BETAMERICA AFFILIATE PROGRAM TERMS
Effective: December, 2018
These Terms and Conditions outline and define the
relationship between Churchill Downs Interactive Gaming, LLC (?CDIG? doing
business as BetAmerica) and affiliates that participate in the CDIG Affiliate
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
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
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 email@example.com. IF
YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS PLEASE CONTACT US
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 and
any other guidelines or additional terms we provide to you via email or our
site, 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 consent to CDIG performing a background check on you and your
company and partner(s) or shareholders if applicable.
Currently the only Sites offered within the CDIG Affiliate Program are:
No other products, services or brands of Churchill Downs Incorporated are
Where used in these Terms and Conditions, references
(i) "you", "your" and/or "Affiliate" mean the
individual or entity that applied ?to operate as an affiliate and for
payment purposes on our registration form as submitted on our website
("Affiliate Registration Form"); and
(ii) "we", "our", "us" means Churchill Downs Interactive
Gaming, LLC, a Delaware limited liability company d/b/a BetAmerica, with its
principal place of business at 600 North Hurstbourne Parkway, Suite 400,
Louisville, Kentucky 40222.?
1.1?This Agreement 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 either (i)
emailing you a change notice and/or (ii) by posting the updates or changes on
our Website. 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 posting or the sending of such notice, all modifications will take
effect 14 days after the date of posting or sending of any such notice. It is
your responsibility to visit the Website frequently to make sure you are up to
date with the latest version of the Agreement and its provisions. IF ANY
MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS
AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING SUCH
14 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION. 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 terminate your participation in the CDIG
Affiliate Program pursuant to the terms herein.
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
2.3?"Affiliate Portal" means the portal of the Website
that is accessible to you (you may need to access some parts of this portal by
logging on with the security code we assign to you when you signed up as a
participant in the Affiliate Program and associated password) 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.
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 "BetAmerica" brand used in
association with online wagering.?
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 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 (as determined by us
in our sole discretion), 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 activity
that we 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
2.10?"Minimum Required Deposit" means the minimum amount
required to open a Player Account as indicated at the time of registration on
the BetAmerica.com site. Total deposits must then add up to a cumulative
deposit for each player in order to satisfy the qualifying criteria established
by your Payment Plan when the total amount of the first deposit that is
required for your payment plan exceeds the minimum deposit that is required to
be a BetAmerica.com player. Notwithstanding any other provisions contained
elsewhere in this Agreement, we reserve the right to alter the amounts
mentioned within this Section 2.10 at any time by virtue of placing notice on
the Site. All amounts are calculated in United States dollars.?
Any new player tagged
to an affiliate must meet a minimum deposit specified in the BetAmerica
Addendum before commission will start being paid to that affiliate
account.? If the new player from an affiliate claims a free money (no
deposit) offer, that player still must meet the applicable minimum deposit set
forth in the BetAmerica Addendum on top of the free money that was placed in
the player?s account.? ?
Marks" means the words "BetAmerica", and "CDIG
Affiliates" and/or any logo, mark, domain name or trade name that
contains, is confusingly similar to or is comprised of Our Marks or any other
name or mark 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 CDIG has made
available to you and you have accepted under which we have entered into an
agreement to pay you either:
share of certain revenues generated by Real Money Players as outlined in the
specific Payment Plan ("Percentage Payment Plan"), or
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
other plan notified or agreed by us in writing from time to time.
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)" means any person who is
attached to your Tracker (or if applicable, your Sub-Affiliate?s Tracker) who
successfully funds an account, and: (i) has not been a player with us before;
(ii) is not located in a Restricted Territory and not under the appropriate
age; (iii) who has made the Minimum Required Deposit required by our websites
as specified in the BetAmerica Addendum attached hereto (iv) is accepted as a
player under any applicable sign up or identity verification procedure which we
may require; (vi) has adequately fulfilled any other qualification criteria
that we may introduce from time to time; and (vii) has qualified for CDIGs
Affiliate commissions. Notwithstanding any other provisions contained elsewhere
in this Agreement, we reserve the right to alter the above-mentioned qualifying
criteria at any time by virtue of placing notice on the Site or emailing a
If you are paid by CDIG on a 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 two new Real Money Players, at which point (after the introduction
of the third Real Money Player) your rate of commission will revert to the
level it was before it was reduced in accordance with this clause.
2.15?"Restricted Territory(ies)" means any country
outside of the United States of America and those states or territories where BetAmerica
does not accept customers at the time in question.
2.16?"Services" means any product or service offered to
Real Money Players on our Sites.
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
2.18?"Sites" means the websites designated in this
Agreement (currently BetAmerica.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.
?Tracking Cookies? will be the tool used to tag a new player to an affiliate?s
account. CDIG Affiliates program is open to affiliates directly at www.betamerica-affiliates.com,
via Income Access, or any tracking tool of our choosing. A player 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 http://www.betamerica-affiliates.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
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
BetAmerica 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 Churchill Downs Incorporated 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.?
Churchill 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:
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.
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 18 years of age (or such
higher age as may apply in the jurisdiction that you are targeting), regardless
of the age of majority in the location where you are marketing.
any Electronic Marketing Rules that we may provide, or any law of governing use
of the Internet
Marketing Materials in a manner that may potentially confuse a Player,
potential Player, potential sub affiliate or sub affiliate.
Marketing Materials on any online site or other medium where the content and/or
material on such online site or medium:???
or resembles the Site in whole or in part;
us or otherwise damages our goodwill or reputation in any way;
any page of the Site in whole or in part; or
not discussed in this Section
intercept, modify, record, redirect, interpret, or fill in the contents of any
electronic form or other materials submitted to us by any other person.
any way alter, redirect or in any way interfere with the operation or
accessibility of the Sites or any page thereof.
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.
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.
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;
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
to intercept or redirect (including via user-installed software) traffic from
or on any online site or other place that participates in our Affiliate
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);
to communicate to Players whether directly or indirectly 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; or
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.
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
terminate this Agreement immediately.
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. 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, non-exclusive, non-transferable right to
use the Marketing Materials for the sole purpose of fulfilling your obligations
under this Agreement pursuant to the terms and conditions of this Agreement.
3.4?Competitive Marketing. You shall not market the Site
and/or us, our Services, or Our Marks in any way whatsoever, unless such
activities are approved in writing by us (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:
yourself or any person or entity controlled by you as your own Sub-affiliate; Use
fictitious names for the registration of Sub-affiliates;?Offer
any type of incentive, payment or otherwise to potential Sub-affiliates unless
such enticements are approved in writing 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;
to introduce any addition or variation to our terms in relation to any
potential Subaffiliate; Receive payment on behalf of your Sub-affiliate(s); and
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
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 to such
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 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 may 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 participate in the Affiliate Program. Similarly, relatives of each
of the foregoing are not permitted to participate in the Affiliate Program. The
term relative shall include (but not be limited to) a spouse, partner, parent,
child or sibling.
Plan. All affiliates will be paid at the rate specified in the BetAmerica
Addendum attached hereto 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.? An Affiliate in good standing will continue to earn the rate
specified in the applicable Addendum for the eligible players they sent us as
long as the following criteria are met, in our sole discretion, by the
1) Send new players that meet our criteria anytime
in the previous 90 day period
2) Have continued to promote Affiliate Program on their
site in at least previous 30 day period
4. REPORTS & PAYMENTS?
4.1?Reports. We will track and report pertinent Player
activity only for purposes of calculating your Affiliate Accruals based on your
chosen 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 your chosen 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 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
from time to time, at any time, on notice to you. Payment plans are available
to view at?http://www.betamerica-affiliates.com/commission-plan/.
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 a CDIG representative or account
4.4?Minimum Payment Processed and Time of Payment. All
Affiliate Accruals generated through your chosen Payment Plan 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 $120 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
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 while we investigate and verify the
relevant transactions and 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 them in light of such suspected Fraud Traffic and/or (iii) deny you
payment 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
If you disagree with the monthly reports or amount payable, do NOT accept
payment for such amount and immediately send us written notice of your dispute.
Dispute notices must be received within fifteen (15) calendar days of our
making available your monthly report or your right to dispute such report or
payment will be deemed waived and you shall have no claims in such regard.
Further, deposit of payment check, acceptance of payment transfer or acceptance
of other payment from us by you will be deemed full and final settlement of
Affiliate Accruals due for the month indicated. 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. We will
investigate any dispute and shall promptly render a decision.? You agree
to abide by the results of our investigation and you shall have no other
recourse regarding such dispute.?
4.9?Money Laundering. You shall comply with all applicable
laws and any policy notified by us through our Sites or otherwise 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 include all VAT or sales tax or turnover
4.11?Minimum Wagering Requirements. We reserve the right to
impose or change minimum requirements on 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.
will conduct a monthly audit of bad debt and reserves the right to deduct any
bad debt traced to your Real Money Players from your Affiliate Cashier Account.
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? firstname.lastname@example.org.
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 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.
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 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
to 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. 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.
5.5?Automatic Termination.? This Agreement and your
participation in the Affiliate Program will automatically terminate if (i) you
have not generated sufficient Affiliate Accruals to trigger a payment to you
for one hundred and twenty days or more; or (ii) you have failed to respond to
any verification attempts sent to you by us within a reasonable period of time.
Where automatic termination occurs, any funds due ?to you will revert back
5.6?Effect of Termination. The following will apply where we
shall cease, desist and stop promoting the Sites and all rights and licenses
given to you under this Agreement will terminate immediately.
shall return all confidential information and cease use of any of Our Marks and
the Marketing Materials.
may leave open, redirect or deactivate any Trackers in our sole discretion
without any obligation to pay you for Players who subsequently become Real
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.
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
6.1?No Warranties. 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. We may take any means necessary
to collect money (including, but not limited to hiring a collection agency and
attorneys) that is owed to us by you and you shall be responsible for any costs
associated with such collection. 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 deem appropriate.?
6.3?Liability Limitations. In no event will we be liable for
any direct, indirect, special, incidental, consequential or punitive loss,
injury or damage of any kind (regardless of whether we and/or 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. Our obligations under this Agreement do
not constitute personal obligations of the directors, officers, agents,
employees, vendors or suppliers of CDIG andits 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.?
7. INDEPENDENT INVESTIGATION?
7.1?Independent Investigation. YOU WARRANT THAT YOU HAVE
INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR
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.
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 email@example.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 or Churchill Downs
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 Commonwealth of Kentucky and shall be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky without giving
effect to conflicts of law principles. You irrevocably agree to the exclusive
jurisdiction to the courts located within the Commonwealth of Kentucky 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
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
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. If there is a breach of any provision
of this Agreement, it shall not be considered a waiver of any subsequent breach
of the same or any other provision.?
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.
Churchill Downs Interactive Gaming, LLC
Last modified December 2018
This addendum covers the payment plan available to
affiliates for sending new Real Money Players to BetAmerica.com.
CPA Payment Plan:
Affiliates will receive a commission per Real Money
Player the particular affiliate sends to BetAmerica.com during a calendar
"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 been a Player with
us before; (ii) is not located in a Restricted Territory and not under the
appropriate age; (iii) who has made the Minimum Required Deposit required by
the BetAmerica.com website; (iv) who has met the minimum wagering requirements
of ($100) One Hundred US Dollars within Thirty days of Registration for BetAmerica.com.?
(Wagering Requirements are subject to change at the Affiliate Program's