TERMS & CONDITIONS
The following Terms and Conditions (“Terms”) govern the relationship between you, as the marketing affiliate (“ Affiliate”), and WSI US, LLC, a Nevada limited liability doing business as WynnBET (“WynnBET”) (each, a “Party” and collectively, “Parties ”), and is effective upon acknowledgment of these Terms and Conditions by Affiliate.
THESE TERMS AND CONDITIONS HEREBY AMEND, REPLACE, SUPPLANT, AND SUPERSEDE ANY PRIOR AGREEMENT BETWEEN THE AFFILIATE AND WYNNBET.
THESE TERMS AND CONDITIONS MUST BE CAREFULLY REVIEWED BEFORE ACCEPTANCE AND BECOMING AN AFFILIATE OF WYNNBET. IF YOU DO NOT AGREE WITH AND ACCEPT THE TERMS AND CONDITIONS, YOU WILL NOT BE AUTHORIZED TO SERVE AS A WYNNBET AFFILIATE.
IF YOU WOULD LIKE TO TERMINATE YOUR RELATIONSHIP WITH WYNNBET AS AN AFFILIATE, PLEASE NOTIFY US AT firstname.lastname@example.org. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS, PLEASE CONTACT US.
These Terms and Conditions may be changed or modified in the sole and absolute discretion of WynnBET and any such change or modification will be communicated to you in accordance with these terms and conditions.
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
I. DEFINITIONS & INTERPRETATION
A. Definitions. The following words, terms, and phrases when capitalized shall have the following meanings:
(1) “Affiliate Services” includes accessibility to and promotion of WynnBET mobile or Internet sports wagering, mobile or Internet casino games, and promotions, and may include sports analysis tools, sports wagering analysis tools, sports wagering predictions and advice, sports wagering tips and suggestions, casino games offerings and information, and market analysis, research, and jurisdictional summaries through online sites, mobile applications, SMS services, MMS services, or other method of communications.
(2) “Affiliate Site” means the website(s) or mobile application(s) of Affiliate where WynnBET and WynnBET Services are marketed, promoted, and made accessible.
(3) “Associated Companies” means any entity that controls, is controlled by, or is under common control of a Party, where control means: (a) an ownership interest, directly or indirectly of more than 50% in such entity or Party, or (b) the ability to direct the management of policies of such an entity or Party, whether through ownership, contract or otherwise.
(4) “Banners and Text Links” means the graphical artwork or text that includes tracker IDs and bonus codes (RSS) that are made available by WynnBET and that Affiliate may use to connect patrons to WynnBET’s Services from or through Affiliate’s Site (or other electronic method) or using other marketing materials.
(5) “Bet” means a real money wager made by a Qualified Patron on the WynnBET Website and/or the Mobile Application on any offering made available by WynnBET over these platforms, including but not limited to sports wagering or any casino game offerings.
(6) “Brand” means WynnBET.
(7) “Commission” is the amount due and payable to Affiliate in accordance with these Terms and the Term Sheet separately agreed to between the Parties.
(8) “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlling” and “Controlled” shall have correlative meanings.
(9) “Confidential Information” means any and all information disclosed (whether directly or indirectly or orally or by any other means and whether marked confidential or not) by a Party to another Party either before, on or after acceptance of these Terms which at the time of disclosure is not already part of the public domain and which relates to any business, concept, invention or idea or the execution thereof or to any related manner, including, but not limited to, the following classes of information:
(a) financial information, accounts, or records;
(b) commercial and marketing information, plans or strategies, or market research data;
(c) electronic or technical information, data, designs, or specifications;
(d) information concerning internal procedures, and processes;
(e) know-how and industrial or trade secrets; or
(f) projections or forecasts
which the receiving Party knows or should have reasonably known was confidential or proprietary, including without limitation, financial information, accounts or records, commercial and marketing information, plans and strategies, market research data, technical designs or specification, user information, and industrial or trade secrets. Confidential Information shall not include information that: (i) is in the public domain prior to acceptance of these Terms or enters into the public domain after such execution without breach by any Party to these Terms; (ii) is independently developed by a Party hereunder; or (iii) is required to be disclosed pursuant to court order (provided however, that the party subject to the court order shall promptly notify the other party of such court order, so that such other party can take legal measures to protect such disclosure).
(10) “Electronic Marketing Rules” means WynnBET’s rules for electronic marketing activities of the Brand, WynnBET Website, and Mobile Applications, including any country specific marketing rules.
(11) “Fraud Traffic” means deposits, revenues, or traffic generated using WynnBET Services through illegal means or any other action committed in bad faith to defraud WynnBET (as determined by WynnBET in WynnBET’s sole discretion), regardless of whether or not it actually causes WynnBET harm, including but not limited to:
(a) deposits generated on stolen credit cards or by fraudulent activity or prohibited transactions;
(b) collusion, manipulation of the service or system, bonuses, or other promotional abuse;
(c) creation of false accounts for the purpose of generating Commission;
(d) creation of Patron traffic with masked IP addresses;
(e) sending disproportional amounts of Patron traffic that only meet the minimum Commission trigger requirements;
(f) manipulation of the Trackers or the process by which those Trackers are served including but not limited to cookie stuffing;
(g) intentionally targeting Patrons in order to cross-promote that Patron to a different website or mobile application;
(h) unauthorized use of WynnBET’s Intellectual Property Rights or any third-party accounts, copyrights, trademarks, and other third-party Intellectual Property Rights; and,
(i) any activity that constitutes fraud, suspicious wagering activity, or unlawful or illegal gambling
(12) “Intellectual Property Rights” or “ IPR” shall mean, on a worldwide basis, any and all: (i) rights associated with works of authorship, including copyrights, moral rights, database rights and mask-works; (ii) trademarks and service marks; (iii) trade secret rights and know-how; (iv) patents, designs, utility models, algorithms, inventions; (v) business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in computer software, topography rights, and rights in Confidential Information; (vi) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (vii) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing and including the right to sue for damages for past infringement) and (viii) all similar or equivalent rights or forms of protection in any part of the world, whether or not any of the foregoing are registered or unregistered and whether or not any of the foregoing are owned or licensed.
(13) “Link” means a hyperlink, in whatever form, provided to and used by Affiliate in marketing and promotion which can be clicked on by a Patron and will enable the tracking of a Qualified Patron’s access and use of the WynnBET Website and/or Mobile Application.
(14) “Mobile Application” shall mean any mobile application that is owned and operated by WynnBET or its Associated Companies that is being offered for use of Qualified Patrons in any territory that does not qualify as a Restricted Territory.
(15) “Marketing Materials” means Banners and Text Links, e-mail communications, social media postings and placements, and any other marketing and promotional materials that may include WynnBET’s Marks and that have been provided or otherwise made available to Affiliate by WynnBET and/or pre-approved by WynnBET.
(16) “Minimum Required Deposit” means the minimum amount required to open a Patron Account as indicated on the WynnBET Website and Mobile Application. Such deposits must add up to a cumulative deposit per Patron in order to satisfy the qualifying criteria as a Qualified Patron. Notwithstanding any other provisions contained elsewhere in these Terms, WynnBET reserves the right to alter the amount of the Minimum Required Deposit at any time by virtue of placing notice on the WynnBET Website and Mobile Application.
(17) “Mobile Application” means any mobile application that is owned and operated by WynnBET or its Associated Companies that is being offered for use of Qualified Patrons in any territory that does not qualify as a Restricted Territory.
(18) “Parties” means both WynnBET and Affiliate.
(19) “Party” means either WynnBET or Affiliate.
(20) “Patron(s)” means any person using any products or services on the WynnBET Website or Mobile Application whether attached to Affiliate’s Tracker or not.
(21) “Patron Account” means a uniquely assigned account that is created for a Patron when he/she successfully registers for WynnBET Services via a Tracker or Sign-up Bonus Code.
(22) “Payment Plan” means (i) the payment plan where WynnBET pays Affiliate a Commission based on the number of Qualified Patrons that Affiliate introduces to the WynnBET Website or Mobile Application via Client’s Tracker and/or Sign-Up Bonus Code, and upon which a real money Bet is made by Qualified Patron from the required deposit, or (ii) any other plan lawfully permitted in jurisdictions where WynnBET Website and/or Mobile Application operate and as agreed to by WynnBET in writing from time to time.
(23) “Person” means any individual, company (whether general or limited), partnership, limited liability partnership, limited liability company, corporation, trust, estate, association, nominee, or other entity.
(24) “Qualified Patron(s)” means any person who is attached to Affiliate’s Tracker who: (i) has not been a Patron with WynnBET before; (ii) is not located in a Restricted Territory; (iii) who has made the Minimum Required Deposit; (iv) is accepted as a Patron under any applicable sign up, identity verification, and Know Your Customer (“KYC”) procedures required by WynnBET, and has been verified by the systems used by WynnBET to be allowed to place wagers; (v) has made use of a web browser to access and view the WynnBET Website and/or installed the Mobile Application to their mobile device or tablet; (vi) places their first real money Bet from a deposited amount on the WynnBET Website and/or Mobile Application; and (vi) has adequately fulfilled any other qualification criteria that WynnBET may introduce from time to time. Notwithstanding any other provisions contained elsewhere in these Terms, WynnBET reserves the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the WynnBET Website and/or Mobile Application.
(25) “Restricted Territory” or “ Restricted Territories” means any territory where sports wagering or Internet or mobile casino gaming, as applicable, is prohibited under law. WynnBET may, through notification to the Affiliate, may include any number of additional territories within or outside of the United States in its sole discretion.
(26) “Sign-up Bonus Code” is a unique alphanumeric code that WynnBET may make available to Client to provide to prospective Patrons on Affiliate Sites approved by WynnBET. When entered, WynnBET’s system automatically logs the Sign-up Bonus Codes and records Affiliate in relation to the relevant Patron.
(27) “Spam” means any communication Affiliate sends that markets, promotes, or otherwise refers to WynnBET, the WynnBET Website or Mobile Application, or WynnBET’s Services or that contains any Marketing Materials, WynnBET’s Marks, or Trackers in breach of WynnBET’s rules.
(28) “Term Sheet” means the separate written service proposal document which contains details of the Commission to which the Affiliate shall be entitled, the trigger for payment of these Commissions, and amount of Commissions. The Term Sheet shall be signed separately by the Parties and will be governed by these Terms.
(29) “Tracker(s)” means the unique Tracking URL or Sign-up Bonus Codes that WynnBET provides exclusively to Affiliate through which WynnBET tracks Patron and Qualified Patron activities to assist in the calculation of Commissions.
(30) “Tracking URL” means a unique hyperlink or other linking tool for referencing the WynnBET Website or Mobile Application through which Affiliate refers potential Qualified Patrons. When the relevant Patron open their Patron Account, WynnBET’s system automatically logs the Tracking URL and records the Affiliate. A no-follow tag is appended to WynnBET’s Tracker. Affiliate is prohibited from making any changes to the code or Tracking URL.
(31) “WynnBET’s Marks” means the words “Bet Wynn,” “Wynn,” “Wynn Resorts,” “Wynn Sports Interactive,” “Wynn Interactive,” or “WynnBET,” and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of WynnBET’s Marks or any other name or mark owned from time to time by WynnBET or any of its Associated Companies.
(32) “WynnBET Services” means providing a platform for a Patron to engage in sports wagering or casino gaming via Internet or mobile device.
(33) “WynnBET Website” means the website and other online sites, applications, or platforms that are owned, operated, or controlled by or on behalf of WynnBET.
B. Interpretation. For purposes of interpreting these Terms:
(1) Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.
(2) References to any statutory provision, authority, rule, or code of practice shall be deemed to include the amended versions, replacements, or successors of such
II. AFFILIATE OBLIGATIONS
A. Affiliate must obtain licenses, permits, registrations, or other approvals required to serve as a marketing affiliate for WynnBET in the jurisdictions where WynnBET operates mobile and online sports betting or casino gaming.
B. Affiliate is required to register as a vendor in the vendor registration portal of WynnBET and consents to any background review or due diligence required to conduct business with WynnBET.
C. Affiliate shall at all times engage in conduct that represents the standards of the Brand, which is that of luxury quality and superior customer service. Affiliates and its employees, agents, independent contractors, and representatives shall maintain a level of decorum and integrity when representing the Brand.
D. Affiliate shall not and shall not permit its employees, agents, independent contractors, and representative to capture and retain personal information of Patrons (including Qualified Patrons), potential or otherwise, and shall not allow employees, agents, independent contractors, and representatives to use personal mobile devices or computers for Patrons, potential or otherwise, to establish a WynnBET account or enter any personal information of such Patrons.
E. Affiliate will be solely responsible for the operation and content of the Affiliate’s Site, including its compliance with all the requirements of these Terms. The Affiliate will be solely responsible for ensuring the Affiliate Site and all content thereof is original or otherwise permitted to be published by the owner thereof, and complies with the applicable laws, regulations, and policies relating to Affiliate Site and to the content and nature of advertising or marketing, including, but not limited to, CAN-SPAM, TCPA, applicable consumer protection laws, FTC guidelines and all/any regulation relevant to advertising a gambling product.
F. Affiliate shall keep the Affiliate Site and any other website, electronic medium, or mobile application where the Affiliate publishes the Link on up to date and in good working order, ensure that the quality of the design, content, and functionality does not materially deteriorate and ensure that all content or marketing or advertising activity relating to the site complies with all relevant laws, codes of practice and any guidelines, supporting documents, and training material provided by WynnBET for the Term.
G. The Affiliate will not make any claims, representations, or warranties in connection with WynnBET, WynnBET Services, or the WynnBET Website or Mobile Application and is not authorized to make any commitment or assume any liability or obligation on WynnBET’s behalf.
H. The Affiliate shall use all reasonable commercial efforts to market and promote the WynnBET Website and Mobile Application and shall refer potential Qualified Patrons and traffic, excluding Fraud Traffic, to the WynnBET Website and/or Mobile Application. Excluding the Link, the Affiliate will be solely liable for the content and manner of such marketing activities.
I. Affiliate will be solely liable for the content and manner of marketing activities. All such marketing activities must be professional, proper, and lawful under applicable rules, regulations, or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with these Terms. Affiliate shall not:
(1) Operate an Affiliate Site or place Marketing Materials or publish a Link on any online site or other medium which is any way unlawful, noncompliant with any applicable laws and/or regulations, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable, which may include, amongst other things, any of the following: (i) sexually explicit, pornographic or obscene content; (ii) speech, or any pictures, that are offensive, profane, hateful, threatening, harmful defamatory, libelous, obscene, harassing or discriminatory (whether based on race, creed, nationality, ethnicity, religion, gender, sexual orientation, age, disability or otherwise); (iii) graphic violence; (iv) any unlawful behavior, including without limitation including any illegal gambling content; (v) that any portion of the Affiliate site is designed to appeal to minors and may have any adverse and negative effect on their nature as content designed for minors, or that is, in WynnBET’s sole discretion otherwise unsuitable.
(2) Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of WynnBET, the WynnBET Website or Mobile Application to any persons who are less than 18 years of age (or such higher age as may apply to engage in WynnBET Services in the jurisdiction where Affiliate is targeting).
(3) Breach the Electronic Marketing Rules.
(4) Use Marketing Materials or publish the Link in a manner that may potentially confuse a Patron or potential Patron or is misleading to a Patron or potential Patron.
(5) Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:
(a) Infringes or aids in the infringement of any third party IPR;
(b) Copies or resembles any site in whole or in part that is not owned by WynnBET;
(c) Disparages WynnBET or otherwise damages WynnBET’s goodwill or reputation in any way; or
(d) Frames any page of any site in whole or in part that is not owned by Affiliate.
(6) Place any Marketing Materials or publish the Link on any chat forum, newsgroup, message board, guestbook, comments section, or on any site that does not permit commercial advertising without an expressed agreement with the site owner or operator.
(7) Distribute Marketing Materials or publish the Link in any communication which could be considered Spam or other unauthorized solicitation.
(8) Cause the WynnBET Website (or any parts or pages thereof) to open in a Qualified Patron’s browser (or anywhere else used for accessing the WynnBET Website) other than as a result of the Qualified Patron clicking on the Link.
(9) Attempt to intercept or redirect (including via user-installed software) traffic from or on any online website or other place that is an authorized marketing affiliate of WynnBET.
(10) Use any means (other than the Link) to promote the WynnBET Website and Mobile Application that resemble in any way the look and/or feel of either the WynnBET Website or Mobile Application, whether in whole or in part.
(11) Use WynnBET’s Marks or any of WynnBET’s Intellectual Property Rights or any third-party accounts, copyrights, trademarks, and other third-party Intellectual Property Rights in an unauthorized manner, including bidding on any of WynnBET’s Marks as part of a pay-per-click program or campaign with any search engine or other entity that is not authorized by WynnBET.
(12) Attempt to communicate to Patrons (including Qualified Patrons), whether directly or indirectly, to solicit them to move to any website or mobile application other than the WynnBET Website or Mobile Application.
(13) Market or promote the WynnBET Website, Mobile Application, or WynnBET Services within the Restricted Territories.
(14) Offer prospective Patrons any rake back or rebate not permitted in any jurisdiction.
J. Affiliate may publish the Link on any website, application, or other medium subject to the following requirements, that include, but are not limited to:
(1) Displaying the Link on the Affiliate’s website, mobile or web-based applications, and/or other electronic mediums controlled by the Affiliate;
(2) Sending the Link to a potential Qualified Patron by embedding it in an e-mail message;
(3) Sending the Link to a potential Qualified Patron by embedding it in an electronic document; or
(4) By any other means as approved in advance by WynnBET.
K. Affiliate shall request permission from WynnBET before placing the Link on any new medium or placement and before advertising WynnBET on any other locations.
L. Affiliate acknowledges and agrees that Trackers are for Affiliate’s sole use and Affiliate shall not assign or sublicense (as appropriate) the Tracker IDs, Bonus Codes, or any Commissions to any third party without WynnBET’s prior written consent.
M. Affiliate understands and accepts that as provided in this section, WynnBET has a zero-tolerance policy for Spam. Affiliate acknowledges that WynnBET may terminate the services of Affiliate pursuant to these Terms and Affiliate shall cease and desist any further activities pursuant to these Terms if WynnBET has reasonable information demonstrating Affiliate has sent or distributed Spam without proof that opt-in consent has been obtained as per all applicable laws and regulations and that communications sent were in accordance with such opt-in consent. Any upheld complaints about Spam sent or distributed by Affiliate will result in the immediate termination of Affiliate’s business relationship with WynnBET as governed by these Terms and the forfeiture of any Commissions owed to the Affiliate.
N. Affiliate shall comply with and ensure that its directors, officers, employees, agents, independent contractors, and representatives comply with any and all marketing compliance materials, guidelines, and training provided by WynnBET and prepared in accordance with the guidelines provided by the applicable gaming authorities and any other regulatory bodies charged with licensing or monitoring the marketing practices of Internet or mobile sports wagering or casino gaming in jurisdictions where WynnBET operates.
O. Affiliate and its directors, officers, employees, agents, independent contractors, and representatives shall comply with all applicable laws, regulations, and ordinances governing Affiliate activities and any policy provided by WynnBET, including policies relating to money laundering and/or the proceeds of crime. If alcohol is served at any event where Affiliate is promoting Brand, Affiliate directors, officers, employees, agents, independent contractors, and representatives shall never be impaired or allowed to operate a vehicle if any alcohol is consumed. Affiliate must become and remain compliant with any additional compliance requirements made available in writing by WynnBET.
P. If WynnBET determines, in its sole discretion, that Affiliate has engaged in any of the activities prohibited in this section, WynnBET may (without limiting any other rights or remedies available to WynnBET) withhold any Commission or fees to the extent that they are equivalent to the loss to WynnBET caused by such breach and/or terminate the business relationship with Affiliate governed by these Terms immediately upon written notice to Affiliate.
III. PAYMENT AND REPORTS
A. WynnBET will track and report Qualified Patron access, deposit, and activity for purposes of calculating Affiliate’s Commissions. The form, content and frequency of the reports may vary from time to time in WynnBET’s sole discretion.
B. Generally, Affiliate will receive a monthly report with Affiliate’s payment indicating the number of new Qualified Patrons that signed up that month per Tracker and/or the total amount due to Affiliate after any deductions or set offs that WynnBET is entitled to make under these Terms. WynnBET hereby excludes any and all liability for the accuracy or completeness of any such reports.
C. Unless otherwise specified in the Term Sheet, WynnBET shall pay Commission due to the Affiliate on a monthly basis, no sooner than 15 days from the last day of an active month and no later than 30 days from the same date. This may be extended at the discretion of WynnBET should WynnBET require further time to confirm the legitimacy of the Qualified Patrons acquired through the Affiliate. Notwithstanding the above, where the Commission owed to Affiliate is less than $500 USD (the “Minimum Payment”), WynnBET may continue to roll the Commission due over to the following month until the Minimum Payment is reached.
D. Affiliate will be entitled to Commission at the rates and upon fulfilment of the conditions set out in a Term Sheet separately agreed to between the Parties. Affiliate is under obligation, at its own cost, to verify and provide evidence of verification to WynnBET that the Payment Plan is authorized by any gaming regulatory authority in the jurisdiction(s) where WynnBET operates any gaming regulatory authority of any jurisdiction where WynnBET operates. The following Payment Plan options for Commission may apply to the Term Sheet:
(1) “CPC”, “Cost Per Click” and “Click Commission” means the Commission which the Affiliate will receive for each unique Patron who follows a Link and is directed to the WynnBET Website or Mobile Application.
(2) “CPA” and “Cost Per Acquisition” means the Commission which the Affiliate will receive for each unique Patron who follows a Link and is directed to the WynnBET Website or Mobile Application and who then performs an action (to be defined by WynnBET) which identifies him as a potential Qualified Patron and may also include a requirement for placing Bets up to a determined monetary value.
(3) “CPM” and “Cost Per Impression” means the Commission which the Affiliate will receive for each new impression viewed by a potential Qualified Patron. The amount stated will be the cost for 1,000 impressions.
(4) “Revenue Share” means the Commission which Affiliate will receive for each Qualified Patron, calculated as a percentage of the Net Revenue produced by a Qualified Patron who follows a Link and is directed to the WynnBET Website or Mobile Application and resulting in a Bet. An Affiliate shall not receive a Revenue Share Commission until all proper approvals are secured in order to receive a Revenue Share Commission, as may be required by the gaming regulator where the Affiliate operates on behalf of WynnBET. For purposes of this section, “Net Revenue” shall mean the real money wagers actually collected by WynnBET from Qualified Patrons generated directly through the Affiliate in respect of Bets minus winnings (“Gross Gaming Revenue”) less:
(a) promotional or retention bonuses,
(b) chargebacks, reimbursements, and/or credits paid to Qualified Patrons,
(c) any funds confiscated or restricted due to fraudulent activity or Fraud Traffic, and
(d) any unrecoverable costs from Qualified Patrons acquired through the Affiliate Link;
(e) proportional deductions, applied as percentages of the Gross Gaming Revenue, for (A) any taxes imposed on the Qualified Patrons’ transactions, (B) bank fees, (C) deposit and withdrawal transaction fees, (D) any platform fees or license fees paid to third party and game providers, and (E) any fees paid for KYC and/or compliance checks for Qualified Patrons. Such percentages will be calculated at the reasonable discretion of WynnBET and shall be based on the actual cost percentages from the previous months as incurred by WynnBET as a whole. These percentages may be updated periodically to ensure that they remain accurate and reflect the actual costs incurred by WynnBET. Should the percentages applied not cover the costs incurred by WynnBET, the percentages may be updated by WynnBET and applied retroactively for months where the Commission remains unpaid to the Affiliate.
E. For any Commission that is designed to accrue over a specified period, the eligibility for Commission shall commence as of the registration date of the Qualified Patron (the “Start Date”) and is limited to the period specified in the Term Sheet (the “Eligibility Period”). For the avoidance of doubt, if revenue is generated before or after the stated Eligibility Period, then no Commission shall be payable to the Affiliate.
F. For an Affiliate on the Revenue Share Commission (either entirely or partially in combination with another form of Commission) that refers three or fewer Qualified Patrons to the WynnBET Website or Mobile Application in any given month during the Eligibility Period, the percentage to be applied to the Net Revenue will revert to 10%, provided that the percentage applied to the Net Revenue for said Affiliate had originally been determined to be higher than 10% in the Term Sheet.
G. No Commission shall be payable in respect to a Qualified Patron who is found to be acting fraudulently or fails to pass the verification process used by WynnBET and/or its Associated Companies as to be eligible to use WynnBET Services, the WynnBET Website, or the Mobile Application.
H. Affiliate forfeits all Commission governed by these Terms and the Term Sheet should it be found in the sole discretion of WynnBET to be engaged in fraudulent activity, including Fraud Traffic. In the event that WynnBET, in its sole discretion, suspects any fraudulent activity or violations of these Terms, WynnBET may delay payment of the Commissions to the Affiliate for up to one hundred and eighty (180) days while WynnBET investigates and verifies the relevant Qualified Patron and transactions.
I. Qualified Patrons who have not had any activity for more than 6 months (“Inactive Qualified Patrons”) will be deemed inactive and will no longer be counted towards the Affiliate’s Commission.
J. Affiliate shall not be entitled to any Commission in relation to (i) any use of the WynnBET Website and/or Mobile Application by the Affiliate (if the Affiliate is a real person), its officers, directors, employees, consultants, or agents and the Relatives of such persons, or (ii) any referral of the WynnBET Website and/or Mobile Application to the Affiliate (if Affiliate is a real person), its officers, directors, employees, consultants or agents and the Relatives of such persons. For purposes of this section, “Relatives” shall mean a spouse, partner, parent, sibling, or child.
K. All taxes due in connection with any Commission fees paid to the Affiliate are the Affiliate’s sole liability. The Affiliate is responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of its income for services governed by these Terms and for collecting and paying the income tax and social security contributions in respect of any staff, as applicable. For any other tax assessed, Affiliate is responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the jurisdiction where Affiliate Services are provided, and Affiliate acknowledges that the Commission that it receives shall be deemed to include all such taxes.
L. If a Qualified Patron is entitled to claim a refund, WynnBET shall, in WynnBET’s sole discretion, have an option to withhold any payments to Affiliate in relation to such Qualified Patron while the claim remains outstanding. For the avoidance of doubt, if the Qualified Patron has claimed the refund, Affiliate shall not receive any payment in relation to the refunded amount.
IV. TERM & TERMINATION
A. Term. The business relationship between WynnBET and Affiliate governed by these Terms will take effect upon the Effective Date and continue until terminated in accordance with these Terms and Conditions.
(1) Notwithstanding any other term, either Party may terminate the relationship between WynnBET and Affiliate governed by these Terms with immediate effect where:
(a) Either Party commits a serious, material, or persistent breach of these Terms including, but not limited to, the non-performance, neglect, or default of any obligations outlined herein as notified in writing by the non-breaching Party. Parties may agree to permit the defaulting Party to cure and remedy the breach within 30 days after such notice is given.
(b) Either Party (i) commences a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws; (ii) commences an involuntary case against the Party under title 11 of the United States Code or the corresponding provisions of any successor laws; (iii) is subject to the appointment by a court of competent jurisdiction or the Party makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws) for the Party or all or substantially all of its assets; or (iii) fails generally to pay its debts as they become due (unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so.
(c) Either Party ceases to conduct business or hold proper licenses, permits, authorizations, or approvals to conduct business.
(d) Written notice is given to the other Party at least sixty (60) days in advance of termination for convenience.
(2) These Terms may be terminated with immediate effect by WynnBET if WynnBET determines, in its good faith and reasonable judgment that Affiliate’s Services governed by these Terms should be terminated for Just Cause, at which time Affiliate’s right to all compensation and benefits shall cease as of the date of termination. As used herein, “Just Cause” shall mean (i) willful misconduct or gross negligence in the performance of obligations hereunder, including any field marketing activities of Affiliate; (ii) breach of any provision of these Terms, willful refusal or failure to perform the Affiliate’s obligations hereunder; (iii) Affiliate committing fraud or embezzlement in the performance of obligations under these Terms; (iv) Affiliate’s arrest and/or conviction for a felony or serious misdemeanor crime, or a crime of moral turpitude, at any time prior to or during the Term; (v) Affiliate cannot professionally provide the services hereunder; (vi) Affiliate’s commitment of any act that jeopardizes any business operating license or permit held by WynnBET or its Associated Companies, or causing the revocation or suspension of any such license or permit; (viii) Affiliate’s violation of federal, state, or local laws, regulations, or rules; or (vii) Affiliate making public defamatory or disparaging statements during the term of the business relationship governed by these Terms regarding WynnBET, or any of its Associated Companies, that have the effect of criticizing or projecting WynnBET or its Associated Companies in a negative light.
(3) In the event WynnBET terminates the relationship with Affiliate pursuant to these Terms, WynnBET shall be entitled to automatically and immediately render any Links provided to the Affiliate inoperable. WynnBET, in its sole discretion, may leave open, redirect, or deactivate any Trackers and/or Tracker URLs without any obligation to pay Affiliate for Patrons who subsequently become Qualified Patrons.
(4) The termination of the business relationship between WynnBET and Affiliate shall end the Affiliate’s association with WynnBET and its Associated Companies.
(5) In addition to its right to terminate, WynnBET may, at its sole discretion and without prejudice to its further rights and remedies, suspend this these Terms as it applies to Affiliate. During the period of any suspension, WynnBET may withhold the payment of any Commission. Provided that they are not required to be withheld under these Terms, payment of any withheld Commission will be made to the Affiliate when suspension has been cancelled and rescinded.
(6) Upon termination of the business relationship between for any reason: (a) each Party shall return to the other party all property of the other party in its possession or control (including all Confidential Information); (b) the Affiliate shall immediately cease displaying any Links, the WynnBET Website and/or the Mobile Application, the WynnBET Marks, and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by WynnBET and/or provided by or on behalf of WynnBET to the Affiliate pursuant to these Terms; and (c) all rights granted to the Affiliate hereunder will immediately cease.
(7) Except as otherwise provided herein, following the termination of the business relationship between Affiliate and WynnBET governed by these Terms, Affiliate shall be entitled to payment of all Commission as earned up until the point of termination and, if applicable, for any Commission that will accrue during the remaining Eligibility Period stated
(8) Clauses IV (Termination), VI (Data Protection), VII (Mutual Confidentiality Obligation), VIII (Intellectual Property), X (Indemnification), XII (Limitation of Liability), and XVI (Miscellaneous) shall survive the termination or expiration of the business relationship between Affiliate and WynnBET governed by these Terms. For avoidance of doubt, if WynnBET continues to permit activity from Qualified Patrons after termination, this shall not constitute a continuation or renewal of the business relationship governed by these Terms, or a waiver of termination.
V. WYNNBET RIGHTS
A. Without prejudice to any other rights or remedies available to WynnBET under these Terms or otherwise, WynnBET shall be entitled to offset any payments otherwise payable by it to the Affiliate, against any liability of the Affiliate to WynnBET, including any claims WynnBET has against the Affiliate resulting from its breach of these Terms.
B. WynnBET may monitor the Affiliate’s Site to ensure Affiliate is complying with these Terms and Affiliate will provide WynnBET with all data and information (including, but not limited to, passwords) to enable WynnBET to perform such monitoring at no cost to WynnBET.
C. WynnBET may, at any time, directly or indirectly, solicit Patron referrals on terms that may differ from those contained in these Terms or operate websites that are similar to or compete with the Affiliate’s Site.
D. WynnBET may, at any time, directly or indirectly, enter into marketing terms with other marketing affiliates on the same or different terms as those provided to the Affiliate in these Terms and the Affiliate acknowledges that such marketing affiliates may be competitors to Affiliate.
VI. DATA PROTECTION
A. Parties acknowledge and agree that any information Affiliate stores, processes, or transmits on behalf of WynnBET shall be deemed Confidential Information, but that Affiliate shall not store, process, or transmit any personally identifiable information under applicable law.
VII. MUTUAL CONFIDENTIALITY OBLIGATIONS
A. Parties each undertake and covenant that at no time, whether during the Term of the business relationship between the Parties governed by these Terms or thereafter, shall they disclose or permit to be disclosed to a third person any Confidential Information which it receives from the other Party save as that Party may expressly authorize in writing or as it is compelled by any court or administrative body of competent jurisdiction, in which case the Party required to disclose Confidential Information will give the other Party reasonable advance notice of any such required disclosure to the minimum required by the law or regulation and notify the third party recipient of such information of the confidential nature thereof.
B. Where either Party provides services to the other Party through a delegate such as an employee, consultant, or subcontractor, that Party will ensure that the said delegate is bound by terms of confidentiality, not less restrictive than these Terms. Affiliate shall be responsible for any breach of these Terms, including this section, by its employee, consultant, or subcontractor.
C. Notwithstanding anything else to the contrary, WynnBET shall be entitled to disclose information, including Confidential Information, relating to the services to be provided by Affiliate or the identity of Affiliate to regulators having jurisdiction over WynnBET’s business.
D. The provisions of this Clause VII shall survive the expiration or earlier termination of any relationship between the Parties governed by these Terms.
VIII. INTELLECTUAL PROPERTY
A. Other than the payment of the Commission accrued, Affiliate shall not have any rights relating to any Qualified Patrons and shall not be entitled to any further consideration.
B. Each Party shall retain ownership of its own IPR and acknowledge that any third parties and their licensors shall retain ownership of all their respective Third Party IPR.
C. Affiliate warrants that it is the rightful owner of the Affiliate’s IPR and/or has secured all requisite licenses, permission, and consent from third parties for use of any Third Party IPR by the Affiliate and that it is legally authorized to provide such IPR for WynnBET’s use.
D. Affiliate grants to WynnBET a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable license to use, reproduce, copy and/or modify the Affiliate’s IPR for the purpose of enabling the Affiliate to provide Affiliate Services in accordance with these Terms and to enable WynnBET to engage in its own separate marketing and advertising activities.
E. Affiliate shall use reasonable efforts to procure for WynnBET a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable license to use any Third Party IPRs for the purpose of enabling the Affiliate to provide Affiliate Services to WynnBET in accordance with these Terms.
F. The WynnBET Website, the Mobile Application, and any content thereon, including all of WynnBET’s marketing and/or promotional materials and demographic and other information and data therein, Qualified Patrons, and any other Intellectual Property Rights attached and/or related thereto and any derivatives and/or modifications thereof, are and shall remain the sole and exclusive property of WynnBET and/or its licensors. Nothing in these Terms shall confer in the Affiliate any rights of ownership and all use thereof by the Affiliate shall inure to the benefit of WynnBET.
G. Any use by the Affiliate of content or materials that fall under the scope of WynnBET’s and/or its Associated Companies’ Intellectual Property Rights, can only be carried out by the Affiliate in relation to these Terms and any such use is conditional upon the prior approval and/or instruction of WynnBET with regard to the proposed use of WynnBET’s and/or its Associated Companies’ Intellectual Property Rights.
H. Termination or expiration of the business relationship between Affiliate and WynnBET governed by these Terms shall extinguish or affect any Intellectual Property Rights granted or established herein over WynnBET’s Intellectual Property Rights, the WynnBET Website, and the WynnBET Mobile Application.
IX. WYNNBET WEBSITE AND MOBILE APPLICATION AVAILABILITY AND SECURITY
A. While WynnBET and its Associated Companies shall make every reasonable effort to ensure the availability and security of the WynnBET Website and Mobile Application, WynnBET makes no guarantee or warranty of any kind, whether express or implied, as regard to any of the following:
(1) The uninterrupted or stable availability or accessibility of the WynnBET Website, the Mobile Application, or any of the content therein.
(2) The suitability or compatibility of the WynnBET Website, the Mobile Application, or any of the content therein with any computer system, software, or information storage or retrieval system.
(3) The security of the WynnBET Website, the Mobile Application, or any of the content therein, or any information submitted by the Qualified Patrons.
(4) The absence of viruses or malicious software or machine reasonable code anywhere on the WynnBET Website, the Mobile Application, or the content therein.
B. Affiliate acknowledges that the WynnBET Website and Mobile Application may include links to other online resources provided by third party providers. WynnBET does not operate or monitor these online resources or their content and assumes no responsibility or liability for any third-party content or the availability of such content.
A. The Affiliate shall indemnify and hold harmless WynnBET against any loss or damage, demands, claims, costs, expenses and liabilities (including but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and any taxes or duties thereon if applicable) suffered or incurred, directly or indirectly, by WynnBET and/or any third party, which results from the Affiliate’s or any of the Affiliate’s Associated Companies’ breach of these Terms or their failure to abide by any of these Terms. This clause will survive termination of the business relationship between Affiliate and WynnBET or these Terms for any reason.
B. The Affiliate shall indemnify WynnBET in full for any loss or damage, demands, claims, costs, expenses and liabilities (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and any taxes or duties thereon) suffered or incurred, directly or indirectly, due to the receipt or use by WynnBET of the Affiliate’s Intellectual Property Rights or any Third Party IPR used by the Affiliate during the Term of the business relationship between Affiliate and WynnBET governed by these Terms, or the use of such in connection with WynnBET’s and/or its Associated Companies’ brand or any content or material that falls under the scope of WynnBET’s and/or its Associated Companies’ Intellectual Property Rights.
A. WynnBET may modify any of these Terms at any time and at its sole discretion. These modifications may include, but are not limited to, changes in the scope of available Commission, payment schedules, payment procedures, and policies affecting Affiliate. If any of the modifications are unacceptable to the Affiliate, the only recourse is to terminate the business relationship between Affiliate and WynnBET as governed by these Terms. IF THE AFFILIATE CONTINUES PARTICIPATION, IT WILL BE CONSIDERED AS ACCEPTANCE OF THE CHANGE(S).
B. WynnBET shall notify Affiliate of any amendments to these Terms in writing and/or publication of the amended terms to the WynnBET Website. Amendments will become effective 14 days after said method of notification, unless stated differently in the notification of amendment.
XII. LIMITATION OF LIABILITY
Except as otherwise provided by law and to the fullest extent permitted by law, the following provisions set out the entire liability of WynnBET (including any liability for the acts and omissions of its Associated Companies and its and their employees, agents, and subcontractors) to the Affiliate whether in contract, tort, statute, equity or otherwise:
A. Affiliate acknowledges and agrees that (except as expressly provided in these Terms) the Links, Trackers, and Sign-Up Bonus Code are provided “as is”, without warranties of any kind (whether express or implied); and
B. All conditions, warranties, terms, and undertakings (whether express or implied), statutory or otherwise, relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Links, Trackers, Sign-Up Bonus Code or the software or platform utilized for the provision of these Terms are hereby excluded to the fullest extent permitted by law.
C. WYNNBET MAKES NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WYNNBET FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE WYNNBET WEBSITE, MOBILE APPLICATION, OR/AND WYNNBET SERVICES MADE AVAILABLE THEREBY DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. IN ADDITION, WYNNBET MAKES NO REPRESENTATION THAT THE OPERATION OF THE LINKS, TRACKERS, SIGN-UP BONUS CODES, WYNNBET WEBSITE, OR MOBILE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
D. WYNNBET SHALL HAVE NO LIABILITY UNDER THESE TERMS OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WYNNBET’S MAXIMUM LIABILITY TO THE AFFILIATE UNDER THESE TERMS FOR ANY CLAIM OR DAMAGES ARISING WHATSOEVER WILL BE LIMITED TO THE COMMISSION ACTUALLY PAID TO THE AFFILIATE BY WYNNBET DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES.
E. WynnBET shall not be liable for any delay or failure in performing its obligations or duties under these Terms which results from circumstances outside its reasonable control including, but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, pandemics, the outbreak and spread of coronavirus (COVID-19) or similar diseases, government or regulatory action, breakdown in plant or machinery, or shortage of raw materials or supplies. (“Force Majeure”).
F. To the extent that such events do not demonstrably prevent the Affiliate from accessing, reviewing, or monitoring the mediums allowed under these Terms or the Affiliate Site and provided that Affiliate has shown that it has taken all reasonable measures, the Affiliate shall not be liable for any delay or failure in performing its obligations or duties under these Terms which results from Force Majeure.
XIII. PRIVILEGED LICENSE
A. Affiliate acknowledges that WynnBET and its Associated Companies are businesses that are subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by WynnBET, Affiliate shall obtain and maintain any license, permit, registration, qualification, approval, or the like requested or required of Affiliate by any regulatory authority having jurisdiction over Affiliate, WynnBET, or Associated Companies of either Party. If Affiliate fails to satisfy such requirements or if WynnBET or its Associated Companies is directed to cease business with Affiliate by any such authority, or if WynnBET shall in good faith determine, in WynnBET’s sole and exclusive judgment, that Affiliate or any of its officers, directors, employees, agents, designees, or representatives (i) is or might be engaged in, or about to be engaged in, any activity or activities, or (ii) was in or is involved in any relationship which could or does jeopardize WynnBET’s business or such licenses, or those of its Associated Companies, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then WynnBET shall have the right under this section to immediately terminate the business relationship between Affiliate and WynnBET governed by these Terms by written notice to Affiliate without any further liability to Affiliate; provided that Affiliate shall be entitled to any amounts due at the time of such termination unless otherwise prohibited by any regulatory authority.
B. Parties hereby acknowledge that it may be unlawful for a denied gaming license applicant or a revoked licensee (pursuant to the laws, rules, and regulations of gaming regulatory authorities) or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming regulatory authorities. Parties hereby affirm, represent, and warrant to the other Party that it is not a denied license applicant, a revoked licensee, or a business organization under the control of a denied license applicant or a revoked licensee, and Parties agree that the business relationship between WynnBET and Affiliate governed by these Terms is subject to immediate termination by the other Party (without any liability to either Party) if a Party should become a denied license applicant, a revoked licensee, or a business organization under the control of a denied license applicant or a revoked licensee.
C. Prior to the commencement of work pursuant to these Terms, Affiliate agrees to promptly file the necessary forms with any gaming regulatory authority where WynnBET operates or has an application pending to operate WynnBET Services, as may be required. Affiliate acknowledges and agrees that (i) the satisfaction of gaming regulatory authority requirements is a condition precedent to any payment obligations of WynnBET hereunder; (ii) Affiliate shall be required to maintain its license, registration, certificate, permit, or other approval with the gaming regulatory authority in good standing throughout the Term of the business relationship between WynnBET and Affiliate governed by these Terms and shall provide all required documentation to any gaming regulatory authority, whether requested of WynnBET or Affiliate, in a timely manner; (iii) Affiliate will be responsible for all costs associated with any gaming regulatory authority requirements; and (iv) Affiliate shall require any of its permitted subcontractors or Associated Companies to obtain a license, registration, certificate, permit, or other approval, to the extent required by any gaming regulatory authority.
D. WynnBET shall have the right to terminate the business relationship between Affiliate and WynnBET governed by these Terms without penalty and without further liability to Affiliate if the terms of this section are not satisfied to WynnBET’s satisfaction.
A. Each Party hereby represents and warrants that in carrying out such Party’s responsibilities pursuant to these Terms, neither Party will offer, provide, or promise anything of value (including money, gifts, preferential treatment, and any other sort of advantage), either directly or indirectly, to a Foreign Government Official (defined below) for the purposes of influencing an act or decision in that Foreign Government Official’s official capacity, or inducing the Foreign Government Official to use his or her influence with the foreign government to assist the party, its subsidiaries or affiliates, or anyone else, in obtaining or retaining business or securing an improper advantage. A “Foreign Government Official” is defined to include officers, office holders, and employees, full or part time, regardless of rank, of local governments, national governments, companies partially owned or controlled by a government, and public international organizations, such as the United Nations or World Bank. “Foreign Government Official” also includes political parties, party officials, candidates for public office, and family members of Foreign Government Officials.
B. Each Party further represents that, except as otherwise notified in writing to the other party at the time of acceptance of these Terms by Affiliate, none of its partners, employees, agents, or contractors (as well as any partners, owners, principals, employees, and agents of the contractors) are a Foreign Government Official.
C. In the event that either Party has a reason to believe that a breach of any of the anti-corruption representations and warranties has occurred or will occur, said Party will have the right to audit the other party in order to satisfy itself that no breach has occurred. The Parties shall fully cooperate in any such audit.
D. In the event of a breach of any of the anti-corruption representations and warranties, the business relationship between WynnBET and Affiliate governed by these Terms may be cancelled upon written notice by either party upon service of written notice upon the breaching party.
A ny notice required or permitted to be given pursuant hereto shall be in writing and be deemed given when delivered personally or when deposited in a sealed envelope in the United States mail postage prepaid, addressed to WynnBET’s mailing address listed below or to mailing address of Affiliate provided to WynnBET or to such address as either party may direct by notice given to the other as provided by this sentence. Either party may change its address for notices from time to time by sending a written notice of the change to the other party as set forth herein.
To WynnBET: WSI US, LLC
6600 Bermuda Road
Las Vegas, NV 89119
Attention: General Counsel
XVI. MISCELLANEOUS PROVISIONS
A. Authority. The Parties to these Terms warrant that they are authorized and permitted to accept these Terms and have obtained all necessary permissions and approvals.
B. Whole Agreement. This document supersedes any prior representations which may have been made between the Parties, whether orally or in writing.
C. Governing Law and Venue. These Terms and any Term Sheet shall be governed by and in accordance with the laws of State of Nevada, without regard to choice of laws principles. Venue and jurisdiction of any suit brought to enforce the provisions of these Terms shall lie exclusively in Clark County, Nevada. For all purposes, this Agreement shall be deemed to have been negotiated and executed in Las Vegas, Clark County, Nevada. Affiliate hereby waives any and all objections to venue and jurisdiction of any dispute hereunder lying in Clark County, Nevada, and hereby consents to exclusive personal jurisdiction within Clark County, Nevada. In any litigation relating to these Terms, the prevailing party shall be entitled to its reasonable external attorney’s fees and costs.
D. Severability. All clauses, sub-clauses, and parts thereof shall be severable and shall be read and construed independently. Should any part of these Terms be found invalid this will not affect the validity or enforceability of any other provision or of these Terms as a whole.
E. Successors and Assigns. All terms, conditions, and covenants contained in these Terms shall bind the Parties and their heirs, legal representatives, successors to title, and permitted assignees. Any part of these Terms that by their nature that extend beyond its expiration or termination shall remain in effect and shall apply to respective heirs, legal representatives, successors to title, and permitted assignees.
F. Third Parties. Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract.
G. Assignment. Affiliate may not assign its rights pursuant to these Terms, without receiving prior written approval of WynnBET. WynnBET shall have the right to assign the obligations of these Terms to a related party in its corporate group at its discretion.
H. Acknowledgment. Affiliate acknowledges that it has read these Terms, that it has independently evaluated the desirability of participating as an Affiliate to WynnBET, and that it is not relying on any representation, guarantee or statement other than as contained in these Terms or the Term Sheet.