CDIG AFFILIATE PROGRAM TERMS & CONDITIONS FOR TWINSPIRES SPORTS AND CASINO

Effective: from the date of signature by both parties.

These Terms and Conditions outline and define the relationship between Churchill Downs Interactive Gaming, LLC (“CDIG”) and ______________________________ (doing business as: ____________). 

These Terms and Conditions are subject to change at the sole discretion of CDIG and any such change will be communicated to you in accordance with Section 1.1 below. 

IMPORTANT: READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE ACCEPTING THESE TERMS AND CONDITIONS AND PARTICIPATING IN THE CDIG AFFILIATE PROGRAM. WE ADVISE THAT YOU PRINT AND KEEP A COPY OF IT (AND ANY UPDATED AGREEMENTS) ALONG WITH OTHER IMPORTANT INFORMATION THAT WILL BE SENT TO YOU REGARDING YOUR AFFILIATE ACCOUNT. 

IF YOU DO NOT AGREE WITH AND ACCEPT THE TERMS AND CONDITIONS AS IS (OR ARE NOT AUTHORIZED TO DO SO) YOU MAY NOT JOIN THE CDIG AFFILIATE PROGRAM. IF YOU ARE ALREADY A MEMBER OF THE CDIG AFFILIATE PROGRAM AND DO NOT ACCEPT THESE TERMS AND CONDITIONS, OR IF YOU WOULD LIKE TO TERMINATE YOUR PARTICPATION IN OUR PROGARM, PLEASE EMAIL US AT
affiliates@twinspires.com IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS PLEASE CONTACT US at affiliates@twinspires.com

YOU MUST BE AT LEAST 21 YEARS OF AGE TO JOIN THE CDIG AFFILIATE PROGRAM. 

These Terms and Conditions along with your completed CDIG Affiliate Registration Form, the CDIG Marketing Rules, the CDIG Terms and Conditions made available via the Income Access platform, together with the associated Payment Plan (collectively, the "Agreement") contain the complete terms and conditions that apply to your participation in the CDIG Affiliate Program ("Affiliate Program").

In the event there is a conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall control, unless such conflicting terms are expressly referenced as a variation to these Terms and Conditions.

Given that CDIG operates in a highly regulated industry, you confirm you have obtained  and will maintain all necessary licenses, permits, registrations or other regulatory approvals in connection with your participation in the CDIG Affiliate Program.
Currently the only Sites offered within the CDIG Affiliate Program are:

Twinspires.com (Sports and Casino)

No other products, services or brands of Churchill Downs Incorporated are permitted.

Where used in these Terms and Conditions, references to:

(i) "you", "your" and/or "Affiliate" means ______________________________ (doing business as ____________) of Address_____________________________________________________; and

(ii) "we", "our", "us" means Churchill Downs Interactive Gaming, LLC, a Delaware limited liability company, with its principal place of business at 600 North Hurstbourne Parkway, Suite 400, Louisville, Kentucky 40222; and

(iii) “Applicable States” means the U.S. states for which you have been approved by CDIG for participation in the CDIG Affiliate Program as set forth in Exhibit A, attached to and made a part of this Agreement, which may be updated by CDIG from time to time. 

1. GENERAL 

1.1 This Agreement is a legally binding agreement that shall govern the relationship with you in relation to the CDIG Affiliate Program.  Affiliates may not participate in our “Refer a Friend” Program.

1.2 When you indicate your acceptance of these terms and conditions on the CDIG Affiliate Registration Form, you agree to be bound by all of the terms and conditions herein and in the Agreement (as amended or modified from time to time in accordance with Section 1.3 below).

1.3 At our sole discretion, we may make changes or updates to any of the terms and/or conditions contained herein at any time, by emailing you a change notice. Except in the case of modifications relating to fraud prevention, or where there is a mistake in the Agreement which shall be effective on the date of the sending of such notice, all modifications will take effect 30 days after the date of sending of any such notice. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION. If you notify us of your intention to terminate within the 30 day period, such modification will not take effect and this agreement shall terminate in accordance with its termination provisions. See Section 5 below for termination provisions.

1.4 Notwithstanding Section 1.3 above, we may contact you with promotional information and unless you notify us otherwise, you will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the applicable Payment Plan and this Agreement for the duration of such promotion, or until your participation in the CDIG Affiliate Program is terminated pursuant to the terms herein. Notwithstanding the foregoing, you shall not be obliged to promote us and running promotions shall be at your sole discretion.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

2.1 "Affiliate Accrual" is the amount due and payable to you, as calculated based solely on our data and in accordance with the terms of the Agreement.

2.3 "Affiliate Portal" means the portal of the Website that is accessible to you and that provides certain members only functionality, including facilities to check relevant statistics, register sub-affiliates, update your profile, create additional tracker IDs and bonus codes, and select banners and/or text links.  You may need to access some parts of the Affiliate Portal by logging on with the security code we assign to you when you sign up as a participant in the Affiliate Program and the associated password.

2.4 "Banners" and "Text Links" means the graphical artwork or text that includes tracker IDs and bonus codes that are made available to you by us in the Affiliate Portal and that you may use to connect players to our Services from your website (or other electronic method).

2.5 "Brand(s)" means the brands represented by CDIG Affiliates and mentioned in the Brands and Revenue sections of the Affiliate Program.  Brands include the “Twinspires” brand used in association with online sports wagering and/or online casino gaming. For purposes of the CDIG Affiliate Program, the Twinspires brand used in association with online advance deposit wagering shall not be included in the Brands. 

2.6 “Chargeback” means an invalid, fraudulent or disputed credit or debit card payment, including but not limited to, where the credit card company or the paying bank has claimed payment back from us, or where the customer claims payment back because of fraudulent use.

2.7 "Fraud Traffic" means, in each case as reasonably determined by us in our sole discretion, deposits, revenues or traffic generated on the Services through illegal, questionable or inappropriate means or any other action committed in bad faith to defraud us, regardless of whether or not it actually causes us harm, including but not limited to deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts, accounts directed or set up to bet minimum amounts, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party intellectual property rights (that, for the avoidance of doubt, include our Intellectual Property Rights) and any other activity that we reasonably determine in our sole discretion constitutes fraud traffic.

2.8 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, service marks, trade names, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights, know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature and any such rights (whether or not any of these is or are registered and including applications for registration), and any extensions and/or renewals thereof.

2.9 "Marketing Materials" means only those Banners and Text Links and any other marketing materials (that may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.

2.10 "Minimum Required Deposit" means the minimum deposit amount set forth in the Payment Plan Exhibit A or otherwise that must be made by a Real Money Player on a Player Account before any commission will be owed with respect to that Player Account.Total real money deposits by the Real Money Player on the Player Account must cumulatively add up to the Minimum Required Deposit to satisfy the qualifying criteria established by your Payment Plan. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the amounts mentioned in this Agreement, the Payment Plan, on the Website or in any other notice to you at any time by virtue of sending notice to you or by placing notice on the Website. All amounts are calculated in United States dollars. 
Free money (no deposit) offers do not count towards the Minimum Required Deposit.  If any free money (no deposit) offers are claimed by a player, the player must separately make real money deposits that meet the Minimum Required Deposit.   

2.11 "Our Marks" means the words "BetAmerica", “TwinSpires” , “Kentucky Derby” and "CDIG Affiliates" and/or any logo, mark, domain name or trade name that contains, is used in connection with, is confusingly similar to or is comprised of Our Marks or any other name, logo, mark or other intellectual property rights generated or owned from time to time by us or our parent entity, Churchill Downs Incorporated, or any of its subsidiaries. 

2.12 "Payment Plan" means the payment plan described in Exhibit A that CDIG has made available to you and you have accepted under which we have entered into an agreement to pay you either:

1.    a share of certain revenues generated by Real Money Players as outlined in the specific Payment Plan ("Percentage Payment Plan"), or

2.    a plan where we pay you based on the number of Real Money Players that you introduce via your Tracker ID and/or Bonus Code ("Per Sign-up Plan" or “Cost per Action”), or

3.    any other plan notified or agreed by us in writing from time to time.

 

2.13 "Player Account" means a uniquely assigned account that is created for a Real Money Player when he/she successfully registers, as solely determined by CDIG, using a valid Tracking URL or Sign-up Bonus Code. 

2.14 "Real Money Player(s)" has the meaning given in Exhibit A, attached to and made a part of this Agreement (Exhibit A”).

2.15 "Restricted Territory(ies)" means any country outside of the United States of America and any states or territories other than the Applicable States.

2.16 "Services" means any sports wagering or online casino gaming product or service offered to Real Money Players on our Sites, but specifically excluding any advance deposit wagering products or services.

2.17 A "Sign-up Bonus Code" is a unique alphanumeric code that we may make available to you upon request to provide to prospective Real Money Players. When entered, the system automatically logs the Sign-up Bonus Codes and records you as the Affiliate in relation to the relevant Player. 

2.18 "Sites" means the websites designated in this Agreement (currently TwinSpires.com) and each of its related pages through which a Real Money Player opens a Player Account and/or accesses our Services.

2.19 "Sub-affiliate" means a person that you have referred to (and that has successfully joined) our Affiliate Program in accordance with the terms of this Agreement.

2.20 "Sub-affiliate Accruals" means the Affiliate Accruals due to any Sub-affiliate as set out in their chosen Payment Plan.

2.21 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms.

2.22 "Tracker(s)" means the unique Tracking URL or Sign-up Bonus Codes that we provide exclusively to you, through which we track Players´ and Real Money Players´ activities and calculate Affiliate Accruals.

2.23 "Tracking URL" means a unique hyperlink or other linking tool for referencing our Site or Services through which you refer potential Real Money Players. When the relevant Real Money Player opens their Player Account, our system automatically logs the Tracking URL through Tracking Cookies and records you as the Affiliate.

2.24 “Tracking Cookies” will be the tool used to tag a new Player Account to an Affiliate’s account. CDIG Affiliates program is open to affiliates directly at affiliates.betamerica.com, via Income Access, or any tracking tool of our choosing. A Player Account will be tagged to the Affiliate whose tracking cookie was last placed and measured by our tracking on their computer or device, regardless of where they registered an affiliate account.

2.25 "Unauthorized Communications" means any email or other electronic communication you are not authorized by us to send that markets, promotes or that otherwise refers to us, the Site or our Services, or that contains Our Marks and is not within the Approved Marketing Materials.

2.26 "Website(s)" means the CDIG Affiliate website located at the URL affiliates.betamerica.com and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.

3. TERMS & CONDITIONS

3.1 Identity and Disclosure. You shall provide true and complete information to us when completing the Affiliate Registration Agreement and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time, including accurate and completed W-9 or W-8BEN forms.

3.2 Marketing Activities and Responsibilities. You shall market to and refer potential Real Money Players to the Sites unless they have opted out of receiving communications from you. You will only utilize the Marketing Materials or any other pre-approved materials for such communications or advertising. 

CDIG is committed to providing a secure account wagering service. Part of our service to customers is to protect them. Spam, including unsolicited commercial email, unsolicited bulk email, mass email, and junk email, is a message that advertises goods or services that you send to someone without their prior consent or in the absence of a previous relationship, is prohibited. Any Affiliate who is found or is expected to have spammed while participating in the CDIG Affiliate Program will be terminated from the CDIG Affiliate Program and forfeit any payments earned or owed. 

You are strictly prohibited from bidding any of Our Marks as part of a PPC or Pay Per Click Campaign with any search engine or other entity that is not part of this program. 

CDIG, its parent company and their respective subsidiaries retains title and all intellectual property and proprietary rights in the Marks. No license under any trademark, patent or copyright, is either granted or implied by this program 

You will be solely liable for the content, cost and manner of such marketing activities which must be pre-approved by us. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not yourself, nor shall you authorize, assist or encourage any third party to:

3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libelous, deceitful, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in our sole discretion otherwise unsuitable;

3.2.2 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of us, the Sites and/or the Website to any persons who are less than 21 years of age (or such other age as may apply as the legal gambling age in the jurisdiction that you are targeting), regardless of the age of majority in the location where you are marketing;

3.2.3 Violate any applicable law or regulation;

3.2.4 Use Marketing Materials in a manner that may potentially confuse a Player, potential Player, potential sub affiliate or sub affiliate;

3.2.5 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:   

Copies or resembles the Site in whole or in part;

Disparages us or otherwise damages our goodwill or reputation in any way;

Frames any page of the Site in whole or in part; or

Otherwise not discussed in this Section;

3.2.6 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person;

3.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof;

3.2.8 Register as a Player on behalf of any third party, or authorize or assist (except for promoting the Site and Services in accordance with this Agreement) any other person to register as a Player;

3.2.9 Offer any so-called rebate schemes or similar that offer or allow a proportion of the player’s wagers to be returned to the player in any form;

3.2.10 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring;

 

3.2.11 Post, serve or publish any advertisements, communications or promotional content promoting the Site, our Services or Our Marks around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitials) to anyone who has opted out of receiving marketing materials from you;

3.2.12 Cause any of the Sites (or any parts or pages thereof) to open in a visitor’s browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;

3.2.13 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Program;

3.2.14 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Sites (or any part of the Sites);

3.2.15 Violate the terms of use and any applicable policies of any search engines;

3.2.16 Attempt to communicate to Players on our Sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or the like;

3.2.17 Attempt to market or promote our Services (or any specified part thereof) or Sites (or specific Site) within territories which are Restricted Territories; to attempt to circumvent any restriction which we have put in place to prevent players from restricted territories from signing up as Real Money Players; or attempt to disguise the geographical location of a Player; or

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or terminate this Agreement.

3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials provided by us. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You may only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Sites or otherwise from time to time and any applicable laws and regulations. We may charge you for the cost of any CDs and other customized promotional materials purchased by you. During the term of this Agreement, we grant you a terminable, limited, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement pursuant and subject to the terms and conditions of this Agreement.

3.4 Competitive Marketing. You shall not, unless such activities are approved in writing and in advance by us, market the Site and/or us, our Services, or Our Marks in any way whatsoever: (i) on any website on which we promote any of the Sites; (ii) on or through any Internet search engine on or through which we already promote any of the Sites; (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Sites; or (iv) otherwise where we request that you cease the same.

3.5 Non Assignment. Without prejudice to Section 8.6 below, you acknowledge and agree that Trackers are for your sole use and you shall not assign or sub-license the Tracker IDs, Bonus Codes nor any Affiliate Accruals to any third party without our prior written consent. 

3.6 Sub-affiliates. You may refer third parties to us so that they may also apply to join the Affiliate Program. If any such party successfully joins the Affiliate Program, these same Terms and Conditions apply and we will pay you a percentage commission with respect to such Sub-affiliate in accordance with the Payment Plan, provided that you register them through the "Register Sub-affiliate" function within the Affiliate Portal of the Website. You will only receive credit for Sub-affiliates that comply with all applicable terms of this Agreement. Any party registered as an Affiliate cannot subsequently be reclassified as a Sub-affiliate. You shall not:

            1. Register yourself or any person or entity controlled by you as your own Sub-affiliate;

2.Use fictitious names for the registration of Sub-affiliates; 

3.Offer any type of incentive, payment or otherwise to potential Sub-affiliates unless such enticements are approved in writing and in advance by us, including any so-called rebate schemes where a proportion of the player’s wagering is returned to the player or Sub-Affiliate in any form;

4.Attempt to introduce any addition or variation to our terms in relation to any potential Subaffiliate;

5.Receive payment on behalf of your Sub-affiliate(s); or

6.Register on behalf of your Sub-affiliate.

For any avoidance of doubt, the payment and contractual relationships regarding Sub-affiliates shall remain at all times between the Sub-affiliate and us. 

3.7 Commercial Use Only. The marketing opportunity presented in the Affiliate Program is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) through your Tracker(s) (or any Sub-affiliate’s tracker(s)) for your own personal advantage, gain or use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the payments to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic and we will terminate your participation in the Affiliate Program.

3.8 Real Money Player Information. Pursuant to applicable law and each Site’s respective terms and conditions, we reserve the right to refuse service to any potential Player and to close the Player Account of any Real Money Player, at any time, in our sole discretion. All data relating to the Real Money Players shall, as between you and us, remain our exclusive property or proprietary customer information and you acquire no right in or to such information.

3.9 Trademarks and Domain Names. You acknowledge that CDIG and/or its parent or affiliates and licensees own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark (including, but not limited to: Churchill Downs; TwinSpires; BetAmerica; the Kentucky Derby), domain name or trade name that is owned or licensed by CDIG, its parent or their respective subsidiaries or that contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further shall constitute breach of the is Agreement and/or Fraud Traffic. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of Our Marks. You hereby agree to transfer any domain names or trade mark application or registrations in respect of Our Marks or marks confusingly similar to Our Marks you may hold or control to us upon demand. You further agree not to disparage Our Marks, attack or challenge our ownership of and title to Our Marks in any way, and bid on Our Marks for pay per click purposes. 

3.10 No Employees. No officer, director, employee, consultant or agent of CDIG, its parent, affiliates, supplier or vendor, is permitted to knowingly participate in the Affiliate Program. Similarly, relatives of each of the foregoing are not permitted to knowingly participate in the Affiliate Program. The term relative shall include (but not be limited to) a spouse, partner, parent, child or sibling.

3.11 Payment Plan. You will be paid at the rate specified in the Payment Plan, Exhibit A, or as may be revised from time to time at the sole discretion of CDIG, for each eligible Real Money Player attached to your Tracker that satisfies all applicable criteria.  During the term of this Agreement provided you are in good standing and not in breach of this Agreement, you will continue to earn the applicable rate for the eligible Real Money Players attached to your Tracker and for which the following criteria are met, in our sole discretion in addition to any other applicable criteria in this Agreement, the Payment Plan, Exhibit A, or as may be revised from time to time at the sole discretion of CDIG:

1) you must have sent a new eligible Real Money Player attached to your Tracker that met the applicable criteria within the previous 90 day period

2) you must have continued to promote Affiliate Program on your site(s) within the previous 30 day period

If you are paid by CDIG under a Percentage Payment Plan or on any other revenue share basis and you do not introduce any Real Money Players for a period of three (3) consecutive months, CDIG reserves the right to suspend your percentage of Net Revenue in respect of Real Money Players introduced by you until you introduce a total of three new Real Money Players, at which point (after the introduction of the third Real Money Player) your suspension will end and your commission payments will recommence.  For the avoidance of doubt, no commissions will be paid during any suspension.


4. REPORTS & PAYMENTS 

4.1 Reports. We will track and report pertinent Player Account activity only for purposes of calculating your Affiliate Accruals based on your applicable Payment Plan. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the number of new Real Money Players that signed up that month per Tracker and/or the total amount due to you after any deductions, chargebacks or set offs that we are entitled to make under this Agreement. In addition, daily reports may be available online for you to view new Real Money Players per Tracker. We hereby exclude any and all liability for the accuracy or completeness of any such reports.

4.2 Affiliate Accruals. Subject to Section 4.4 below, Affiliate Accruals will be paid to you on a calendar month basis in accordance with This Agreement and your applicable Payment Plan after you have completed the registration process. We may elect, at our sole discretion, to not to accept your selected Payment Plan choice and we may convert or revise any Payment Plan and any associated Trackers provided hereunder from a Percentage Payment Plan to a Per Sign-up Payment Plan or vice versa or to any other Payment Plan that we may operate, begin to operate or revise from time to time, at any time, on notice to you. We may publish available Payment Plans on the website from time to time or they can be made available to you upon request.

4.3 Sub-affiliate Accruals. Subject to Section 3.6 and any other restrictions contained herein or in the Payment Plan, you will receive, in accordance with the Sub-affiliate’s Payment Plan and Section 4.4 below, your commission on the Affiliate Accruals due and payable for the Real Money Players that your Sub-affiliate(s) refer to our Sites. Sub-Affiliate Accruals or commissions amounts must be negotiated with an authorized CDIG representative or account manager.

4.4 Minimum Payment Processed and Time of Payment. All Affiliate Accruals generated through your chosen Payment Plan and due to be paid under this Agreement will be paid to you within forty-five (45) days of the close of each calendar month. We may impose reasonable restrictions on the frequency and amounts that will be paid to you for administrative convenience and/or to protect the security of your account. Currently, an Affiliate must have a minimum Affiliate Accrual balance of $500 to be paid by us. Affiliates must provide and are responsible for providing the correct payment details, applicable tax forms and any other reasonable information requested by us in order for us to be able to process these payments.

4.5 Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Accruals to you for up to one hundred and eighty (180) days, or longer as reasonably required by us, while we investigate and verify the relevant transactions and we shall have the right to suspend or terminate the Agreement. We are not obligated to pay Affiliate Accruals with regards to Real Money Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may in addition to terminating you from the Program: (i) pay the Affiliate Accruals balance in full, (ii) recalculate all or any of the Affiliate Accruals in light of such suspected Fraud Traffic and/or (iii) deny you payment of any or all of your Affiliate Accruals.

4.6 Method of Payment. All payments to you will be due and payable in United States Dollars. Payment will be made by check, wire, ACH or any other method as we in our sole discretion decide. At our discretion charges for wires, fees or courier charges for checks will be covered by you and deducted from your Affiliate Accruals. 

4.7 Player Tracking. You understand and agree that potential Real Money Players must link through using your Tracker ID in order for you to receive Affiliate Accruals and validate reporting. In no event are we liable for your failure to use Trackers or your failure to properly install the Trackers or for potential Real Money Player’s failure to properly enter valid Sign-up Bonus Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format. 

4.8 Disputes. If you disagree with the monthly reports or amount payable, you must send us written notice of your dispute within 30 days of your receipt of the report or payment. We will work with you in good faith to investigate any genuine dispute, including providing further information as reasonably requested and the parties shall endeavour to resolve any dispute between them. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Accruals or a chargeback has occurred, we reserve the right to correct such calculation at any time by offsetting your next payment or seeking a refund from you and if any underpayment is made, we will include such underpaid amount in your next payment.

4.9 Money Laundering. You shall comply with any policy notified by us through our Sites or otherwise any all applicable laws in relation to anti-money laundering.

4.10 Taxes. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying state and federal income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to exclude all VAT or sales tax or turnover tax. 

4.11 Minimum Wagering Requirements. We reserve the right to impose or change minimum requirements on Real Money Players that you refer, in order to determine the quality of traffic that you are sending. We may impose at any time stricter wagering requirements immediately, upon written notice to you that we may send by email to such email address you have provided to us.

4.12 Monthly Audits.  CDIG will conduct a periodic audits of bad debt and reserves the right to deduct any bad debt traced to your Real Money Players from your Affiliate Accruals.   

5. TERM AND TERMINATION

5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Registration Form and shall continue until terminated in accordance with the terms of this Agreement.

5.2 Termination by You. You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination” to 
affiliates@twinspires.com. If you elect to terminate this Agreement pursuant to Section 1.3, the Agreement shall terminate upon the applicable modifications to these terms and conditions taking effect.  For the avoidance of doubt, termination of the Agreement will end your participation in the Affiliate Program as a whole. You may not terminate any Site in isolation. In the event that you elect to terminate this Agreement, we shall be entitled, but not required, to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement you will no longer accrue or receive any Affiliate Accruals. We may delay any final payments to you until we have reasonably determined that there are no holdbacks but payment of amounts due shall be made no later than forty-five days following your termination of this Agreement.

5.3 Termination by Us. We may terminate this Agreement immediately in part or in whole with or without terminating any specific Trackers and with or without cause at any time.  Such termination will be effective upon written notice to you that we may send by email to such email address you have provided to us.  Termination shall be effective even if you no longer have access to the email address you provided to us as it is solely your responsibility to ensure we have your correct email address.  In the event we terminate the Agreement as a whole, we shall be entitled, but not required, to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement you will no longer accrue or receive any Affiliate Accruals. If we terminate a specific Tracker, you will no longer accrue or receive any Affiliate Accruals through that Tracker; however, your remaining Trackers will not be affected. We will pay you any amounts due within forty-five (45) days of terminating this agreement. If such payments are returned to us for any reason they shall be deemed forfeited and shall revert back to us.

5.4 Suspension by Us. For any reason, including in lieu of termination, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Tracker upon at least 48 hours’ written notice to you. During the period of any suspension, we will notify you that we will withhold the payment of any Affiliate Accruals that relate to any affected Trackers. Payment of any withheld Affiliate Accruals, if any, will be made to you if and on the lifting of the suspension.  No Affiliate Accruals will be paid or owed with respect to any period during which this Agreement is suspended as provided in this Section 5.4. 

5.5 Automatic Termination.  This Agreement and your participation in the Affiliate Program will automatically terminate if (i) you have materially breached this Agreement; (ii) you have not generated sufficient Affiliate Accruals to trigger a payment to you for one hundred and twenty days or more; or (iii) you have failed to respond to any reasonable verification attempts sent to you by us within a reasonable period of time. Where automatic termination occurs, any funds due to you will be forfeited revert back to us.

5.6 Effect of Termination. Upon Termination of this Agreement:

1.   You shall cease, desist and stop promoting the Sites and all rights and licenses given to you under this Agreement will terminate immediately.

2.   You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials.

3.   We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for Players who subsequently become Real Money Players.

4.   Provided that we have paid or do pay to you such sums as are due at the date of termination and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.

5.   Sections 3.5, 3.8, 4.5, 5.4, 6, 7 and 8 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.

6. LIMITATION OF LIABILITIES AND INDEMNIFICATION

6.1 No Warranties. OTHER THAN THE WARRANTY SET OUT IN 6.6 BELOW, WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE CDIG AFFILIATE PROGRAM, OUR SITES, OUR WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (INCLUDING BUT NOT LIMITED TO THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE. 

6.2 Billing and Collection. If we take any legal action or hire a collection agency or attorney in connection with enforcing this Agreement, you shall be responsible for reimbursing any reasonable costs (including attorneys’ fees) associated with enforcing this Agreement. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Tracker certain players, deposits or play patterns or reject the applications of potential players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions, or for any reason we reasonably deem appropriate. 

6.3 Liability Limitations. In no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether you have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arises. None of the obligations under this Agreement constitutes personal obligations of the directors, officers, agents, employees, vendors or suppliers of the applicable party and its parent and any affiliates. 

6.4 Indemnification. You shall defend, indemnify us and our parent and affiliates and each of our respective officers, directors, employees, agents and representatives and hold the same harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from this Agreement and any actions or inactions by you. 

6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability you owe to us, including any claims we have against you resulting from or arising from, your breach of this Agreement. 

6.6 Compliance Warranty.  We hereby warrant and represent that we have obtained and shall maintain all necessary licences in the Applicable States to operate the Sites and we consent to operate the Sites(s) in accordance with all applicable laws and regulations. WE INDEMNIFY YOU AND YOUR PARENT AND AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND HOLD THE SAME HARMLESS FROM ANY ACTIONS, SUITS, FINES, PENALTIES, CLAIMS AND COSTS (INCLUDING ATTORNEYS’ FEES AND LEGAL COSTS) ASSOCIATED WITH US BREACHING THIS WARRANTY.

7. INDEPENDENT INVESTIGATION 

7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES. 

7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM STATE TO STATE AND YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS OF THE UNITED STATES AND THOSE OF THE INDIVIDUAL STATES THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS. YOU INDEMNIFY US AND OUR PARENT AND AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND HOLD THE SAME HARMLESS FROM ANY ACTIONS, SUITS, FINES, PENALTIES, CLAIMS AND COSTS (INCLUDING ATTORNEYS’ FEES AND LEGAL COSTS) ASSOCIATED WITH YOU PARTICIPATING IN AND ADVERTISING ON BEHALF OF THE CDIG AFFILIATE PROGRAM UNLESS THEY ARE DUE TO A BREACH BY US OF THE WARRANTY SET OUT IN 6.6 ABOVE.

8. MISCELLANEOUS 

8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Registration Form (or as subsequently updated by you to us), and to us at affiliates@twinspires.com. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. You are not entitled to any benefits beyond those specifically detailed in this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement and you shall not act as or hold yourself out as an agent of CDIG, Churchill Downs Incorporated or any of their subsidiaries.

8.3 Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into agreements with other affiliates or third parties on the same or different terms as those provided to you in this Agreement and that such affiliates or third parties may be similar, and even competitive to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion without any additional compensation to you.

8.4 Confidentiality and Non Disclosure. You may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, geographical presence, structure and payments. This information is confidential and constitutes our proprietary trade secrets. You shall not disclose this information to any third party or other person(s), or use such information other than for the purposes of this Agreement without our prior written consent, except as expressly required by law (provided that you provide immediate written notice of such requirement, cooperate with us to protect our confidential information from such disclosure). You understand that we retain title and all intellectual property and proprietary rights in the confidential information. No license under any data, source code, software, trademark, patent or copyright, or application for same which are now or thereafter may be obtained by us is either granted or implied by the conveying of confidential information. You understand that a violation or threatened violation of the confidentiality of such confidential information may cause irreparable injury to us, entitling us to seek injunctive relief in addition to all legal remedies available to us under this Agreement and applicable law. Player data and identities belong to us and will not be shared with the Affiliates. See 3.8 above.

8.5 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in the Affiliate Program without our prior written consent.

8.6 Assignment. Except where you have received our prior written consent, you may not assign (at law or in equity), sub-license, sub-contract, or deal in any other manner with your rights and obligations under this Agreement. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

8.7 Governing Law. These Terms and Conditions and the Agreement (including any variation or modification thereto) shall be deemed executed in the Applicable State with respect to which your activities and participation in the CDIG Affiliate Program relate and shall be governed by and construed in accordance with the laws of such Applicable State without giving effect to conflicts of law principles. You irrevocably agree to the exclusive jurisdiction to the courts located within any Applicable State for any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. 

8.8 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

8.9 Entire Agreement. This Agreement embodies the complete and entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter except for any modification to this Agreement provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in the Agreement. Nothing in this Section shall limit or exclude any liability for fraud. 

8.10 Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement. 

8.11 No Waiver By Us. Except as provided otherwise herein, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by us and you.  No waiver shall apply unless executed in writing by the other party, and any waiver that may be given by a party will only be applicable to the specific instance for which it is given.  Neither the failure nor any delay in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege.  No single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. 

8.12 English Language. This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.



SIGNED AND AGREED BY AND ON BEHALF OF:

______________________________

Name:____________________________

Date:_____________________________

EXHIBIT A

CDIG Affiliate Program

This Exhibit A covers the Payment Plan available to affiliates for sending new Real Money Players to the Site that establish a Player Account with CDIG for online sports wagering and/or online casino gaming.

Applicable States:

[List states] 

"Real Money Player(s)" means any new player who is attached to your Tracker (or if applicable, your Sub-Affiliate’s Tracker) who successfully funds an account, and: (i) has not had a Player Account with CDIG before; (ii) is not located in a Restricted Territory and not under the appropriate age; and (iii) who has made the Minimum Required Deposit of $20 within 30 days of registration.  (Minimum Required Deposit criteria are subject to change at our discretion).

Test Terms: If the Payment Plan is on a test or pilot basis and includes any caps or maximums on the number of Real Money Players, length of plan or otherwise, Affiliate Accruals will only be due and paid up to the applicable caps or maximums.  Affiliate Accruals will not apply and CDIG will not be liable to make any payments for excess over the caps or maximums.

Payment Plan Details: You will receive payment per Real Money Player sent to the Sites during a calendar month in accordance with the following:

           

This Exhibit A and the Payment Plan are subject to change at CDIG’s sole discretion upon notice to you.