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Please
read the Virginia Lottery (“Lottery”) Online Lottery Affiliate Program’s
Terms and Conditions (“Terms and Conditions”) carefully before applying to
become an Affiliate, as they set forth the Lottery’s and Your legal rights
and obligations in relation to the Affiliate Program. You will be required to
agree to these Terms and Conditions before becoming an Affiliate.
If
you have any questions or comments about the Virginia Lottery Online Lottery Affiliate
Program (“Affiliate Program”), please contact the Affiliate Program Manager at Affiliates@valottery.com.
1. Definitions
In the
Agreement:
“Acceptance
Email” means an email sent by the Lottery to an Affiliate applicant confirming
that the applicant has been accepted into the Affiliate Program.
“Affiliate”
means an individual (natural or legal) specified as the applicant for the
Affiliate Program on the Registration Form and which has been approved for
participation in the Affiliate Program.
“Affiliate-Acquired
Customer” means any individual who becomes a Registered Player using the
Link or Promotional Code assigned to the Affiliate by the Lottery. The
individual is considered an Affiliate-Acquired Customer for a period of five
(5) years or sixty (60) months from the date on which the individual becomes
a Registered Player using the Link or Promotional Code assigned to the
Affiliate by the Lottery.
“Affiliate
Property” applies to brick and mortar Affiliates and refers to the
physical location owned or operated by the Affiliate, and as identified on
the Registration Form, in which the Affiliate will display Lottery-approved
Marketing Materials.
“Affiliate
Website” means
the website or websites owned and operated by the Affiliate and specified on
the Registration Form.
“Affiliate
Program” means
the Virginia Lottery Affiliate Program for promoting online lottery play on
the Virginia Lottery Website.
“Affiliate
Program Manager” means
the designated contact personnel for the Lottery regarding the Affiliate
Program.
“Affiliate
Program Service Provider” refers to the vendor that provides the Virginia
Lottery’s Affiliate Program;
“Agreement” means
the written agreement setting forth the Affiliate’s rights and
responsibilities related to its participation in the Affiliate Program. The
Agreement consists of the Registration Form, the Acceptance Email, and these
Terms and Conditions, which may be amended from time to time. The Agreement
also includes emails from the Lottery to the Affiliate specifically amending
these Terms and Conditions.
“Effective
Date” means the date the Agreement comes into force as specified by the
date of the Acceptance Email.
“Force
Majeure Event” means an event, or a series of related events, that is
outside the reasonable control of the party affected including failures of or
problems with the internet or a part of the internet, hacker attacks, virus
or other malicious software infections or attacks, power failures, industrial
disputes affecting any third party, changes to the law, pandemics or
diseases, measures of any governmental authority, disasters, explosions,
fires, floods, riots, terrorist attacks and wars.
“Intellectual
Property Rights” means all intellectual property rights wherever in the
world, whether registered or unregistered, including any application or right
of application for such rights and the “intellectual property rights”
referred to above including copyright and related rights, moral rights,
database rights, confidential information, trade secrets, know-how, business
names, trade names, domain names, trademarks, service marks, passing off
rights, unfair competition rights, patents, petty patents, utility models,
semi-conductor topography rights and rights in designs.
“Link”
means a hyperlink specific to the Affiliate, whether embedded in text or an
image or otherwise, to the Virginia Lottery Online Lottery Website in the
form of the design and in a position on the Affiliate Website as approved by
the Lottery.
“Lottery
Account” means
the account created by an individual on the Virginia Lottery website through
which a Player purchases Lottery Products.
“Marketing
Materials” means those pamphlets, flyers, advertising, etc., as created
and provided by the Lottery for placement at the Affiliate Property and which
will contain a Promotional Code associated with a specific Affiliate.
“Net
Gaming Revenue” means the total monthly amount wagered by Affiliate
Acquired Players less prizes, bonuses, chargebacks and credits.
“Operator”
refers to vendor that operates and maintains the Virginia Lottery gaming system.
“Payments”
means compensation due to the Affiliate under the terms of this Agreement.
“Payment
Criteria” means
the minimum players, deposits and/or wager requirements as set forth in the Compensation
Models described in paragraph 3 below.
“Payment
Trigger” means wagers placed by an Affiliate-Acquired Customer on the Virginia
Lottery website. Initial deposit and wager requirements under the cost per
acquisition compensation model and the hybrid compensation model are
specifically excluded from this definition.
“Prohibited
Materials” means content, works or other materials that the Lottery determines,
in its sole discretion, constitutes:
· Material that
is indecent, obscene, pornographic or lewd;
· Material that
breaches any applicable laws, regulations or Virginia Lottery policies;
· Material that
infringes any third-party intellectual property rights or other rights;
· Material that
is offensive or abusive, or is likely to cause annoyance, inconvenience or
anxiety to another internet user;
· Computer
viruses, spyware, trojan horses or other malicious or harmful routines,
programs or software;
· Spam,
unsolicited email and/or unsolicited communications;
· Material that
promotes violence, discrimination, or illegal activities;
· Material that
violates the Virginia Lottery’s Affiliate Program Advertising Style Guide;
· Material that
targets individuals under the age of 18; and/or
· Any material
that the Virginia Lottery finds, in its sole discretion, to be objectionable
and/or inappropriate.
“Promotional
Code” means
a code generated by the Virginia Lottery for use by Affiliates. If a custom
Promotional Code is generated for an Affiliate, a customer becomes an
Affiliate-Acquired Customer using the code assigned to the Affiliate during
the Virginia Lottery Online Lottery player account registration process.
“Registered
Player” or “Customer” means any eligible person who successfully
establishes a Lottery Account through the Virginia Lottery Online Lottery Website,
has accepted the applicable terms and conditions, and has completed the
registration process by successfully passing all age and identity
verification processes.
“Registration
Form” means an electronic form accessible from the Virginia Lottery
Website enabling users to apply to become Affiliates.
“Retailer” means any
individual who has applied for and been approved for licensure by the Virginia
Lottery as a lottery sales agent under Virginia Lottery Laws (Chapter 40
(§58.1-4009 and §58.1-4010) of Title 58.1 of the Code of Virginia.
“Skrill” means the
payment processor between the Affiliates and the Operator/Affiliate Program
Service Provider.
“Terms”
means the terms and Conditions of this Agreement.
“Virginia Lottery
Online Lottery Website” or “Website” means the website accessible
via the URL www.valottery.com.
2. Application
and Agreement
A. n
order to apply to become an Affiliate, the applicant must complete and submit
the Registration Form and accept these Terms and Conditions during the
registration process.
B. If the
applicant makes any input errors during the registration process, all errors
must be identified and corrected by the applicant before the Registration
Form is completed.
C. An
Agreement is not established unless and until the applicant receives an
Acceptance Email from the Lottery confirming the applicant’s ability to
participate in the Affiliate Program.
D. The
Agreement will continue in force indefinitely, unless and until terminated
pursuant to these Terms and Conditions, as amended from time to time, or by
operation of law.
E. The
following individuals are prohibited from applying for and/or becoming an
Affiliate:
· A Virginia
Lottery Board member;
· An officer or
employee of the Lottery;
· A member of
the same household as a Virginia Lottery Board member or an officer or
employee of the Lottery;
· An officer or
employee of a contractor or subcontractor who is directly involved in the
operation of Lottery or the provision of Lottery-related services;
· A business or
other legal entity which is owned by an officer or employee of the Lottery,
or a contractor or subcontractor who is directly involved in the
operation of Lottery or the provision of Lottery-related services;
· A business or
other legal entity which is owned by a spouse, child, brother, sister or
parent residing as a member of the same household as an officer or employee
of the Lottery, or a contractor or subcontractor who is directly involved in
the operation of Lottery or the provision of Lottery related services; or
· An individual
under the age of 18.
F. An
applicant is required to cooperate with the Lottery and provide information
and documentation as requested for purposes of verifying the information
provided during the registration process or, if approved as an Affiliate, for
purposes of ensuring compliance with the Affiliate Program.
G. Participation
in the Affiliate Program is at the Lottery’s discretion. An application may
be denied for any reason and the Lottery is not required to provide the
applicant the reasons for which it was denied participation in the Affiliate
Program.
H. During
the registration process for the Affiliate Program, the applicant is required
to choose its compensation model in the Affiliate Program. The compensation
model directly impacts the compensation the Affiliate will receive. An
Affiliate may request to change its compensation model at any time, but all
such requests must be specifically approved by the Lottery. Such a request
may be denied for any reason.
I. If
information required and supplied during the registration process
subsequently changes during the Term, the Affiliate is required to provide
the Lottery with updated information within fifteen (15) calendar days of the
changes. The Lottery has the right to terminate this agreement with the
Affiliate based on the changes.
J. Non-US
Affiliates will be required to complete an IRS Form W-8BEN-E upon
registration.
3. Compensation
Models
Revenue
Share Compensation Models will be calculated based on Net Gaming Revenue for
the total number of Affiliate Acquired Players, including previous Affiliate
Acquired Players, in a given month that can be specifically attributed to the
Affiliate only. The Commission percentage structure is based upon Acquired
Players who funded their Lottery Accounts (First Time Deposits or FTDs). The Commission
percentage structure will not apply to Registered Players who did not fund
their Lottery Account. If an Affiliate’s attributable Net Gaming Revenue is
less than zero in any given month, the Commission Payment amount will be
zero. There is no Negative Carryover of Net Gaming Revenue to the next month
and the Affiliates start back at zero each month.
Affiliates
are required to choose one of the following compensation models: Tiered Revenue
Share (“RS”)
1.
15% RS up to 9 First Time Deposits (“FTDs”) per
month
2.
17.5% RS from 10 to 19 FTDs per month
3.
20% RS for 20 to 49 FTDs per month
4.
25% RS for 50 or more FTDs per month
RS is for five (5) years or sixty (60) months.
Fixed 25%
RS
·
If an Affiliate refers 50 or more FTDs for three
(3) consecutive months, or average 50 or more FTDs over three (3) consecutive
months, that Affiliate will then be moved to a Fixed 25% RS.
·
If an Affiliate under a Fixed 25% RS model is
unable to refer a minimum of 50 or more FTDs per month over three (3)
consecutive months, that Affiliate will then be moved to the default Tiered
Revenue Share.
Cost Per Action
(“CPA”)
·
$85 CPA
·
Player Requirements: $10 minimum deposit and
$10 play (wager)
Hybrid
·
$50 CPA + 10% RS
·
Player Requirements: $10 minimum deposit and
$10 play (wager)
RS
is for five (5) years or sixty (60) months.
4. Affiliate
Program
A. If the Affiliate
has agreed to place the Link on the Affiliate Website, the Affiliate will,
within seven (7) calendar days following the Effective Date, include one or
more Links on the Affiliate Website and will maintain those Links on the
Affiliate Website during the Term. Removal of those Links may lead to a
suspension or termination of the Affiliate’s Agreement under paragraph 12.
B. The Lottery
may, at any time during the Term, request amendments to the Links and/or the
Affiliate Website, for the purpose of ensuring consistency and quality in the
use of the intellectual property and branding of the Lottery and third
parties. The Affiliate will make such amendments within three (3)
calendar days of the request. The Affiliate is required to make these
amendments at the Affiliate’s sole cost and expense. Failure to make
such amendments may lead to suspension or termination of the Affiliate’s
Agreement under paragraph 12.
C. A Registered
Player may not be associated with more than one Affiliate. As a result, the
Affiliate will only receive a Payment where the Registered Player has not
already accessed the Website and become a Registered Player through any other method, including
using another Affiliate’s Link. The Lottery reserves the right to adjust
compensation due under this Agreement to the Affiliate if the Operator and/or
the Lottery determine that one or more Registered Players are associated with
more than one Affiliate.
D. If the
Affiliate has agreed to display Lottery Marketing Materials at the Affiliate
Property, the Affiliate will, within fourteen (14) calendar days of the
Effective Date, unless otherwise agreed to by the Lottery, display the Virginia
Lottery Marketing Materials at the Affiliate Property. Removal of Marketing
Materials may lead to a suspension or termination of the Affiliate’s
Agreement under paragraph 12.
E. The Lottery
may at any time request updates to the Marketing Materials at the Affiliate
Property. The Lottery will provide the Marketing Materials that are required
to be displayed. Any changes to the Affiliate Property to accommodate the
Marketing Materials or updates thereto shall be at the sole expense of the
Affiliate.
F. An Affiliate
is not entitled to compensation solely based on an individual becoming a
Registered Player using a Link or Promotional Code. The Affiliate is only
entitled to compensation when the Registered Player becomes a Registered
Player using a Link or Promotional Code and meets the Payment Criteria
through the Website as described in the Compensation Models in paragraph 3
above.
G. A
Registered Player will only be considered an Affiliate-Acquired Customer for
a period of five (5) years or sixty (60) months from the date on which the
individual first becomes a Registered Player using the Link assigned to the
Affiliate by the Operator. Failure of an Affiliate-Acquired Customer to
successfully fulfill the Payment Criteria shall not toll the(5) years or
sixty (60) month period.
5. Affiliate
Obligations
A. The
Affiliate must:
i. Cooperate as required by the Lottery in
connection with the Affiliate Program;
ii.
Provide all information and documents required by the Lottery in connection
with the Affiliate Program;
iii.
Ensure all marketing of, or relating to, the Affiliate Website or Affiliate
Property is in accordance with applicable law, any applicable standards as
set forth by the Lottery and generally accepted industry practices;
iv.
Ensure that all marketing and promotion of valottery.com is consistent with
the Affiliate Program Advertising Style Guide and these Terms and Conditions;
and
v.
Make amendments to the Link, the Lottery promotional materials and/or other Lottery
intellectual property within three (3) calendar days of the request to make
such an amendment.
B. If during
the registration process, the Affiliate agreed to place a Link on the Affiliate
Website, the Affiliate specifically agrees to:
i.
Keep the Affiliate Website up-to-date and in good working order; and
ii.Ensure
that the quality of design, content and functionality on the Affiliate
Website does not materially deteriorate during the Term and always maintains
consistency with the Affiliate Program Advertising Style Guide and these
Terms and Conditions, including any changes or amendments thereto.
C. If during
the registration process, the Affiliate agreed to place Marketing Materials
at the Affiliate Property, the Affiliate specifically agrees to:
i.
Replace the Marketing Materials at the request of the Lottery, as may be
requested at any time; and
ii.
Ensure the availability of the Marketing Materials at the Affiliate Property.
D. The
Affiliate must not:
i.
Include any Prohibited Materials on the Affiliate Website, or include any
hyperlink to any Prohibited Materials on the Affiliate Website;
ii.
Market the Affiliate Website using spam or unsolicited emails or other
unsolicited communications, or using any form of spyware, parasite ware,
adware or similar software, or using any other deceptive methods;
iii.
Increase or seek to increase the number of Affiliate-Acquired Customers or
Payment Trigger events using any fraudulent or deceptive method;
iv.
Make any public disclosure relating to the Agreement including press
releases, public announcements and marketing materials without the prior
written consent of the Virginia Lottery;
v.
Include any hyperlink to the Website from the Affiliate Website that is not
the Link(s) provided to the Affiliate by the Virginia Lottery
vi.
Include any reference to the Lottery and/or the Website on the Affiliate
Website which may be deemed as negative;
vii.
Take any action in connection with the Affiliate Program which might
reasonably be expected to lead to the possibility of damage to the reputation
and goodwill of the Lottery and/or the Website;
viii.Allow
any website other than the Affiliate Website to utilize the Link;
ix.
Modify, impair, disable or otherwise interfere with any tracking codes and/or
other technology required by the Affiliate Program Service Provider in order
to ensure proper tracking;
x.
Use unapproved Marketing Materials; and/or
xi.
Use phrases to describe the Lottery, www.valottery.com,
or games offered on www.valottery.com/lotteryonline on the
Affiliate Website, Marketing Materials, or at the Affiliate Property that are
not in compliance with Virginia Lottery Laws and regulations.
E. Each
Affiliate is and will remain responsible for the quality and origin of the
traffic that it provides to the Website. If an Affiliate knowingly sends
traffic of a questionable quality and/or origin to the Website, the Lottery and/or
the Affiliate Program Service Provider may, in its/their sole discretion,
immediately terminate such Affiliate’s participation in the Affiliate Program.
F. If the
Affiliate accidentally or unknowingly directs traffic of a questionable
quality and/or origin to the Website, the Lottery may issue a written warning
to the Affiliate notifying the Affiliate of the questionable
traffic. If, after three (3) written warnings, the Affiliate still
directs traffic of a questionable quality and/or origin to the Website, the Lottery
may immediately terminate such Affiliate’s participation in the Affiliate
Program.
G. The
Affiliate may not copy any other Affiliate Website.
H. The
Affiliate will comply with all applicable laws and/or regulations relating to
the use of cookies or other consumer tracking methods and will use all
necessary notification procedures regarding the use of cookies and other
tracking methods to all visitors to the Affiliate Website.
I. Violations
of the obligations set forth herein and/or these Terms and Conditions, as
periodically amended, may result in the suspension and/or termination of an
Affiliate’s participation in the Affiliate Program as referenced under
paragraph 12.
J. The
Affiliate agrees that the Lottery may send the Affiliate email relating to
the Affiliate Program to the address listed on the Registration Form.
Email shall constitute written communication under this Agreement.
K. The
Affiliate agrees that the Affiliate Program Service Provider or Operator may
monitor, record, use and disclose data to the Lottery regarding the use of
Links and Promotional Code.
L. The
Affiliate agrees that the Affiliate Program Service Provider, Operator and/or
the Lottery may monitor, review and/or investigate the Affiliate Website and
the Affiliate Property to ensure compliance with these Terms and Conditions.
6. Intellectual
Property Rights
A. The
Affiliate’s use of the Link(s) and associated Virginia Lottery intellectual
property is subject to License. Upon receipt by Affiliate of an
Acceptance Email, the Lottery grants to the Affiliate a limited, worldwide,
non-exclusive, revocable, royalty-free, non-transferable license to
electronically reproduce and publish the Link(s), which may include Virginia
Lottery trademarks and logos, on the Affiliate Website and for the sole
purpose of participation in the Affiliate Program. Any other use of the Link(s)
and/or Virginia Lottery trademarks, logos or other intellectual property is
strictly prohibited.
B.
The Affiliate Program Service Provider, Operator,
and the Lottery provide no warranty that the use of the Link(s) by the
Affiliate will not infringe any third-party Intellectual Property Rights nor
give rise to any other liability to the Affiliate.
C. The license,
as described herein, will immediately and automatically terminate when the Affiliate
is no longer an Affiliate for any reason, including termination of the Affiliate
Program, or suspension or termination of the Agreement under paragraph 12.
D. Upon
suspension or termination of the Agreement for any reason, the Affiliate is
required to:
i.
Remove any Marketing Materials and any other authorized Virginia Lottery intellectual
property from the Affiliate Property; and/or
ii.
Remove the Link(s) and any other authorized Virginia Lottery intellectual
property from the Affiliate Website.
7. Payments
A. If applicable
under the Affiliate’s compensation model, the Operator will make a Payment to
the Affiliate for each Payment Trigger verified by the Lottery and the
Affiliate Program Service Provider.
B.
If applicable under the Affiliate’s compensation
model, the Operator will make a Payment to the Affiliate for each Payment
Criteria verified by the Lottery and the Affiliate Program Service Provider.
C. The Operator
will account to the Affiliate for all Payments due for the applicable calendar
month within thirty (30) calendar days of the end of the following calendar
month, unless the amount due is less than the required minimum threshold as
described in paragraph 7(D) below, in which case the Payments may be held
over to the next payment date.
D. Payments to
the Affiliate will be made in US Dollars (“USD”) through the Affiliate
Program Service Provider’s payment processor, Skrill (using such payment
details as provided by the Affiliate on the Registration Form). Payments will
require a minimum threshold of $25 USD and the Affiliate’s agreement to any
terms and conditions required by Skrill. Payments can also be made via
ACH/Bank Transfer from the Affiliate Program Service Provider’s Skrill
Account, with a minimum threshold of $250 USD. The Skrill User Profile Terms
and Conditions can be found at
https://www.skrill.com/en-us/skrill-user-terms-conditions/.
E. No Payments
will be due in respect of:
i.
Any wagers on the Website made by or on behalf of:
a.
The Affiliate;
b.
The parent company, subsidiary or affiliate of the Affiliate;
c. Any owner or officer of the Affiliate or
any parent company, subsidiary or affiliate of the Affiliate;
d. A member of the same household as the owner
or officer of the Affiliate or any parent company, subsidiary or affiliate of
the Affiliate; and/or
e. A Registered Player who established a
lottery account through the Website prior to association with the Affiliate’s
link.
ii.
Any deposits or wagers received through the Website by means of the
fraudulent or unlawful use of a credit, debit or other payment card, or by
any other fraudulent or unlawful means;
iii.
Any deposits or purchases through the Website which are subsequently
cancelled, refunded, reversed, or charged-back and the Operator will be
entitled to require repayment of Payments made as a result of such deposits
or purchases;
iv.
Any deposit or wager discovered to have been made by a person who is
self-excluded from Lottery or otherwise prohibited from making deposits or
placing wagers through the Website;
v.
Any wager by an Affiliate-Acquired Customer following the termination of the
Agreement; and/or
vi.
Any wager by an Affiliate-Acquired Customer following the conclusion of the
initial five (5) year or sixty (60) month period.
F. The Operator
will be entitled to set off any amount owed to the Affiliate against any
amount the Affiliate owes to the Lottery/Operator under the Agreement and
against any loss or damage suffered by the Lottery/Operator in relation to
the Agreement at any time, including following the termination of the
Agreement.
G. The Lottery
will be entitled to set off any amount owed to the Affiliate, where the
Affiliate is a Retailer, as defined herein, against any amount the Affiliate,
as a Retailer, owes to the Lottery.
8. Warranties
The
Affiliate warrants the following:
· It has the
legal right and authority to enter into and perform its obligations under the
Agreement; and
· It will
perform its obligations under the Agreement with reasonable care and skill.
9. Indemnity
The Affiliate
will indemnify and hold harmless the Commonwealth of Virginia, the Virginia
Lottery Board, the Virginia Lottery, the Affiliate Program Service Provider, the
Operator and their officers, employees, representatives, agents and
subcontractors, against all damages, losses and expenses, including legal
expenses, arising as a result of any breach by the Affiliate of any term of
the Agreement.
10. Liability
A. Nothing
in the Agreement will exclude or limit the liability of the Affiliate for:
i. Death
or personal injury caused by the Affiliate’s negligence;
ii. Fraud
or fraudulent misrepresentation on the part of the Affiliate; or
iii. Any
other liability which may not be excluded or limited under applicable law.
B. Subject
to paragraph 10(A) above, the Lottery’s and/or Operator's liability to the
Affiliate under or in connection with the Agreement or any collateral
contract, whether in contract or tort (including negligence), will be limited
to the Payments due pursuant to the terms of this Agreement.
C. Neither
the Operator nor the Virginia Lottery will be liable for any:
i. Loss
of profits, income or anticipated savings;
ii. Loss
or corruption of any data, database or software;
iii. Reputational
damage or damage to goodwill;
iv. Loss
of any commercial opportunity;
v. Indirect,
special or consequential loss or damage; and/or
vi. Losses
arising out of a Force Majeure Event.
D. Under
no circumstances will the Lottery, Operator and/or Affiliate Program Service
Provider be liable for any direct, indirect, consequential, incidental or
special damages arising in connection with the Affiliate Program, even if the
Lottery, Operator and/or Affiliate Program Provider have been advised of the
possibility of such damages.
11. Force
Majeure Events
A. Where
a Force Majeure event gives rise to a failure or delay in either the Lottery,
Operator, Affiliate Program Provider or the Affiliate performing its
obligations under this Agreement, those obligations will be suspended for the
duration of the Force Majeure event.
B. If
either party becomes aware of a Force Majeure event which gives rise to, or
which is likely to give rise to, any failure or delay in performing its
obligations under this Agreement, the party with knowledge of the Force
Majeure event will promptly notify the other.
C. The
affected party will take reasonable steps to mitigate the effects of the
Force Majeure event.
12. Termination
and Suspension
A. Either
the Affiliate or the Lottery may terminate the Agreement at any time and
immediately by giving written notice to the other party.
B. An
Affiliate may be suspended for any of the reasons stated in paragraphs 4(A),
4(B), 4(D), 5(I) or 6(C), for the failure to adhere to any obligations under
this Agreement, or for any other reason that the Lottery, in its sole
discretion, may deem appropriate under the circumstances. The Operator and/or
Affiliate Program Service Provider may initiate a request for suspension for
any Affiliate for any of the reasons stated in paragraphs 4(A), 4(B), 4(D),
5(I) or 6(C), or for the failure to adhere to any obligations under this
Agreement.
13. Effects
of Termination
Upon
termination of the Agreement:
· The Operator
will pay to the Affiliate all Payments arising from Registered Players
meeting the Payment Criteria or Payment Triggers activated on or before the
date of effective termination of the Agreement in accordance with the terms
of the Agreement; and
· Termination
of the Agreement will not affect either party’s accrued rights as of the date
of termination.
14. General
A. Any
notice given under the Agreement must be in writing (whether or not described
as “written notice” in the Agreement).If the notice is to the Affiliate, it
will be sent to the email address specified on the Affiliate’s Registration
Form. If the notice is to the Lottery, it shall be sent to affiliates@valottery.com
and
to the Lottery’s Office of Legal Counsel at aroper@valottery.com. Notice will
be deemed to have been received at the time of the transmission of the email
(provided the sending party retains written evidence of the transmission.)
B. In no
event will any delay, failure or omission (in whole or in part) in enforcing,
exercising or pursuing any provision of these Terms and Conditions be deemed
or construed as a waiver of that provision by the Lottery.
C. Nothing
in the Agreement will constitute a partnership, agency relationship, retailer
relationship or contract of employment between the parties. The Affiliate
will not make any statement on the Affiliate Website or at the Affiliate
Property or otherwise which expressly or impliedly suggest that there is any
such relationship between the Affiliate and the Lottery, unless the Affiliate
is a Retailer as defined herein.
D. The
Agreement may be amended by the Lottery posting a new version of the
Agreement on the Website and notifying the Affiliate in writing that the
Agreement has been amended. The Affiliate's continued participation in the Affiliate
Program after receipt of such a notice will constitute the Affiliate's
acceptance of the amended Agreement.
E. The Lottery
may assign its rights and obligations under the Agreement without the
Affiliate’s consent. The Affiliate is prohibited from assigning its rights
and obligations under the Agreement without the prior written consent of the Lottery.
F. The
Agreement is made for the benefit of the Affiliate, the Lottery and Lottery’s
vendors associated with the Affiliate Program and is not intended to benefit
any third party or be enforceable by any third party. The rights of the
Affiliate to terminate, rescind, or agree to any amendment, waiver, variation
or settlement under or relating to the Agreement are not subject to the
consent of any third party.
G. The
Registration Form, these Terms and Conditions, as amended, and the Affiliate
Acceptance Email constitutes the entire agreement and understanding between
the Lottery and the Affiliate in relation to the subject matter of the
Agreement, and supersedes all previous agreements, arrangements and
understandings between the Parties relating to the subject matter of the
Agreement. The Affiliate acknowledges that no representations or promises not
expressly contained in the Agreement have been made by or on behalf of the Lottery.
H. The
Agreement shall be interpreted in accordance with and governed by the laws of
the Commonwealth of Virginia, without giving effect to conflict of law
provisions and the venue shall be in the city of Richmond, Virginia. The
Affiliate will be solely responsible for any expenses arising from a dispute
over the Agreement including, but not limited to, attorney fees and court
costs.
I. No breach of any provision of the Agreement will be waived
except with the express written consent of the Party not in breach.
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