Affiliate Programme Terms and Conditions?

The following is an agreement between Portapa 2 (Pty) Ltd t/a Supabets (registration number 2009/616148/07) ("Supabets", "us" or "we") of [address], and you ("you"), which contains the terms and conditions (?Agreement?) that apply to all members of the Supabets affiliate programme (?Affiliate Programme?).

  1. Our General Rights and Obligations

1.1 Register your Customers

We will register your Customers and track their transactions on websites (?Supabets Websites?) which are owned, operated or branded by Supabets or any member of the Supabets group of companies (?Supabets Group?). We reserve the right to refuse Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish in respect of the use of the Supabets Websites. "Customers" means visitors to your website who join our customer database (by way of registering after arriving at the applicable Supabets Website via hypertext transfer links, which we will provide to you from time to time via http://Supapartners.com/ (?Affiliate Site?). By opening an account with us, they will become our customers and, accordingly, all of our rules, policies, and operating procedures will apply to them.

1.2 Track Customers' Play

We will track your Customers' bets and plays on any of the Supabets Websites and make available to you a report summarising their activities, which you can access from the Affiliate Site.

1.3 Pay a Referral Commission

Subject to clause 5, we will pay you a referral commission ("Referral Commission") up to 25% of the net profit (defined in clause 3.1) we earn for the customer?s lifetime (lifetime is defined as the player being active on our website)

1.4 Modification

We may in our sole discretion modify any of the terms and conditions contained in this Agreement or replace it at any time by posting a change notice or a new agreement on the Affiliate Site. Modifications may include, for example, changes in the calculation of the Referral Commission or Affiliate Programme rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Programme following our posting of a change notice or new agreement on the Affiliate Site will constitute binding acceptance of the modification or of the new agreement.

1.5 Your Application

To become a member of the Affiliate Programme you will need to accept the terms and conditions of this Agreement by ticking the box indicating your acceptance and completing and submitting an online application form on the Affiliate Site. The application form will form an integral part of this Agreement. We will in our sole discretion determine whether or not to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful.

  1. 2. Your General Rights and Obligations

2.1 Linking to the Supabets Websites

By agreeing to participate in the Affiliate Programme, you are agreeing to create and maintain unique hypertext transfer links from your website to the Supabets Websites. You may only link to the Supabets Websites by using approved promotional material (for example, banners, html mailers, editorial columns, images and logos), which we will provide to you from time to time via the Affiliate Site (?Approved Promotional Material?).

2.2 Spamming

We will terminate this Agreement immediately without recourse for you if there is any form of spamming.

2.3 Registering of Domain Names

You agree to not register (or apply to register) any domain name similar to any domain name used by or registered in the name of any member of the Supabets Group, or any other name that could be understood to designate the Supabets Group.

2.4 Bidding on Brand Terms

You agree not to purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Supabets Group?s trade marks or other intellectual property or otherwise include the word "Supabets" or variations thereof, or include metatag keywords on your website which are identical or similar to any of the Supabet Group?s trade marks or other intellectual property, unless given permission.

2.5 Appointment

By this Agreement, we grant you the non-exclusive, non-transferable, right to direct Customers to any of the Supabets Websites in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege, and we obviously intend to contract with and obtain the assistance of others at any time to perform services of the same or similar nature as yours. You shall have no claim to Referral Commission or other compensation on business secured by or through persons or entities other than you.

2.6 Approved Layouts

You may only use Approved Promotional Material and may not alter any Approved Promotional Material in any manner nor refer to us in any other promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorised and permitted representation of the Supabets Websites. In particular you may not create your own direct link to the Supabets Websites.

We will terminate this Agreement immediately without recourse for you if you breach any provisions of this clause 2.6.

2.7 Responsibility for Your Website

You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website. For example, you will be solely responsible for ensuring that materials posted on your website are not libellous or otherwise illegal. We disclaim all liability for these matters. Further, you hereby indemnify and hold us, our directors, employees and representatives harmless from and against any and all claims, liabilities, losses, damages and costs (including, without limitation, legal fees) arising directly or indirectly out of, or in any way connected with, the development, operation, maintenance, and contents of your website.

2.8 Direct Participation

The Affiliate Programme is intended for your direct participation. You shall not open affiliate accounts on behalf of other participants. Opening an affiliate account for a third party, brokering an affiliate account or the transfer of an affiliate account is not allowed. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at our discretion.

2.9 Affiliation

Other than as provided for in this Agreement, you may not make any affiliation between your website and any of the Supabets Websites.

2.10 Licence to use Marks

We hereby grant to you a non-exclusive, non-transferable licence, during the term of this Agreement, to use our trade name, trade marks, service marks, logos and any other designations, which we may from time to time approve ("Marks") solely in connection with the display of the Approved Promotional Material on your website. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this Agreement. Except for the rights expressly granted under this Agreement, no right, title or interest of any nature whatsoever is granted to you in respect of the Marks or any of our other intellectual property, whether by implication, estoppel, reliance or otherwise.? All rights with respect to the Marks or any of our other intellectual property rights, that are not specifically granted herein are reserved to us. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marks or any of our other intellectual property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks or any of our other intellectual property by any third party.

2.11 Confidential Information

During the term of this Agreement, you may be entrusted with confidential information relating to the Supabets Group?s business, operations, or underlying technology and/or the Affiliate Programme (including, for example, Referral Commission earned by you under the Affiliate Programme). You must keep all confidential information confidential and you must not disclose such confidential information to third persons or outside parties unless you have our prior written consent.? You may only use the confidential information for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.

2.12 Data Protection

You shall at all times comply with all applicable laws and regulations relating to the collection, processing, storing and sharing of personal information as defined in section 1 of the Promotion of Personal Information Act. ?You hereby indemnify and hold us, our directors, employees and representatives harmless from and against any and all claims, liabilities, losses, damages and costs (including, without limitation, legal fees) arising directly or indirectly out of, or in any way connected with, your failure to comply with this clause 2.12.

3. Referral Commission Calculation

3.1 The Referral Commission

Subject to clause 5, you will earn a Referral Commission of up to 25% based on the net profit we earn each month from Customers directed from your website after they open an account with us and wager for money on any of the Supabets Websites. Net profit is defined as:

- on sports activities, monies received by us each month in respect of all settled bets made by Customers after deducting: (i) monies paid out to Customers as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof); (iii) bad debts; (iv) fraud; (v) returned stakes; (vi) transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs); (vii) voids; (ix) VAT and (viii) bet/deposit bonuses.

We retain the right to change the Referral Commission percentage and method of calculation of Referral Commission as we wish in accordance with clause 1.4.

There is no general negative rollover on commissions, and commission is for the lifetime of the player. However we do have a High Roller policy. Negative commissionable revenue generated in any given month by any player(s) who we, in our sole discretion, determine to be "High Roller" will be carried forward and offset againstfuture commissionable revenue generated by that player referred by you until such negative commissionable revenue is cleared.

For the first 3 months of the term of this Agreement, your Referral Commission percentage will be 25%, thereafter your Referral Commission percentage will be reviewed every 3 months.? If you have less than 10 new signups per month for any 3 month period under review, we will decrease your Referral Commission percentage to 10%.

3.2 Sub-Affiliates

If you refer an affiliate and that affiliate signs up (this affiliate will be referred to as your sub-affiliate), you will earn a commission based on the earnings of your sub-affiliate. The commission paid to you will be 5% of the sub-affiliate?s total earnings per month.

4.1 Term and Termination

The term of this Agreement will begin when you are approved as an affiliate under the Affiliate Programme, and will be continuous unless and until either party notifies the other in writing that it wishes to terminate this Agreement, in which case this Agreement will be terminated immediately. Termination is at will, with or without reason, by either party. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

Upon termination of this agreement, all clients listed under the affiliate?s account, shall become the exclusive property of Supabets, however the affiliate shall continue to receive commission in respect of those customers already acquired during the term of this agreement, for a period of 3 years from the date that the Customer?s Supabet?s account was opened, at the commission rate of 25%.

4.2 Consequence

Upon termination you must remove all of our Approved Promotional Material, Marks and other intellectual property from your website and disable all hypertext transfer links from your website to all Supabets Websites. All rights and licenses given to you in this Agreement shall immediately terminate. You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of our Approved Promotional Material, Marks and other intellectual property.

4.3 Unsuitable Sites

We may terminate this Agreement if we determine (in our sole discretion) that your site is unsuitable. Unsuitable sites include, but are not limited to, those that: are aimed at children, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights or breach any relevant advertising regulations or codes of practice.

4.4 Duplicate Accounts and Self Referrals

You shall not open more than one affiliate account without our prior written consent nor will you earn commission on your own or related person's Supabets account. The Affiliate Programme is intended for professional website publishers.

  1. Relationship of Parties

You are an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will not make any statement, whether on your website or otherwise, that would contradict anything in this Agreement.

You shall not make any claims or representations, or give any warranties, in connection with us and you shall have no authority to, and shall not, bind us to any obligations.

5. Indemnity

You hereby, indemnify, and hold us, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs (including, without limitation, legal fees) directly or indirectly arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence, (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or (e) the unauthorised use of our Approved Promotional Material, Marks and other intellectual property, our hypertext transfer links and/oror the Affiliate Programme.

  1. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Programme, about ourselves or the Referral Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of the Supabets Websites will be uninterrupted or error-free and we will not be liable for the consequences if there are any.

In the event of a discrepancy between the reports offered the Affiliate Site and the Supabets database, the database shall be deemed accurate.

  1. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Programme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Programme will not exceed the total Referral Commission paid or payable to you under this Agreement.

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

Our obligations under this Agreement do not constitute personal obligations of our directors, employees or shareholders.

  1. Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals from other third parties on terms that may differ from those contained in this Agreement or operate or contract with websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Affiliate Programme and are not relying on any representation, guarantee, or statement other than as set out in this Agreement.

  1. Miscellaneous

12.1 Governing Law

The laws of South Africa will govern this Agreement, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in South Africa and you irrevocably consent to the jurisdiction of its courts.

12.2 Assignability

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.

12.3 Non-Waiver

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognised by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to this Agreement or its terms.

12.4 Remedies

Our rights and remedies hereunder shall not be mutually exclusive, that is to say that the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, we may seek enforcement or compliance by specific performance, interdict, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, its being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.

12.5 Severability/Waiver

Whenever possible, each provision of this Agreement shall 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.