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 Affiliate Program.
b. “Affiliate Acquired Player” means an individual who first accesses the PA iLottery Website and becomes a Registered PA iLottery Player using the Link assigned to the Affiliate by the Administrator. The individual is considered an Affiliate Acquired Player for a period of 24 months from the date on which the individual becomes a Registered PA iLottery Player using the Link assigned to the Affiliate by the Administrator.
f. “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.
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:
i. and in a position on the Affiliate Website as approved by the Pennsylvania Lottery and/or Administrator; or
ii. provided to an individual through a unique code which appears on the Marketing Materials provided to the Affiliate and which is provided to the individual via text message.
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.
n. “Net Gaming Revenue” shall be defined as the total amount wagered by an Affiliate Acquired Player which first accesses and wagers at the PA iLottery Website through the Affiliate Link, less total amount won in the period after the deduction of costs and disbursements including, but not limited to:
i. software hosting and provisioning costs;
ii. bank or financial intermediary handling charges, including chargebacks and refunds;
iii. losses due to fraud and bad debts of end users;
iv. all direct costs of providing the service to users including age, identification and geographic location verification costs; and
v. brand licensing (in relation to game content).
o. “PA iLottery Website” means the website accessible via the URL www.PAiLottery.com.
p. “Payments” means compensation represented by a percentage of Net Gaming Revenue of the Affiliate Acquired Players, subject to this agreement. The percentage of Net Gaming Revenue for the Affiliate is determined by the Affiliate’s level of participation in the Affiliate Program and will be confirmed in the Acceptance Email which will be sent by the Administrator to the Affiliate.
q. “Payment Trigger” means wagers placed by an Affiliate Acquired Player on the PA iLottery Website.
r. “Prohibited Materials” means content, works or other materials that the Administrator and/or the Pennsylvania Lottery determines:
i. constitute indecent, obscene, pornographic or lewd material;
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; or
viii. material that targets individuals under the age of 18.
t. “Registration Form” means an electronic form on the PA iLottery Website enabling users to apply to become Affiliates.
u. “Term” means the term of the Agreement.
2. Application and Agreement
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 Affiliate Program.
e. The following individuals are prohibited from applying for and/or becoming an Affiliate:
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;
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 Affiliate Program.
g. Participation in the Affiliate Program is at the Administrator’s and/or the Pennsylvania’s Lottery sole 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 Affiliate Program.
h. During registration for the Affiliate Program, the applicant is required to choose its level of participation in the Affiliate Program. The level of participation directly impacts the percentage of Net Gaming Revenue the Affiliate will receive for wagers placed by Affiliate Acquired Players. Any change to the Affiliate’s level of participation in the Affiliate Program will require specific approval by the Administrator.
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 days of the changes. The Administrator has the right to terminate this agreement with the Affiliate based on the changes.
j. The percentage of Net Gaming Revenue of an Affiliate Acquired Player to which the Affiliate is entitled is directly determined by the level of participation that the Affiliate agrees to at the time the Affiliate completes the Registration Form. The Affiliate can agree to one or both levels of participation listed below.
i. If, upon registration, the Affiliate agreed to place Marketing Materials at the Affiliate Property, the Affiliate is entitled to ten (10) percent of the Net Gaming Revenue of an Affiliate Acquired Player.
ii. If, upon registration, the Affiliate agreed to place the Link on the Affiliate Website or incorporate the Link into other digital marketing efforts, the Affiliate is entitled to twenty (20) percent of the Net Gaming Revenue of an Affiliate Acquired Player.
k. Non-US Affiliates will be required to complete a W-8BEN-E form upon registration.
3. Affiliate Program
a. If the Affiliate has agreed to utilize 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.
f. An Affiliate is not entitled to compensation solely on the basis of an individual becoming a Registered iLottery Player using the Link. The Affiliate is only entitled to compensation where the Registered iLottery Player becomes a Registered iLottery Player using the Link and places wagers through the PA iLottery Website.
g. A Registered iLottery Player will only be considered an Affiliate Acquired Player 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.
4. Affiliate Obligations
a. The Affiliate must:
i. Cooperate as is required by the Administrator in connection with the Affiliate Program;
ii. Provide all information and documents required by the Administrator in connection with the Affiliate Program;
iv. ensure that all marketing and promotion of PAiLottery.com is consistent with the iLottery Affiliate 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 seven (7) 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:
ii. ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term.
i. replace the Marketing Materials at the request of the Administrator and/or the Lottery, as may be requested from time to time; and
ii. ensure the availability of the Marketing Materials at the Affiliate Property.
e. Each Affiliate is responsible for the quality and origin of the traffic that it provides to the PA iLottery Website and the Affiliate will remain responsible for the quality and origin of that traffic. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the PA iLottery Website, the Administrator may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate 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 Affiliate Program.
g. The Affiliate may not copy any other 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 Affiliate Program.
j. The Affiliate agrees that the Administrator may send the Affiliate email relating to the Affiliate Program to the address listed on the Registration Form.
k. The Affiliate agrees that the Administrator may monitor, record, use and disclose data to the Pennsylvania Lottery regarding the use of Links and codes.
l. The Affiliate agrees that the Administrator and/or the Lottery may monitor, review and/or investigate the Affiliate Website and the Affiliate Property to ensure compliance with these Terms and Conditions.
5. Intellectual Property Rights
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 Affiliate Program or termination of the Agreement.
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.
a. In respect of each Payment Trigger which can be verified by the Administrator, the Administrator will make a Payment to the Affiliate.
b. The Administrator will account to the Affiliate for all Payments due in respect of a calendar month within 30 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 6.c herein, in which case the Payments may be held over to the next payment date.
c. Payments to the Affiliate will be made in US Dollars through Income Access payment services (using such payment details as are provided by the Affiliate on the Registration Form). Payments will be made as follows:
i. ACH – minimum threshold of $50 USD;
ii. Skrill – minimum threshold of $25 USD;
iii. Electronic Transfer - minimum threshold of $250 USD.
d. 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 an account through the PA iLottery website prior to association with the Affiliate’s link.
ii. any 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 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 purchases;
iv. any wager discovered to have been made by a person who is self-excluded from PA iLottery or otherwise prohibited from placing wagers through the PA iLottery Website.; or
v. any wager by an Affiliate Acquired Player following the termination of the Agreement.
e. Both before and after termination, 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.
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.
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.
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 9.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 Affiliate Program, even if the Administrator and/or the Pennsylvania Lottery have been advised of the possibility of such damages.
10. 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. Effects of Termination
a. Upon termination of the Agreement:
i. the Administrator will pay to the Affiliate all Payments arising from 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.
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 shall be sent to the email address specified on the Affiliate’s Registration Form. If the notice is to the Administrator, is shall be sent to firstname.lastname@example.org. Notice will be deemed to have been received at the time of the transmission of the email (providing 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.
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 Affiliate 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, 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.