Affiliate Terms

Please read these terms and conditions (including Schedule A, and as amended by OLG from time to time, these “Affiliate Terms”) carefully before applying to become an Affiliate, as they set out our (Ontario Lottery and Gaming Corporation or “OLG”) and your legal rights and obligations in relation to our Affiliate Program. You are required to agree to these Affiliate Terms in order to become an Affiliate.

If you have any questions or comments about the OLG Affiliate Program, please contact us by writing to our Affiliate team at: Affiliate@OLG.ca.

1 Definitions and interpretation

1.1 In the Agreement:

“Acceptance Email” means an email sent by OLG to an Affiliate in accordance with Section 2.3 confirming that the applicant has been accepted into the Affiliate Program.

“Affiliate” means the person (natural or legal) specified as the applicant for our Affiliate Program on the Registration Form.

“Affiliate Program” means OLG’s website affiliate program for the OLG Website.

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

“AGCO” means the Alcohol and Gaming Commission of Ontario.

“Agreement” means the agreement between OLG and the Affiliate incorporating these Affiliate Terms, the Registration Form, the Payment Addendum and the Banking Information Form (if and when received and approved by OLG), and any amendments to the agreement made in writing from time to time in accordance with the provisions hereof.

“Banking Information Form” means the form to be used by the Affiliate to provide its banking information for use by OLG to make Payments to the Affiliate.

“Bonuses” means the initial wager of all and any bonuses granted by OLG to Leads that are redeemable into cash by the Leads pursuant to the terms and conditions applied by OLG to the relevant bonus promotion.

“Chargebacks” means any wager placed by a Lead which was placed from funds that were disputed and reversed by a credit card or bank card issuer or other funding entity as having been deposited into the Lead’s player account wallet (credit card charge back).

“Effective Date” means the date the Agreement comes into force as specified in Section 2.

“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, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

“Game Providers” the entities providing the games of chance offered through the OLG Website.

“Gross Gaming Revenue” means the total of all wagers made by the Leads through the OLG Websites (with the exception of jackpot contributions) minus the total of all sums recorded as winnings to Leads (with the exception of jackpot payouts).

“GST/HST” means Goods and Services Tax or Harmonized Sales Tax under the Excise Tax Act (Canada) and includes any successor or replacement sales tax.

“iGaming Standards” means the Registrar’s Standards for Internet Gaming, as amended or replaced from time to time. (See: https://www.agco.ca/lottery-and-gaming/guides/registrars-standards-internet-gaming)

“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 include copyright and related rights, moral rights, URLs, domain names, social media handles and identifiers, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade-marks, service marks, passing off rights, unfair competition rights, patents, design patents, industrial designs, utility models, semi-conductor topography rights and rights in designs).

“Leads” means individuals who enter the OLG Site from an Affiliate Website via a Link: (a) who provide registration information to OLG or the third-party provider managing the OLG Website (including without limitation the provision to OLG of a valid email address); and (b) for whom OLG or the third party provider managing the OLG Website opens a new verified customer account, provided that an individual customer shall cease to be consider a “Lead” for purposes of the Agreement, thirty-six (36) months after their registration on the OLG Website.

“Link” means a hyperlink (whether embedded in text or an image or otherwise) from the Affiliate Website to the OLG Website in the form, of the design, and in a position on the Affiliate Website specified by OLG.

“Net Gaming Revenue” means Gross Gaming Revenue minus: (i) Bonuses; (ii) Refunds; (iii) Chargebacks; (iv) charges (other than Chargebacks) levied by electronic payment or credit card organizations; (v) amounts paid to Game Providers; (vi) taxes; and (v) in OLG’s discretion, disbursements for other expenses incurred to provide the games of chance through the OLG Website.

“OLG Data” means all data which is received from or on behalf of OLG or which relates to OLG, including information and any analytics regarding any Link or Links, any Lead or Leads, the Payments or the breakdown thereof, or the terms of the Agreement.

“OLG Policies” refers to OLG policies, provided to the Affiliate in writing from time to time (including by email delivery), interpreting the laws, regulations, standards, codes and guidelines applicable to OLG’s operations, including the standards promulgated by the AGCO under the Gaming Control Act, 1992, and prescribing rules for and limitations on the use of OLG trade-marks and brands and other trade-marks and brands licensed for use by OLG.

“OLG Website” means: (a) the website accessible via the URL www.OLG.ca, any other internet website(s) owned and/or operated by or on behalf of OLG and or any other URL operated by or on behalf of OLG and/or OLG’s subsidiaries; (b) the mobile telephone, smart phone, tablet (and similar wireless device) compatible website and applications operated by or on behalf of OLG; and (c) any and all other OLG platforms and distribution channels, in each case through which OLG offers games of chance to Leads.

“Parties” means the Affiliate and OLG. The Affiliate and OLG may be referred to individually as a “Party” or collectively as the “Parties”.

“Payment” means the payment, based on our prior written election, of: (i) a one-time bounty payment for each new Lead that deposits funds with OLG and satisfies the Payment Trigger; and/or a predetermined percentage of Net Gaming Revenue in respect of the applicable OLG product lines mutually agreed to by the Parties and as set out in the Payment Addendum earned from each Lead who has satisfied the Payment Trigger (“NGR Share”); or (ii) some other form of payment.

“Payment Addendum” means the document setting out the form and amount of Payment applicable to an Affiliate, as mutually agreed to by the Parties in writing.

“Payment Trigger” means a wager on the OLG Website: (i) made in respect of an eligible OLG product line (as agreed by the Parties in the Payment Addendum) which is not funded by any bonuses granted by OLG (pursuant to the terms and conditions applied by OLG to the relevant bonus promotion); and (ii) which is made by a Lead who first visited the OLG Website by means of a Link and who made such wager within 30 days of the date of that first visit.

“Personal Information” means any information relating to an identified or identifiable natural person.

“Prohibited Materials” means content, works or other materials that OLG determines (acting reasonably) constitute:

  1. indecent, obscene, pornographic or lewd material;
  2. material that breaches any applicable laws, regulations, legally binding codes or OLG Policies;
  3. material that infringes any third party intellectual property rights or other rights;
  4. material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
  5. computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or
  6. spam or bulk unsolicited email.

“Refunds” means any scenario where the wager by a Lead is refunded to the Lead’s player account (e.g. system failure resulting in decision (whether automated or manual) to return the wager to the Lead, net of wager and winnings being reversed).

“Registrar” means the Registrar established under the Alcohol, Cannabis and Gaming Regulation and Public Protection Act, 1996.

“Registration Form” means the HTML form on the OLG Website, enabling users to apply to become Affiliates.

“Term” means the term of the Agreement as set forth in Sections 2.3 and 2.4.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.

1.3 The Section headings do not affect the interpretation of the Agreement.

1.4 All references herein to currency or to dollars are references to Canadian dollars (CAD).

1.5 For the purposes of this Agreement, unless otherwise stated, the terms “include” and “including” shall be construed as “includes without limitation” and “including without limitation,” as the case may be, and shall not be deemed limited by the specific enumeration of items.

2 The Agreement

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

2.2 If the applicant makes any input errors during the application process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3 The Agreement will come into force if and on the date OLG sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form and the submission of a completed Payment Addendum, each by the Affiliate.

2.4 The Agreement will continue in force indefinitely, unless and until terminated in accordance with Section 11.

2.5 In the event of any conflict or inconsistency between any provision of these Affiliate Terms and any of such other terms, conditions, policies, statements and explanations of the other documents forming the Agreement, the order of precedence shall be in the following descending order:

  1. these Affiliate Terms;
  2. the Payment Addendum (unless a conflicting or inconsistent term specifically indicates that such term overrides these Affiliate Terms);
  3. the Banking Information Form; and
  4. the Registration Form.

3 Affiliate Program

3.1 The Affiliate will within fourteen (14) 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.

3.2 The Links shall at all times comply with applicable laws, regulations, legally binding codes, including the iGaming Standards, and the OLG Policies, and the Affiliate will immediately rectify any failure of the Links to so comply.

3.3 OLG may from time to 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 OLG’s trade-marks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 days of the request.

4 Affiliate Obligations

4.1 The Affiliate will provide OLG with:

  1. such co-operation as is required by OLG (acting reasonably) in connection with the Affiliate Program; and
  2. all information and documents required by OLG (acting reasonably) in connection with the Affiliate Program (such information and documents must be true, accurate and complete).

4.2 The Affiliate must:

  1. keep the Affiliate Website up-to-date and in good working order;
  2. ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;
  3. ensure that the performance of its obligations and the exercise of its rights under this Agreement, complies with applicable laws, regulations, standards, any applicable codes of practice, and good industry practice generally, and complies with the OLG Policies and with the obligations of OLG as an operator under the iGaming Standards; and
  4. more specifically, ensure that the operation of the Affiliate Website and all marketing of or relating to the Affiliate Website (both online and offline) complies with the OLG Policies and the obligations of OLG as an operator under the iGaming Standards, and in particular with the following standards from the iGaming Standards: 1.21, 2.03, 2.04, and 2.05. Affiliate hereby represents, warrants and covenants that it is not and shall not in any way market, or promote or provide any links or referrals to any online gaming sites that, without an AGCO registration, facilitate or accept wagers from players in Ontario. The list of operators in Ontario with an AGCO registration may be found at:(https://igamingontario.ca/en/player/regulated-igaming-market.
  5. promptly correct any information or document provided by the Affiliate pursuant to Section 4.1(b) that is not true, accurate or complete.

4.3 The Affiliate must not:

  1. include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;
  2. market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods;
  3. increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method;
  4. make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of OLG;
  5. include any hyperlink to the OLG Website from the Affiliate Website that is not a Link; or
  6. include any reference to OLG or the OLG Website on the Affiliate Website which may be deemed as negative;

4.4 The Affiliate will not 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 OLG and/or the OLG Website. The Affiliate shall not include any reference to OLG on the Affiliate Website without the prior written approval of OLG, not to be unreasonably withheld.  The Affiliate shall not make any other use, of or reference to, or acquire any interest in, “OLG” or to other OLG trade-marks or brands or to other trade-marks or brands licensed for use by OLG or of any derivatives thereof (including, without limitation, in any: social network handles or domains; blog domains; other domains; profile names; display names; keywords; keyword phrases; URLs; directory names; or for purposes of search engine optimization) without the prior written approval of OLG.  The foregoing restriction shall not apply to trade-marks or brands licensed for use by other AGCO registered operators in Ontario, provided that such trade-marks or brands are used in accordance with the applicable owners’ or licensors’ terms of use.

4.5 Affiliate: (i) shall provide end users with any disclosure of its affiliate relationship with OLG which may be required by applicable law; (ii) shall have a cookie policy which is clearly disclosed to end users; (iii) shall obtain the consent of end users to the insertion of cookies or other tracking codes on the end users’ devices; and (iv) shall not modify, impair, disable or otherwise interfere with any cookies, tracking codes and/or other technology required by OLG or its designated affiliate network service provider in order to ensure proper tracking.

4.6 Affiliates must not “spam” and/or use unsolicited email. If OLG reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, OLG, may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

4.7 Each Affiliate is and will always remain responsible for the quality and origin of the traffic that it provides to OLG’s Website. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to OLG, OLG may, in its sole discretion, immediately terminate such Affiliate’s Participation in the Affiliate Program.

4.8 If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to OLG’s Website, OLG may issue a written warning to 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 OLG’s Website, OLG may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

4.9 Affiliates are not permitted to copy any other affiliate’s website. OLG reserves the right to suspend and/or terminate an Affiliate’s participation in the Affiliate Program if they are found to have copied another affiliate’s website.

4.10 Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all visitors.

4.11 Affiliate represents, warrants and covenants that it will not: (i) in any way market, or promote, or provide links or referrals to any online gaming sites that, without an AGCO registration, facilitate or accept wagers from players in Ontario; or (ii) communicate gambling inducements, bonuses or credits through any advertising or marketing. If OLG suspects the Affiliate is breaching either of these covenants then OLG shall:

  1. notify the Affiliate of the suspected breach and require that the Affiliate remove all breaching content and/or links from the Affiliate Website pending the resolution of the suspected breach;
  2. investigate, with the assistance of the Affiliate, whether the Affiliate is in fact in breach, and work with the Affiliate to immediately confirm and rectify any non-compliance; and
  3. in the event that any non-compliance is not immediately rectified, OLG shall terminate the Agreement. The Affiliate shall have no right to receive any Payments in respect of any period during which the Affiliate is not in compliance with these covenants.

4.12 The Affiliate shall immediately notify OLG in writing if the Affiliate becomes aware of any circumstance in which the conduct of the Affiliate, if engaged in by OLG, could constitute a breach of any of OLG’s obligations as an operator under the iGaming Standards, and in particular Standards 1.21, 2.03, 2.04, or 2.05 thereof, and shall work diligently to rectify any such breach in collaboration with OLG. A failure to comply with this provision shall be grounds for immediate termination of the Agreement. The Affiliate shall have no right to receive any Payments in respect of any period during which the conduct of the Affiliate, if engaged in by OLG, would not be in compliance with OLG’s obligations as an operator under the iGaming Standards.

4.13 Affiliates are prohibited from collecting more information from or about end users than is required for the purposes of the Agreement and are prohibited from collecting and shall not collect or process, or attempt to collect, any Personal Information from or about any Lead or any individual who uses or expresses any interest in a Link. In particular, Affiliates shall not collect IP addresses or attempt to use IP addresses or any other available information to identify such individuals, or to use or to attempt to use any information to connect any identifiable individuals to any Payment or Payments made in respect of such individuals.

4.14 The Affiliate shall: (i) keep all OLG Data strictly confidential; (ii) minimize its collection and the retention of OLG Data to that strictly required for its internal purposes; (iii) not share any OLG Data or any information, analysis or analytics regarding or incorporating information regarding the performance of the Links or the Leads with any other person; and (iv) shall at all times comply with the Security Standards in Schedule A (Security Requirements) to these Affiliate Terms.

5 Intellectual Property Rights

5.1 OLG grants to the Affiliate during Term a non-exclusive, royalty-free licence to reproduce electronically and publish only the Links (including any OLG trade-marks and brands contained therein), in compliance with these Affiliate Terms, on the Affiliate Website with a view to attracting individuals in Ontario who are eligible to wager on the OLG Website.

5.2 OLG does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability of the Affiliate.

6 Payments

6.1 The form of Payment applicable to the Affiliate will be as set out in the Payment Addendum. OLG shall make Payments to the Affiliate to the bank account specified by the Affiliate in its Banking Information Form. The Affiliate will not be entitled to any Payment until a completed Banking Information Form has been submitted by the Affiliate and approved by OLG (acting reasonably).The Affiliate may update its bank account information by providing and confirming the change to its Banking Information Form.

6.2 As provided for in this Section 6, OLG will make Payments to the Affiliate, on the terms set out in the Payment Addendum and to the account specified in its Banking Information Annex, in respect of each Lead, whose satisfaction of the Payment Trigger has been verified by OLG (acting reasonably). Each Payment will reflect the amounts set out in the monthly report provided to OLG by its designated affiliate network service provider, which report may be accessed and verified by the Affiliate directly from the website of the designated affiliate network service provider. In circumstances where: (i) Payment applicable to the Affiliate is based on an NGR Share; and (ii) Net Gaming Revenue in a given month is negative, OLG will not deduct the negative amount from calculation of Net Gaming Revenue for the subsequent month, for the purpose of determining the Payment amount payable to the Affiliate in respect of the subsequent month.

6.3 OLG will account to the Affiliate for all Payments due in respect of a calendar month within forty-five (45) days of the end of the following calendar month, unless the amount due is less than 100 CAD, in which case the Payments may be held over to the next payment date.

6.4 All Payments stated in or in relation to the Agreement are exclusive of any applicable GST/HST. If an Affiliate is a registrant for GST/HST the invoice provided to OLG for payment must include the GST/HST amount along with the Affiliate’s GST/HST registration number.

6.5 To the extent required by any applicable law, OLG will withhold from any Payment to a non-resident, an amount equivalent to any applicable withholding tax. For clarity, if OLG is required by law to deduct withholding tax or any other taxes or duties from any Payments, then OLG will deduct such amounts from the Payments before paying the remaining amount to the Affiliate.

6.6 Payments to the Affiliate will generally be made in Canadian dollars (CAD) by bank transfer (electronic funds transfer, wire transfer or another form of bank transfer) using the payment details provided by the Affiliate on the Banking Information Form. However, Payments made to Affiliates located in the United States of America which have not provided a CAD account, shall be made in United States Dollars (USD) at the exchange rate applied by OLG for the time the Payment is made to such Affiliate.  OLG reserves the right to deduct from Payments any amounts (for example, wire transfer charges) charged by financial intermediaries to facilitate the transfer of Payments to the Affiliate.

6.7 No Payments will be due in respect of:

a. any wagers on the OLG Website made by or on behalf of: 

  • (i) the Affiliate;
  • (ii) any parent undertaking or subsidiary of the Affiliate;
  • (iii) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
  • (iv) by any natural person related to any of the above

b. any amount received by OLG by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; or

      •  

c. any purchases on the OLG Website which are subsequently cancelled, refunded, reversed, or charged-back (and OLG will be entitled to require repayment of Payments made as a result of such purchases).

6.8 Both before and after termination, OLG will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to OLG whether under the Agreement or otherwise, and against any loss or damage suffered by OLG whether in relation to the Agreement or otherwise arising out of the Affiliate’s acts or omissions.

7 Warranties

7.1 Each Party warrants to the other Party:

  1. that it has the legal right and authority to enter into and perform its obligations under the Agreement; and
  2. that it will perform its obligations under the Agreement with reasonable care and skill.

7.2 All of the Parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

8 Indemnity

The Affiliate will indemnify and keep indemnified OLG, and OLG’s officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Affiliate of any term of the Agreement.

9 Liability

9.1 Nothing in the Agreement will exclude or limit the liability of either Party for:

  1. death or personal injury caused by that Party’s negligence;
  2. fraud or fraudulent misrepresentation on the part of that Party; or
  3. any other liability which may not be excluded or limited under applicable law. 

9.2 Subject to Section 9.1, OLG’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 as follows:

a. OLG will not 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,  or
        • (v) indirect, special or consequential loss or damage;

b. OLG will not be liable for any losses arising out of a Force Majeure Event;

c. OLG’s liability in any calendar year will in no circumstances exceed the total amount paid (or, if greater, payable) by OLG to the Affiliate under the Agreement during that calendar year; and

d. OLG’s aggregate liability will in no circumstances exceed the total amount paid (or, if greater, payable) by OLG to the Affiliate under the Agreement.

10 Force Majeure Events

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

10.2 A Party who 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 the Agreement, will promptly notify the other.

10.3 The affected Party will take reasonable steps to mitigate the effects of the Force Majeure event.

11 Termination

11.1 Either Party may terminate the Agreement forthwith at any time by giving written notice to the other Party.

11.2 OLG may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:

  1. commits any breach of any term of the Agreement;
  2. becomes insolvent or enters into any insolvency process or procedure; or
  3. (where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

11.3 If an Affiliate does not generate any registrations for OLG for greater than a twelve (12) month period, OLG may terminate the Agreement with or without notice to Affiliate;

12 Effects of termination

12.1 Upon termination of this Agreement all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Sections 1, 8, 9, 12 and 13.

12.2 If the Agreement is terminated by OLG under Section 11.2, OLG will not have any obligation to make any further Payments to the Affiliate.

12.3 Subject to Section 12.2:

  1. OLG will pay to the Affiliate all Payments accruing on or before the date of termination of the Agreement in accordance with the terms of the Agreement (but the Affiliate shall have no rights to receive any Payments in respect of any Payment Triggers or wagers made after the date of termination); and
  2. termination of the Agreement will not affect either Party’s accrued rights as at the date of termination.

12.4 Provided that OLG has paid or does pay to the Affiliate such sums as are properly due and owing at the date of termination, which shall be subject to any rights OLG may have to make deductions whether under the Agreement or otherwise, OLG shall have no further liability to pay the Affiliate any further sums.

12.5 Upon termination of this Agreement, the Affiliate must return to OLG and thereafter destroy and purge all OLG Data (including all backups), at no additional cost to OLG, whether such OLG Data is the possession or under the control of the Affiliate.

13 General

13.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by email, for the attention of the relevant person, and to the relevant address, or email address specified on the Registration Form (in the case of the Affiliate) or, in the case of OLG, Affiliate@OLG.ca (or as notified by one Party to the other in accordance with this Section).

13.2 A notice will be deemed to have been received at the relevant time set out below:

  1. where the notice is delivered personally, at the time of delivery;
  2. where the notice sent by first class post, 48 hours after posting; and
  3. where the notice sent by email, at the time of the transmission (provided the sending Party retains written evidence of the transmission).

13.3 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

13.4 If a Section of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Sections of the Agreement will continue in effect. If any unlawful and/or unenforceable Section would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Section will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant Section will be deemed to be deleted).

13.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the Parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the Parties.

13.6 The Agreement may be varied by OLG posting a new version of the Affiliate Terms on the OLG Website and notifying the Affiliate by email or otherwise in writing that the Agreement has been varied. The Affiliate’s continued participation in the Affiliate Program after the sending of such a notice will constitute the Affiliate’s acceptance of the Agreement, as so varied. The Payment Addendum cannot be varied unless by further written agreement signed by a duly authorized representative of each of the Parties.

13.7 OLG may freely assign its rights and obligations under the Agreement without the Affiliate’s consent.

13.8 The Agreement is made for the benefit of the Parties, and is not intended to benefit any third Party or be enforceable by any third Party. The rights of the Parties 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.

13.9 The Agreement constitutes the entire agreement and understanding of the Parties 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. Subject to Section 9.1.

13.10 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract, without regard to conflict of laws principles. Both Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

Security Requirements

This Schedule A to the Term and Conditions sets forth the security requirements which are be complied with by the Affiliate in its performance of its obligations under the Agreement. Initially capitalized terms which are used but not defined in this Schedule A have the meaning ascribed to them in the body of the Affiliate Terms.

  1. SECURITY STANDARDS

The Affiliate shall ensure that the Affiliate systems and its performance of its obligations under the Agreement at all times perform and comply with the following requirements and obligations, as they may be supplemented, amended and updated from time to time (collectively, the “Security Standards”).

The Affiliate has implemented and during the Term will maintain, enforce, and regularly review and update, all electronic, physical and organizational security procedures, measures and controls, including the Information Technology Security Program, and such further internal security and back-up procedures, measures and controls that would be reasonably expected to be sufficient to protect against, identify and minimize the impact of any information security incident, and to ensure compliance by the Affiliate with the Agreement. The Affiliate will ensure that any subcontractors are contractually bound to observe and comply with all such security procedures, measures and controls in respect of the computing services being provided, or other data or information relating to Affiliate’s performance of its obligations under the Agreement.

  1. INFORMATION SECURITY INCIDENTS

2.1 Possible Information Security Incident

In the event that the Affiliate becomes aware that an information security incident affecting any Link, any Lead or any OLG Data may possibly have occurred, the Affiliate will:

  1. immediately notify OLG in writing of the circumstances including all available information about the nature, extent and other particulars of such alleged or suspected information security incident and thereafter provide to OLG, in writing, updates to such information in the manner and according to the timetable required by OLG; and
  2. diligently take all steps necessary to determine, as soon as reasonably possible, whether or not any information security incident has occurred.

2.2 Information Security Incident Response

Upon the Affiliate becoming aware of any information security incident, the Affiliate will, at its expense:

  1. immediately notify OLG in writing of the information security incident, which notice will include reasonable detail (to the extent reasonably available) about the nature, extent and other particulars of such information security incident; and
  2. promptly and diligently take all steps reasonably required, or that are reasonably requested by OLG, to protect against, identify, investigate, analyse, mitigate, respond to and otherwise remediate any information security incident (including taking all commercially reasonable steps to enforce against any person that is or may be engaging in activities relating to the information security incident any rights, recourse, or other remedies that the Affiliate has to require such person to cease such activities relating to the information security incident).

2.3 Information Security Incident Management

Without limiting any other provision of the Agreement, if requested by OLG, acting reasonably, appropriate representatives of the Parties will meet from time to time to discuss and review any actual, potential or historical information security incident, including the results (whether or not final) of any investigation, analysis, mitigation, response or remediation undertaken or caused to be undertaken by or on behalf of the Affiliate in connection therewith, including the nature, scope and root cause of any information security incident (to the extent the information is reasonably available), and any actions, plans or strategies to prevent, investigate, analyse, mitigate, respond to or remediate any information security incident.

  1. INFORMATION TECHNOLOGY SECURITY PROGRAM

The Affiliate shall at all times during the Term have in place a complete information technology security program (the “Information Technology Security Program”) governing all aspects of information technology security governance and compliance and will ensure that such program is supported with adequate skilled resources and expertise. The Affiliate’s Information Technology Security Program is to assist the Affiliate to best ensure that no information security incident occurs and to minimize the impact of any actual, suspected, or potential information security incident. the Affiliate will ensure that the Information Technology Security Program is aligned with widely accepted industry standards, such as ISO 27001, and contains well defined roles and responsibilities. More specifically, the Affiliate will include the following in its Information Technology Security Program:

3.1 Encryption and Secure Information Exchange

Affiliate will encrypt sensitive information both at rest and in transit.  Sensitive information includes information about Payments, the Leads, traffic to the Link and other OLG Data.

3.2 Vulnerability and Patch Management

Affiliate will have a vulnerability management program to actively seek out and identify vulnerabilities. In connection with the foregoing, Affiliate will establish and maintain a policy which governs patch management and uses a patching process and methodology which incorporates vulnerability management reporting and metrics.

3.3 Third Parties

Affiliate will restrict access by third parties to Affiliate systems.

Affiliate will ensure the security and integrity of information technology services provided by third parties and will ensure that third party providers of information technology services are governed by substantially the same security principles, standards, policies, and procedures that govern Affiliate, including the Security Standards.

3.4 Data Handling and Integrity

Affiliate will handle electronic forms of sensitive information in a manner that ensures data quality and integrity, including adequate definition, classification and defined retention and destruction times for such data. Affiliate will ensure the integrity for all Affiliate systems that use, transmit or store electronic forms of such data.

Affiliate will ensure the secure disposal and complete removal of electronic forms of OLG Data, and any other sensitive information of OLG, from all electronic storage media, in accordance with applicable record retention requirements, with such mechanisms being sufficient to ensure compliance with the best industry practices, applicable laws and the Agreement.