| IMPORTANT
- READ CAREFULLY BEFORE ACCEPTING THIS AGREEMENT,
THEN PRINT AND STORE ALONG WITH ALL CONFIRMATION
EMAILS REFLECTING YOUR TRACKERS, FEES AND PAYMENTS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
(OR ARE NOT AUTHORISED TO DO SO) YOU SHOULD
NOT JOIN OUR AFFILIATE PROGRAM OR (IF YOU HAVE
ALREADY JOINED OUR AFFILIATE PROGRAM) EMAIL
US AT affiliates@PartyPoker.com
TO TERMINATE THIS AGREEMENT. IF YOU HAVE ANY
QUESTIONS REGARDING OUR AFFILIATE PROGRAM OR
THESE TERMS AND CONDITIONS PLEASE CONTACT US
AT THE SAME EMAIL ADDRESS.
This Standard Affiliate Agreement,
your completed Affiliate Sign Up Form, our Electronic
Marketing Rules, any other guidelines or additional
terms we provide to you via email or our Site
and the associated Payment Plan (together the
"Agreement") contain the complete terms and
conditions that apply to your participation
in the PartyPoker online site affiliate program
("Affiliate Program"). In the event there is
a conflict between this Agreement and any other
additional terms this Agreement shall take precedence
unless such additional terms expressly reference
variation to this Agreement.
Where used in this Agreement, references to:
(i) "you" "your" and/or "Affiliate"
mean the individual or entity which applied
as the "BENEFICIARY" for payment purposes
on our sign up form as submitted at our Website
("Affiliate
Sign Up Form")
(ii) "we", "our", "us"
means WPC Productions Limited, a company registered
in Gibraltar with company number 93313 and whose
registered office is 57/63, Line Wall Road,
Gibraltar and the Group as defined in Section
2.9 herein.
1. GENERAL
1.1 This Agreement shall govern our relationship
with you in relation to the Affiliate Program
for the Site and modifies, replaces and supersedes
the previous Version of the PartyPoker.com Affiliate
Program.
1.2 When you indicate your acceptance of these
terms and conditions on the Affiliate
Sign Up Form, YOU AGREE TO BE BOUND BY ALL
THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT
(as amended or modified from time to time in accordance
with Section 1.3 below).
1.3 We may modify any of the terms of this Agreement
at any time, in our sole discretion, by either
(i) emailing you a change notice or (ii) by posting
the new version of the Agreement on our Website.
Any such modification will only take effect 30
days after the date of posting or sending of any
such notice (whichever is the earlier). It is
your responsibility to visit the Website frequently
to make sure you are up to date with the latest
version of the Agreement and its provisions. IF
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR
ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
YOUR CONTINUED PARTICIPATION IN THE AFFLIATE PROGRAM
FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED BINDING
ACCEPTANCE OF THE MODIFICATION.
1.4 You acknowledge and agree that regulations
9(1) and 9(2) (Information to be provided by electronic
means) and 11(1) (placing of the order) of the
Electronic Commerce Directive 00/31/EC shall not
apply to or have any effect on this Agreement.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following
words shall have the meanings set out below:
2.1 “Affiliate Cashier Account” means the
account into which you receive payment by us.
All payables are paid into Affiliate Cashier Accounts,
unless specifically agreed otherwise.
2.2 "Affiliate Fee" is the amount due and
payable to you, as calculated based solely on
our system's data and in accordance with the terms
of this Agreement and the Payment Plan.
2.3 "Affiliate Section" means the area
of the Website that is accessible to you (you
may require to access some parts of this area
by logging on with the security code you are assigned
by us when you sign up as a participant in the
Affiliate Program and associated password) and
which provides certain 'member only' functionality,
including facilities to check relevant statistics,
register Sub-Affiliates, update your profile,
create additional Trackers, select Banners and/or
Text Links.
2.4 "Banners" and "Text Links" means
the graphical artwork or text, which includes
Trackers and RSS feeds which are made available
by us on the Affiliate Section, that you may use
to connect Players to our Services from your website
(or other electronic method) or using other marketing
materials.
2.5 "Brand" the "Party" brand used
in association with online poker and online gaming.
2.6 "Electronic Marketing Rules" means
our rules for electronic marketing activities,
as set out here.
2.7 "Fraud Traffic" means deposits, Gross
Revenue or traffic generated on the Services through
illegal means or any other action committed in
bad faith to defraud us (as determined by us in
our sole discretion), regardless of whether or
not it actually causes us harm, including deposits
generated on stolen credit cards, collusion, manipulation
of the service or system, bonuses or other promotional
abuse, creation of false accounts for the purpose
of generating affiliate payments, and unauthorised
use of any third party accounts, copyrights, trademarks
and other third party Intellectual Property Rights
(which for the avoidance of doubt includes our
Intellectual Property Rights) and any activity
which constitutes Fraud Traffic under Section
3.7 or Section 3.9 below.
2.8 "Gross Revenue" is calculated as the
sum total of all Players' contribution to all
"rakes" the Players contributed to while playing
on our poker tables on the Website, less any credits,
bonus or promotional amounts given to Players,
processing charges, charge backs, and any other
un-collectable revenue or deductions we are entitled
to make in respect of that Player according to
our Standard Terms and Conditions of Use. Moreover,
a Player's contribution to the "rakes" shall be
determined as the number obtained when dividing
the actual amount of each rake to which the Player
had contributed divided by the total number of
players at the table at the start of the hand.
So (for illustration purposes only and without
limitation) if the rake in a hand with ten players
at the table is three dollars ($3.00), each player's
contribution to the rake will be thirty cents
($0.30).
2.9 "Group" means our ultimate holding
company and any subsidiary companies of our holding
company.
2.10 "Intellectual Property Rights" means
rights to all existing and future patents, trade
marks, design rights, service marks, trade dress,
trade or business names (including domain names),
registered designs, copyright (including rights
in computer software) moral rights, database rights,
format rights and topography rights (whether or
not any of these is or are registered and including
applications for registration) know-how, trade
secrets and rights of confidence and all rights
and forms of protection throughout the world of
a similar nature or with similar effect to any
of these for the full unexpired period of any
such rights and any extensions and/or renewals
thereof.
2.11 "Marketing Materials" means Banners
and Text Links and any other marketing materials
(which may include Our Marks) that have been provided
or otherwise made available to you by us and/or
pre-approved by us.
2.12 "Our Marks" means the words "PARTYPOKER",
"PARTYGAMING", “PARTYCASINO” and/or any logo,
mark, domain name or trade name which contains,
is confusingly similar to or is comprised of Our
Marks or any other name or mark owned from time
to time by us or any company within the Group.
2.13 "Payment Plan" means the payment plan
you have accepted under which we (i) pay you either
a net percentage of the monthly Gross Revenue
generated by Players (“Percentage Payment Plan
”) or (ii) a plan where we pay you based on the
number of Players that you introduce via your
Tracker (“ Per Sign Up Plan ”), or (iii) a variable
plan whereby we pay you different rates (as notified
to you on the Website or by us in writing) for
revenue stream generated from Players based on
the different Services those Players are customers
for on our Website and/or our Site or (iv) any
other plan notified in writing by us from time
to time.
2.14 "Player(s)" means any person who is
attached to your Tracker who has not held a Player
Account with us before and who has made the minimum
required deposit of US$50.
2.15 "Player Account" means a uniquely
assigned account that is created for a Player
when he/she successfully registers for the Services
via a Tracking URL or Sign Up Bonus Code.
2.16 "Services" means any product or service
provided to Players on our Site.
2.17 "Sign Up Bonus Codes" is a unique
alphanumeric code that we may make available to
you to provide to prospective Players. When entered,
the system automatically logs the Sign Up Bonus
Codes and records you as the Affiliate in relation
to the relevant Player. Further, Sign Up Bonus
Codes may automatically be entered/logged by our
system with some CDs which we may provide to you
and which may be used for installation of or our
software by any prospective Player.
2.18 "Site" means the Website and any other
online site or platform which is owned, operated
or controlled by or on behalf of us or the Group
from time to time and each of its related pages
through which a Player opens a Player Account
and/or accesses our Services.
2.19 "Spam" means any email or other electronic
communication which you send which markets, promotes
or which otherwise refers to us, the Site or our
services from time to time, or which contains
any Marketing Materials, Our Marks or Trackers
and which breaches our Electronic Marketing Rules.
2.20 "Sub-Affiliate" means a person that
you have referred to (and that has successfully
joined) the Affiliate Program in accordance with
the terms of this Agreement.
2.21 "Sub-Affiliate Fees" means the affiliate
fees due to any Sub-Affiliate.
2.22 "Term" means the period from the date
that you acknowledge and accept the terms of this
Agreement by indicating such acceptance on the
Affiliate Sign Up Form, until such time as this
Agreement expires or is terminated in accordance
with its terms.
2.23 "Tracker(s)" means the unique Tracking
URL or Sign Up Bonus Codes that we provide exclusively
to you, through which we track Players' and potential
Players' activities and calculate Affiliate Fees.
2.24 "Tracking URL" means a unique hyperlink
or other linking tool for referencing our Site
or Services through which you refer potential
Players. When the relevant Player opens their
Player Account, our system automatically logs
the Tracking URL and records you as the Affiliate.
2.25 "Website(s)" means, the website located
at the URL http://www.worldsbestpartypoker.co.uk/
and at any URL with which we replace such URL
from time to time (and such other web addresses
including RSS feeds which are owned, operated
or controlled by or on behalf of us from time
to time and which make available such website)
and each of its related pages.
2.26 In this Agreement (except where the context
otherwise requires):
2.26.1 The clause headings are included for
convenience only and shall not affect the interpretation
of this Agreement;
2.26.2 Any phrase introduced by the terms "including",
"include" or any similar expression shall be
construed as illustrative and shall not limit
the sense of the words preceding those terms;
2.26.3 Any reference to "persons" includes natural
persons, firms, partnerships, companies, corporations,
associations, organisations, governments, states,
governmental or state agencies, foundations
and trusts (in each case whether or not having
separate legal personality and irrespective
of the jurisdiction in or under the law of which
it was incorporated or exists);
2.26.4 Any reference to a statute, statutory
provision, ordinance, subordinate legislation,
code or guideline ("legislation") is a reference
to that legislation and all other subordinate
legislation made under the relevant legislation
as amended and in force from time to time and
to any legislation which re-enacts or consolidates
(with or without modification) any such legislation.
2.27 This Agreement is drafted in the English
language. If this Agreement is translated
into another language, the English language text
shall in any event prevail.
3. TERMS & CONDITIONS
3.1 Identity and Disclosure. You shall
provide true and complete information to us when
completing the Affiliate
Sign Up Form and promptly update such information
if all or any part of it changes. You shall also
provide us with such other information as we may
reasonably request from time to time.
3.2 Marketing Activities and Responsibilities.
You shall market to and refer potential Players
to the Site. You will be solely liable for the
content and manner of such marketing activities.
All such marketing activities must be professional,
proper and lawful under applicable rules, regulations
or laws (including any laws relation to the content
and nature of any advertising or marketing) and
otherwise comply with the terms of this Agreement.
You shall not and shall not authorize, assist
or encourage any third party to:
3.2.1 Place Marketing Materials on any online
site or other medium where the content and/or
material on such website or medium is libelous,
discriminatory, obscene, unlawful, sexually
explicit, pornographic or violent or which is,
in our sole discretion otherwise unsuitable;
3.2.2 Develop and/or implement marketing and/or
public relations strategies which have as their
direct or indirect objective the targeting of
marketing of us and/or the Website to any persons
who are less than 18 years of age (or such higher
age as may apply in the jurisdiction that you
are targeting), regardless of the age of majority
in the location you are marketing;
3.2.3 Breach the Electronic Marketing Rules;
3.2.4 Use Marketing Materials in a manner that
may potentially confuse a Player or potential
Player;
3.2.5 Place Marketing Materials on any online
site or other medium, where the content and/or
material on such online site or medium:
- Infringes any third party's
Intellectual Property Rights;
- Copies or resembles the Site
in whole or in part;
- Disparages us or otherwise
damages our goodwill or reputation in any
way;
- Frames any page of the Site
in whole or in part;
3.2.6 Read, intercept, modify, record, redirect,
interpret, or fill in the contents of any electronic
form or other materials submitted to us by any
person;
3.2.7 In any way alter, redirect or in any way
interfere with the operation or accessibility
of the Site or any page thereof;
3.2.8 Register as a Player on behalf of any
third party, or authorize or assist (save by
promoting the Site and Services in accordance
with this Agreement) any other person to register
as a Player;
3.2.9 Offer any so-called “rake-back” schemes
or similar which offers or allows a proportion
of the player’s rake to be returned to the player
in any form;
3.2.10 Take any action that could reasonably
cause any end-user confusion as to our relationship
with you or any third party, or as to the ownership
or operation of the site or service on which
any functions or transactions are occurring;
3.2.11 Post, serve or publish any advertisements,
communications or promotional content promoting
the Site, our Services or Our Marks or around
or in conjunction with the display of the Site
and/or any part or page thereof (for example
and without limitation through any "framing"
technique or technology or pop-up windows or
pop-under windows or interstitial);
3.2.12 Cause the Site (or any parts or pages
thereof) to open in a visitor's browser or anywhere
else used for accessing the Services other than
as a result of the visitor clicking on Banners
or Text Links contained in or as part of any
Marketing Materials;
3.2.13 Attempt to intercept or redirect (including
via user-installed software) traffic from or
on any online site or other place that participates
in our Affiliate Program;
3.2.14 Use any means to promote sites which
resemble in any way the look and/or feel of
the Site whether in whole or in part, nor utilise
any such means or site to create the impression
that such sites are the Site (or any part of
the Site);
3.2.15 Violate the terms of use and any applicable
policies of any search engines; or
3.2.16 Attempt to communicate to players whether
directly or indirectly on our Sites to solicit
them to move to any online site not owned by
us or for other purposes without our prior approval
including but not limited to via email, chat
boards, or spamming our tables.
If we determine, in our sole discretion, that
you have engaged in any of the foregoing activities,
we may (without limiting any other rights or remedies
available to us) withhold any Affiliate Fees and/or
terminate this Agreement immediately on notice.
3.3 Approved Marketing Materials. In providing
the marketing activities referred to in Section
3.2, you shall only use the Marketing Materials.
You shall not modify the Marketing Materials or
Our Marks in any way without our prior written
consent. You shall only use the Marketing Materials
in accordance with the terms of this Agreement,
any guidelines we provide to you on our Site or
otherwise from time to time and any applicable
laws. CDs and other customised promotional materials
provided to you will be at your cost and deducted
from Affiliate Fees. During the term of this Agreement,
we grant you a terminable, non-exclusive, non-transferable
right to use the Marketing Materials for the sole
purpose of fulfilling your obligations under this
Agreement.
3.4 Competitive Marketing. You shall not
market the Site and/or us or our Services or Our
Marks in any way whatsoever, unless such activities
are approved in writing by us (i) on any Site
on which we promote the Site; (ii) on or through
any Internet search engine on or through which
we promote the Site; and (iii) in any other manner
which results in you competing with us in relation
to the promotion of the Site or (iv) otherwise
where we request that you cease the same.
3.5 Non Assignment. Without prejudice to
Section 8.6, you acknowledge and agree that Trackers
are for your sole use and you shall not assign
or sub-license (as appropriate) the Trackers nor
any Affiliate Fees to any third party without
our prior written consent.
3.6 Sub-Affiliates. You may refer other
persons to us so that they may also apply to join
our Affiliate Program. If any such person successfully
joins our Affiliate Program we will pay you in
respect of the activities of such Sub-Affiliate
in accordance with the Payment Plan, provided
that you register them through the "Register Sub-Affiliate"
function within the Affiliate Section of the Website.
You will only receive credit for sub-affiliates
which comply with all applicable terms of this
Agreement. Any person registered as an Affiliate
cannot subsequently be reclassified as a Sub-Affiliate.
You shall not:
- Register yourself or any person
controlled by you as your own Sub-Affiliate;
- Use fictitious or alias names
for the registration of Sub-Affiliates;
- Offer any type of enticement
of money or otherwise of monetary value or
otherwise to potential Sub-Affiliates unless
such enticements are approved in writing by
us, including any so-called “rake-back” schemes
where a proportion of the player’s rake is
returned to the player in any form; or
- Attempt to introduce any addition
or variation to our terms in relation to any
potential Sub-Affiliate.
3.7 Commercial Use Only. This marketing
opportunity is for commercial use only. You shall
not register as a Player or make deposits to any
Player Account (directly or indirectly) through
your Tracker(s) (or any Sub-Affiliate's tracker(s))
for your own personal use and/or the use of your
relatives, friends, employees, servants, agents
or advisors, or otherwise attempt to artificially
increase the Affiliate Fees payable to you or
to defraud us. Violation of this provision shall
be deemed to be Fraud Traffic.
3.8 Player Information. We reserve the
right to refuse service to any potential Player
and to close the Player Account of any Player,
at any time, in our sole discretion. All data
relating to the Players shall, as between you
and us, remain our exclusive property and you
acquire no right to such information except pursuant
to our express written instructions.
3.9 Trademarks and Domain Names. You acknowledge
that WPC Productions Limited and/or its affiliates
within the Group and licensees, own all Intellectual
Property Rights comprised in any and all of the
Marketing Materials, our Services, the Site and
Our Marks. Any use of any trade mark, domain name
or trade name which contains, is confusingly similar
to or is comprised of Our Marks (other than in
accordance with the terms of this Agreement) without
our prior written permission shall be unauthorized
and further may constitute Fraud Traffic. By way
of example, but without limitation, you may not
register or use any of Our Marks in any part of
any domain name. You agree that all use by you
of Our Marks inures to our sole benefit and that
you will not obtain any rights in Our Marks as
a result of such use. You shall not register or
attempt to register any trade marks or names that
contain, are confusingly similar to or are comprised
of Our Marks, and You hereby agree to transfer
any such registration obtained by You to us upon
demand. You further agree not to attack ownership
of and title to Our Marks in any way.
4. REPORTS & PAYMENTS
4.1 Reports. We will track and report Player
activity for purposes of calculating your Affiliate
Fees. The form, content and frequency of the reports
may vary from time to time in our sole discretion.
Generally, you will receive a monthly report with
your payment indicating the number of new Players
signed up that month per Tracker and/or the total
amount due to you after any deductions or set
offs that we are entitled to make under this Agreement.
In addition, daily reports may be available online
for you to view new Players per Tracker. We hereby
exclude any and all liability for the accuracy
or completeness of any such reports.
4.2 Affiliate Fees. Subject to Section
4.4 below, Affiliate Fees will be paid to you
on a calendar month basis in accordance with the
Payment Plan we have approved in relation to the
relevant Services by email after you have completed
the registration process and/or where we have
activated additional Trackers. We may elect not
to accept your selected payment plan and we may
convert any payment plan and any associated Trackers
provided hereunder from a Percentage Share Payment
Plan to a Per Sign Up Payment Plan or vice versa
or to any other payment plan at any time, on notice
to you by email using the email address you provide
when you sign up as an Affiliate. In the event
that you are an affiliate for any Services offered
within the Group your activities may be subject
to different Payment Plans as contained in the
relevant Payment Plan terms for each relevant
Brand.
4.3 Sub-Affiliate Fees. Subject to Section
3.6, you will receive, in accordance with the
Payment Plan and Section 4.4 below, your commission
on the affiliate fees due and payable to your
Sub-Affiliate(s) for players they refer to our
Site.
4.4 Minimum Payment and Time of Payment.
Affiliate Fees will be paid into your Affiliate
Cashier Account within fifteen (15) days of the
close of each calendar month. ,We may impose reasonable
restrictions on the frequency and amounts that
can be cashed out of your Affiliate Cashier Account
for administrative convenience and/or to protect
the security of your account. Further, if the
amount due is negative in any particular month,
then that negative amount will carry over and
be deducted against the following month. In the
event, the balance carried over does not exceed
US $50 within a consecutive three (3) month period,
then the amount due will be voided and cancelled,
and we have the right to terminate the affiliate
agreement in this case..
4.5 Holdover for Fraud Traffic. In the
event that, in our sole discretion, we suspect
any Fraud Traffic, then we may delay payment of
the Affiliate Fees to you for up to one hundred
and eighty (180) days while we investigate and
verify the relevant transactions. We are not obligated
to pay Affiliate Fees in respect of Players who,
in our sole discretion, are not verifiably who
they claim to be or are otherwise involved with
Fraud Traffic. In the event that we determine
any activity to constitute Fraud Traffic, or to
otherwise be in contravention of this Agreement,
then in our sole discretion we may: (i) pay the
Affiliate Fees in full, (ii) recalculate them
in light of such suspected Fraud Traffic and/or
(iii) forfeit your future Affiliate Fees in respect
of Fraud Traffic (as appropriate).
4.6 Method of Payment. All payments will
be due and payable in United States Dollars or
such other currency as we will determine. Payment
will be made by cheque, wire, ACH or any other
method as we in our sole discretion decide; however
we will use reasonable endeavours to accommodate
your preferred payment method. Charges for wires
or courier charges for cheques will be covered
by you and deducted from your Affiliate Fees.
For the avoidance of doubt, we have no liability
to pay any currency conversion charges or any
charges associated with the transfer of monies
to your Affiliate Cashier Account.
4.7 Player Tracking :. You understand and
agree that potential Players must link through
using your Tracker or use your sign up bonus code
in order for you to receive Affiliate Fees. In
no event, are we liable for your failure to use
Trackers or for potential Players' failure to
properly enter valid Sign Up Bonus Codes. Notwithstanding
any other provision herein, we may at any time
and in our sole discretion alter our tracking
system and reporting format.
4.8 Disputes. If you disagree with the
monthly reports or amount payable, do NOT accept
payment for such amount and immediately send us
written notice of your dispute. Dispute notices
must be received within thirty (30) days of our
making available your monthly report or your right
to dispute such report or payment will be deemed
waived and you shall have no claims in such regard.
Further, deposit of payment cheque, acceptance
of payment transfer or acceptance of other payment
from us by you will be deemed full and final settlement
of Affiliate Fees due for the month indicated.
Notwithstanding the foregoing, if any overpayment
is made in the calculation of your Affiliate Fees
we reserve the right to correct such calculation
at any time and to reclaim from you any overpayment
made by us to you.
4.9 Money Laundering. You shall comply
with all applicable laws and any policy notified
by us through our Site or otherwise in relation
to money laundering and/or the proceeds of crime.
5. TERM AND TERMINATION
5.1 Term and Termination. This Agreement
will take effect when you indicate your acceptance
of these terms and conditions on the Affiliate
Sign Up Form and continue until terminated
in accordance with the terms of this Agreement.
5.2 Termination By You. You may terminate
this Agreement, with or without cause, immediately
upon written notice to us which you may send by
email
marked “Termination PartyPoker”.
5.3 Termination By Us. We may terminate
this Agreement, without cause at any time, upon
written notice to you which we may send by email
to such email address you have provided to us
or by fax to such fax number you may have provided
to us. In the event we terminate, we shall be
entitled to automatically render any Trackers
inoperative.
5.4 Effect of Termination. The following
will apply where we terminate:
- You shall stop promoting the
Site and all rights and licenses given to
you under this Agreement will terminate immediately;
- You shall return all confidential
information and cease use of any of Our Marks
and the Marketing Materials;
- We may leave open, redirect
or deactivate any Trackers in our sole discretion
without any obligation to pay you for new
Players who subsequently become Players;
- Provided that we have paid or
do pay to you such sums as are due at the
date of termination which shall be subject
to any rights we have to make deductions hereunder,
we will have no further liability to pay you
any further sums; and
- Sections 2, 3.5, 3.8, 4.5, 5.4,
6, 7 and 8 and such other provisions as are
necessary for the interpretation or enforcement
of this Agreement shall survive any termination
or expiry of this Agreement.
6. LIABILITIES
6.1 No Warranties. WE MAKE NO WARRANTIES
OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED
BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO
THE AFFILIATE PROGRAM, OUR SITE OR ANY CONTENT,
PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED
THERETO OR THAT OUR SITE, SYSTEM, NETWORK, SOFTWARE
OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES)
WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT
TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR
PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING.
EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT,
ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS
AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST
EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER
WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE
REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK,
SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations.
We may, in our sole discretion, use any available
means to block,restrict, remove or discount from
your tracker certain Players, deposits or play
patterns or reject the applications of potential
Players and/or Affiliates so as to reduce the
number of fraudulent, unprofitable transactions
or for any reason. We do not guarantee, represent
or warrant the consistent application and/or success
of any fraud prevention efforts.
6.3 Liability Limitations. Our obligations
under this Agreement do not constitute personal
obligations of the owners, directors, officers,
agents, employees, vendors or suppliers of the
Site or Services other than as provided under
this Agreement. Other than as expressly provided
in this Agreement, in no event will we be liable
for any direct, indirect, special, incidental,
consequential or punitive loss, injury or damage
of any kind (regardless of whether we have been
advised of the possibility of such loss) including
any loss of business, revenue, profits or data.
Our liability arising under this Agreement, whether
in contract, tort (including negligence) or for
breach of statutory duty or in any other way shall
only be for direct damages and shall not exceed
the revenues generated and payable hereunder over
the previous twelve months at the time that the
event giving rise to the liability arises. However,
nothing in this Agreement will operate to exclude
or limit either party's liability for death or
personal injury arising as a result of that party's
negligence or for fraud.
6.4 Indemnification. You shall defend,
indemnify and hold us and our officers, directors,
employees and representatives harmless on demand
from and against any and all claims, demands,
liabilities, losses, damages, costs and expenses
(including reasonable legal fees) resulting or
arising (directly or indirectly) from your breach
of this Agreement.
6.5 Set off. Without prejudice to any other
rights or remedies available to us under this
Agreement or otherwise, we shall be entitled to
set off any payments otherwise payable by us to
you hereunder, against any liability of you to
us, including any claims we have against you resulting
from or arising from, your breach of this Agreement.
7. INDEPENDENT INVESTIGATION
7.1 Independent Investigation. YOU WARRANT
THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF MARKETING THE SITE OR SERVICES.
7.2 Independent Research. YOU UNDERSTAND
THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY,
STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT
THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS
WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT
YOU MAY PARTICIPATE IN OUR AFFILIATE PROGRAM WITHOUT
VIOLATING ANY APPLICABLE RULES OR LAWS.
8. MISCELLANEOUS
8.1 Notices. All notices pertaining to
this Agreement will be given by email as follows:
to you at the email address provided by you on
the Affiliate Sign Up Form (or as subsequently
updated by you to us in the event of change),
and to us
and if unsatisfied with the response then to claims. Any notice
sent by email shall be deemed received on the
earlier of an acknowledgement being sent or 24
hours from the time of transmission.
8.2 Relationship of Parties. There is no
relationship of exclusivity, partnership, joint
venture, employment, agency or franchise between
you or us under this Agreement. Neither party
has the authority to bind the other (including
the making of any representation or warranty,
the assumption of any obligation or liability
and/or the exercise of any right or power), except
as expressly provided in this Agreement.
8.3 Non-Exclusive. You understand that
we may at any time (directly or indirectly), enter
into marketing terms with other Affiliates on
the same or different terms as those provided
to you in this Agreement and that such Affiliates
may be similar, and even competitive, to you.
You understand that we may re-direct traffic and
users from the Site to any other online site that
we deem appropriate in our sole discretion, without
any additional compensation to you.
8.4 Confidentiality and Non Disclosure.
As an Affiliate, you may receive confidential
information from us, including confidential information
as to our marketing plans, marketing concepts,
structure and payments. This information is confidential
to us and constitutes our proprietary trade secrets.
You shall not disclose this information to third
parties or use such information other than for
the purposes of this Agreement without our prior
written consent, save as expressly required by
law (provided that any such disclosure is only
to the extent so required).
8.5 Press. You may not issue any press
release or other communication to the public with
respect to this Agreement, Our Marks or your participation
in this Affiliate Program without our prior written
consent, except as required by law or by any legal
or regulatory authority.
8.6 Assignment. Except where you have received
our prior written consent, you may not assign
at law or in equity (including by way of a charge
or declaration of trust), sub-license or deal
in any other manner with this Agreement or any
rights under this Agreement, or sub-contract any
or all of your obligations under this Agreement,
or purport to do any of the same. Any purported
assignment in breach of this clause shall confer
no rights on the purported assignee.
8.7 Governing Law. This Agreement shall
be governed by and construed in accordance with
the laws of Gibraltar without giving effect to
conflicts of law principles. You irrevocably agree
to submit, for the benefit of us, to the exclusive
jurisdiction of the courts of Gibraltar for the
settlement of any claim, dispute or matter arising
out of or concerning this Agreement or its enforceability
and you waive any objection to proceedings in
such courts on the grounds of venue or on the
grounds that proceedings have been brought in
an inconvenient forum.
8.8 Severability. Whenever possible, each
provision of this Agreement will be interpreted
in such a manner as to be effective and valid
under applicable law but, if any provision of
this Agreement is held to be invalid, illegal
or unenforceable in any respect, such provision
will be ineffective only to the extent of such
invalidity, or unenforceability, without invalidating
the remainder of this Agreement or any other provision
hereof.
8.9 Entire Agreement. This Agreement embodies
the complete agreement and understanding of the
parties hereto with respect to the subject matter
hereof and supersedes any prior agreement or understanding
between the parties in relation to such subject
matter. Each of the parties acknowledges and agrees
that in entering into this Agreement, it has not
relied on any statement, representation, guarantee
warranty, understanding, undertaking, promise
or assurance (whether negligently or innocently
made) of any person (whether party to this Agreement
or not) other than as expressly set out in the
Agreement. Each party irrevocably and unconditionally
waives all claims, rights and remedies which but
for this clause it might otherwise have had in
relation to any of the foregoing. Nothing in this
Section shall limit or exclude any liability for
fraud.
8.10 Default Interest. Subject to Section
6.5, if we fail to pay you by the due date any
amount payable by us under this Agreement, you
shall be entitled but not obliged to charge us
interest on the overdue amount, from the due date
up to the date of actual payment, at the rate
of 2 per cent per annum above the base rate for
the time being of Barclays Bank Plc in Gibraltar.
8.11 Third Party Rights. Except insofar
as this Agreement expressly provides that a third
party may in their own right enforce a term of
this Agreement, a person who is not a party to
this Agreement has no right under local law or
statute to rely upon or enforce any term of this
Agreement but this does not affect any right or
remedy of a third party which exists or is available
apart from under that local law or statute.
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Last modified 8 October 2005 |
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