Please carefully read
this Agreement in its entirety. By registering or attempting to register
as an Affiliate for the Affiliate Program, you agree to be bound by the
terms and conditions set out in this Agreement. You will also be
required to indicate your acceptance of this Agreement on the SugarHouseAffiliates.com Registration Page.
This Affiliate Agreement sets
out the complete terms and conditions between Rush Street Interactive NJ
LLC (“RSI”) and you (“Affiliate” or “you”), regarding you acting as an Affiliate for RSI in the Affiliate Program as further described herein.
Definitions and interpretation
In the Agreement:
means an individual or
entity having completed an Affiliate Sign-Up Form and having been
accepted by RSI to participate in the Affiliate Program.
means the SugarHouse Online
Casino affiliate program detailed in this Agreement and on this website.
"Affiliate Sign-Up Form"
means the form prepared by
RSI, which represents Affiliate’s application to participate in the
means the site or sites owned and operated by Affiliate.
means this Agreement between
RSI and Affiliate, and any amendments to it from time to time.
means any day excluding
Saturday and Sunday on which banks are open in the State of New Jersey.
means any repayment or
refund of all or any part of a deposit paid or credited to an account on
behalf of a Real Money Player made by a financial institution for any
reason whatsoever (including fraud, breach of contract or duty or any
claim or allegation made in connection with the offer or provision of
the services and games on RSI’s Website to such Real Money Players) and
any expenses, fees and/or charges applied by such financial institution
in connection with any Charge Back.
means a plan for calculation of Payments as specified in Section 7.
means all information not
publicly known and which is used in or which otherwise relates to RSI or
any Related Company’s business, customers or financial or other
affairs, including without limitation, information relating to:
- (a) the marketing of
products or services (including, without limitation, customer names and
lists and other details of customers, financial information, sales
targets, sales statistics, market share statistics, prices, market
research reports and surveys, and advertising or other promotional
- (b) the Affiliate
Program and future programs, business development or planning,
commercial relationships and negotiations existing in whatever form; and
- (c) Intellectual Property Rights, operations, product information and/or market opportunities.
"Force Majeure Event"
means an event, or a series
of related events, that is outside the reasonable control of the party
affected (including failures of or problems with the internet or a part
of the internet, hacker attacks, virus or other malicious software
infections or attacks, power failures, changes to the law, disasters,
explosions, fires, floods, riots, terrorist attacks and wars).
means Payments or traffic
generated at RSI’s Website through illegal means or in bad faith to
defraud the system, regardless of whether or not it actually causes RSI
harm. Fraud Traffic includes but is not limited to Spam, false
advertising and unauthorized use of any third party copyrights or
trademarks, or any other activities prohibited under Section 5.3.
"Good Industry Practice"
means the exercise of that
degree of skill, diligence, prudence and foresight which would
reasonably and ordinarily be expected from a skilled and experienced
contractor acting in good faith.
"Intellectual Property Rights"
means all intellectual
property rights wherever in the world, whether registered or
unregistered, including any application or right of application for such
rights (and the “intellectual property rights” referred to above
include copyright and related rights, moral rights, database rights,
confidential information, trade secrets, know-how, business names, trade
names, domain names, trademarks, service marks, passing off rights,
unfair competition rights, patents, and rights in designs).
means a hyperlink (whether
embedded in text or an image or otherwise) from Affiliate’s Website to
- (a) monies deducted for progressive jackpot contributions;
- (b) monies paid out to Real Money Players as winnings;
- (c) charges levied by electronic payment or credit card providers;
- (d) any amount
received by RSI by means of the fraudulent or unlawful use of a credit,
debit or other payment card, or by any other fraudulent or unlawful
- (e) any amounts that are subsequently cancelled, refunded, reversed, or that constitute a Charge Back;
- (f) bad debts;
- (g) returned stakes;
- (h) free wagers, free chips or free bets provided to Real Money Players as a promotional or marketing activity;
- (i) any Third Party
Royalty which RSI or its Related Companies must pay with respect to Real
Money Player wagers and/or activity on RSI’s Website. "Third Party
Royalty" shall mean any royalty payment (including monies accrued
against any advance or guaranteed royalty payment) or revenue share
which RSI or its Related Companies must pay to a third party in order to
lawfully exploit any technology or other product used from time to time
on RSI’s Website;
- (j) taxes, duties and other statutory deductions or payments to gaming authorities.
means payments made by RSI
to Affiliate on a monthly basis based on a selected Commission Plan.
means real time performance
tracking with a unique tracking code for each affiliate, through which
RSI can track Affiliate’s Real Money Players’ activities and calculate
means content, works or
other materials that RSI determines, in its sole discretion, constitute:
- (a) indecent, obscene, pornographic or lewd material;
- (b) material that breaches any applicable laws, regulations or legally binding codes;
- (c) material that infringes any third party intellectual property rights or other rights;
- (d) material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
- (e) computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or
- (f) Spam or bulk unsolicited email.
means banners, links, text
links and any other promotion materials which RSI shall make available
to Affiliate to refer prospective Real Money Players to RSI’s Website.
"Real Money Player"
mean each visitor from
Affiliate’s Website who (i) enters RSI’s Website via Links from
Affiliate’s Website; (ii) provides all registration information required
by RSI; (iii) successfully opens an account through RSI’s Website; (iv)
successfully makes a deposit in such account; (v) places a wager
through such account on RSI’s Website; and (vi) is not a pre-existing
customer of RSI’s Website, as verified by RSI’s Performance Tracking
means any other person
directly or indirectly controlling, controlled by, or under common
control with, RSI. For purposes of this definition, “control” means the
direct or indirect ownership of more than fifty percent (50%) of the
outstanding voting securities of a person, the right to receive more
than fifty percent (50%) of the profits or earnings of a person, or the
right to control the policy decisions of a person.
means unsolicited e-mail of a
commercial nature, sent indiscriminately to multiple mailing lists,
individuals or newsgroups.
means an individual or
entity who joins the Affiliate Program after being specifically referred
to the Affiliate Program by an existing Affiliate (the “Parent
Affiliate”). The Parent Affiliate will earn second-tier commissions on
qualifying activities of the Sub-Affiliate as specified in Section 7.
means the term of the
Agreement from the Effective Date until terminated pursuant to Section
13 or as otherwise permitted under this Agreement.
Application and Agreement
- To participate in the
Affiliate Program, you must click on the “Sign Up” button on this
website. You will then be redirected to affiliates.sugarhouseaffiliates.com
(a site operated on our behalf by Income Access), where you must
accurately and fully complete and submit an Affiliate Sign-Up Form. The
Affiliate Sign-Up Form constitutes an integral part of this Agreement.
Your participation in the Affiliate Program will commence (the “Commencement Date”)
upon RSI’s approval, in its sole discretion, of you as an Affiliate
based on the information contained in your Affiliate Sign-Up Form and
any other information about you available to RSI.
- You warrant that the
information in your Affiliate Sign-Up Form, as completed by you, is
accurate and complete, and you agree to promptly notify RSI if any
update to such information is needed for any reason.
- The Agreement will come into
force on the Commencement Date and will continue in force indefinitely,
unless and until terminated in accordance with Section 13 or as
otherwise permitted under this Agreement.
- RSI may modify any of the
terms of the Agreement at any time, in its sole discretion, by either
(i) emailing you a change notice or (ii) by posting the new version of
the document on this website. Except in the case of modifications
relating to fraud prevention, where there is a mistake in the Agreement,
or as required to comply with applicable law, all of which shall be
effective on the date of posting or the sending of such notice
(whichever is earlier), all modifications to the Agreement will only
take effect fourteen (14) days after the date of posting or sending of
any such notice (whichever is earlier). It is your responsibility to
visit this website frequently to make sure you are up to date with the
latest version of the Agreement and its provisions.
- In consideration of
Affiliate making use of the Links and Promotion Materials on Affiliate’s
Website and otherwise actively promoting RSI’s Website, RSI grants
Affiliate a worldwide, non-exclusive, non-transferable,
non-sublicensable and revocable license to reproduce electronically and
publish the Promotion Materials and Links on Affiliate’s Website during
the Term solely in accordance with the Agreement and solely for the
purpose of promoting RSI’s Website.
- All other rights and licenses not expressly granted under the Agreement are reserved to RSI.
- It is a condition of this Agreement that Affiliate will not do any of the following:
- Display the Promotion
Materials or the Links via any electronically accessible medium other
than Affiliate’s Website without the prior written consent of RSI;
- Frame RSI’s Website or alter
the Links to enable a different or deeper link to RSI’s Website,
without the prior written consent of RSI; and/or
- Use the Promotion Materials
or Links in a way which proves or is likely to prove detrimental to RSI,
which RSI will determine in its sole discretion.
- RSI may from time to time
during the Term request amendments to the Links and/or Affiliate’s
Website for the purpose of ensuring consistency and quality in the use
of RSI’s and its Related Company’s marks and branding, and Affiliate
will make such amendments within seven (7) Business Days of the request.
- Affiliate will be granted access to an affiliate control panel by RSI during the Term, from which Affiliate will be able to:
- alter Affiliate’s account preferences;
- update Affiliate’s account information;
- access Promotion Materials and HTML code to use as Links; and
- view Affiliate’s account activity and stats.
- Any Customized Promotion Materials (“Customized Material”)
provided by RSI to Affiliate for the purpose of promoting and
advertising RSI’s Website will be at Affiliate’s cost and shall be
deducted from Affiliate’s Payments.
- keep Affiliate’s Website up-to-date and in good working order;
- ensure that the
quality of design, content and functionality on Affiliate’s Website does
not materially deteriorate during the Term;
- obtain and maintain
in force all necessary registrations, authorizations, consents and
licenses to enable Affiliate to fulfil its obligations under the
- ensure all marketing
of or relating to Affiliate’s Website (both online and offline) is in
accordance with applicable law, any applicable codes of practice, and
Good Industry Practice generally;
- keep secret and not allow anyone else to use Affiliate’s unique login and password
- provide full
details and notice to us of any and all incentives to be offered by
Affiliate, directly or indirectly, to any potential Real Money Player
(including, without limitation, payment of money or other benefit) for
use of the Links on Affiliate’s Website. We will have the right, but not
the obligation, to disallow any particular incentive in our sole
- comply at all times with all other duties and obligations set out in this Agreement.
Affiliate must not:
- take any action in
connection with the Affiliate Program which might reasonably be expected
to lead to the possibility of damage to the reputation or goodwill of
RSI, any Related Company and/or RSI’s Website;
- include any
Prohibited Materials on Affiliate’s Website, or include any hyperlink to
any Prohibited Materials on Affiliate’s Website;
- market Affiliate’s
Website using Spam or other unsolicited emails or communications, or
using any form of spyware, parasiteware, adware or similar software, or
using any other antisocial or deceptive methods. If RSI becomes aware or
reasonably believes that Affiliate is using any form of Spam or other
unsolicited emails or communications, RSI shall be entitled to close
Affiliate’s account and withhold Payment (or any portion of it).
Affiliate must pay RSI immediately and on demand any costs or expenses
that RSI incurs in dealing with Spam or other unsolicited emails or
communications which RSI reasonably believes emanates from or on behalf
- include metatag
keywords on Affiliate’s Website that incorporate terms which are
identical or similar to marks owned by RSI, or any Related Company,
without RSI’s prior written consent, and will at all times comply with
such reasonable guidelines for the use of such marks as may be issued
from time to time;
- engage in any sharp
practice including but not limited to “black hat Search Engine
Optimization”, site spoofing, and any additional sharp practices and
techniques that RSI may deem unacceptable at its sole discretion,
including, but not limited to, any sharp practices and techniques that
RSI may communicate to Affiliate from time to time. Upon RSI’s request,
Affiliate must cease all such sharp practices and techniques with
- increase or seek to increase the Payment via Fraud Traffic;
- make any public
disclosure relating to RSI, its Related Companies and/or the Agreement
(including press releases, public announcements and marketing materials)
without the prior written consent of RSI;
- include any
reference to RSI, its Related Companies, or RSI’s Website on Affiliate’s
Website (excluding Links, and such other exclusions that RSI agrees to
in writing and at its sole discretion);
- hold itself out to
be RSI, a Related Company, RSI’s Website, or RSI’s agent or partner, or
represent that it has a relationship to or with RSI that is contrary to
Section 15.6; and
- use or otherwise
take advantage of the Intellectual Property Rights of RSI or a Related
Company in any way other than explicitly provided for in this Agreement
and in accordance with Sections 3 and 6.
- Affiliate additionally represents, warrants and covenants that:
- Affiliate has full
capacity and authority and all necessary licenses, permits and consents
to enter into this Agreement and any other documents executed by
Affiliate that may be associated with this Agreement.
- Affiliate’s Website, or any part thereof, is not aimed at people under 21 years of age;
- Affiliate has not
received any letter, complaint or other notice from any government
agencies, in the US or anywhere in the world, that such agency has
initiated any legal actions against Affiliate. Affiliate will notify RSI
of receipt of any such letter, complaint or notification after the
Commencement Date within 30 days of such receipt;
- the Agreement has
been duly and validly executed by Affiliate and represents a legally
binding obligation, enforceable against Affiliate in accordance with its
- Affiliate will perform its obligations under the Agreement in accordance with Good Industry Practice; and
- all owners and employees of Affiliate are adults of at least 21 years of age.
- Affiliate shall make
commercially reasonable efforts to actively and effectively promote,
advertise and market RSI’s Website as widely as possible to maximize the
benefit of this Agreement for RSI and Affiliate.
acknowledges and hereby agrees that (1) Real Money Players and all
information relating to Real Money Players will at all times remain the
sole property of RSI and (2) except for the limited information provided
by RSI in Payment reports at RSI’s sole discretion, Affiliate will not
be entitled to receive any information relating to Real Money Players.
Affiliate will not during the Term and after its termination assert any
proprietary rights over any information relating to Real Money Players.
To the extent Affiliate has access to any information regarding Real
Money Players, Affiliate shall use such information only for the
purposes of fulfilling its obligations under this Agreement.
- RSI reserves the
right to monitor Affiliate’s Website to ensure that Affiliate is
complying with this Agreement and Affiliate will promptly provide RSI
with all data and information RSI reasonably deems necessary for it to
monitor Affiliate’s Website at no costs to RSI.
Intellectual Property Rights
- As between the parties, RSI
owns all Intellectual Property Rights in the Promotion Materials, Links,
RSI’s Website, and all brands, logos, domains names, and marks
associated with all of the foregoing.
- Affiliate shall not:
- without RSI’s prior written
permission, register any domain names or register or purchase keywords,
search terms or other identifiers for use in any search engine, portal,
sponsored advertising service or other search or referral service, which
contain terms protected by the Intellectual Property Rights of RSI, any
Related Company, or any of their respective licensors. Such terms shall
include, without limitation, SugarHouse, SugarHouse Online Casino, Play
SugarHouse, Rush Street, and Rush Street Gaming;
- imitate or re-produce the look-and-feel of RSI’s Website;
- alter, modify or change the
Promotion Material in any way whatsoever, save as approved in writing by
RSI at its sole discretion; or
- use the Promotion Materials for any other purposes other than promoting RSI’s Website in accordance with this Agreement.
- RSI does not warrant that
use of the Links or Promotion Materials by Affiliate will not infringe
any third party Intellectual Property Rights or give rise to any other
liability on Affiliate.
- Commission Plans; Payment Terms
- There are two direct
Commission Plans offered through the Affiliate Program for your
election, and one Sub-Affiliate Commission Plan:
- CPA (Cost per Acquisition) Plan – $150 per Real Money Player
- Revenue Share Plan (see details below)
|New Depositing Players Referred in a Month
Sub-Affiliate Revenue Share- An
Affiliate who refers a Sub-Affiliate will receive 5% of the commissions
earned by the Sub-Affiliate.
The Commission Plan that you
elect, and RSI approves, will apply to all of the Affiliate services you
provide to RSI. You will not be entitled to receive any Payments for
revenues generated by Real Money Players on RSI’s Website except as set
out in the Commission Plan. RSI may, in its sole discretion and for any
reason, refuse to accept your Commission Plan choice.
When you have selected the
Revenue Share Plan, and RSI has accepted this choice, you will receive
payments for Real Money Players for as long as such Real Money Players
maintain valid accounts on RSI’s Website; provided that, your rights to
any Payments will automatically and immediately cease in the event we
terminate this Agreement due to your material breach of any term,
condition, or obligation hereunder.
RSI may also offer, in its sole discretion, a customized Commission Plan to any Affiliate.
Payments under the Revenue Share Plan shall be calculated as follows on a monthly basis:
((Z - Y) x A)
Z = MGR (based on actual margin
and/or theoretical win percentage and/or RSI’s retained revenue (as
applicable)) from Real Money Players
Y= Permitted Deductions
A = for each month in which
Affiliate acquires 0 – 10 Real Money Players: 25%; for each month in
which Affiliate acquires 11 – 20 Real Money Players: 30%; for each month
in which Affiliate acquires 21+ Real Money Players: 35%
- Negative Carryover.
As a general rule, the Affiliate Program has no negative balance
carryover for an Affiliate’s account from month-to-month for negative
revenues less than $5,000. Your balance will generally reset to $0 at
the start of each new month. However, if a negative balance of $5,000 or
greater is incurred on an Affiliate’s account in a particular month,
RSI may, in its sole discretion, choose to carry the negative balance
over to the next month. All RSI decisions in this respect are final and
- Plan Changes. RSI has the right, in its sole discretion, to amend any Commission Plan at any time. NOTE:
Any change to your Commission Plan will generally take effect on the
first day of the immediately subsequent calendar month, and all Payments
accruing prior to the date of such change will be calculated in
accordance with your prior Commission Plan.
RSI will track and report Real Money Player activity for purposes of
calculating your Payments based on your chosen Commission Plan. You will
receive a monthly report with your Payment indicating the number of new
Real Money Players that signed up that month per a unique Performance
Tracking code assigned to you and/or the total amount due to you after
any deductions or set offs that RSI is entitled to make under the
Agreement. In addition, daily reports will be available online for you
to view new Real Money Players per your unique Performance Tracking
- Minimum Payment and Time of Payment.
All Payments generated through your chosen Commission Plan will be paid
to you within thirty (30) days of the close of each calendar month. RSI
may impose reasonable restrictions on the frequency and amounts of
Payments for administrative convenience and/or to protect the security
of your Payment account details. RSI may, in its sole discretion, impose
a policy that no Payment will be made for a month if less than $100.00.
- Holdover for Fraud.
In the event that RSI, in its sole discretion, suspects any Fraud
Traffic, then it may delay Payments to you for up to sixty (60) days
while it investigates and verifies the relevant transactions. RSI is not
obligated to make Payments in respect of Real Money Players who RSI
determines, in its sole discretion, are not verifiably who they claim to
be or are otherwise associated with Fraud Traffic. In the event that
RSI determines any activity constitutes Fraud Traffic, or to otherwise
be in contravention of the Agreement, then RSI may, in its sole
discretion, recalculate or cancel any Payments associated with Fraud
- Method of Payment.
All payments to you will be due and payable in USD. Payment will be
made by check, wire, ACH, Skrill or any other method as RSI in its sole
discretion decides; however, RSI will make commercially reasonable
efforts to accommodate your preferred payment method. Charges for wires
or courier charges for checks will be covered by you and deducted from
your Payments. For the avoidance of doubt, RSI has no liability to pay
any currency conversion charges or any charges associated with the
transfer of monies to you.
- Player Tracking.
You understand and agree that potential Real Money Players must link
through to RSI’s Website using your Performance Tracking code or your
sign-up bonus code in order for you to receive Payments. In no event is
RSI liable for your failure to use your Performance Tracking code or for
potential Real Money Players' failure to properly enter valid sign-up
bonus codes. Notwithstanding any other provision herein, RSI may at any
time and in its sole discretion alter its Performance Tracking system
and reporting format.
- Payment Disputes. If you disagree with the monthly reports or amount payable, do NOT
accept payment for such amount and immediately send RSI written notice
of your dispute. Dispute notices must be received within thirty (30)
days of RSI 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 a Payment check,
acceptance of a Payment transfer or acceptance of other Payment from RSI
by you will be deemed full and final settlement of Payment due for the
month indicated. Notwithstanding the foregoing, if any overpayment is
made to you, RSI reserves the right to correct such calculation at any
time and to reclaim from you any overpayment made.
- Money Laundering.
You shall comply with all applicable laws and any policy notified by
RSI through this website or otherwise in relation to money laundering
and/or the proceeds of crime.
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 income tax and similar taxes in respect of
your income from the Agreement and for collecting and paying the income
tax and social security contributions in respect of your employees, if
you have any employees.
[Intentionally Left Blank]
- Affiliate will indemnify,
keep indemnified, defend and hold harmless RSI, the Related Companies,
and their respective officers, directors, members, managers, employees,
representatives, agents and subcontractors, against all damages, losses,
demands, claims, proceedings, costs and expenses, including but not
limited to, reasonable legal costs and expenses, suffered or incurred,
directly or indirectly, by any of them arising as a result of any breach
or alleged breach by Affiliate of any term of the Agreement.
- This Section 9 shall remain in full force and survive termination of the Agreement for whatever reason.
Limitations of Liability
Subject always to Section 10.2, RSI will not be liable to Affiliate for any:
- loss (whether direct or indirect) of profits, income, revenue, use, production or anticipated savings;
- loss (whether direct or indirect) of business, contracts or commercial opportunities;
- loss of or damage to goodwill or reputation (whether direct or indirect);
- loss of or corruption of any data, database or software;
- losses (whether direct or indirect) arising out of a Force Majeure Event;
- punitive or exemplary damages of any kind; or
- special, incidental, indirect or consequential losses or damages of any kind,
in each case: (i)
howsoever arising, whether in contract, tort (including negligence and
strict liability), breach of statutory duty, indemnity or otherwise; and
(ii) regardless of whether RSI has been informed of the same, had other
reasons to know, or knew of the possibility of any such damage arising.
Nothing in this Agreement will:
- limit or exclude the liability of a party for death or personal injury resulting from negligence;
- limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
- limit any liability of a party in any way that is not permitted under applicable law; or
- exclude any liability of a party that may not be excluded under applicable law.
Subject always to Sections
10.1 and 10.2, RSI’s total liability arising out of or in connection
with this Agreement whether in contract, tort (including negligence and
strict liability), breach of statutory duty, indemnity or otherwise
shall not exceed the total Payments paid or payable by RSI to Affiliate
pursuant to this Agreement in the six (6) month period prior to the
event giving rise to the liability.
- During the Term of
Affiliate’s appointment and at all times subsequently Affiliate shall,
and shall ensure that its employees, agents and sub-contractors shall,
(i) hold, keep and treat as secret and confidential, all Confidential
Information of RSI and any Related Company acquired by Affiliate during
the Term of this Agreement; (ii) shall not, except with the written
consent of RSI, disclose the same to any person, firm or company; and
(iii) will use such Confidential Information solely in the performance
of its duties and obligations under this Agreement and for no other
- The obligations of
confidentiality shall not apply to any information which is already
known to Affiliate at the time of disclosure or which is lawfully
acquired by Affiliate on its own initiative (other than in the course of
performing its obligations under this Agreement) or which is or becomes
published or is subsequently disclosed to Affiliate by a third party
lawfully in possession of it and with the right to disclose the same or
which Affiliate is obliged to disclose by law.
- The obligations of Affiliate under this Section shall survive the termination of this Agreement for whatever reason.
Force Majeure Events
- Where a Force Majeure event
gives rise to a failure or delay in either party performing its
obligations under this Agreement, those obligations will be suspended
for the duration of the Force Majeure event.
- A party who becomes aware of
a Force Majeure event which gives rise to, or which is likely to give
rise to, any failure or delay in performing its obligations under this
Agreement, will promptly notify the other.
- The affected party will take reasonable steps to mitigate the effects of the Force Majeure event.
- This Agreement shall
commence on the Commencement Date and shall terminate (a) when either
party serves 30 days’ written notice of an intention to terminate with
or without cause, (b) if earlier terminated by RSI as provided in
Section 13.2 below, or (c) if earlier terminated in accordance with any
other provision of this Agreement.
RSI may terminate the
Agreement immediately (with or without giving written notice to
Affiliate) if Affiliate:
- commits any breach of any term of the Agreement;
- in RSI’s opinion, is in breach of the terms of any advertising code of practice and/or Good Industry Practice;
- is guilty of serious
misconduct which, without limitation, shall include the commission of
any act of fraud or dishonesty (whether or not connected with this
- is guilty of incompetence or gross or persistent negligence in respect of its obligations under this Agreement;
- fails or refuses after written warning to carry out duties properly required of it under this Agreement.
Effects of Termination
- On termination of this Agreement all licenses granted by RSI to Affiliate pursuant to this Agreement will terminate immediately.
- If the Agreement is
terminated by RSI under Section 13.2, RSI will not have any obligation
to make any further Payments to Affiliate.
- Upon termination of this Agreement for whatever reason
- Affiliate shall immediately
comply with all of its outstanding obligations in connection with this
Agreement and shall do all such acts and shall execute all such
documents as RSI may require to give effect to the terms of this
- Affiliate shall immediately
deliver to RSI or irretrievably destroy all Promotional Material and
Customized Material, Confidential Information, and all other documents
and materials owned by RSI which may be in the possession or control of
Affiliate, and Affiliate shall not without the written consent of RSI
retain any copies of such items.
- The parties have considered
the restrictions contained in this Section and they mutually declare
that they are reasonable and fair and in the circumstances go no further
than is necessary to protect the legitimate business interests of RSI.
- Termination of this
Agreement for whatever reason will be without prejudice to the rights
and duties of the parties arising in any way out of this Agreement prior
to termination and all the Sections in this Agreement which expressly
or impliedly have effect after termination will continue to be
enforceable despite termination.
- Any notice given under the
Agreement must be in writing (whether or not described as “written
notice” in the Agreement) and must be delivered personally, sent by
pre-paid first class mail, or sent by email for the attention of the
relevant person, and to the relevant address or email address specified
on the Affiliate Sign-Up Form (in the case of Affiliate) or this website
(in the case of RSI) (or as notified by one party to the other in
accordance with this Section).
- A notice will be deemed to have been received at the relevant time set out below:
- where the notice is delivered personally, at the time of delivery;
- where the notice is sent by first class mail, 48 hours after posting; and
- where the notice is sent by
email, at the time of the transmission (providing the sending party
retains written evidence of the transmission).
- Regulatory Compliance.
As a holder of privileged gaming licenses, RSI is required to adhere to
strict laws regarding vendor and other business relationships. If at
any time RSI determines in its sole and reasonable discretion, or is
informed by relevant authorities that its association with Affiliate
could violate any statutes and regulations regarding prohibited
relationships or threatens any of its privileged gaming licenses, RSI
may immediately terminate this Agreement without liability upon written
notice to Affiliate. If mandated by RSI’s compliance department,
Affiliate agrees to complete and submit to RSI a business information
form and to undergo a background investigation to establish compliance
with RSI’s compliance policies.
If any gaming regulatory
authority requires approval of this Agreement or its terms, such
approval shall be obtained by RSI prior to the performance of any part
of this Agreement. If such regulatory authority disapproves this
Agreement in whole or in part, RSI may immediately terminate this
Agreement without liability, upon written notice to Affiliate.
Notwithstanding any other terms
of this Agreement, if any regulatory authority requires RSI to terminate
this Agreement pursuant to this Section, and prohibits RSI from making
further payment to Affiliate under this Agreement, then, upon written
notice to Affiliate, RSI shall have no further liability to Affiliate,
except for any obligations pursuant to any services rendered and
expenses incurred prior to the effective date of such termination, which
such obligations shall be honored unless prohibited by law.
- No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
- If a Section of the
Agreement is determined by any court or other competent authority to be
unlawful and/or unenforceable, the other Sections of the Agreement will
continue in effect. If any unlawful and/or unenforceable Section would
be lawful or enforceable if part of it were deleted, that part will be
deemed to be deleted, and the rest of the Section will continue in
effect (unless that would contradict the clear intention of the parties,
in which case the entirety of the relevant Section will be deemed to be
- Nothing in the Agreement
will constitute a partnership, agency relationship or contract of
employment between the parties. Affiliate will not make any statement on
Affiliate’s Website or otherwise which expressly or impliedly suggests
that there is any such relationship between the parties.
- RSI may freely assign its
rights and obligations under the Agreement without Affiliate’s consent
to any successor to all or a substantial part of its business from time
to time. Save as expressly provided in this Section or elsewhere in the
Agreement, neither party may without the prior written consent of the
other party assign, transfer, license or otherwise dispose of the
Agreement or any rights or obligations under the Agreement, by operation
of law or otherwise.
- The Agreement is made for
the benefit of the parties, and is not intended to benefit any third
party or be enforceable by any third party. The rights of the parties to
terminate, rescind, or agree to any amendment, waiver, variation or
settlement under or relating to the Agreement are not subject to the
consent of any third party.
- The Agreement constitutes
the entire agreement and understanding of the parties in relation to the
subject matter of the Agreement, and supersedes all previous
agreements, arrangements and understandings between the parties relating
to the subject matter of the Agreement. Subject to the terms of this
Agreement, each party acknowledges that no representations or promises
not expressly contained in the Agreement have been made by or on behalf
of the other party.
- This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of
the State of New Jersey, as it is applied to agreements entered into and
to be performed entirely within such state, without regard to conflict
of law principles. You agree that any all disputes, claims and causes of
action relating to this Agreement shall be resolved individually,
without resort to any form of class action, exclusively by confidential
arbitration in Atlantic County, New Jersey, before a single arbitrator
pursuant to the then-current arbitration rules of the American
Arbitration Association. Any award rendered shall be final and
conclusive upon the parties and a judgment thereon may be entered in the
highest court of any forum, state or federal, having jurisdiction. The
parties to the arbitration will share equally the administrative costs
of such arbitration proceedings. You agree to commence any arbitration
proceeding with respect to this Agreement within one (1) year after the
claim arises. You agree that a proceeding commenced after this date is