PA iLottery Customer Referral Program Terms and Conditions

Please read these PA iLottery Customer Referral Program, also referred to as the PA iLottery Affiliate Program, Terms and Conditions (“Terms and Conditions”) carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to our Customer Referral Program. You will be asked to agree to these Terms and Conditions before becoming an Affiliate.

If you have any questions or comments about the PA iLottery Customer Referral Program, please contact us by writing to our Affiliate Team at affiliates@PAiLottery.com.

1.       Definitions

In the Agreement:

a.       “Acceptance Email” means an email sent by the Administrator to an Affiliate confirming that the applicant has been accepted into the Customer Referral Program.

b.       “Affiliate Acquired Customer” means an individual who first accesses the PA iLottery Website and becomes a Registered PA iLottery Player using the Link or Promotional Code assigned to the Affiliate by the Administrator. The individual is considered an Affiliate Acquired Customer for a period of 24 months from the date on which the individual becomes a Registered PA iLottery Player using the Link or Promotional Code assigned to the Affiliate by the Administrator.

c.       “Administrator” means Scientific Games International (“SGI”) which administers the Customer Referral Program on behalf of the Pennsylvania Lottery, and as part of the Income Access Network.

d.       “Affiliate” means the person (natural or legal) specified as the applicant for the Customer Referral Program on the Registration Form and which has been approved for participation in the Customer Referral Program.

e.       “Affiliate Property” means the physical location owned or operated by the Affiliate, and as identified on the Registration Form, in which the Affiliate will display Administrator approved PA iLottery Marketing Materials as provided by the Administrator and/or the Pennsylvania Lottery.

f.        “Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form.

g.       “Agreement” means the written agreement setting forth the Affiliate’s rights and responsibilities related to its participation in the Customer Referral Program. The Agreement consists of the Registration Form, the Acceptance Email, and these Terms and Conditions, which may be amended from time to time. The Agreement also includes emails from the Administrator to the Affiliate specifically amending these Terms and Conditions.

h.       “Customer Referral Program” means the Pennsylvania Lottery’s PA iLottery Customer Referral Program for promoting the PA iLottery Website and Lottery products. Also referred to as “Affiliate Program.”

i.         “Effective Date” means the date the Agreement comes into force as specified by the date of the Acceptance Email.

j.         “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, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.

k.       “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 including 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, petty patents, utility models, semi-conductor topography rights and rights in designs.

l.         “Link” means a hyperlink specific to the Affiliate, whether embedded in text or an image or otherwise, to the PA iLottery Website in the form, of the design and in a position on the Affiliate Website as approved by the Pennsylvania Lottery and/or Administrator.

m.     “Marketing Materials” means those pamphlets, flyers, advertising, etc., as approved and provided by the Administrator and/or the Pennsylvania Lottery for placement at the Affiliate Property and which will contain a Promotional Code associated with a specific Affiliate.

n.       “Net Gaming Revenue” means one of the following depending on the type of wager placed by the Affiliate Acquired Customer:

                                                               i.      For Internet Instant Games, as defined by 4 Pa.C.S. 502, the Lottery’s regulations and rules, Net Gaming Revenue shall be defined as the total amount wagered by an Affiliate Acquired Customer who first accesses and wagers at the PA iLottery Website through the Affiliate Link, less total amount won in the period after the deduction of bonus money, promotional costs and administrative costs.

                                                             ii.      For Draw Games, as defined by the Lottery’s regulations and rules, Net Gaming Revenue shall be defined as the total amount wagered by an Affiliate Acquired Customer on draw games who first accesses and wagers at the PA iLottery Website through the Affiliate Link, less the theoretical payout percentage for the draw game purchased by the Affiliate Acquired Customer after the deduction of bonus money, promotional costs and administrative costs.

o.       “PA iLottery Website” means the website accessible via the URL www.PAiLottery.com.

p.       “Payments” means compensation due to the Affiliate under the terms of this Agreement.  

q.       “Payment Criteria” means the initial minimum deposit and minimum wager requirements as set forth in the cost per acquisition compensation model and the hybrid compensation models described herein.

r.        “Payment Trigger” means wagers placed by an Affiliate Acquired Customer on the PA iLottery Website. Initial deposit and wager requirements under the cost per acquisition compensation model and the hybrid compensation models are specifically excluded from this definition. 

s.        “Prohibited Materials” means content, works or other materials that the Administrator and/or the Pennsylvania Lottery determines, in its sole discretion, constitutes:

                                                               i.      Material that is indecent, obscene, pornographic or lewd;

                                                             ii.      Material that breaches any applicable laws, regulations or Pennsylvania Lottery policies;

                                                           iii.      Material that infringes any third party intellectual property rights or other rights;

                                                           iv.      Material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;

                                                             v.      Computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software;

                                                           vi.      Spam, unsolicited email and/or unsolicited communications;

                                                          vii.      Material that promotes violence, discrimination, or illegal activities;

                                                        viii.      Material that the Pennsylvania Lottery finds, in its sole discretion, to be objectionable;

                                                            ix.      Material that violates the Pennsylvania Lottery’s iLottery Customer Referral Program Advertising Style Guide; or

                                                             x.      Material that targets individuals under the age of 18.

t.        “Promotional Code” means a code specific to the Affiliate, printed on Marketing Materials. A customer becomes an Affiliate Acquired Customer using the code assigned to the Affiliate during the iLottery registration process.

u.       “Registered iLottery Player” means an eligible person who successfully establishes a lottery account through the PA iLottery Website, has accepted the PA iLottery terms and conditions and has completed the registration process by successfully passing all age and identity verification processes. Also referred to as a “Customer.”

v.       “Registration Form” means an electronic form on the PA iLottery Website enabling users to apply to become Affiliates.

w.     “Retailer” means a person who has applied for and been approved for licensure by the Pennsylvania Lottery as a lottery sales agent under the State Lottery Law, 72 P.S. §§ 3761-101 et seq., and the Pennsylvania Lottery’s regulations, 61 Pa. Code §§ 801 et seq.

x.       “Term” means the term of the Agreement.

2.       Application and Agreement

a.       In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form and accept these Terms and Conditions during the registration process.

b.       If the applicant makes any input errors during the registration process, all errors must be identified and corrected by the applicant before the Registration Form is completed.

c.       An Agreement is not established unless and until the applicant receives an Acceptance Email from the Administrator confirming the applicant’s ability to participate in the Customer Referral Program.

d.       The Agreement will continue in force indefinitely, unless and until terminated pursuant to these Terms and Conditions, as amended from time to time, or by operation of law.

e.       The following individuals are prohibited from applying for and/or becoming an Affiliate:

                                                               i.      An officer or employee of the Pennsylvania Lottery;

                                                             ii.      A spouse, child, brother, sister or parent residing as a member of the same household as an officer or employee of the Pennsylvania Lottery;

                                                           iii.      An officer or employee of a contractor or subcontractor who is directly involved in the operation of iLottery or the provision of iLottery-related services;

                                                           iv.      A business or other legal entity which is owned by an officer or employee of the Pennsylvania Lottery, or a contractor or subcontractor who is directly involved in the operation of iLottery or the provision of iLottery related services;

                                                             v.      A business or other legal entity which is owned by a spouse, child, brother, sister or parent residing as a member of the same household as an officer or employee of the Pennsylvania Lottery, or a contractor or subcontractor who is directly involved in the operation of iLottery or the provision of iLottery related services; or

                                                           vi.      An individual under the age of 18.

f.        An applicant is required to cooperate with the Administrator and provide information and documentation as requested for purposes of verifying the information provided during the registration process or, if approved as an Affiliate, for purposes of ensuring compliance with the Customer Referral Program.

g.       Participation in the Customer Referral Program is at the Administrator’s and/or the Pennsylvania’s Lottery discretion. An application may be denied for any reason and neither the Administrator nor the Pennsylvania Lottery are required to provide the applicant the reasons for which it was denied participation in the Customer Referral Program.

h.       During the registration process for the Customer Referral Program, the applicant is required to choose its compensation model in the Customer Referral Program. The compensation model directly impacts the compensation the Affiliate will receive.  An Affiliate may request to change its compensation model, at any time, but all such requests must be specifically approved by the Administrator. Such a request may be denied for any reason.

i.         If information required and supplied during the registration process subsequently changes during the Term, the Affiliate is required to provide the Administrator with updated information within 15 calendar days of the changes. The Administrator and/or the Pennsylvania Lottery has the right to terminate this agreement with the Affiliate based on the changes or failure to provide the updated information in a timely manner.

j.         Non-US Affiliates will be required to complete an IRS Form W-8BEN-E upon registration.

3.       Compensation Models

a.       Existing Affiliates.  For Affiliates existing prior to the effective date of this amendment to the Customer Referral Program, Affiliates will be compensated under the compensation model the Affiliate was enrolled in at the time the Affiliate Acquired Customer was acquired by the Affiliate.  Compensation for Affiliate Acquired Customers acquired by any Affiliate after the effective date of this amendment to the Customer Referral Program will be based on the compensation models set forth in subsection 3.b. herein.

b.       Compensation Models. Affiliates are required to choose one of the following compensation models.

                                                               i.      Revenue Share Model – Marketing Materials and/ or Link. The Affiliate agrees to place Marketing Materials at the Affiliate Property, to place a Link on the Affiliate Website or to incorporate the Link into other digital marketing efforts in consideration for twenty (20) percent of the Net Gaming Revenue for Affiliate Acquired Customers referred from either online materials or offline materials from such Affiliate Acquired Customers for a 24 month period. 

                                                             ii.      Cost Per Acquisition Model. The Affiliate agrees to place Marketing Materials at the Affiliate Property and/or to place the Link on the Affiliate Website or to incorporate the Link into other digital marketing efforts in consideration for a one-time payment of $100 per Affiliate Acquired Customer that both deposits ten dollars ($10) in their lottery account and wagers ten dollars ($10) from their lottery account.

                                                           iii.      Hybrid Model – Marketing Materials and/ or Link.  The Affiliate agrees to (1) place Marketing Materials at the Affiliate Property and/or (2) to place the Link on the Affiliate Website or to incorporate the Link into other digital marketing efforts in consideration for ten (10) percent of the Net Gaming Revenue of the Affiliate Acquired Customer for a 24 month period and a one-time payment of $50  once the Affiliate Acquired Customer has both deposited ten dollars ($10) in their lottery account and wagered ten dollars ($10) from their lottery account.

c.       BIG WIN Bonus Commission.

                                                               i.      Affiliates operating under the revenue share compensation model, as described in subsection 3(b)(i), will receive a value-based commission, herein referred to as the BIG WIN Bonus Commission, as set forth in subsection 3(c)(vi), per Affiliate Acquired Customer, based on established prize amounts.

                                                           ii.      Affiliates operating under the cost per acquisition model, as described in subsection 3(b)(ii), are eligible for the BIG WIN Bonus Commission, as set forth in subsection 3(c)(vi), per Affiliate Acquired Customer, based on established prize amounts and so long as the Affiliate Acquired Customer has met the Payment Criteria.

 iii.  Affiliates operating under the hybrid compensation model, as described in subsection 3(b)(iii), will receive a value-based commission, herein referred to as the BIG WIN Bonus Commission, as set forth in subsection 3(c)(vi), per Affiliate Acquired Customer based on established prize amounts and so long as the Affiliate Acquired Customer has met the Payment Criteria.

                                                           iv.      When any Affiliate Acquired Customer wins an amount as detailed below, the Affiliate will receive a commission based on the amount of the win and the compensation model in effect for the Affiliate for that Affiliate Acquired Customer.

                                                             v.      An Affiliate is only entitled to the BIG WIN Bonus Commission from an Affiliate Acquired Customer for a period of 24 months from the date on which the individual first becomes a Registered PA iLottery Player.

                                                           vi.      The BIG WIN Bonus Commission shall be applied as follows:

4.       Customer Referral Program

a.       If the Affiliate has agreed to place the Link on the Affiliate Website, the Affiliate will within 14 calendar days following the Effective Date include one or more Links on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term.  Removal of those Links may lead to a suspension or termination of the Affiliate’s Agreement under paragraph 12.

b.       The Administrator and/or the Pennsylvania Lottery may at any time during the Term request amendments to the Links and/or the Affiliate Website, for the purpose of ensuring consistency and quality in the use of the intellectual property and branding of the Pennsylvania Lottery and third-parties.  The Affiliate will make such amendments within 3 calendar days of the request. The Affiliate is required to make these amendments at the Affiliate’s sole cost and expense.  Failure to make such amendments may lead to suspension or termination of the Affiliate’s Agreement under paragraph 12.

c.       A Registered iLottery Player may not be associated with more than one Affiliate. As a result, the Affiliate will only receive a Payment where the Registered iLottery Player has not already accessed the PA iLottery Website and become a Registered iLottery Player through any other method, including using another Affiliate’s Link. The Administrator and the Pennsylvania Lottery reserve the right to make adjustments to compensation due under this Agreement to the Affiliate if the Administrator and/or the Pennsylvania Lottery determine that one or more Registered iLottery Players are associated with more than one Affiliate.

d.       If the Affiliate has agreed to display PA iLottery Marketing Materials at the Affiliate Property, the Affiliate will, within 14 calendar days following the Effective Date, unless otherwise agreed to by the Administrator, display the PA iLottery Marketing Materials at the Affiliate Property. Removal of Marketing Materials may lead to a suspension or termination of the Affiliate’s Agreement under paragraph 12. 

e.       The Administrator and/or the Pennsylvania Lottery may at any time request updates to the Marketing Materials at the Affiliate Property. The Administrator and/or the Pennsylvania Lottery will provide the Marketing Materials that are required to be displayed. Any changes to the Affiliate Property to accommodate the Marketing Materials or updates thereto shall be at the sole expense of the Affiliate.

f.        An Affiliate is not entitled to compensation solely on the basis of an individual becoming a Registered iLottery Player using the Link or Promotional Code. The Affiliate is only entitled to compensation where the Registered iLottery Player becomes a Registered iLottery Player using the Link or Promotional Code and meets the Payment Criteria through the PA iLottery Website.

g.       A Registered iLottery Player will only be considered an Affiliate Acquired Customer for a period of 24 months from the date on which the individual first becomes a Registered PA iLottery Player using the Link assigned to the Affiliate by the Administrator.  Failure of an Affiliate Acquired Customer to successfully fulfill the Payment Criteria shall not toll the 24 month period.

5.       Affiliate Obligations

a.       The Affiliate must:

                                                               i.      Cooperate as is required by the Administrator in connection with the Customer Referral Program;

                                                             ii.      Provide all information and documents required by the Administrator in connection with the Customer Referral Program;

                                                           iii.      Ensure all marketing of, or relating to, the Affiliate Website or Affiliate Property is in accordance with applicable law, any applicable standards as set forth by the Administrator and/or the Pennsylvania Lottery, and generally accepted industry practices;

                                                           iv.      Ensure that all marketing and promotion of PAiLottery.com is consistent with the iLottery Customer Referral Program Advertising Style Guide and these Terms and Conditions; and

                                                             v.      Make amendments to the Link, PA iLottery promotional materials and/or other Pennsylvania Lottery intellectual property within three (3) calendar days of the request to make such an amendment.

b.       If during the registration process, the Affiliate agreed to place a Link on the Affiliate Website, the Affiliate specifically agrees to:

                                                               i.      Keep the Affiliate Website up-to-date and in good working order; and

                                                             ii.      Ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term and always maintains consistency with the iLottery Customer Referral Program Advertising Style Guide and these Terms and Conditions, including any changes or amendments thereto.

c.       If during the registration process, the Affiliate agreed to place Marketing Materials at the Affiliate Property, the Affiliate specifically agrees to:

                                                               i.      Replace the Marketing Materials at the request of the Administrator and/or the Pennsylvania Lottery, as may be requested at any time; and

                                                             ii.      Ensure the availability of the Marketing Materials at the Affiliate Property.

d.       The Affiliate must not:

                                                               i.      Include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;

                                                             ii.      Market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other deceptive methods;

                                                           iii.      Increase or seek to increase the number of Affiliate Acquired Customers or Payment Trigger events using any fraudulent or deceptive method;

                                                           iv.      Make any public disclosure relating to the Agreement including press releases, public announcements and marketing materials without the prior written consent of the Pennsylvania Lottery;

                                                             v.      Include any hyperlink to the PA iLottery Website from the Affiliate Website that is not the Link(s) provided to the Affiliate by the Administrator;

                                                           vi.      Include any reference to the Administrator, the Pennsylvania Lottery, PA iLottery or the PA iLottery Website on the Affiliate Website which may be deemed as negative;

                                                          vii.      Take any action in connection with the Customer Referral Program which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Administrator, the Pennsylvania Lottery or the PA iLottery Website;

                                                        viii.      Allow any website other than the Affiliate Website to utilize the Link;

                                                            ix.      Modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Income Access in order to ensure proper tracking;

                                                             x.      Use unapproved Marketing Materials; or

                                                            xi.      Use the following phrases to describe PA iLottery, PAiLottery.com, or games offered on PAiLottery.com on the Affiliate Website, Marketing Materials, or at the Affiliate Property: “slots”; “slot style gaming”; “slot-style gaming”; “casino style gaming”; “casino-style gaming”; “online betting”; “on-line betting”; “online gambling”; “on-line gambling”; or any other phrase or terminology that is inconsistent with games and products offered by the Pennsylvania Lottery in its enabling legislation.  See 72 P.S. §§ 3761-101 et seq.; 4 Pa.C.S. §§ 501 et seq.

e.       Each Affiliate is and will remain responsible for the quality and origin of the traffic that it provides to the PA iLottery Website.  If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the PA iLottery Website, the Pennsylvania Lottery, through the Administrator, may, in its sole discretion, immediately terminate such Affiliate’s participation in the Customer Referral Program.

f.        If the Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to PA iLottery Website, the Administrator may issue a written warning to the Affiliate, notifying the Affiliate of the questionable traffic.  If, after three (3) written warnings, the Affiliate still directs traffic of a questionable quality and/or origin to PA iLottery Website, the Administrator may immediately terminate such Affiliate’s participation in the Customer Referral Program.

g.       The Affiliate may not copy any other Affiliate’s Website. 

h.       The Affiliate will comply with all applicable legislation and/or regulations relating to the use of cookies or other consumer tracking methods and will use all necessary notification procedures regarding the use of cookies and other tracking methods to all visitors to the Affiliate’s Website.

i.         Violations of the obligations set forth herein and/or these Terms and Conditions, as periodically amended, may result in the suspension and/or termination of an Affiliate’s participation in the Customer Referral Program, under paragraph 12.

j.         The Affiliate agrees that the Administrator may send the Affiliate email relating to the Customer Referral Program to the address listed on the Registration Form.  Email shall constitute written communication under this Agreement.

k.       The Affiliate agrees that the Administrator may monitor, record, use and disclose data to the Pennsylvania Lottery regarding the use of Links and Promotional Code.

l.         The Affiliate agrees that the Administrator and/or the Pennsylvania Lottery may monitor, review and/or investigate the Affiliate Website and the Affiliate Property to ensure compliance with these Terms and Conditions.

6.       Intellectual Property Rights

a.       The Affiliate’s use of the Link(s) and associated Pennsylvania Lottery intellectual property is subject to License.  Upon receipt by Affiliate of an Acceptance Email, the Pennsylvania Lottery grants to the Affiliate a limited, worldwide, non-exclusive, revocable, royalty-free, non-transferable license to electronically reproduce and publish the Link(s), which may include Pennsylvania Lottery trademarks and logos, on the Affiliate Website and for the sole purpose of participation in the Customer Referral Program. Any other use of the Link(s) and/or Pennsylvania Lottery trademarks, logos or other intellectual property is strictly prohibited.

b.       Neither the Administrator, nor the Pennsylvania Lottery, warrant that the use of the Link(s) by the Affiliate will not infringe any third party Intellectual Property Rights nor give rise to any other liability to the Affiliate.

c.       The license, as described herein, will immediately and automatically terminate if and when the Affiliate is no longer an Affiliate for any reason, including termination of the Customer Referral Program, or suspension or termination of the Agreement under paragraph 12.

d.       Upon suspension or termination of the Agreement for any reason, the Affiliate is required to:

                                                               i.      Remove any Marketing Materials and any other authorized Pennsylvania Lottery intellectual property from the Affiliate Property; and/or

                                                             ii.      Remove the Link(s) and any other authorized Pennsylvania Lottery intellectual property from the Affiliate Website.

7.       Payments

a.       If applicable under the Affiliate’s compensation model, the Administrator will make a Payment to the Affiliate for each Payment Trigger verified by the Administrator.

b.       If applicable under the Affiliate’s compensation model, the Administrator will make a Payment to the Affiliate for each Payment Criteria verified by the Administrator.

c.       If applicable under the Affiliate’s compensation model, the Administrator will make a Payment to the Affiliate for each BIG WIN Bonus Commission verified by the Administrator.

d.       The Administrator will account to the Affiliate for all Payments due in respect of a calendar month within 30 calendar days of the end of the following calendar month, unless the amount due is less than the required minimum threshold and the payment service selected during registration, as described in paragraph 7.e herein, in which case the Payments may be held over to the next payment date.

e.       Unless the Affiliate is a Retailer, as defined herein, Payments to the Affiliate will be made in US Dollars through Administrator’s payment services (using such payment details as are provided by the Affiliate on the Registration Form). Payments will require a minimum threshold of $25 USD and agreement to any terms and conditions required by Administrator.

f.        If the Affiliate is a Retailer, as defined herein, Payments to the Affiliate will be made in US Dollars by the Pennsylvania Lottery as part of a monthly settlement process.

g.       No Payments will be due in respect of:

                                                               i.      Any wagers on the PA iLottery Website made by or on behalf of:

1.       The Affiliate;

2.       The parent company, subsidiary or affiliate of the Affiliate;

3.       Any owner or officer of the Affiliate or any parent company, subsidiary or affiliate of the Affiliate;

4.       A spouse, child, brother, sister or parent residing as a member of the same household as the owner or officer of the Affiliate or any parent company, subsidiary or affiliate of the Affiliate;

5.       A Registered iLottery Player who established a lottery account through the PA iLottery website prior to association with the Affiliate’s link.

                                                             ii.      Any deposits or wagers received through the PA iLottery Website by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;

                                                           iii.      Any deposits or purchases through the PA iLottery Website which are subsequently cancelled, refunded, reversed, or charged-back and the Administrator will be entitled to require repayment of Payments made as a result of such deposits or purchases;

                                                           iv.      Any deposit or wager discovered to have been made by a person who is self-excluded from PA iLottery or otherwise prohibited from making deposits or placing wagers through the PA iLottery Website; or

                                                             v.      Any wager by an Affiliate Acquired Customer following the termination of the Agreement.

                                                           vi.      Any wager by an Affiliate Acquired Customer following the conclusion of the initial 24 month period.

h.       The Administrator will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Administrator under the Agreement and against any loss or damage suffered by the Administrator in relation to the Agreement at any time, including following the termination of the Agreement.

i.         The Pennsylvania Lottery will be entitled to set off any amount owed to the Affiliate, where the Affiliate is a Retailer, as defined herein, against any amount the Affiliate, as a Retailer, owes to the Pennsylvania Lottery.

8.       Warranties

a.       The Affiliate warrants:

                                                               i.      That it has the legal right and authority to enter into and perform its obligations under the Agreement; and

                                                             ii.      That it will perform its obligations under the Agreement with reasonable care and skill.

9.       Indemnity

a.       The Affiliate will indemnify and hold harmless the Commonwealth of Pennsylvania, the Pennsylvania Lottery, the Administrator and the Administrator’s officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses, including legal expenses, arising as a result of any breach by the Affiliate of any term of the Agreement.

10.   Liability

a.       Nothing in the Agreement will exclude or limit the liability of the Affiliate for:

                                                               i.      Death or personal injury caused by the Affiliate’s negligence;

                                                             ii.      Fraud or fraudulent misrepresentation on the part of the Affiliate; or

                                                           iii.      Any other liability which may not be excluded or limited under applicable law.

b.       Subject to paragraph 10.a, the Administrator's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited to the Payments due pursuant to the terms of this Agreement.

c.       Neither the Administrator nor the Pennsylvania Lottery will be liable for any:

                                                               i.      Loss of profits, income or anticipated savings;

                                                             ii.      Loss or corruption of any data, database or software;

                                                           iii.      Reputational damage or damage to goodwill;

                                                           iv.      Loss of any commercial opportunity;

                                                             v.      Indirect, special or consequential loss or damage; or

                                                           vi.      Losses arising out of a Force Majeure Event.

d.       Under no circumstances will either the Administrator or the Pennsylvania Lottery be liable for any direct, indirect, consequential, incidental or special damages arising in connection with the Customer Referral Program, even if the Administrator and/or the Pennsylvania Lottery have been advised of the possibility of such damages.

11.   Force Majeure Events

a.       Where a Force Majeure event gives rise to a failure or delay in either the Administrator or the Affiliate performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.

b.       If either party 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, the party with knowledge of the Force Majeure event will promptly notify the other.

c.       The affected party will take reasonable steps to mitigate the effects of the Force Majeure event.

12.   Termination and Suspension

a.       Either the Affiliate or the Administrator may terminate the Agreement at any time and immediately by giving written notice to the other party.

b.       An Affiliate may be suspended for any of the reasons stated in paragraphs 4(a), 4(b) or 6(c), for the failure to adhere to any obligations under this Agreement, or for any other reason that the Pennsylvania Lottery, in its sole discretion, may deem appropriate under the circumstances.  The Administrator may initiate a request for suspension for any Affiliate for any of the reasons stated in paragraphs 4(a), 4(b) or 6(c), or for the failure to adhere to any obligations under this Agreement.

13.   Effects of Termination

a.       Upon termination of the Agreement:

                                                               i.      The Administrator will pay to the Affiliate all Payments arising from Registered iLottery Players meeting the Payment Criteria or Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and

                                                             ii.      Termination of the Agreement will not affect either party’s accrued rights as at the date of termination.

14.   General

a.       Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered by email. If the notice is to the Affiliate, it will be sent to the email address specified on the Affiliate’s Registration Form. If the notice is to the Administrator, it shall be sent to affiliates@pailottery.com. Notice will be deemed to have been received at the time of the transmission of the email (provided the sending party retains written evidence of the transmission.)

b.       In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any provision of these Terms and Conditions be deemed or construed as a waiver of that provision by the Administrator.

c.       Nothing in the Agreement will constitute a partnership, agency relationship, retailer relationship or contract of employment between the parties. The Affiliate will not make any statement on the Affiliate Website or at the Affiliate Property or otherwise which expressly or impliedly suggest that there is any such relationship between the Affiliate and the Administrator or the Pennsylvania Lottery, unless the Affiliate is a Retailer as defined herein.

d.       The Agreement may be amended by the Administrator posting a new version of the Agreement on the PA iLottery Website and notifying the Affiliate in writing that the Agreement has been amended. The Affiliate's continued participation in the Customer Referral Program after receipt of such a notice will constitute the Affiliate's acceptance of the amended Agreement.

e.       The Administrator may assign its rights and obligations under the Agreement without the Affiliate’s consent. The Affiliate is prohibited from assigning its rights and obligations under the Agreement without the prior written consent of the Administrator.

f.        The Agreement is made for the benefit of the Affiliate, the Administrator and the Pennsylvania Lottery, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Affiliate 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.

g.       The Registration Form, these Terms and Conditions, as amended, and the Affiliate Acceptance Email constitutes the entire agreement and understanding between the Administrator and the Affiliate 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. The Affiliate acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the Administrator.

h.       The Agreement shall be interpreted in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without giving effect to conflict of law provisions. Courts of the Commonwealth of Pennsylvania and the federal courts of the Middle District of Pennsylvania shall have exclusive jurisdiction over disputes related to the Agreement. The Affiliate will be solely responsible for any expenses arising from a dispute over the Agreement including, but not limited to, attorney fees and court costs.