PRIME AFFILIATION AGREEMENT
This Affiliation Agreement ("Agreement") contains the complete terms and conditions between ourselves, Prime Online LTD. ("Prime Online LTD.", "we" or "us"), and you, regarding your application to participate as an affiliate of Prime Online LTD. ("you"). As an affiliate your role will be to promote the Services offered through the Site (as both capitalized terms are defined below). We will use our reasonable commercial efforts to support you in promoting our Services.
EXECUTION BY YOU OF THIS AGREEMENT AS SET FORTH BELOW CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND WILL BE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US.
Prime Online LTD. reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time. Your continued use of the Site after any such modification and notification thereof shall constitute your consent to such modification.
1. Definitions and Interpretations.
1.1. "Account" means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracker.
1.2. "Affiliate Fee" means 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.
1.3. "Affiliate Program" means a program established by us for qualified affiliates which enables said affiliates to promote the Services and earn Affiliate Fee based on your elected Payment Plan.
1.4. "Affiliate Section" means the password-protected area of the Website that is accessible to you (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.
1.5. "Marketing Materials" means Banners, Landing Pages, Emails, Text Links and any other marketing materials (which may include Our Marks) that is used to connect Players to our Services from website (or other electronic method).
1.6. "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.
1.7. "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 an Account, our system automatically logs the Tracking URL and records you as the affiliate.
1.8. "Players" means Real Money, Lead or Fun Players as defined in this agreement
1.9. "Fun Player(s)" means Players who successfully completed the registration process required in connection with a Service and who are not from a Prohibited Jurisdiction.
1.10. "Lead Player(s)" means a player, that completed successfully the registration to play for real Money and did not make a first deposit and who are not from a Prohibited Jurisdiction. A successful registration is done if at least first name, last name, phone number and email address are given such as bets were placed.
1.11. "Real Money Player(s)" means any person who has opened an Account through your Tracker who has not held an Account before and who makes the required deposit in connection with a Service.
1.12. "Payment Plan" means with respect to each Service, a CPF Payment Plan, a CPL Payment Plan, a CPA Payment Plan, a Revenue Share Payment Plan or any other Payment Plan that was agreed in writing via email.
1.13. "CPF Payment Plan" means a payment plan in which you are being compensated according to the number of Fun Players referred by you to the Services.
1.14. "CPL Payment Plan" means a payment plan in which you are being compensated according to the number of Lead Players referred by you to the Services.
1.15. "CPA Payment Plan" means a payment plan in which you will receive a one-off payment for every Real Money Player you direct to any of our Sites through your Tracking URL or your Tracker. Affiliate is eligible to a CPA if a new Player meets the activity requirements agreed upon in writing between the parties In the event of a Chargeback received against or issuance of credit to a qualifying Player, that Player will be discounted for the purpose of the CPA Plan. Any Fraud Traffic, as defined in this agreement, or Fraudulent Activity will also be deducted from the CPA Payment Plan. CPA Payment plan is not paid to an account that is locked within the same calendar month that the CPA is calculated.
1.16. "Revenue Share Payment Plan" means a Payment Plan in which Affiliate is being compensated according to certain percentage levels (as detailed in the "Brands & Commissions" section of the Site) from the Net Revenue generated by Players in any given month.
1.17. "Net Revenue" means the sum total of all of a Playerâ€™s bets while playing, less the winnings of a Player, less any credits, bonus or promotional amounts given to a Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Player. As are any Fraud Traffic, as defined in this agreement or Fraudulent Activity deducted from the Net Revenue.
1.18. "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.
1.19. "Our Marks" means the words â€œPrime Partnersâ€, "Prime Casino", â€œPrime ScrachCardsâ€, "Prime Poker", "Play65", "Mega Casino", "Prime Slots", â€œPrime Fortuneâ€, â€œPrime Slots.itâ€, â€œPrime Winnersâ€, Prime Luckyâ€, â€œPrime Grattageâ€ "Prime Gaming", "Indgovind", "Prime Backgammon" and/or any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of the foregoing name, mark or any other name or mark owned from time to time by us and/or our services brand name.
1.20. "Services" means any product or service provided on our Site.
1.21. "Sign Up Bonus Codes" means a unique alphanumeric code that we may make available to you to provide to prospective Players and which they may enter when opening an Account.
1.22. "Site" means www.primepartners.com and any other online site or platform which is owned, operated or controlled by or on behalf of us from time to time and each of its related pages.
1.23. "Sub-Affiliate" mean persons PrimePartners Affiliate Program through your unique trackers as regular affiliates, and in respect of which we shall pay you certain commissions, as further described in this Agreement.
1.24. "Prohibited Jurisdiction" means any jurisdiction, country or state in which the promotion of the Services is, in our judgment, illegal. A list of Prohibited Jurisdictions is found on our Site and may be updated by us from time to time.
1.25. "Fraud Traffic" means any deposits, revenue or traffic generated through Unsolicited Promotions, illegal means or in bad faith to defraud us, regardless of whether or not it actually causes harm to us. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share (through cash payments or otherwise) the Affiliate Fee directly or indirectly with Players, and any other unauthorized use of any third party accounts or Intellectual Property Rights.
1.26. "Charge Back" means a situation where a Player or the credit card issuing bank or any other third party payment solution provider affects a reversal of charges in relation to a credit card or third party purchase transaction is regarded as Fraud. Charge Backs will be deduced in the month they are charged.
1.27. "Fraudulent Activity" means a deception which in the sole opinions of PrimePartners.com, is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain and shall include Fraud Costs.
1.28. "Fraud Costs" means any costs (financial or otherwise) that PrimePartners.com or its brands incur as a direct or indirect result of Fraudulent Activity by Yourself, Your employees and/ or Customers/ players whom You, as Affiliate, have introduced to.
1.29. "Unsolicited Promotions" means any emails or any other messages that are circulated by you, directly or indirectly, including messages that are posted on newsgroups, chatboards and other types of online forums which:
1.29.1. are directed at people who have not consented to receiving promotional messages from you;
1.29.2. contain false or misleading statements;
1.29.3. do not truthfully identify the source or the originating IP Address; or
1.29.4. do not provide the recipient with an option to easily "Remove" them from receiving future mailings or promotions.
2. TERMS AND CONDITIONS
2.1. Affiliate Program Application and Enrollment: To become an affiliate you shall provide complete and true information when completing an affiliate application and promptly update such information, if part or all of it changes. We will evaluate your application and, where applicable, notify you of your acceptance. We may reject your application in our sole discretion without being required to provide any reasoning.
2.2. Marketing Activities and Responsibilities: You shall market the Services offered on the Site to potential Players. 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:
2.2.1. 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;
2.2.2. Promote our Site and/or Services through Unsolicited Promotions;
2.2.3. Promote our Site and/or Services in a Prohibited Jurisdiction;
2.2.4. Develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of the Services and/or the Site 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;
2.2.5. Use Marketing Materials in a manner that may potentially confuse a Player or potential Player;
2.2.6. Place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium:
126.96.36.199. Infringes any third party's Intellectual Property Rights;
188.8.131.52. Copies or resembles the Site, or other affiliate's site in whole or in part;
184.108.40.206. Disparages us or otherwise damages our goodwill or reputation in any way;
220.127.116.11. Frames any page of the Site in whole or in part;
18.104.22.168. In violation with the LCCP 22.214.171.124 under the UK Gambling commission Act which describes any adverts on any "piracy" websites which allow users to illegally download films and music or any other content to be illegal;
2.2.7. in any way alter, redirect or in any way interfere with the operation or accessibility of the Site or any page thereof;
2.2.8. 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, including by assisting a potential Player who has difficulties registering as a Player, make deposits, etc') any other person to register as a Player;
2.2.9. offer any so-called â€ incentiveâ€, means the offering or providing by you or any third party of any financial or otherwise content to potential Players in return for their activities.
2.2.10. 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 and/or the Service;
2.2.12. 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;
2.2.13. 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 utilize any such means or site to create the impression that such sites are the Site (or any part of the Site);
2.2.14. attempt to communicate to Players whether directly or indirectly to solicit them to move to any online site not owned by us or for other purposes without our prior written approval.
2.2.15. (i) actively target Customers located in France, US, US territories or any other prohibited jurisdiction in order to promote any of our Marks as per clause 1.20 herewith, including but not limited to sending Customers unsolicited correspondence, Marketing Material, the use of bannering, off-line advertising and direct marketing; and
(ii) send to any of our Marks included but not limited to those listed in clause 1.20 herewith French traffic or players from a .fr based domain.
2.3. Approved Marketing Materials: In providing the marketing activities referred to in Section 2.2 above, 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 customized promotional materials provided to you will be at your cost and deducted from the Affiliate Fees, unless otherwise agreed by us. 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.
2.4. Competitive Marketing: You shall not conduct any marketing activity in respect of our Marks, which in any way might compete or interfere with our marketing efforts. The following activities will be considered as activities, which if undertaken by you, would compete or interfere with our own marketing efforts and are prohibited: (i) the placement of Text Links and Banners on any internet site, including social networks, blogs and forums, on which we place advertisements for the Sites (which includes, but shall not be limited to, internet sites, including social networks, blogs and forums on which advertisements for the Sites are already distributed); and (ii) the promotion of the Sites by you by way of keyword advertising with internet search engines; and (iii) PPC and Keyword Bidding for terms identical or similar to any of the trademarks, trade names, URLs which are used by us and the our Marks ;
2.5. Non Assignment: Without prejudice to Section 2.6, 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.
2.6. 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 Site (under a section called "sub Affiliate"). You will only receive credit for Sub-Affiliates which comply with all applicable terms of this Agreement. The Sub-Affiliate Commission received by you shall be linked to the commission scheme elected by the Sub-Affiliate and shall not be determined by the commission scheme of your choice. By way of example only, in the event that you have elected to receive CPA commissions from Prime Partners but your Sub-Affiliate has elected to receive Revenue Share commissions, your Sub-Affiliate Commission shall be calculated on a per net revenue basis, including negative carry over.
Any person registered as an affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not:
2.6.1. register yourself or any person controlled by you as your own Sub-Affiliate;
2.6.2. use fictitious or alias names for the registration of Sub-Affiliates;
2.6.3. offer any type of enticement of money or money equivalent to potential Sub-Affiliates unless such enticements are approved in writing by us; or
2.6.4. attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate.
2.7. Commercial Use Only: The marketing opportunity as described in this Agreement is for commercial use only. You shall not register as a Player or make deposits to any 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 also constitute Fraud Traffic.
2.8. Player Information: 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.
2.9. Trademarks and Domain Names: You acknowledge that Prime Online LTD. and/or its affiliate companies 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 trademarks 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 challenge ownership of and title to Our Marks in any way.
2.10 Account Inactivity: In the event that any Affiliate fails to send, or otherwise refer, a new active depositing player within any consecutive 3 month period, then any Commission which would otherwise be due to that Affiliate in terms of these Terms and Conditions will , immediately and automatically, be reduced to 10% of the Commission that You would otherwise be entitled to. Once a new active depositor player has been sent, or otherwise referred, then the originally entitled and applicable Commission will be re-instated, and payment made in accordance with the normal terms in this regard, save that any Commission which was earned during the period of inactivity will be limited to 10% of the Commission that You would otherwise be entitled.
3. REPORTS & PAYMENTS
3.1. 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. After you log in to the Site, you may access through the "Report Section" of the Site your online report. Reports will generally be updated on a daily basis. Reports might change or update during the month of activity and will be finalized by the 10th of the following month. Once finalized no further changes or updates may be applied to the reports.
3.2. Affiliate Fees: All commissions shall be paid to you on a monthly basis, within approximately 15 days following the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide Prime Online LTD. with incorrect or incomplete details in relation to your preferred payment method and Prime Online LTD. is not able to transfer the commissions to you, Prime Online LTD. reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. Prime Online LTD. shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission, payment processing commissions and fees paid to the processing service provider upon any transaction of the Players, third party licensing fees, royalties or other payments payable by Prime Online LTD. to third parties in relation to branded games, as well as any tax, charge, tariff or similar mandatory payment charged on gaming turnover, deposits or other revenue derived from your gaming activity or activity volume by any authority having jurisdiction over Prime Online LTD. in any territory.
3.3. No-Negative Carryover: In case your balance under a Revenue Share Payment Plan in any given month is negative due to Customer winnings and/or Non Cash Items and/or Cash Items and/or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will be carried over (see 3.4 High Roller Policy for additional information).
3.4. High-Roller Policy:
3.4.1. In any given month, if an individual player generates a negative net win of at least â‚¬10,000 ('high-roller'), and the aggregate net win in that month for that affiliate is negative â‚¬2,000 or greater, then the high-roller policy will apply.
3.4.2. If both of the above criteria are met (see clause 3.4.1) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller.
3.4.3. The negative balance carried forward cannot be set-off against other players net win.
3.4.4. The negative balance carried forward cannot be greater than the total aggregate negative net win for the affiliate, for that month.
3.4.5. If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.
3.4.6. The negative balance of a high-roller will be reduced by future positive net win that they generate in subsequent months. A negative balance will not be increased by future negative net win unless the high-roller meets the qualifying criteria in subsequent months (see clause 3.4.1).
3.4.7. Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month.
3.5. Sub-Affiliate Fees: You will receive, in accordance with the Payment Plan and Section 3.6 below, your commission on the affiliate fees due and payable to your Sub-Affiliate(s) for Players they refer to our Services.
3.6. Limitation of Payment Obligation: In the event we do not receive a payment or a part thereof from a publisher who's Services are being offered at the Site, we shall use our reasonable commercial efforts to collect said payment. If despite using such reasonable efforts we are unable to collect such payment, we may not be obligated to pay to you the Affiliate Fees or a part thereof for which said payment has not been received but will attempt in good faith to offer you alternative compensation (i.e., promotions, bonuses).
3.7. Confirmation of Affiliate Fees: We will inform you of your Affiliate Fees via notice to you by email using the email address you provide when you sign up as an affiliate (as may be updated from time to time) within ten (10) days of the close of each calendar month. We will only proceed in issuing payment after receiving a written confirmation back from you.
3.8. Minimum Payment and Time of Payment: Subject to this Agreement, Affiliate Fees will be paid and sent out to you within five (5) business days from the receipt of your confirmation as per clause 3.7 herewith. Payment will only be effected if commission balance amount exceeds the minimum thresholds of the selected payment method, as per clauses 3.8.1 and 3.8.2 below:
3.8.1. At least â‚¬30 by the end of a Gregorian month to receive via Neteller/Paypal.
3.8.2. At least â‚¬500 by the end of a Gregorian month to receive it by wire transfer.
3.9. Delivery of Affiliate Fee: We will deliver the Affiliate Fee to the account specified by you upon enrollment or to another account subsequently requested by you in writing and in advance. We will not be responsible for any payment so delivered and not accepted by you in the event you failed to update your account information.
3.10. Holdover for Fraud Traffic: In the event that, in our reasonable discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Fees to you for up to ninety (90) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Fees in respect of Players who, in our reasonable 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 reasonable discretion we may: (i) recalculate the Affiliate Fees in light of such suspected Fraud Traffic and/or (ii) forfeit your future Affiliate Fees in respect of Fraud Traffic (as appropriate).
3.11. Money Laundering: You are not using or intending to use or intending to allow any other person to use your PrimePartners.com Affiliate Account for any prohibited or unlawful activity, including but not limited to, fraud or money laundering, under the laws of your jurisdiction or any other applicable laws in any other jurisdiction. To assure this, all commission payments must be issued to the name and information on your PrimePartners.com Affiliate Account.
3.12. Method of Payment: All payments will be due and payable in Euros or such other currency as we will determine. Payment will be rendered according to the payment method requested by you in writing (i.e., wire transfer, paypal, Neteller). 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 bank account.
3.13. Player Tracking and Active Players: You understand and agree that potential Players must link through using your Tracker 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.
3.14. 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 or offset from you any overpayment made by us to you.
4. TERM AND TERMINATION
4.1. Term: The term of this Agreement will commence on submission of Your registration to PrimePartners.com or on submission of Your registration to PrimePartners.com handled by a team member of PrimePartners shall endure until terminated for any reason on notice by either Party.
4.2. Termination: Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
4.3. Consequences of Termination: All rights and licenses granted to You in this Agreement shall immediately terminate. You must immediately remove any reference to PrimePartners.com and any of its Marks from Your site and disable any links from Your site to same. In particular, You shall immediately remove access to any derivative website established by Yourselves.
4.3.1 Upon termination for reasons other than breach of this Agreement by Yourselves, You shall continue to be entitled for a period of six months to receive Commission on the terms and conditions as specified herein.
4.3.2 If We continue to permit activity (generation of revenue) from Customers directed by You after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
4.4 You will return to Us any Confidential information and/or Customer Information, and all copies of it in Your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations relating to Us or to Our Marks.
4.5 You and Us and Our Marks and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination.
5.1. 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.
5.2. Billing and Collection Limitations: We may, in our sole discretion, use any available means to block or restrict 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.
5.3. 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.
5.4. 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 and expenses) resulting or arising (directly or indirectly) from your breach of this Agreement.
5.5. Set off: Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to setoff 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.
6. FORCE MAJEURE.
We shall not be liable for delay in performance or failure to perform in whole or in part in accordance with the terms and conditions contained herein due to causes beyond our reasonable control, including, without limitation, interruption of internet service, strike, lockout, labor disputes, governmental restrictions, governmental regulations, governmental controls, judicial orders, embargoes, blockades, war, riot or civil commotion, acts of the public enemy, insurrection, sabotage, or fire, explosion, storm, flood or other acts of God. In any such event, the period for our performance shall be extended by the duration of the condition.
7.1. 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 enrollment form (or as subsequently updated by you to us in the event of change), and to us at: [email protected]rtners.com. 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.
7.2. 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.
7.3. 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.
7.4. 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).
7.5. 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. We may assign this Agreement to an affiliate company or a successor thereof.
7.6. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Cyprus without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the federal courts of Cyprus 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.
7.7. 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.
7.8. Entire Agreement: This Agreement embodies the complete agreement and understanding between you and us with respect to the subject matter hereof and supersedes any prior agreement or understanding between you and us in relation to such subject matter. You acknowledge and agree that in entering into this Agreement, you have not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether us or anyone on our behalf) other than as expressly set out in the Agreement.
7.9. No 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.
This Agreement has been updated on 12/08/2013