beIN FC - Affiliate Program Policy – beIN SPORTS | Knowledge Base

Last Updated: 06/11/2026

This Affiliate Program Policy (this “Policy”) governs your participation in the beIN FC affiliate partnership program. This Policy is incorporated by reference into the beIN FC Affiliate Partnership Agreement between beIN Sports, LLC (“beIN”) and you (collectively, the “Agreement”). Capitalized terms not defined herein have the meaning ascribed thereto in the Agreement. You may be referred to herein as “You” or “Affiliate”. beIN may be referred to herein as “we” or “beIN”. You and beIN may be referred to herein individually as a “Party” and collectively as the “Parties”.

beIN reserves the right to update this Policy at any time. Your continued participation in the Program following any such update constitutes acceptance of the updated Policy.

In the event of any conflict between this Policy and your beIN FC Affiliate Partnership Agreement, your beIN FC Affiliate Partnership Agreement shall control.

Definitions

Capitalized terms used in this Agreement shall have the meanings ascribed to them in this Policy or in your beIN FC Affiliate Partnership Agreement.

“Affiliate Link” means the unique tracking URL or referral codes assigned to Affiliate by beIN through the Platform for the purpose of attributing Subscriptions to Affiliate.

“Anti-Abuse Threshold” means the rates, patterns, or thresholds described in Section 4 of this Policy used by beIN to identify suspected Fraudulent Activity.

“Applicable Law” means all federal, state, provincial, and local laws, rules, regulations, and ordinances applicable to the performance of this Agreement, including without limitation Privacy Laws, the rules and guidelines of the Federal Trade Commission, the CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation (CASL), applicable consumer protection statutes, applicable advertising standards, and applicable economic sanctions and export control laws.

“Commission” means the fee payable by beIN to Affiliate per Qualified Subscription, as set forth in Schedule A to your beIN FC Affiliate Partnership Agreement.

“Confidential Information” means all non-public business, technical, financial, operational, and commercial information disclosed by one Party to the other in connection with this Agreement, including without limitation pricing not publicly disclosed, partner lists, subscriber data, marketing strategies, audience metrics provided by Affiliate, technical documentation regarding the Platform, and the financial terms of this Agreement.

“Cookie Window” means the period commencing upon a click on Affiliate’s Affiliate Link during which a resulting Subscription will be attributed to Affiliate, as specified in Schedule A to your beIN FC Affiliate Partnership Agreement.

“Data Processing Addendum” means the data processing addendum attached to this Policy as Exhibit B and incorporated herein by reference.

“Fraudulent Activity” means any conduct described in Section 4.1 of this Policy, whether undertaken by Affiliate, its employees, contractors, agents, or third parties acting on Affiliate’s behalf or with Affiliate’s knowledge.

“Identity Documentation” means the government-issued identity documentation required pursuant to Section 3.1 of the Policy and described in Exhibit A to the Policy, which must correspond to and match the information provided on the Tax Documentation.

“Marketing Materials” means any logos, trademarks, brand assets, copy, creative materials, sample text, or graphical assets provided by beIN to Affiliate for use in promoting the Services.

“Pending Period” means the period during which a Commission is held in pending status by the Platform before becoming due, as specified in Schedule A to your beIN FC Affiliate Partnership Agreement. The Pending Period is designed to align with the Trial Period and refund window of the Services.

“Personal Information” means personal information, personal data, or any equivalent term as defined under applicable Privacy Laws, including without limitation any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or device, in each case as further described in the Data Processing Addendum.

“Privacy Laws” means all data protection and privacy laws and regulations applicable to a Party’s processing of Personal Information in connection with this Agreement, including without limitation: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 and any implementing regulations of the California Privacy Protection Agency (collectively, the “CCPA/CPRA”); (ii) the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”); (iii) the Act respecting the protection of personal information in the private sector (Quebec) as amended by Law 25 (“Quebec Law 25”); (iv) the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, and any other U.S. state comprehensive privacy law applicable from time to time; (v) where Affiliate is located in or processes Personal Information of individuals in the European Economic Area, the United Kingdom, or Switzerland, the EU General Data Protection Regulation (Regulation (EU) 2016/679), the UK Data Protection Act 2018, and the Swiss Federal Act on Data Protection, respectively; and (vi) any other applicable data protection or privacy law in any jurisdiction in which Affiliate operates or whose residents Affiliate may target through its promotion of the Services.

“Promo Code” means any partner-specific discount code beIN may issue to Affiliate from time to time for distribution to Subscribers, as specified in Schedule A to your beIN FC Affiliate Partnership Agreement or in subsequent written communication from beIN.

“Qualified Subscription” means a Subscription initiated through Affiliate’s Affiliate Link or applicable Promo Code that has (a) completed the Trial Period, (b) generated at least one successful paid billing transaction, and (c) not been refunded, charged back, or canceled within the Pending Period.

“Sanctioned Person” means any individual, entity, or jurisdiction subject to economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the Government of Canada under the Special Economic Measures Act, or any other applicable sanctions authority.

“Subscriber” means an end user who has initiated a Subscription to the Services.

“Subscription” means a paid subscription to the Services.

“Tax Documentation” means the IRS Form W-9 (for U.S. persons) or IRS Form W-8BEN or W-8BEN-E (for non-U.S. persons), together with any other tax documentation required by Applicable Law or by beIN for the purpose of remitting payments to Affiliate, all as further described in Exhibit A to the Policy.

“Term” means the Initial Term and any Renewal Terms, collectively, as governed by Section 3 of your beIN FC Affiliate Partnership Agreement.

“Trial Period” means the seven (7) day initial trial during which a Subscriber may cancel a Subscription without charge.

1. Grant of Rights and Restrictions

1.1 License Grant

Subject to and conditioned upon Affiliate’s compliance with the terms of this Agreement, beIN hereby grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, solely to (a) use the Affiliate Link to promote the Services to Affiliate’s audience; (b) use the Marketing Materials in accordance with brand guidelines published by beIN from time to time, solely for the purpose of promoting the Services; and (c) where applicable and expressly authorized by beIN in writing or through the Platform, distribute Promo Codes to Affiliate’s audience.

1.2 Restrictions on Use

Affiliate shall not, and shall not permit any third party to:

modify, alter, translate, adapt, reverse engineer, or create derivative works of the Marketing Materials without beIN’s prior written consent;
use the Affiliate Link, Marketing Materials, or Promo Codes in any manner that is misleading, deceptive, defamatory, obscene, or that could reasonably be expected to damage beIN’s reputation or goodwill;
bid on, register, or otherwise use any beIN trademark, brand name, or branded keyword in paid search advertising, social media advertising, or any other paid promotional channel;
engage in cookie stuffing, forced clicks, hidden iframes, pop-unders, malware, adware, spyware, or any other deceptive, manipulative, or fraudulent tracking practice;
place the Affiliate Link, Marketing Materials, or Promo Codes on any website, application, or platform that contains illegal, infringing, defamatory, obscene, harassing, hateful, or otherwise objectionable content, or that targets minors;
self-refer or otherwise use the Affiliate Link or Promo Codes to subscribe accounts owned or controlled by Affiliate, its employees, contractors, agents, or family members;
share, sublicense, resell, or otherwise transfer the Affiliate Link, Marketing Materials, or Promo Codes except as expressly permitted by this Agreement; or
represent or imply that Affiliate is an employee, agent, partner, or joint venturer of beIN, beyond the limited affiliate relationship contemplated by this Agreement.

1.3 Reservation of Rights

All rights not expressly granted to Affiliate under this Agreement are reserved by beIN. No license is granted by implication, estoppel, or otherwise.

2. Termination

2.1 Termination for Material Breach

Either Party may terminate this Agreement upon thirty (30) days’ prior written notice if the other Party commits a material breach of this Agreement and fails to cure such breach within such ten (10) day period; provided, however, that beIN may terminate this Agreement immediately upon written notice for any breach that is not capable of cure or for any breach of Sections 1.2, 3, 4, 5, 6, 7, or 8 of this Policy.

2.2 Termination for Cause

beIN may terminate this Agreement immediately upon written notice to Affiliate, without obligation to provide any cure period, if Affiliate:

engages in Fraudulent Activity, as determined in accordance with Section 4;
violates Applicable Law in connection with the performance of this Agreement, including any material violation of Privacy Laws;
becomes a Sanctioned Person or is determined to be located in or controlled by persons in a sanctioned jurisdiction;
becomes the subject of a voluntary or involuntary bankruptcy, insolvency, receivership, or assignment for the benefit of creditors proceeding;
ceases to do business or otherwise terminates its operations; or
engages in conduct that, in beIN’s reasonable good-faith judgment, materially damages or threatens to damage beIN’s reputation, goodwill, or business interests.

2.3 Termination for Convenience

beIN may terminate the Agreement at any time, for any reason or no reason, by providing Affiliate with thirty (30) days’ prior written notice of termination.

2.4 Effect of Termination or Expiration

Upon termination or expiration of this Agreement for any reason:

Affiliate shall immediately cease all use of the Affiliate Link, Marketing Materials, Promo Codes, and any other beIN intellectual property;
Affiliate shall remove all references to the Services and to beIN from any websites, applications, social media accounts, and other channels under its control within fifteen (15) days, except as may be reasonably required to honor existing audience commitments and subject to beIN’s prior written consent;
Qualified Commissions earned and accrued prior to the effective date of termination shall be paid in accordance with the standard payment cadence set forth in Section 4.3 of your beIN FC Affiliate Partnership Agreement, subject to the minimum payout threshold and to any adjustment, reversal, or clawback under Section 4.5 of your beIN FC Affiliate Partnership Agreement or Section 4.4 of this Policy;
Commissions in pending status as of the effective date of termination shall be evaluated under the standard qualification rules of Section 4.2 of your beIN FC Affiliate Partnership Agreement and shall be paid if Qualified or voided if not;
Notwithstanding the foregoing, beIN shall have no obligation to pay any Commission, whether pending, due, or otherwise, in respect of activity determined to constitute Fraudulent Activity or to have arisen from a material breach of this Agreement;
Affiliate shall, in accordance with Section 7 and the Data Processing Addendum, return or destroy all Personal Information received from or on behalf of beIN in connection with the Program; and
The provisions of Sections 3 (with respect to ongoing tax obligations), 4.4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 of this Policy and Section 4.5 of your beIN FC Affiliate Partnership Agreement, and any other provisions of this Policy or your beIN FC Affiliate Partnership Agreement which by their nature or logical inference would survive termination or expiration, shall survive termination or expiration of this Agreement.

3. Identity Verification and Tax Documentation

3.1 Required Documentation

Prior to the issuance of any Commission payment, Affiliate shall submit to beIN, through the Platform or through such other means as beIN may designate in writing, the Tax Documentation and Identity Documentation specified in Exhibit A attached hereto.

3.2 Matching Requirement

The legal name, address, and tax identification number provided on the Identity Documentation must correspond to and match the information provided on the Tax Documentation. beIN reserves the right, in its sole discretion, to request additional documentation, clarification, or verification from Affiliate at any time during the Term to confirm the accuracy of the information provided. Any material discrepancy between the Identity Documentation and Tax Documentation, or any failure to remediate such discrepancy within ten (10) business days of beIN’s written request, shall constitute a material breach of the Agreement.

3.3 Withholding of Payments Pending Documentation

beIN shall not be obligated to release any payment to Affiliate until valid Tax Documentation and Identity Documentation are on file with beIN and have been verified to beIN’s reasonable satisfaction. Commissions accrued during any period in which required documentation is missing, expired, or in a state of unresolved discrepancy shall be held by beIN without interest and without obligation to remit until such documentation has been provided and verified.

3.4 Tax Reporting and Withholding

Affiliate is solely responsible for all taxes, duties, levies, and similar charges payable on Commissions received under the Agreement. beIN shall issue IRS Form 1099-NEC (or equivalent) to U.S. affiliates whose annual Commissions meet or exceed the IRS reporting threshold then in effect, and may withhold and remit applicable taxes on payments to non-U.S. affiliates as required by Applicable Law. Affiliate shall promptly notify beIN of any change to the information provided on the Tax Documentation or Identity Documentation.

3.5 Updates to Documentation

Tax Documentation and Identity Documentation must be kept current throughout the Term. Affiliate shall provide updated documentation no later than thirty (30) days following any change in legal name, entity type, address, tax classification, or government-issued identification, and in any event upon expiration of any documentation previously provided.

4. Fraud Prevention and Anti-Abuse Provisions

4.1 Prohibited Conduct

Affiliate shall not engage in, permit, encourage, or facilitate any of the following (collectively, “Fraudulent Activity”):

the use of automated software, scripts, bots, or other automated means to generate clicks, leads, trial signups, or Subscriptions;
the creation of false, fictitious, duplicate, or test accounts (including without limitation through the use of disposable email services, virtual phone numbers, or virtual private networks for the purpose of evading detection);
the use of stolen, fraudulent, or unauthorized payment instruments to initiate Subscriptions;
any form of incentivized traffic where Subscribers are paid, rewarded, or otherwise compensated to sign up for the Services without genuine consumer intent;
self-referral, including the use of the Affiliate Link or Promo Codes to subscribe accounts owned, controlled, or operated by Affiliate, its employees, contractors, agents, or members of their immediate household;
the manipulation of cookies, click attribution, or browser sessions to artificially inflate Affiliate’s referral count;
the use of any practice prohibited by the Platform’s terms of service or by Applicable Law; or
any other conduct that beIN, in its reasonable good-faith judgment, determines constitutes fraud, abuse, or manipulation of the Program.

4.2 Anti-Abuse Thresholds and Monitoring

beIN may, in its sole discretion, establish quantitative and qualitative thresholds for the purpose of identifying suspected Fraudulent Activity (the “Anti-Abuse Thresholds”). Such thresholds may include, without limitation:

unusually high click-to-Subscription conversion rates inconsistent with industry benchmarks;
clusters of Subscriptions originating from a single internet protocol (IP) address, device, or geographic location in a short time period;
Subscriptions originating from anonymous proxies, virtual private networks, or known bot infrastructure;
disproportionate refund, chargeback, or trial-cancellation rates among Subscriptions attributable to Affiliate;
patterns of duplicate, similar, or sequentially generated Subscriber email addresses, names, or payment instruments; or
any other pattern beIN reasonably believes is indicative of Fraudulent Activity.

4.3 Investigation and Suspension

In the event beIN reasonably suspects Fraudulent Activity by or attributable to Affiliate, beIN may, without prior notice and without liability, (a) suspend the Affiliate Link, Promo Codes, and Affiliate’s access to the Platform; (b) place pending or due Commissions on hold pending investigation; (c) request from Affiliate any information, documentation, or cooperation reasonably necessary to investigate the suspected activity; and (d) extend the Pending Period for affected Subscriptions for a reasonable period to permit completion of the investigation. Affiliate shall cooperate fully and in good faith with any such investigation.

4.4 Consequences of Fraudulent Activity

If beIN determines, in its reasonable good-faith judgment, that Fraudulent Activity has occurred, beIN may, in addition to any other remedies available at law or in equity:

void all Commissions associated with the Fraudulent Activity, whether pending, due, or already paid;
clawback any Commissions previously paid in respect of the Fraudulent Activity, in accordance with Section 4.5 of your beIN FC Affiliate Partnership Agreement;
terminate the Agreement immediately for cause pursuant to Section 2.2 of this Policy;
disqualify Affiliate from future participation in the Program; and
seek recovery of any damages, costs, and reasonable attorneys’ fees incurred by beIN as a result of the Fraudulent Activity.

4.5 No Waiver

beIN’s failure or delay in exercising any of its rights under this Section 4 shall not constitute a waiver of such rights. beIN’s investigation of any particular incident shall not preclude subsequent investigation, action, or recovery in respect of that incident or any other.

5. Confidentiality

5.1 Confidentiality Obligation

Each Party (the “Receiving Party”) acknowledges that it may receive Confidential Information of the other Party (the “Disclosing Party”) in connection with the Agreement. The Receiving Party shall: (a) protect the Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care; (b) not disclose the Confidential Information to any third party except to its employees, advisors, contractors, or agents who have a bona fide need to know and who are bound by written confidentiality obligations no less protective than those set forth herein; and (c) not use the Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under the Agreement.

5.2 Exclusions

The obligations in Section 5.1 of this Policy shall not apply to information that the Receiving Party can demonstrate by competent written evidence: (a) was in the public domain at the time of disclosure or subsequently entered the public domain through no breach of the Agreement; (b) was rightfully known to the Receiving Party without restriction at the time of disclosure; (c) was independently developed by the Receiving Party without reference to or use of the Confidential Information; or (d) was rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

5.3 Required Disclosure

In the event the Receiving Party is required by law, regulation, or valid legal process to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so as to enable the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information legally required to be disclosed and shall use reasonable efforts to obtain confidential treatment for any disclosed Confidential Information.

6. Intellectual Property

6.1 beIN Intellectual Property

All intellectual property rights in and to the Services, the Platform (as between the Parties), the Marketing Materials, beIN trademarks, trade names, service marks, logos, copyrights, trade secrets, and all goodwill associated therewith (collectively, “beIN IP”) are and shall remain the sole and exclusive property of beIN or its licensors. No title to or ownership of any beIN IP is transferred to Affiliate under the Agreement. Affiliate shall not register, attempt to register, or contest the validity of any beIN IP, and shall not use any beIN IP except as expressly permitted by Section 1.1 of this Policy and any brand guidelines published by beIN from time to time.

6.2 Affiliate Content

Affiliate retains ownership of original content created by Affiliate that is not derivative of beIN IP (“Affiliate Content”). Affiliate grants beIN a non-exclusive, worldwide, royalty-free, fully paid-up license, during the Term and for a reasonable period thereafter, to use, reproduce, display, and distribute Affiliate Content that has been published by Affiliate to promote the Services, solely for promotional, reporting, and case-study purposes related to the Program.

6.3 No Implied Licenses

Except as expressly set forth in the Agreement, no license, right, or interest in any intellectual property of either Party is granted by implication, estoppel, or otherwise.

7. Data Privacy and Protection

7.1 Compliance with Privacy Laws

Each Party shall comply with all Privacy Laws applicable to its respective collection, use, processing, storage, transfer, and disclosure of Personal Information in connection with the Agreement. Without limiting the generality of the foregoing, the Parties acknowledge and agree that beIN may collect Personal Information of California residents, residents of other U.S. states with comprehensive privacy laws, and Canadian residents (including residents of Quebec) in connection with the Services, and that the obligations under this Section 7 and the Data Processing Addendum attached hereto as Exhibit B apply notwithstanding that beIN’s operations are limited to the United States and Canada and that Affiliate may be located outside North America.

7.2 Roles of the Parties

With respect to Personal Information processed in connection with the Agreement: (a) beIN is a “business” under the CCPA/CPRA, an “organization” under PIPEDA and Quebec Law 25, and a “controller” under any applicable Privacy Law that uses such terminology; and (b) where Affiliate processes Personal Information on behalf of or under the instructions of beIN, Affiliate is a “service provider” under the CCPA/CPRA, a “service provider” under PIPEDA, an “agent” or “mandatary” under Quebec Law 25, and a “processor” under any applicable Privacy Law that uses such terminology. Where Affiliate determines the purposes and means of processing Personal Information collected through Affiliate’s own properties (such as Affiliate’s website, newsletter, or social media accounts), Affiliate acts as an independent business or controller with respect to such processing.

7.3 Service Provider Obligations

To the extent Affiliate receives, accesses, or processes Personal Information from or on behalf of beIN, Affiliate shall not, and shall ensure its personnel and subcontractors do not:

sell or share Personal Information (as those terms are defined under the CCPA/CPRA), including for the purposes of cross-context behavioral advertising;
retain, use, or disclose Personal Information for any commercial or other purpose other than the limited and specified purposes set forth in the Agreement and the Data Processing Addendum;
retain, use, or disclose Personal Information outside of the direct business relationship between the Parties;
combine Personal Information received from beIN with Personal Information received from any other source, except as permitted by Privacy Laws and expressly authorized in writing by beIN.

Affiliate hereby certifies that it understands the restrictions set forth in this Section 7.3 and the Data Processing Addendum, and shall comply with them. Affiliate shall promptly notify beIN if Affiliate determines that it is unable to meet its obligations under the Agreement or under applicable Privacy Laws.

7.4 Cross-Border Transfers

Where Affiliate is located outside the United States or Canada, or where Affiliate processes Personal Information of beIN Subscribers outside the jurisdiction in which such Subscribers reside, Affiliate represents and warrants that it shall implement and maintain appropriate safeguards for such cross-border transfers as required by applicable Privacy Laws, including without limitation: (a) where applicable, executing the European Commission’s Standard Contractual Clauses (Module Two: Controller-to-Processor) and the UK International Data Transfer Addendum; (b) conducting and documenting transfer impact assessments as required under applicable Privacy Laws; (c) providing the level of protection required under the originating jurisdiction’s Privacy Laws; and (d) where required by Quebec Law 25, conducting a privacy impact assessment prior to transferring Personal Information outside Quebec. Affiliate shall provide beIN with copies of such safeguards and assessments upon written request.

7.5 Personal Information Affiliate Independently Collects

Where Affiliate independently collects Personal Information through its own promotional channels in connection with the Program (for example, where Affiliate operates a sign-up form or collects email addresses for its own newsletter that promotes the Services), Affiliate shall: (a) provide a privacy notice that complies with all applicable Privacy Laws; (b) obtain all necessary consents required by applicable Privacy Laws prior to collection; (c) honor all individual rights requests under applicable Privacy Laws, including without limitation rights of access, correction, deletion, portability, opt-out of sale or sharing, opt-out of targeted advertising, withdrawal of consent, and limitation of use of sensitive Personal Information; and (d) not transfer such Personal Information to beIN except as expressly permitted by the Agreement and applicable Privacy Laws.

7.6 Security Measures

Affiliate shall implement and maintain appropriate technical, administrative, and physical safeguards to protect Personal Information from unauthorized access, acquisition, use, disclosure, alteration, or destruction. Such safeguards shall include, without limitation, encryption of Personal Information in transit and at rest where reasonably practicable, access controls limiting access to Personal Information to personnel with a need to know, regular security testing, and a documented incident response plan.

7.7 Security Incidents

Affiliate shall notify beIN in writing without undue delay, and in any event within forty-eight (48) hours, of any actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, or other compromise of Personal Information processed in connection with the Agreement (a “Security Incident”). Such notification shall include, to the extent known: the nature of the Security Incident, the categories and approximate number of individuals and records concerned, the likely consequences, and the measures taken or proposed to address the Security Incident and mitigate its possible adverse effects. Affiliate shall cooperate with beIN in investigating and remediating any Security Incident and in fulfilling any legally required notifications to regulators, individuals, or other parties.

7.8 Individual Rights Requests

Affiliate shall promptly forward to beIN any request received from an individual seeking to exercise rights under applicable Privacy Laws with respect to Personal Information processed on behalf of beIN, and shall provide reasonable assistance to beIN in responding to such requests, including providing access to relevant Personal Information in Affiliate’s possession.

7.9 Audit Rights

beIN may, upon reasonable prior written notice and not more than once in any twelve (12) month period (except in the event of a Security Incident or beIN’s reasonable belief that Affiliate is in material breach of its obligations under this Section 7), conduct or commission an audit of Affiliate’s compliance with this Section 7 and the Data Processing Addendum. Such audit may include, at beIN’s option, written questionnaires, on-site inspection during normal business hours, or third-party assessments. Affiliate shall provide reasonable cooperation with any such audit. Affiliate shall promptly remediate any non-compliance identified in any such audit.

7.10 Subcontracting

Affiliate shall not engage any subcontractor to process Personal Information on behalf of beIN without beIN’s prior written consent. Where consent is given, Affiliate shall (a) impose written contractual obligations on such subcontractor that are no less protective than those set forth in this Section 7 and the Data Processing Addendum, and (b) remain fully liable to beIN for the acts and omissions of such subcontractor as if they were Affiliate’s own.

7.11 Data Processing Addendum

The Data Processing Addendum attached hereto as Exhibit B is incorporated into and forms a part of the Agreement and shall apply to all processing of Personal Information by Affiliate on behalf of beIN. In the event of any conflict between this Section 7 and the Data Processing Addendum, the Data Processing Addendum shall control with respect to the specific subject matter therein.

8. Compliance with Laws and Marketing Standards

8.1 General Compliance

Affiliate shall comply with all Applicable Law in connection with its participation in the Program, including without limitation: (a) the Federal Trade Commission’s Endorsement Guides, including without limitation the requirement that Affiliate clearly and conspicuously disclose its affiliate relationship with beIN in all promotional content; (b) the CAN-SPAM Act of 2003 with respect to all email marketing directed to U.S. recipients; (c) Canada’s Anti-Spam Legislation (CASL) with respect to all electronic marketing communications directed to Canadian recipients; (d) applicable consumer protection, advertising, data privacy, and competition laws in the United States, Canada, and any other jurisdiction in which Affiliate conducts promotional activity in connection with the Program; and (e) the terms of service of any third-party platform on which Affiliate distributes Marketing Materials, the Affiliate Link, or Promo Codes.

8.2 Marketing Standards

Affiliate shall not make false, misleading, deceptive, or unsubstantiated claims about the Services, beIN, or the leagues, teams, or content available through the Services. Affiliate shall not represent that the Services include content or features they do not in fact include. Affiliate shall comply with any specific marketing standards, brand guidelines, or content restrictions published by beIN from time to time.

8.3 Sanctions Compliance

Affiliate represents and warrants that it is not a Sanctioned Person and shall not direct any promotional activity under the Agreement to any Sanctioned Person or to any sanctioned jurisdiction. Affiliate shall comply with all applicable export control and economic sanctions laws of the United States and Canada.

9. Representations, Warranties, and Covenants

9.1 Mutual Representations

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has all requisite power and authority to enter into and perform the Agreement; (c) the execution and performance of the Agreement does not and will not violate any other agreement to which it is a party or any Applicable Law; and (d) it shall perform its obligations under the Agreement in compliance with Applicable Law.

9.2 Affiliate Representations and Covenants

Affiliate further represents, warrants, and covenants that:

all information provided by Affiliate to beIN, including the Identity Documentation, Tax Documentation, audience metrics, traffic data, and contact information, is and shall remain accurate, complete, and not misleading;
Affiliate has obtained all necessary rights, consents, and permissions to perform its obligations under the Agreement, including without limitation all consents and authorizations required under Privacy Laws to lawfully use any data or contact lists used in connection with the Program;
Affiliate’s promotional channels, websites, applications, and distribution methods comply with the terms of service of the underlying platforms;
Affiliate is not a Sanctioned Person and is not located in, organized under the laws of, or controlled by persons in any sanctioned jurisdiction;
Affiliate has not engaged, and shall not engage, in Fraudulent Activity in connection with the Program;
Affiliate maintains, and shall maintain throughout the Term, a privacy program designed to comply with applicable Privacy Laws and the requirements of Section 7 and the Data Processing Addendum; and
Affiliate shall promptly notify beIN of any material change to the foregoing representations during the Term.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer

THE PROGRAM, THE PLATFORM (TO THE EXTENT PROVIDED OR FACILITATED BY beIN), THE SERVICES, AND ALL MARKETING MATERIALS AND OTHER ASSETS PROVIDED BY beIN UNDER THE AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. beIN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING, beIN DOES NOT WARRANT OR GUARANTEE ANY MINIMUM LEVEL OF EARNINGS, TRAFFIC, CONVERSIONS, REVENUE, OR OTHER PROGRAM RESULTS, AND MAKES NO REPRESENTATION OR PROMISE THAT THE PROGRAM WILL BE PROFITABLE FOR AFFILIATE.

10.2 Limitation of Liability

EXCEPT FOR (A) BREACHES OF SECTION 5 (CONFIDENTIALITY) OF THIS POLICY, (B) BREACHES OF SECTION 6 (INTELLECTUAL PROPERTY) OF THIS POLICY, (C) BREACHES OF SECTION 7 (DATA PRIVACY AND PROTECTION) OF THIS POLICY OR THE DATA PROCESSING ADDENDUM, (D) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OF THIS POLICY, (E) AFFILIATE’S OBLIGATIONS UNDER SECTION 4 (FRAUD PREVENTION) OF THIS POLICY, AND (F) WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. beIN’S TOTAL CUMULATIVE LIABILITY UNDER THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID BY beIN TO AFFILIATE UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

11.1 By Affiliate

Affiliate shall defend, indemnify, and hold harmless beIN, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “beIN Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to: (a) Affiliate’s breach of the Agreement, including any breach of Section 7 or the Data Processing Addendum; (b) Affiliate’s violation of Applicable Law, including any violation of Privacy Laws; (c) Affiliate’s negligence, gross negligence, or willful misconduct; (d) any Fraudulent Activity by or attributable to Affiliate; (e) any content, statement, claim, or representation made by Affiliate concerning the Services, beIN, or the Program other than content provided by beIN; (f) any claim that Affiliate’s content, marketing, or distribution methods infringe or violate the intellectual property rights, privacy rights, or other rights of any third party; or (g) any Security Incident attributable to Affiliate or Affiliate’s subcontractors.

11.2 Procedures

The beIN Indemnified Parties shall (a) provide Affiliate with prompt written notice of any claim subject to indemnification (provided that any failure or delay in providing such notice shall not relieve Affiliate of its obligations under this Section 11 except to the extent such failure or delay materially prejudices Affiliate’s defense); (b) provide Affiliate with reasonable cooperation in the defense of such claim, at Affiliate’s expense; and (c) permit Affiliate to control the defense and settlement of the claim, provided that Affiliate shall not enter into any settlement that imposes any liability or obligation on the beIN Indemnified Parties without their prior written consent. The beIN Indemnified Parties may, at their option and at their own expense, participate in the defense of any claim with counsel of their own choosing.

12. Governing Law and Jurisdiction

12.1 Governing Law

The Agreement and any dispute arising out of or in connection with the Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

12.2 Jurisdiction

The federal and state courts located in Miami, Florida shall have exclusive jurisdiction to hear and determine any claims, disputes, actions or suits which may arise under or out of this Agreement and each party hereby waives its right to make any claim to the contrary and hereby submits to the personal jurisdiction of such courts.

13. General Provisions

13.1 Independent Contractors

The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on behalf of the other.

13.2 Assignment

Affiliate shall not assign, delegate, or otherwise transfer the Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without beIN’s prior written consent, which consent shall not be unreasonably withheld. Any purported assignment in violation of this Section 13.2 shall be null and void. beIN may assign the Agreement, in whole or in part, without Affiliate’s consent.

13.3 Notices

All notices under the Agreement shall be in writing and shall be delivered to the addresses set forth on the signature page or to such other address as a Party may designate by written notice. Notices may be delivered by (a) personal delivery; (b) nationally recognized overnight courier service with confirmed delivery; (c) registered or certified mail, return receipt requested; or (d) electronic mail to the email address designated by the Party in writing or associated with such Party’s account on the Platform, with confirmation of receipt. Notices are deemed received upon actual receipt for personal delivery and overnight courier; three (3) business days after deposit for registered or certified mail; and one (1) business day after sending for electronic mail.

13.4 Entire Agreement

The Agreement, including Schedule A and Exhibit A thereto, and this Policy, together with Exhibit A and Exhibit B thereto, and any other schedules, exhibits, or policies expressly incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral. No modification of the Agreement shall be effective unless in writing and signed by an authorized representative of each Party.

13.5 Severability

If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the original intent of the Parties.

13.6 Waiver

No failure or delay by either Party in exercising any right, power, or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by the Party granting the waiver.

13.7 Force Majeure

Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, government action or order, fire, flood, earthquake, labor disruption, internet or telecommunications failure, cyberattack, or failure of public infrastructure. The affected Party shall promptly notify the other Party of the force majeure event and shall use reasonable efforts to resume performance as soon as practicable.

13.8 Counterparts and Electronic Signatures

The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including by DocuSign, Adobe Sign, or other established electronic signature services, or by scanned PDF, shall be deemed valid and binding to the same extent as original ink signatures.

13.9 Headings and Construction

Section headings in the Agreement are for convenience only and shall not affect the interpretation of any provision. The words “including”, “include”, and “includes” shall be construed as if followed by the words “without limitation.” Each Party acknowledges that it has had the opportunity to be advised by counsel of its choosing and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of the Agreement.

13.10 No Third-Party Beneficiaries

The Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever, except that the beIN Indemnified Parties identified in Section 11 are intended third-party beneficiaries of Section 11.

Exhibit A

Required Identity and Tax Documentation

This Exhibit A is incorporated into and forms a part of the beIN FC Affiliate Partnership Agreement between beIN and Affiliate. The documentation listed below is required pursuant to Section 3 of this Policy and must be submitted prior to the issuance of any Commission payment. The legal name and tax identification information provided on the Identity Documentation must correspond to and match the information provided on the Tax Documentation.

1. Tax Documentation

Affiliate shall submit the following:

If Affiliate is a U.S. person or U.S. entity: a duly executed and current IRS Form W-9, Request for Taxpayer Identification Number and Certification.
If Affiliate is a non-U.S. individual: a duly executed and current IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals).
If Affiliate is a non-U.S. entity: a duly executed and current IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities).
Such other tax forms as may be required by Applicable Law or by beIN to comply with applicable withholding and reporting obligations.

2. Identity Documentation

Affiliate shall submit the following:

2.1 If Affiliate is an Individual

A clear, legible copy of one (1) of the following valid, current government-issued photo identification documents:

United States passport or passport card;
United States state-issued driver’s license;
United States state-issued non-driver identification card;
Canadian passport;
Canadian provincial driver’s license; or
Foreign passport (for non-U.S. and non-Canadian individuals).

The legal name on the identification document must match the legal name on the Tax Documentation.

2.2 If Affiliate is a Business Entity

Each of the following:

A current certificate of incorporation, certificate of formation, certificate of good standing, articles of incorporation, articles of organization, or equivalent formation document issued by the relevant governmental authority (or, where Affiliate is organized in a jurisdiction that does not issue documentation in this form, equivalent corporate registration documentation reasonably acceptable to beIN);
Documentation evidencing Affiliate’s tax identification number (e.g., IRS Letter 147C confirming an Employer Identification Number, or equivalent foreign documentation); and
Government-issued photo identification of an authorized signatory of Affiliate, in accordance with the requirements of Section 2.1 of this Exhibit A.

The legal name and tax identification number on the formation and tax documentation must match the legal name and tax identification number on the Tax Documentation.

3. Submission and Verification

Required documentation shall be submitted through the Platform or through such other secure means as beIN may designate. beIN reserves the right, in its sole discretion, to request additional documentation, clarification, or verification at any time during the Term in order to confirm the accuracy and continued validity of the documentation provided. Affiliate shall provide updated documentation no later than thirty (30) days following any change to the underlying information and in any event upon expiration of any documentation previously provided.

4. Confidentiality of Documentation

Identity Documentation and Tax Documentation provided by Affiliate constitute Confidential Information under Section 5 of the Agreement and Personal Information under Section 7 of the Agreement. beIN shall protect such documentation in accordance with its information security and data protection practices and shall not use such documentation for any purpose other than verification of Affiliate’s identity, tax compliance, and the administration of payments under the Agreement, except as required by Applicable Law.

Exhibit B

Data Processing Addendum

This Data Processing Addendum (this “DPA”) is incorporated into and forms a part of the beIN FC Affiliate Partnership Agreement between beIN and Affiliate. Capitalized terms used but not defined in this DPA have the meanings given in the Agreement.

1. Scope and Roles

This DPA applies to all Personal Information that Affiliate processes on behalf of beIN in connection with the Program, regardless of where Affiliate is located. The Parties acknowledge and agree that, with respect to such processing, beIN is the “business”, “controller”, and “organization” (as applicable under the relevant Privacy Law), and Affiliate is the “service provider”, “processor”, “agent”, or “mandatary” (as applicable). The Parties further acknowledge that nothing in the Agreement or this DPA shall be construed as a sale of Personal Information from beIN to Affiliate.

2. Subject Matter, Duration, and Categories

2.1 Subject Matter

The processing of Personal Information by Affiliate on behalf of beIN to support the operation of the Program, including without limitation tracking referrals, calculating Commissions, and administering payments.

2.2 Duration

The Term of the Agreement, plus any reasonable post-termination period required to complete the return or destruction of Personal Information.

2.3 Categories of Data Subjects

Subscribers and prospective Subscribers of the Services, including residents of the United States (including California), Canada (including Quebec), and any other jurisdiction in which beIN offers the Services from time to time.

2.4 Categories of Personal Information

To the extent applicable to the Program, the categories may include: identifiers (such as name, email address, IP address, device identifiers); commercial information (such as Subscription history); internet activity (such as click data and Affiliate Link interactions); and inferences drawn from the foregoing. Affiliate shall not process Sensitive Personal Information (as defined under the CCPA/CPRA) on behalf of beIN unless expressly authorized in writing by beIN.

3. Affiliate Obligations

Affiliate shall:

process Personal Information only on documented instructions from beIN, including as set forth in the Agreement, this DPA, or as otherwise reasonably necessary to perform the Program;
not sell or share Personal Information (as those terms are defined under the CCPA/CPRA), including for the purposes of cross-context behavioral advertising;
not retain, use, or disclose Personal Information for any commercial or other purpose other than the limited and specified purposes set forth in the Agreement and this DPA;
not retain, use, or disclose Personal Information outside of the direct business relationship between the Parties;
not combine Personal Information received from beIN with Personal Information received from any other source, except as permitted by Privacy Laws and expressly authorized in writing by beIN;
comply with applicable obligations under the CCPA/CPRA and provide the same level of privacy protection as is required by the CCPA/CPRA with respect to Personal Information of California residents;
notify beIN promptly if Affiliate determines that it can no longer meet its obligations under the CCPA/CPRA, PIPEDA, Quebec Law 25, or any other applicable Privacy Law;
cooperate with reasonable steps taken by beIN to ensure that Affiliate uses Personal Information in a manner consistent with beIN’s obligations under Privacy Laws, including by permitting beIN to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Information; and
hereby certify that Affiliate understands and will comply with the restrictions set forth in this DPA.

4. Confidentiality of Processing

Affiliate shall ensure that any personnel authorized to process Personal Information are bound by appropriate obligations of confidentiality (whether contractual or statutory).

5. Security Measures

Affiliate shall implement and maintain appropriate technical, administrative, organizational, and physical safeguards designed to protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access, including without limitation: encryption of Personal Information in transit and at rest where reasonably practicable; access controls and authentication measures; secure development practices; vendor management procedures; regular security testing; and a documented incident response plan. Such safeguards shall, at a minimum, satisfy the requirements of applicable Privacy Laws.

6. Subprocessors

Affiliate shall not engage any subprocessor to process Personal Information on behalf of beIN without beIN’s prior written consent. Where consent is given, Affiliate shall: (a) impose written contractual obligations on such subprocessor that are no less protective than those set forth in this DPA; and (b) remain fully liable to beIN for the acts and omissions of such subprocessor as if they were Affiliate’s own. Affiliate shall maintain a current list of approved subprocessors and provide it to beIN upon request.

7. Cross-Border Data Transfers

Where Affiliate is located outside, or transfers Personal Information outside, the United States or Canada, Affiliate shall implement appropriate safeguards as required by applicable Privacy Laws, including without limitation: (a) where applicable to transfers from the European Economic Area, the United Kingdom, or Switzerland, executing the European Commission’s Standard Contractual Clauses (Module Two: Controller-to-Processor) and the UK International Data Transfer Addendum, which are incorporated by reference into this DPA upon execution; (b) conducting and documenting transfer impact assessments as required under applicable Privacy Laws; (c) where required by Quebec Law 25, conducting a privacy impact assessment prior to transferring Personal Information of Quebec residents outside Quebec, including assessment of the legal regime of the destination jurisdiction; and (d) providing the level of protection required under the originating jurisdiction’s Privacy Laws. Affiliate shall provide beIN with copies of all relevant documentation upon written request.

8. Data Subject Rights

Affiliate shall promptly forward to beIN any request received from an individual seeking to exercise rights under applicable Privacy Laws (including without limitation rights of access, correction, deletion, portability, opt-out of sale or sharing, opt-out of targeted advertising, withdrawal of consent, limitation of use of sensitive Personal Information, and the right to non-discrimination) with respect to Personal Information processed on behalf of beIN. Affiliate shall provide reasonable assistance to beIN, taking into account the nature of the processing, in fulfilling beIN’s obligations to respond to such requests, including by providing access to relevant Personal Information in Affiliate’s possession, by correcting or deleting Personal Information at beIN’s direction, and by providing necessary information to beIN within timeframes reasonably required by Privacy Laws.

9. Security Incidents and Breach Notification

Affiliate shall notify beIN in writing without undue delay, and in any event within forty-eight (48) hours, of any actual or reasonably suspected Security Incident. Such notification shall include, to the extent known: the nature of the Security Incident, the categories and approximate number of individuals and records concerned, the likely consequences of the Security Incident, the measures taken or proposed to address the Security Incident, and the contact details of a designated point of contact for further information. Affiliate shall cooperate with beIN in investigating and remediating any Security Incident and shall provide all information and assistance reasonably necessary for beIN to comply with its notification obligations to regulators, individuals, and other parties under applicable Privacy Laws.

10. Audit and Compliance Verification

Upon reasonable prior written notice and not more than once in any twelve (12) month period (except in the event of a Security Incident or beIN’s reasonable belief that Affiliate is in material breach of this DPA or applicable Privacy Laws), beIN may verify Affiliate’s compliance with this DPA through, at beIN’s option: (a) written questionnaires or self-assessments; (b) review of audit reports prepared by reputable independent third parties (where available); or (c) on-site inspection during normal business hours. Affiliate shall provide reasonable cooperation with such verification activities and shall promptly remediate any non-compliance identified.

11. Return or Destruction of Personal Information

Upon termination or expiration of the Agreement, or upon beIN’s earlier written request, Affiliate shall, at beIN’s option, return to beIN or securely destroy all Personal Information processed on behalf of beIN, and shall delete existing copies, except to the extent that Affiliate is required by Applicable Law to retain such Personal Information (in which case Affiliate shall continue to protect such Personal Information in accordance with this DPA for so long as such retention is required). Upon request, Affiliate shall provide written certification of compliance with this Section.

12. Conflict

In the event of any conflict between the body of the Agreement and this DPA with respect to the processing of Personal Information, this DPA shall control.