unlicensed) Goliath Intellectual Property Rights;

 

  • all conduct and activities occurring under the Affiliate Account;

 

  • third party access or use of the Affiliate Websites;

 

  • the enforcement of this Agreement;

 

  • any claim made against Goliath for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Affiliate Websites or any action or omission by Affiliate contrary to this Agreement;

 

  • any claim made against Goliath by a third party for death, injury or damage to property arising out of or in connection with the Affiliate’s negligent or intentional acts and/or omissions; or

 

  • any breach by the Affiliate of applicable gaming (or gambling) legislation or regulations (in which case, this indemnity shall cover any regulatory actions taken or administrative fines that may be imposed by the competent authorities).

 

  • If a payment due from the Affiliate under Clause 16.1 is subject to tax (whether by way of direct assessment or withholding at its source), Goliath shall be entitled to receive from the Affiliate such amounts as shall ensure that the net receipt, after tax, to Goliath in respect of the payment is the same as it would have been were the payment not subject to tax.

 

  1. Liability

 

  • Nothing in this Agreement excludes or limits any liability which cannot at law be excluded or limited, including liability for death or personal injury caused by negligence or liability for fraud or fraudulent misrepresentation.

 

  • Subject to the above, in no event will Goliath be liable to the Affiliate for any damages or losses, of whatever kind or nature, whether in contract or tort (including negligence or default) or for breach of statutory duty or otherwise, whether or not foreseeable and whether or not we have been advised of the possibility of such loss or damage, arising out of or in connection with this Agreement or the Affiliate Program or your appointment or registration as an Affiliate Partner. In particular, we will not under any circumstance be liable to you for:

 

  • loss of profits or revenue;

 

  • loss of sales or business;

 

  • loss of agreements, contracts or customers;

 

  • loss of anticipated savings;

 

  • loss of business opportunity;

 

  • loss of or damage to goodwill or reputation;

 

  • loss of use or corruption of software, data or information;

 

  • any business interruption;

 

  • any indirect, exemplary, punitive, or consequential loss or damage;

 

  • loss of use or corruption of software, data or information; or

 

  • any damages sustained to your computer equipment.

 

  • Strictly to the extent that the exclusion of liability set out under Clause ‎2 is (for any reason) deemed unenforceable by a court or tribunal of competent jurisdiction, then in such a case the Parties hereby and irrevocably agree that, by way of pre-liquidated damages, the maximum liability of Goliath to the Affiliate shall be the lesser of the:

 

  • amount of the actual damages suffered by the Affiliate; or

 

  • {500}.

 

  • At no instance shall the shareholders, directors, representatives or employees of Goliath be held personally liable for any losses or damages resulting in connection with this Agreement.

 

  1. Intellectual Property Rights

 

  • The Goliath Websites, the Goliath Intellectual Property Rights and all related documentation are proprietary of or otherwise licensed to Goliath (the “Goliath Property”). Save for the rights expressly granted to the Affiliate under this Agreement, the Parties acknowledge and the Affiliate accepts and agrees that nothing in this Agreement is intended, or shall in any way be deemed, to transfer, vest or otherwise confer any title, interest or other rights (including any applicable Intellectual Property Rights) to the Goliath Property onto the Affiliate.

 

  • The rights of the Affiliate to make use of the Goliath Property are expressly limited to what is contained in this Agreement and subject to the terms and restrictions set out herein.

 

  1. Modification of Terms

 

  • We may at any time modify any of the terms and conditions in this Agreement or replace any term or condition with a different term or condition and at our sole discretion, by communicating the modified terms or revised agreement to you by email to the email address which you supplied in your Affiliate Application. We will also post a notice of the modified terms or revised agreement on our website https://www.goliathcasino.com/.

 

Modifications may include, for example, changes in the scope of the available Commissions and changes to the duties of an Affiliate Partner. If any modification is unacceptable to you, your only recourse is to terminate your Agreement with us and to exit our Affiliate Program, which must be done within a period of one (1) week following your receipt of our communication containing the modified terms or revised agreement as above mentioned. Your continued participation as our Affiliate Partner following the lapse of this one (1) week period, as outlined above, will constitute your binding acceptance of the modified terms or of the revised agreement, as applicable.

 

 

 

  1. General

 

  • Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results or arises from events, circumstances or causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, lightning, utility or communication failures, earthquakes or other casualty. In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a period exceeding thirty (30) days, the Party not affected may terminate this Agreement with immediate effect by giving written notice to the other Party.

 

  • A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

  • Rights and Remedies. Except as expressly provided in this Agreement, the rights and remedies provided hereto under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

  • Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this Clause ‎4, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. All other provisions of this Agreement shall continue in full force and effect.

 

  • This Agreement is drafted in the English language. Any notice given under or in connection with this Agreement shall be in English. In the case of any discrepancy, inconsistency or conflict between the English language version of this Agreement and any translated version, the English language version shall always prevail.

 

  • No Partnership or Agency. Goliath and the Affiliate acknowledge, agree and hereby declare that they are independent contractors. Nothing in this Agreement is intended, or shall be deemed to, create or establish any partnership, joint venture, franchise or employment relationship between any of the Parties, or constitute any Party the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party or to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.

 

  • No Authority. You accept and agree that you have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your websites or in any other medium, that would contract anything contained in this Agreement.

 

  • Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, including (in particular) Clause ‎7.12 (‘Confidential Information’), ‎Clause 13 (‘Consequences of Termination’), Clause ‎16 (‘Indemnification’), Clause ‎17 (‘Liability’), Clause ‎18 (‘Intellectual Property Rights’) and Clause ‎21 (‘Governing Law and Jurisdiction’) shall remain in full force and effect.

 

  • Assignment and Other Dealings. The Affiliate shall not at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of Goliath. Goliath may however at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement. Goliath may, but has no obligation, to give prior written notice of any such dealing to the Affiliate. Subject to the above, this Agreement will be binding on, and inure to benefit of, and be enforceable against you and us and you and our respective successors and assigns (and in your case, permitted assigns).

 

  • Third Parties. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

 

  • Entire Agreement. This Agreement (inclusive of the Commission Structures agreed to by the Parties) constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the A subject matter.

 

  • Mutual support. Both Parties will collaborate and give each other mutual support for the mutual benefit of making the Affiliate’s appointment as an Affiliate Partner and registration into the Affiliate Program a successful collaboration. You will cooperate with Goliath fully and promptly in the event that Goliath requests information on your practices.

 

  • Any notice given or made by the Affiliate to Goliath under this Agreement shall be in English and sent by email to, and marked for the attention of, the ‘Affiliate Manager’ of the Goliath Website/s, unless notified otherwise in writing by Goliath. Goliath shall send all notices in English and by email to the email address supplied by the Affiliate in the Affiliate Application. Notices sent by email shall be deemed to have been received by the other Party at the time of transmission or, this falls outside business hours in the place of receipt, when business hours resume. For the purposes of this clause, business hours means 9:00am to 5:00pm Monday to Friday on a day that is not a public holiday in the place of receipt. This Clause ‎12.12 shall not apply to the service of legal proceedings.

 

  • Electronic Signatures. You and Goliath both agree that this Agreement may be executed by electronic signatures (whatever form the electronic signature may take) and that this method of signature is valid and conclusive of your and our intention to be bound by this Agreement as if signed by each Party’s manuscript (handwritten) signature.

 

 

 

 

  1. Governing Law and Jurisdiction

 

  • This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject-matter or formation shall be governed by and construed in accordance with the laws of Malta without regard or giving effect to any conflict of law rules or principles.

 

  • The Parties hereby agree to submit any dispute, controversy or claim, whether contractual or non-contractual, arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, to arbitration in Malta in accordance with the Malta Arbitration Act (Chapter 387 of the Laws of Malta) and the Arbitration Rules of the Malta Arbitration Centre as at present in force, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three (3). Each Party to the dispute shall, within fifteen (15) days from being served with a notice of arbitration, be entitled to appoint an arbitrator and the third arbitrator, who will act as Chairman of the panel, shall be selected by the mutual accord of the said two appointed arbitrators. Should a Party fail to appoint an arbitrator within the aforementioned period of fifteen (15) days, the Malta Centre for Arbitration shall appoint an arbitrator at its own discretion. The place of arbitration shall be Malta. The language to be used in the proceedings shall be English. The applicable substantive law shall be the laws of Malta. The award shall be final and binding upon the Parties, and no appeal shall lie thereto. The Parties hereby irrevocably waive to any objection to jurisdiction and venue of any action instituted in terms of this clause and shall not assert any defence based on lack of jurisdiction or venue or based upon forum non conveniens.

 

  • Clause 2 shall not limit any of the Parties from enforcing the eventual arbitration award or taking precautionary measures, such as injunctions, to protect their rights and interests pending the aforementioned arbitration proceedings, in other jurisdictions