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 Rush-Affiliates.com Registration Page.
This Affiliate Agreement sets out the complete terms and conditions between you (“Affiliate” or “you”) and the Rush Street Interactive subsidiary that operates in the jurisdiction in which you act as an Affiliate for Rush Street Interactive in the Affiliate Program as further described herein (each “RSI,” as applicable) for the promotion of the following brands or domains, as applicable: SugarHouse Online Casino & Sportsbook in the State of New Jersey; BetRivers in the States/Commonwealths of Colorado, Indiana, Iowa, Michigan, Pennsylvania, and Virginia; RushBet (for Colombia); and BetRivers.net and Rush Games (for free-to-play games).
1. Definitions and interpretation
1.1 In the Agreement:
"Affiliate" means an individual or entity having completed an Affiliate Sign-Up Form and having been accepted by RSI to participate in the Affiliate Program.
"Affiliate Program" means the SugarHouse Online Casino & Sportsbook, BetRivers, Rushbet, BetRivers.net, and/or Rush Games affiliate program detailed in this Agreement and on this website. You may register for one or more of the Affiliate Programs as you desire.
"Affiliate Sign-Up Form" means the form prepared by RSI, which represents Affiliate’s application to participate in the Affiliate Program.
"Affiliate's Website" means the site or sites owned and operated by Affiliate.
"Agreement" means this Agreement between RSI and Affiliate, and any amendments to it from time to time.
"Business Day" means any day excluding Saturday and Sunday on which banks are open in the State in which you have registered for the Affiliate Program.
"Charge Back" 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.
"Commission Plan" means a plan for calculation of Payments as specified in Section 7.
"Confidential Information" 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 materials);
(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).
"Fraud Traffic" 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 5.2.
"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).
"Link(s)" means a hyperlink (whether embedded in text or an image or otherwise) from Affiliate’s Website to RSI’s Website.
"Permitted Deductions" means:
(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 means;
(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 governmental or gaming authorities.
"Payments" means payments made by RSI to Affiliate on a monthly basis based on a selected Commission Plan.
"Performance Tracking" 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 Payments.
"Prohibited Materials" 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.
"Promotion Materials" 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 code.
"Qualifying Real Money Player" means 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 Websites or have not signed up for a player account in a land-based casino loyalty program (e.g. Rush Rewards) operated by one of our partners/customers.
"Related Company" 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.
"Spam" means unsolicited e-mail of a commercial nature, sent indiscriminately to multiple mailing lists, individuals or newsgroups.
"Term" means the term of the Agreement from the Effective Date until terminated pursuant to Section 13 or as otherwise permitted under this Agreement.
"RSI’s Website" means the online casino accessible via the URL www.playsugarhouse.com (for SugarHouse Online Casino & Sportsbook) or any associated mobile application; the online casino accessible via the URL www.betrivers.com (for BetRivers Online Casino & Sportsbook) or any associated mobile application; the online casino accessible via the URL www.betrivers.net or rushgames.com (for free-to-play games) or any associated mobile application; and/or the online casino accessible via the URL www.rushbet.co (for RushBet) or any associated mobile application.
2. Application and Agreement
2.1. To participate in the Affiliate Program, you must click on the “Sign Up” button on this website. You will then be redirected to partners.rush-affiliates.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.
2.2. 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.
2.3. 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.
2.4. 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.
3.1. 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.
3.2. All other rights and licenses not expressly granted under the Agreement are reserved to RSI.
3.3. It is a condition of this Agreement that Affiliate will not do any of the following:
(a) Display the Promotion Materials or the Links via any electronically accessible medium other than Affiliate’s Website without the prior written consent of RSI;
(b) 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
(c) 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.
4. Affiliate Program
4.1. 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.
4.2. Affiliate will be granted access to an affiliate control panel by RSI during the Term, from which Affiliate will be able to:
4.3. (a) alter Affiliate’s account preferences;
4.4. (b) update Affiliate’s account information;
4.5. (c) access Promotion Materials and HTML code to use as Links; and
4.6. (d) view Affiliate’s account activity and stats.
4.7. 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.
5. Affiliate Obligations
5.1. Affiliate must:
(a) keep Affiliate’s Website up-to-date and in good working order;
(b) ensure that the quality of design, content and functionality on Affiliate’s Website does not materially deteriorate during the Term;
(c) obtain and maintain in force all necessary registrations, authorizations, consents and licenses to enable Affiliate to fulfil its obligations under the Agreement;
(d) 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;
(e) keep secret and not allow anyone else to use Affiliate’s unique login and password
(f) 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 discretion; and
(g) comply at all times with all other duties and obligations set out in this Agreement.
5.2. Affiliate must not:
(a) 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;
(b) include any Prohibited Materials on Affiliate’s Website, or include any hyperlink to any Prohibited Materials on Affiliate’s Website;
(c) 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 of Affiliate;
(d) 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;
(e) 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 immediate effect;;
(f) increase or seek to increase the Payment via Fraud Traffic;
(g) 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;
(h) 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);
(i) 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
(j) 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.
5.3. Affiliate additionally represents, warrants and covenants that:
(a) 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.
(b) Affiliate’s Website, or any part thereof, is not aimed at people under 21 years of age;
(c) 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;
(d) the Agreement has been duly and validly executed by Affiliate and represents a legally binding obligation, enforceable against Affiliate in accordance with its terms;
(e) Affiliate will perform its obligations under the Agreement in accordance with Good Industry Practice; and
(f) all owners and employees of Affiliate are adults of at least 21 years of age.
5.4. 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.
5.5. 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.
5.6. 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.
6. Intellectual Property Rights
6.1. 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.
6.2. Affiliate shall not:
(a) 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 & Sportsbook, Play SugarHouse, BetRivers, Rush Games, Rush Street Interactive, Rush Street, and Rush Street Gaming;
(b) imitate or re-produce the look-and-feel of RSI’s Website;
(c) alter, modify or change the Promotion Material in any way whatsoever, save as approved in writing by RSI at its sole discretion; or
(d) use the Promotion Materials for any other purposes other than promoting RSI’s Website in accordance with this Agreement.
6.3. 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.
7. Commission Plans; Payment Terms
7.1. There are two direct Commission Plans offered through the Affiliate Program:
CPA (Cost per Acquisition) Plan – A one time flat fee paid per qualified real money player (payable after the Real Money Player makes a minimum aggregate deposit of $25 and places at least 1 real money wager on RSI’s Website)
Revenue Share Plan (see details below)
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%
7.2. There is one direct Commission Plan offered through the Affiliate Program for RushBet: CPA (Cost per Acquisition) Plan – 25,000 COP per Real Money Player (payable after the Real Money Player makes a minimum aggregate deposit of 5,000 COP and places at least 1 real money wager on RSI’s Website).
7.3. 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 undisputable.
7.4. 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.
7.5. Reports. 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 code.
7.6. 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.
7.7. 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 Traffic.
7.8. 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.
7.9. 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.
7.10. 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.
7.11. 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.
7.12. Taxation. All taxes due in connection with any Payments to you, including without limitation all applicable VAT, 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. Notwithstanding the foregoing, RSI may treat any tax as a Permitted Deduction, and shall inform you of the specific payments made to government and gaming authorities with respect thereto.
8. [Intentionally Left Blank]
9.1. 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.
9.2. This Section 9 shall remain in full force and survive termination of the Agreement for whatever reason.
10. Limitations of Liability
10.1. Subject always to Section 10.2, RSI will not be liable to Affiliate for any:
(a) loss (whether direct or indirect) of profits, income, revenue, use, production or anticipated savings;
(b) loss (whether direct or indirect) of business, contracts or commercial opportunities;
(c) loss of or damage to goodwill or reputation (whether direct or indirect);
(d) loss of or corruption of any data, database or software;
(e) losses (whether direct or indirect) arising out of a Force Majeure Event;
(f) punitive or exemplary damages of any kind; or
(g) 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.
10.2. Nothing in this Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
10.3. 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.
11. Confidential Information
11.1. 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 purpose.
11.2. 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.
11.3. The obligations of Affiliate under this Section shall survive the termination of this Agreement for whatever reason.
12. Force Majeure Events
12.1. Where a Force Majeure event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.
12.2. A party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.
12.3. The affected party will take reasonable steps to mitigate the effects of the Force Majeure event.
13.1. 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.
13.2. RSI may terminate the Agreement immediately (with or without giving written notice to Affiliate) if Affiliate:
(a) commits any breach of any term of the Agreement;
(b) in RSI’s opinion, is in breach of the terms of any advertising code of practice and/or Good Industry Practice;
(c) 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 Agreement);
(d) is guilty of incompetence or gross or persistent negligence in respect of its obligations under this Agreement;
(e) fails or refuses after written warning to carry out duties properly required of it under this Agreement.
14. Effects of Termination
14.1. On termination of this Agreement all licenses granted by RSI to Affiliate pursuant to this Agreement will terminate immediately.
14.2. If the Agreement is terminated by RSI under Section 13.2, RSI will not have any obligation to make any further Payments to Affiliate.
14.3. Upon termination of this Agreement for whatever reason
(a) 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 Agreement; and
(b) 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.
14.4. 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.
14.5. 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.
15.1. Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class 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).
15.2. A notice will be deemed to have been received at the relevant time set out below:
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by first class mail, 48 hours after posting; and
(c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
15.3. 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.
15.4. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
15.5. 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 deleted).
15.6. 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.
15.7. 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.
15.8. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
15.9. The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to 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.
15.10. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois, 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 Cook County, Illinois, 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 barred.