Implementation Date: June 30, 2021

PlayUp USA Affiliate Program Terms and Conditions

1.     Definitions 


1.1 In this Agreement, unless the contrary intention appears: 

“Account” – means one or more account(s) created within the Affiliate Program for the purpose of tracking an Affiliate Client. 

“Affiliate Program” means the program operated by PlayUp. 

“Agreement” – means this agreement, as amended from time to time, and it includes its schedules and any amendments. 

“Betting Account” – means a betting account opened by Your Client with PlayUp.

“PlayUp Business” – means PlayUp’s gaming business of accepting bets for purposes 

under the License. 

“PlayUp Websites” – means one or more of the websites as advised by PlayUp to You from time to time, which are operated by an associated entity of PlayUp. 

“Business Day” – means a day that is not a Saturday or Sunday in the State in which You have registered for the Affiliate Program. Business Hours means 9.00am to 5.00pm, in the State in which You have registered for the Affiliate Program, on a Business Day. 

“Claim” – means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether a law, in equity, under statute or otherwise. 

“Client” – means a Referral who is introduced to PlayUp through Your Website and opens a Betting Account through one of the PlayUp Websites for betting purposes within 30 days of their introduction by way of setting a cookie in the Referral’s internet browser, or other similar tracking service and the Referral’s application is accepted by PlayUp. 

“Client Reports” – means a consolidated report generated by PlayUp which includes details of all betting, betting results and payments received from and made to Your Clients. 

“Commission” – means the commission terms that are mutually agreed upon in writing between You and PlayUp.

“Commission Report” – means a statement generated by PlayUp detailing the Commission of 

each Client.

“Confidential Information” – means non-public information, but excludes the Excluded Information. 

“CPA” – means a one-time payment for a Referral at an agreed amount, once the Referral has met the minimum requirements. 

“Excluded Information” – means Information that:

(a) is received by the Recipient from a third party who is not under an obligation of confidence 

relation to such Information; 

(b) is generally and publicly available other than as a result of a breach of confidence by the disclosing or receiving the Information; 

(c) has been independently developed by the Recipient's Personnel who do not have access to any of the Discloser's Confidential Information; or 

(d) was lawfully known to the Recipient prior to receipt of the Information from the Discloser.

 

“Force Majeure Event” – means fire, flood, pandemic, earthquake, elements of nature or act of God; riot, civil disorder, war, terrorism, rebellion or revolution; or by other similar cause beyond the reasonable control of the non-performing party; but in each case only if, and to the extent that, the non-performing party is without fault in causing the default or delay, and the default or delay could not have been prevented by taking steps specifically required under this Agreement or by taking other reasonable precautions.

 

“Intellectual Property Rights” – means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property.

 

“Liability” – means all liabilities, losses, damages, costs and expenses, including reasonable legal fees and disbursements and costs of investigation, settlement, judgment, interest and penalties, for which a party is liable, and which have been incurred or awarded, whether or not yet paid or met by that party.

 

“License” – means the License issued to PlayUp by a jurisdiction’s regulatory body in order to conduct PlayUp’s Business.

 

“Minor” – means a person under the age of 18 or not of legal gambling age in a particular jurisdiction.


“Net Revenue” – means the gross turnover of the total betting transactions of each of Your Client’s 

wagered through their Betting Account during the previous month, less: 

(a)  any payments to Your Clients as winnings or refunds or otherwise; 

(b)  any betting duties or taxes (or provisions therefore) for or related to each Betting Account transaction or Your Client; 

(c)  any debt or other amount owing by Your Client to PlayUp unless repaid; 

(d)  any amount owing to or withheld by PlayUp as a result of any fraud or suspected fraud of Your Client; 

(e)  any returned stakes to Your Client; 

(f)  any free, discounted or matched bet or any bet/deposit bonuses or other incentives offered to Your Client; 

(g)  any reversed transactions or charge-backs; 

(h)  any void or voided bets by Your Client; 

(i)  any credit card or payment fees; 

(j)  any product fees paid to sporting bodies payable for each transaction by Your Client; 

(k)  any associated costs with running a contest, e.g. overlay for unfilled contests, proportionate to the number of entrants; 

(l)  any race field fees paid to racing bodies payable for each transaction by Your Client.

 

“Personnel” – means employees and individual contractors, whether full-time, part-time or casual.

 

“Referral” – means a potential Client who is not a Minor and who has never held a Betting Account with PlayUp who is introduced to PlayUp by You.

 

“Your Website” – means all digital assets or inventory owned or controlled by You, including, but not limited to: 

(a)   Internet Websites or other key products or platforms offered by You;

(b)   Related applications built for mobile phones, tablets or browsers;

(c)   Widgets built for display on 3rd party applications or websites;

(d)   Social media assets including but not limited to, Facebook, Instagram, TikTok, Google+ and Twitter;

(e)   Websites within Your range of domain names with betting related content owned by You for the purposes of reaching the broadest possible audience;

(f)    Websites within Your parent company subject to editorial discretion;

(g)   Third party websites, exchanges or publishing networks in which You have sponsorship or have purchases advertising inventory; and

(h)   Other websites operated by You as agreed by PlayUp to be an Affiliate Website under this Agreement. 

The Agreement – General Terms

2. General 

2.1 This Agreement sets out the terms and conditions between the Affiliate (“You”) and the PlayUp Incorporated subsidiary (“PlayUp”) that operates in the jurisdiction in which you act as an Affiliate for PlayUp in the Affiliate Program.

2.2  By applying for an Affiliate Account with PlayUp, You acknowledge and agree to be bound by the Terms and Conditions contained in this Agreement.

3. Application and Your Appointment

3.1 To apply for an Affiliate Account, You must fully and accurately complete the online application form on www.affiliates.playupusa.com(a site operated on our behalf by Income Access). PlayUp will review Your application and confirm via email whether Your application has been successful.

4. Your Accounts 

4.1 Your Account under this Agreement includes any existing Account(s) held by You and any Account(s) setup by You at the request of PlayUp at the time or subsequent to entering into this Agreement. 

4.2  This Agreement also applies to PlayUp Business; PlayUp Websites and any future gaming business or brand of PlayUp which has an Affiliate Program.

5. License 

5.1 If Your application is successful, PlayUp grants You a non-exclusive, non-transferable, non-assignable (except as provided below) and revocable license during the term of this Agreement, to use (including the right to copy, transmit, distribute, display) PlayUp’s name, and other related textual and graphic material made available by PlayUp to You from time to time, to:

(a)  Advertise, market and promote PlayUp Websites; and

(b)  Introduce Clients to PlayUp.

5.2  The parties agree that if the License expires, is terminated, lapses or is suspended for any reason and PlayUp is issued with another license by an authority in any jurisdiction, the term “License” under this Agreement will refer to such subsequent license, unless otherwise communicated to You by PlayUp. 

 

5.3  In the event of any lapse or cancellation of the license, PlayUp shall not be held liable to You or any of Your representatives for any loss, claim or action. 


6. Your Obligations 

6.1  You must:

(a)   actively and effectively encourage Clients to establish a Betting Account with PlayUp;

 

(b)   promote PlayUp Websites and PlayUp Business by:

 

(i)  Including PlayUp in bookmaker listings on Your Websites; 

(ii)  Provide exposure to PlayUp via Your Websites; 

(iii)  Place links from Your Websites to PlayUp Websites; 

(iv)  Other promotions as agreed by the parties from time-to-time; 

(v)   Keep Your website up-to-date and in good working order;

(vi) Ensure all marketing of or relating to PlayUp’s website is in accordance with applicable law, any applicable regulations and good industry practice generally;

(vii) Obtain and maintain all necessary authorizations, registrations, licenses and consents to enable PlayUp to fulfill its obligations under this Agreement; and

(viii) Keep secret and not allow anyone else to use Your unique login and password

6.2 You are responsible for:

(a) operating and promptly updating Your Websites;

(b) ensuring that all content on Your Website is not misleading, deceptive, unlawful, illegal, libelous or in breach of any third party rights;

(c) using the correct links or codes, as provided by PlayUp, to ensure that Clients can be identified by PlayUp as being referred by You; and

(d) ensuring that PlayUp has been made aware of Your current contact details and bank details for payment of the Commission. 

6.3 You must not: 

(a)  intentionally promote PlayUp Websites to Minors or to persons in jurisdictions where it is illegal to do so; or provide content that is discriminatory, sexually explicit, related to alcohol, violent or discriminatory; encourages illegal activities or includes any content that may damage PlayUp’s brand, reputation and/or goodwill;

(b)  establish or operate a website that is deceptively similar in look and feel to one or more of PlayUp Websites;

(c)  make representations about PlayUp, PlayUp Business or PlayUp Websites which You are aware or ought reasonably to be aware are untrue, misleading or deceptive or that PlayUp has directed not be made;

(d)  unless PlayUp consents, open or operate a Betting Account with PlayUp, for or on behalf of an Affiliate or any officer of an Affiliate as an Affiliate Account, or appoint sub- Affiliates or marketing agents to promote PlayUp, PlayUp Business or PlayUp Websites;

(e)  spam or engage in unsolicited bulk communications in relation to promoting or advertising PlayUp Websites;

(f)  engage in misleading marketing, including online;

(g)  mislead others as to the relationship between You and PlayUp; including by holding Yourself out as an agent or employee of PlayUp or by creating blogs, social networking sites, forums or microsites that give the misleading impression that You are a part of PlayUp group of companies or are an agent or employee of PlayUp;

(h) Include metatag keywords on PlayUp’s website that incorporate terms which are identical or similar to marks owned by PlayUp, or any related PlayUp company, without PlayUp’s prior written consent, and will at all times comply with such reasonable guidelines for the use of such marks as may be issued from time to time;

(i)  do any act or fail to do any act that puts PlayUp in breach of the License; and

(j)  refer your spouse, partner or a family member under your affiliate account. They are permitted to hold a betting account provided it is not linked to your affiliate account. 

7. Notification 

7.1 If You become aware of any matter, fact or circumstance that is likely to put PlayUp in breach of any law or regulation, or results in a breach of this Agreement by either party, or which may prejudice the security or integrity of PlayUp Websites, then You must promptly notify PlayUp in writing. 

8. Reasonable assistance 

8.1 You agree to provide reasonable assistance to PlayUp if required to meet legal, regulatory or license requirements or conditions, provided however this does not extend to providing any financial assistance. 

9. Conduct and Good Faith 

9.1 You must follow all reasonable directions of PlayUp relevant to Your performance under this Agreement. If requested by PlayUp, You must cease any conduct, including any form or method of advertising or marketing, relevant or related to Your performance under this Agreement. 

9.2 You must be just and faithful in Your activities and dealings with PlayUp. 

9.3 You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices, whether or not it causes PlayUp harm, including but not limited to "cookie stuffing" or other blackhat marketing techniques. PlayUp reserves the right to retain all amounts due to You under this Agreement if PlayUp has reason to believe that such traffic has been caused with Your knowledge. 

9.4 Should fraudulent activity, as assessed by PlayUp in its sole discretion, arise from a Client directed to PlayUp Website via Your Website/s, PlayUp retains the right to retract the Commissions paid to You at any time in respect of that Client and to apply any costs associated in dealing with any fraudulent transactions. PlayUp’s decision in this regard will be final and no correspondence will be entered into. 

9.5 Any attempt at fraudulent activity by You including using or providing for use any unauthorized bonus codes or unauthorized creative material and any other act which PlayUp determines is being used to collect fraudulent Commissions shall result in this Agreement being terminated immediately and all Commissions payable shall be forfeited. 

9.6 You will be solely responsible for ensuring that material posted on Your Websites is not libelous, does not infringe a third party’s intellectual property or is not otherwise illegal. You will indemnify and hold PlayUp harmless from all claims, damages and expense (including legal fees) relating to the marketing and contents of Your Websites. 

10. PlayUp’s Obligations

10.1 PlayUp will, at its discretion:

(a) provide details of its products and services available to Clients;

(b) provide marketing materials for placement on Your Websites;

(c) operate and update PlayUp Websites;

(d) maintain a record of each Client introduced by You and each of Your Client’s transactions;

(e) supply You with unique links and codes to ensure that Clients can be identified by PlayUp as Your Clients;

(f) develop and implement a marketing plan; and 

(g) pay Commissions for the lifetime of Your Clients in accordance with this Agreement, providing this Agreement is not terminated. 

11. Referrals and Clients 

11.1 If any Referral fails PlayUp’s account opening process (for example, fails to satisfy eligibility, identification or verification requirements), then PlayUp will suspend the Referrals Betting Account, and the Referral will not be Your Client under this Agreement. 

11.2 PlayUp will open Betting Accounts for approved Referrals and commence monitoring the wagering activity of each of Your Clients for the purposes of generating accurate reports as required under this Agreement. 

12. Commission and payments

12.1 You must actively promote PlayUp on Your website in prominent positions, and refer at least 3 new First Time Depositors in a rolling 3 month period in order to be eligible for monthly Commissions. 

12.2 Exact Commissions terms will vary per affiliate and jurisdiction and shall be agreed upon within the affiliate network platform (Income Access) between PlayUp and each affiliate.

13. Employees 

 

13.1 You are liable to pay all wages, superannuation and any other contributions or payments required by law to be paid to any employee, subcontractor or agent engaged by You in the performance of any services. You acknowledge that such persons are not employees of PlayUp and You (and not PlayUp) bear all liability for such payments.

 

14. Account suspension

14.1 PlayUp reserves the right to suspend You from participation in the Affiliate Program if it suspects any of the following: 

(a)  Promoting betting behavior that may prove detrimental to PlayUp, including but not limited to arbitration betting and bonus abuse; 

(b) Unusual betting behavior stemming from Your Clients which would indicate systematic abuse of the Affiliate Program to extract funds. PlayUp also reserves the right to withhold any earnings from suspected betting patterns, including but not limited to instances where more than 50% of Your monthly revenue is derived from a single bet or from a single Client; 

(c) You have ceased active promotion of PlayUp; 

(d) You fail to refer a minimum of four new depositing Customers within any 3 month period;

(e) PlayUp, at its sole and complete discretion, determines in its best interest to suspend Your            account. Suspension shall remain in effect so long as PlayUp deems necessary, indefinite or   otherwise.

15. Relationship Management 

15.1 The parties will appoint representatives that will be responsible for operational coordination and management between the parties. If none are appointed, the contacts for the parties shall be deemed to be the representative.

15.2 Upon written request, PlayUp will allow You to access relevant reports, including, the applicable Commission and Your Client Reports, online and in real time. 

15.3 The parties’ representatives must be available to speak by telephone at least once each calendar month. 

16. Intellectual Property


16.1 PlayUp retains the right, title and interest in its Intellectual Property Rights, and grants to You, a royalty-free, non-exclusive, non-transferable and revocable license for the term of this Agreement to: 

(a)  use PlayUp’s trademarks and brands; 

(b)  display PlayUp’s trademarks, logos and brands on Your Websites; 

(c)  create a link from Your Websites to the appropriate PlayUp Websites; 

(d)  send an electronic message containing PlayUp trademarks, logos, branding, its website or any advertising or promotional material (other than permitted by this Agreement) to the extent necessary to advertise, market and promote PlayUp Websites and to introduce Clients to PlayUp.

 16.2 You agree to refrain from unauthorized use of any and all of PlayUp’s intellectual property rights. 

17. Confidentiality 

17.1 A party who is a recipient (the "Recipient”) of Confidential Information of the other party (the "Discloser") must keep such Confidential Information strictly confidential, must not disclose it to any third party unless expressly permitted herein, and must use such Confidential Information only for the purposes of this Agreement. 

17.2 Where PlayUp creates a report, that report will be Confidential Information of PlayUp and You must keep such Confidential Information strictly confidential, must not disclose it to any third party unless expressly permitted by PlayUp, and must use such Confidential Information only for the purposes of this Agreement. 

17.3 A party may only use other party's Confidential Information as required for the proper performance of this Agreement and may only disclose the other party’s Confidential Information: 

(a) to persons who need the information for the proper performance of this Agreement; 

(b) as required by law or by a stock exchange; 

(c) to a legal, financial or other advisor including an auditor; or 

(d) if required in connection with legal proceedings relating to this Agreement, and any such disclosure must be made on an expressly confidential basis. 

 

18. Damages and Other Remedies 

18.1 Each party acknowledges that a breach of this clause may cause the other party irreparable damage of which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, each party may seek and obtain injunctive relief against such a breach or threatened breach. 

19. Survival After Term and Termination


19.1 The obligations under this clause survive for a period of two years, following the term and termination of this Agreement.

20. Termination

20.1 Either party may terminate this Agreement immediately by notice to the other party if that other party becomes Insolvent or ceases or threatens to cease business.

 

20.2 PlayUp may terminate this Agreement in whole immediately by notice to You:

 

(a) if You breach the obligations under this Agreement, and the breach is material and cannot be remedied to PlayUp’s satisfaction; or

 

(b) the breach can be remedied, but You fail to do so within 7 Business Days of PlayUp giving notice to You of the breach; or

 

(c)   if You are convicted of a criminal offence including fraud; or breach any law or do anything which causes risk to or affects PlayUp’s ability to hold or maintain its License or causes the imposition of any penalty under its License;

 

(d)   if PlayUp’s License is terminated and does not obtain another license to operate in the particular jurisdiction in which You are an affiliate, within 60 days of that termination. 

20.3 PlayUp may terminate this Agreement, in whole and at any time, by giving You at least 7 day’s prior written notice designating the termination date.

20.4 Upon termination, You must:

(a) Return to PlayUp any Confidential Information and all copies of it in Your possession, custody and control or if the material is incapable of being returned, then You must destroy the confidential information and provide a statutory declaration indicating that You have done so;

(b) Cease using all trade names, trademarks, service marks, logos and other materials of PlayUp and remove all advertising promoting PlayUp on Your website and disable any links from Your Website to PlayUp’s website; and

(c) All rights and licenses given to You in this Agreement shall immediately terminate.

20.5 You will be entitled only to those unpaid Commission, if any, earned by You on or prior to the date of termination. You will not be entitled to Commissions occurring after the date of termination and will cease to earn Commission on the revenue of Clients. You are not entitled in contract, tort or otherwise to any additional payment or compensation for any loss or expense incurred as a result of termination of this Agreement.

20.6 If You have failed to fulfill Your obligations and responsibilities or have acted in breach of this Agreement, PlayUp will not pay You the Commission owing to You on termination and You will cease to earn Commission on the revenue of Clients.

20.7 PlayUp may withhold Your final payment for a reasonable time to ensure that the correct amount is paid.

20.8 If PlayUp continues to permit activity (generation of revenue) from Clients after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

20.9 The parties will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations, which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve either party from any liability arising from any breach of this Agreement, which occurred prior to termination. 

20.10 This Agreement may only be terminated as expressly provided for in this Agreement.

20.11 Either party may terminate this Agreement in whole by giving written notice to the other party with effect from the date specified in the notice if a Force Majeure Event continues for more than 60 days. 

21. Rights Surviving Termination

21.1 The parties agree that such rights and remedies will survive the termination of this Agreement. 

22. Warranties, Representations and Disclosure

22.1 Each party provides the following warranties on a continuing basis:

(a) that it has full corporate power and authority to enter into, perform and observe its obligation under this Agreement;

(b) that this Agreement and the transactions contemplated by it will not contravene its constituent documents or any law, regulation or directive, obligation or undertaking by which it is bound or cause a limitation on its powers or those of its directors to be exceeded; and

(c) that its obligations under this Agreement are valid and binding and enforceable in accordance with their terms.

22.2 You provide the following warranties on a continuing basis:

(a) You will perform obligations under this Agreement with due care and skill, in a proper and professional manner consistent with standard industry practice;

(b) Entry into this Agreement and performance of Your obligations under this Agreement is permitted by, and not in breach of, any trust deed;

(c) You will comply with all relevant laws;

(d) You warrant and covenant that any Commission or other income generated from this Agreement will not exceed 80% of Your total income.

(e) Your Websites do not, and the reproduction, distribution, transmission, public performance and public display of PlayUp’s material as permitted in this Agreement, do not:

      (i)  invade the right of privacy or publicity of any third person,

      (ii)  contain any libelous, obscene, indecent or otherwise unlawful material and You have not        received any notice of such a violation. 

23. Indemnity 

23.1 You will indemnify, defend and hold harmless PlayUp and their respective officers, directors, Personnel, agents, successors and assigns, against any Liability arising from, in connection with any of the following:

(a) any breach by You of this Agreement,

(b) personal injury, death or loss of or damage to real or tangible personal property caused by or to You under or in connection with this Agreement; or

(c) fraud, willful misconduct or any unlawful act or omission by You. This clause will survive termination of this Agreement.

24. Assignment

24.1 You must not assign or novate all or any part of the right, title, interest and obligations under this Agreement without PlayUp’s prior consent, which may not be unreasonably withheld or delayed, and no fee may be charged for such consent.

25. Force Majeure

25.1 A party is not liable for any default or delay in the performance of its obligations to the extent such default or delay is caused by a Force Majeure Event. A party which is prevented in whole or in part from performing its obligations under this Agreement as a result of a Force Majeure Event must promptly notify the other party accordingly. The notice must:

(a) specify the obligations it cannot perform;

(b) fully describe the Force Majeure Event;

(c) where possible, estimate the time during which the Force Majeure Event will continue; and

(d) describe at a high level the actions proposed to remedy the Force Majeure Event.

25.2 While the Force Majeure Event continues, the obligations which cannot be performed because of the Force Majeure Event will be suspended.

25.3 The party that is prevented from carrying out its obligations under this Agreement as a result of a Force Majeure Event must remedy the Force Majeure Event to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible, and must take all action reasonably practicable to mitigate any loss suffered by a party as a result of its failure to carry out its obligations under this Agreement.

25.4 If the Force Majeure event continues for a period of sixty days or more, the party that is prevented from performing its obligations may terminate the agreement by notice to the party. 

26. Notice

26.1 A party giving notice or notifying under this Agreement must do so in writing:

 

(a) directed to the address specified by each party in this Agreement;

(b) directed to the email address specified by each party in this Agreement; or

(c) by an otherwise agreed upon method of writing.

26.2 A notice given in accordance with this clause is taken to be received:

 

(a)   if delivered via mail, on delivery;

(b)   if sent by registered U.S. Mail, seven business days after posting; and

(c)   if sent by email, on opening of the email by the recipient or 24 hours from the time the email successfully sent by the sender, whichever is the earlier.

 

27. Dispute Resolution

 27.1 If there is a dispute arising out of this Agreement ("Dispute"), a party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause.

 

27.2 A party must first by notice to the other refer provide written notice of the Dispute and the parties shall consult with one another in good faith and use their best endeavors to resolve such Dispute to the mutual satisfaction of both parties without resort to litigation.

 

27.3 If the Dispute cannot be resolved within 20 Business Days of referral, then either party may give notice of particulars of the Dispute to the other (“Dispute Notice") and require that the Dispute be resolved by a mediator acceptable to both of the parties.

 

27.4 Should both parties, acting in good faith, be unable to agree on the appointment of a mediator within 10 Business Days of the date of the Dispute Notice, PlayUp shall be entitled to select a mediator of their choosing. The parties hereby agree to accept as mediator the person so nominated. 

 

27.5 Any mediator appointed under this clause shall act as a mediator in an attempt to resolve the Dispute by agreement of the parties. The parties must comply with the mediator's instructions about the conduct of the mediation. Each party is entitled to legal representation during the mediation. The mediation procedure, and all matters discussed at the mediation, are confidential. If the Dispute is settled by mediation, each party must sign the terms of settlement, which will bind the parties and override the terms of this Agreement if there is any conflict. The terms of settlement may be used in evidence in any later court proceedings concerning the Dispute.

 

27.6 If the Dispute is not settled within 20 Business Days after the mediator has indicated to the parties his acceptance of the appointment (or within any other period the parties agree in writing), the mediation must cease and either party may commence whatever legal proceedings in any court or tribunal of competent jurisdiction to resolve the Dispute or any matters arising out of the Dispute.

 

27.7 Subject to clause 27.9 below, nothing the parties or the mediator say or do during the mediation procedure and no documents concerning the Dispute created for the mediation procedure, may be used in or required to be produced in any court proceedings concerning the Dispute.

 

27.8 The parties must pay the mediator's costs and expenses equally, unless the mediator determined otherwise.

 

27.9 Nothing in this Agreement shall prejudice the right of a party to institute proceedings to enforce payment due under this Agreement or to seek injunctive or urgent declaratory relief.

 

27.10 The parties must continue to perform their obligations under this Agreement, despite the reference of any Dispute to mediation so as to ensure the uninterrupted continuation of this Agreement, unless the subject matter of the Dispute is such that it prevents the uninterrupted continuation of the Agreement. 

28. Miscellaneous

28.1 Costs. Each party will bear their own legal and other costs and expenses (including costs and expenses relating to human resources, finance, accounts payable and management time) relating directly or indirectly to the preparation of, and performance of their respective obligations under this Agreement.

28.2 Waiver and Exercise of Rights. A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right. A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

28.3 Rights Cumulative. Subject to any express provision in this Agreement to the contrary, the rights and remedies of a party under this Agreement are cumulative and are in addition to any other rights and remedies of that party.

28.4 Consent. Subject to any express provision in this Agreement to the contrary, each party must not unreasonably refuse, delay or withhold any consent contemplated by this Agreement.

28.5 Further Assurance. Each party will promptly execute all documents and do all things that any other party from time to time reasonably requires of it to effect, perfect or complete the provisions of this Agreement and transactions contemplated by it.

28.6 Governing law and jurisdiction. This Agreement is governed by and is to be construed in accordance with the laws applicable in the State of Nevada and the competent courts in the Nevada shall have the exclusive jurisdiction in all matters relating hereto (including non-contractual disputes or claims).

28.7 Relationship. Except as otherwise expressly provided in this Agreement, nothing contained or implied in this Agreement constitutes a party the partner, agent, or legal representative of the other party for any purpose or creates any partnership, agency or trust, and no party has any authority to bind the other party in any way.

28.8 Severability. If part or all of any provision of this Agreement is illegal or unenforceable in a particular jurisdiction, such provision may be read down or severed from this Agreement to the extent of such illegality or unenforceability in that jurisdiction, and the remaining provisions of this Agreement continue in force.

28.9 Entire Agreement. This Agreement: 

(a) constitutes the entire agreement between the parties as to its subject matter; and

(b) in relation to that subject matter, supersedes any prior understanding, arrangement or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party.

28.10 Variation. PlayUp reserves the right to modify this Agreement at any time. Wherever possible, these changes will be notified to You, however it is Your responsibility to check the terms and conditions regularly. Your continued participation in the Affiliate Program after we have posted changes will constitute binding acceptance of any changes.

28.11 Interpretation. In this Agreement unless the contrary intention appears, a reference to: 

(a)   an agreement or another instrument includes any variation or replacement of either of them;

(b)   an amendment or schedule is a reference to an amendment or schedule to this Agreement and a reference to this Agreement includes a recital, amendment or schedule;

(c)   a statute, ordinance, code or other law includes regulations and other instrument under it and consolidations, amendments, re-enactments or replacements of any of them;

(d)   the word person includes a firm, body corporate, unincorporated association or an authority;

(e)   a person includes the person's executors successors, substitutes (including, without limitation, persons taking by novation) and assigns;

(f)    dollar amounts means U.S Dollars;

(g)   if the due date for the payment of money is not a Business Day, the due date will be deemed to be the next Business Day;

(h)   an agreement, representation or warranty on the part of or in favor of two or more persons binds or is for the benefit of them jointly and severally;

(i)     headings are included for convenience and do not affect the interpretation of this Agreement.