Terms and Conditions

This Agreement constitutes the sole agreement between You and Us, applies to all members of the Affiliate Programme, and cannot be varied unless the parties have specifically entered into written and signed agreements specifying to what extent such amendments or variations override or otherwise replace the terms of this Agreement. By using this Website and/or registering as an affiliate with the Affiliate Programme, You are deemed to have read, understood, accepted and agreed to be bound by the terms of this Agreement, without exception.
We may, at any time, for any reason whatsoever, at Our sole discretion, modify any portion of this Agreement, by posting a new version of this Agreement on the Website. Whilst We will endeavour to advise You when any such changes to this Agreement are made, it remains Your sole responsibility to periodically and regularly check this Agreement, and the version number hereof , to take account of such changes. Modifications may include, but are not necessarily limited to, changes to Commission calculation and payment processes.
In the event that any change or modification to this Agreement is not agreed by You, Your only recourse is to terminate this agreement with the effect that no further Commission will be paid to You.
Language Discrepancies: In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.

Preamble

Whereas:

A. We operate the Affiliate Programme and the Website; and

B. Affiliates may market and promote the Online Gambling Operators represented by the Affiliate Programme; and

C. These Terms and Conditions/this Agreement govern the relationship between the Affiliates and Us.

1. Definitions

1.1. “Affiliate/You/Your” means a member of the Affiliate Programme, whether a natural or juristic person, having registered and having been accepted by Us as an affiliate in accordance with this Agreement;

1.2. “Affiliate Programme” means the affiliate Programme offered and operated by Us and explained in further detail in this Agreement;

1.3. “Agreement” means these terms and conditions and includes all annexes and/or schedules hyperlinked within these terms and conditions, and also includes any subsequent versions hereof, posted from time to time in accordance with Our rights in paragraph 2.2 below;

1.4. “Chargeback” means where a Player or the credit card issuing bank or any other third party payment solution provider effects a reversal of charges in relation to a credit card or third party purchase transaction. For the purposes of calculating Net Revenue, this is regarded as Fraud. Chargebacks are deducted in the month they are charged;

1.5. “Commission” means all income and/or revenue earned by You in respect of referral of Players to the Online Gambling Operators, which shall be payable in accordance with clause 8 below;

1.6. “Confidential Information” means:

1.6.1. any information, of whatever nature, which has been or may be obtained by You from Us, the Online Gambling Operators and/or any associated entities, whether through the Affiliate Programme or otherwise. This includes information obtained both in writing or in electronic form, or pursuant to discussions with Us or the Online Gambling Operators. Also, any information which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas;

1.6.2. analyses, concepts, compilations, studies and other material prepared by or in possession or control of You, which contain or otherwise reflect or are generated from any such information as is specified in this definition; and

1.6.3. the details of any dispute between You and Us resulting from this Agreement;

1.7. “Customer” means Player;

1.8. “Delinquent Activity” means activities which, in Our sole opinion, are deliberately practiced by an Affiliate in order to secure a real or potential, unfair or unlawful gain in their dealings with Us;

1.9. “Dormant” means acquiring no new active players for a period of three months;

1.10. “Fraud Costs” means any costs (financial or otherwise) that We incur as a direct or indirect result of Fraudulent Activity by You, Your employees and/or Customers/Players whom You, as Affiliate, have introduced to Us;

1.11. “Fraudulent Activity/Fraud” means a deception which in Our sole opinion, is deliberately practised by a Player or an Affiliate in order to secure a real or potential, unfair or unlawful gain and shall include Chargebacks Fraud Costs;

1.12. “Intellectual Property” means any and all now-known or hereafter-known, tangible and intangible rights associated with works of authorship throughout the world, including but not limited to:

1.12.1. copyright;

1.12.2. trademark and trade name rights;

1.12.3. domain name and rights;

1.12.4. trade secret rights;

1.12.5. patents, designs and algorithms;

1.12.6. all other intellectual property rights of whatever nature, however known around the world. This includes logos, distinctive marks and any other unique identifiable feature, whether arising by operation of law, contract, licence or otherwise and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues now or hereafter;

1.13. “Online Gambling Operators” means all of the online casinos, bingo rooms and poker rooms on behalf of which we offer and operate the Affiliate Programme and which are listed here:

www.vogliadivincere.it, and any other brands that are either notified to you from time to time, or which are reflected in these terms and conditions as amended from time to time.

1.14. “Parties” means You and Us;

1.15. “Player” also referred to as “Customers”, for the purposes of this Agreement means a customer referred by You to Us in accordance with such conditions applicable to such referral as are stipulated in this Agreement;

1.16. “Second-Tier Affiliate” means a party who You refer to Us and whom we accept as an Affiliate and who is thereafter tagged as Your referred party;

1.17. “Spam” means unsolicited e-mail, sent indiscriminately to one or more mailing lists, individuals, or newsgroups;

1.18. “Us, We, Our” means Napier Limited trading as 1Click Partners , the exclusive Affiliate Programme provider to Voglia di Vincere (www.vogliadivincere.it) about which more information can be obtained from the Website;

1.19. “Website” means our website located at www.1clickpartners.com.

1.20. “Writing” or “Written” may include typed, hand-written and/or emailed correspondence.

2. Registration

2.1. In order to enrol for the Affiliate Programme, You must register by completing and submitting the online form, which may be found on the Website http://www.1clickpartners.com/register/.

2.2. By submitting an application to be registered as an Affiliate, You:

2.2.1. warrant that You are over the age of legal majority in Your jurisdiction (meaning that You are over the age required by law in Your jurisdiction for entering into a legally binding contract) and that You are not aware of any lawful impediment precluding You from entering into this agreement;

2.2.2. warrant that the information with which You provide Us upon registration is complete, current, valid and honest;

2.2.3. in the event that You are registering a juristic or corporate entity as an Affiliate, You have the full right, power and authority to enter into this Agreement on behalf of such entity;

2.2.4. warrant that all Your marketing activities adhere to the eCOGRA (e-Commerce Gaming and Regulation Assurance) Generally Accepted Practices (eGAP);

2.2.5. Irrevocably agree to be bound by this Agreement.

2.3. Upon submission of Your application to become an Affiliate, We shall consider the same, and the decision whether to accept You as an Affiliate or not shall be entirely at Our sole discretion. We shall notify You in a timely manner of Our acceptance or rejection thereof.

2.4. Upon our acceptance of Your application, You will automatically be granted, by Us, the non-exclusive right to direct Players to the Online Gambling Operators in accordance with the terms and conditions of this Agreement.

3. Affiliate Duties & Responsibilities

3.1. As an Affiliate, You will be responsible for promoting one or more of the Online Gambling Operators by implementing the advertising banners and special tracking URLs (as provided by Us and designed to identify all Player traffic generated by You as having been directed to Us by You) on Your websites, in Your e-mails and in all other communications with potential Players.

3.2. The objective of promoting the Online Gambling Operators, as described in clause 3.1 above, shall be to drive, direct or refer Players to the Online Gambling Operators, using Your unique URL as the hyperlink thereto. By directing Players in such manner You will be ‘tagging’ or claiming such Players as your own referrals and which will therefore be assigned to You/Your account.

3.3. Only properly ‘tagged’ Players will be assigned to an Affiliate. Should Your tag be improperly inserted into any marketing material or not properly received by the Online Gambling Operator servers, the resulting Player registration and purchases will not be assigned to You. It is wholly Your responsibility to ensure that all referred Players are properly tagged.

3.4. The Online Gambling Operator assumes ownership of potential Players at point of first official contact with such party referred by You. In this regard, You act only as a referring agent for the Online Gambling Operators. The Online Gambling Operators reserve the sole, unfettered and exclusive right to refuse Players (or to close their accounts) if necessary, (for example, but not necessarily limited to) to comply with any requirements which the Online Gambling Operators either may establish from time to time, or pursuant to any applicable legal instrument . In the event that any Players’ account/s are suspended, or closed, by the Online Gambling Operator, and then is/are subsequently re-activated, then such Player/s will be reassigned/retagged to You, and You will be entitled to earn referral fees in terms of this Agreement.

3.5. You shall also be entitled to register Second-Tier Affiliates with Us, provided that such Second-Tier Affiliate is a genuine arms-length person/entity and that You therefore derive no financial benefit whatsoever from Commissions paid by Us to a Second-Tier Affiliate. In the case of juristic corporate persons or entity, the Affiliate shall not be entitled to register as a Second-Tier Affiliate, any entity in which the Affiliate has any shareholding, financial interest or benefit whatsoever. For further information regarding Second-Tier Affiliates and any commission payable in this regard, please see the information posted here.

3.6. In the event that you refer a Second-Tier Affiliate to the Affiliate Programme, You will have 90 days in which to confirm that they are tracked to You through one of Your banner tags. After this period, We will not map any untracked Second-Tier Affiliates back to You, and You will not be eligible for any earnings from such Second-Tier Affiliates. In the event that You are unsure if a Second-Tier Affiliate is tracked to you, it shall be Your responsibility to contact Your account manager, within the aforementioned 90 day period.

3.7. You must ensure that you comply with any relevant and applicable laws in the jurisdiction in which You are domiciled and any jurisdictions in which You operate, including but not limited to data protection laws and marketing/advertsing restrictions/guidelines.

4. Marketing Materials

4.1. Any content which You choose to display/use on Your sites, or for Your marketing purposes, and in all communications published or disseminated by You relating to any of the Online Gambling Operators, must first be approved by Us. Any display and/or use of content upon Your website or in Your communications that We, at our sole discretion, deem unsuitable may result in this Agreement being terminated immediately and the loss of all future Commissions to You. Without derogating from the generality of the foregoing, content that we deem unsuitable includes, but is not limited to: content aimed at children; and/or containing sexually explicit materials; and/or promoting violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; and/or promoting illegal activities; and/or or violating the intellectual property rights of any third party including, but not limited to the intellectual property belonging to the Online Gambling Operators.

4.2. Notwithstanding anything to the contrary contained in this Agreement, only approved and properly tagged creative materials supplied by Us from time to time, whether supplied directly or upon the Website, may be used to promote the Online Gambling Operators. Advertorials and personal endorsements are permissible, but all materials not available upon the Website are required to be approved by Us in writing in advance of the use thereof.

4.3. From time to time, we may provide You with special promotional material and resources, in order to assist You to improve Your marketing of the Online Gambling Operators. When such material is made available by Us, You shall be obliged to make use thereof.

4.4. Affiliates may not modify any banners or other creative material supplied by Us without Our prior written approval. The appearance and syntax of the hyperlinks shall be designed and designated by Us and constitute the only authorized and permitted hyperlinks that may be used in connection with the websites of the Online Gambling Operators.

4.5. In the giving of effect to this Agreement You may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.

4.6. Any form of Spam will result in Your account being placed under review and all funds owed to You being withheld, pending an investigation. If Our Merchant incurs expenses and/or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/or damages will be deducted from Your account should Our Merchants seek recourse against Us. If this occurs the amount of such expenses and/or damages as determined by a Merchant will be deemed fair and final and acceptable to You. Should these expenses and/or damages not be covered by funds in Your account, we have the right to investigate other means of obtaining payment, for example: should Your account have generated purchasing accounts we will hold payment of commission for these accounts until such a time as the account for expenses and/or damages has been cleared. Should your account be inactive or not be generating profit through commission payments, We shall have the right to demand payment from You.

5. General Conduct

5.1. You are not entitled, nor are You so authorised, to make any claims, representations, or warranties in connection with Us, or the Online Gambling Operators, other than those specifically made in any marketing material provided by Us. You are not entitled to alter such material or to extract portions thereof. All such marketing materials shall be depicted in their original format only. In addition, You shall have no authority to, and shall not, bind Us or the Online Gambling Operators to any obligations whatsoever.

5.2. You will not knowingly benefit, in any way whatsoever, from any Player traffic to the Online Gambling Operators generated by You, apart from the activities authorized by Us in terms of this agreement for the Commissions. This also applies to other benefits due to you in terms of this Agreement, whether or not it actually causes Us or the Online Gambling Operators any damage. You will not be entitled to make use of the Online Gambling Operators for Your own personal use under any circumstances for the entire duration that you remain an affiliate, other than as specifically set out in this Agreement.

5.3. Should You breach clause 5.2 above, or should You, or any Player directed to the Online Gambling Operators as a result of Your marketing efforts, engage, or participate, in any Fraudulent Activity as assessed by Us at our sole discretion to be Fraudulent, we reserve the right to reclaim all Commissions paid to You at any time in respect of such Player. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts, or a portion thereof that we deem fit, (including those legitimately generated) due to You under this Agreement, if We have reasonable cause, at our sole discretion, to believe that such traffic has been generated with Your knowledge.

5.4. For the purposes of this Agreement, ‘Advantage’ Play and ‘Incentivised’ Player traffic will not be included in determining any Commissions due to You. If you have any questions as to what constitutes ‘advantage’ or ‘incentivised’ play, You are urged to contact your account manager.

5.5. Money laundering is a serious crime and should We become aware of or suspect that You are engaged in or involved with any money laundering activities, We reserve the right to immediately suspend Your account with us, pending an investigation, or to terminate this Agreement with immediate effect with the consequence of forfeiture of all Commissions due to You. In addition, We reserve the right to comply with any statutory duties to report such activity without notice to You.

5.6. Money Laundering - You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.

5.7. It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Programme or Our Merchants to facilitate criminal activity.

5.8. If we have any knowledge or suspicion envisaged above, We may (a) immediately suspend, deregister or terminate Your membership of the Affiliate Programme; and/or (b) at our absolute discretion, not pay You any funds due to You as Commission.

5.9. We reserve the right to report you to the aforementioned federal or local authorities should we, in our absolute discretion, determine that we are obliged, by law, to do so.

6. Our Responsibilities

6.1. Subject to Our rights, We will provide various marketing materials as referred to herein and technical support and assistance with regard to such materials.

6.2. We will track the registration of all Players referred and track their purchases and losses for the purposes of calculating Commissions due to You.

7. Commission Payments

7.1. We will, as agent for the Online Gambling Operators, pay out all Commissions due to You as set out below. Additionally, the following principles will, amongst any others listed from time to time in the Commission tables, apply in all instances to the management of Commissions:

7.1.1. If You become Dormant at any time during this Agreement, We reserve the right, at Our sole discretion, to either restructure, on an individual basis, the Commission calculation model applicable to Your account, including in respect of any Commissions due, or to terminate this Agreement. In this regard, you are urged to contact your account manager.


7.1.2. Any non-cash incentives or expenses involved in retaining Players may be deducted at Our sole discretion from Your Commission.

7.1.3. Negative Commissionable revenue generated in any given month by any Players who We, at our sole discretion, determine to be “High Rollers”, will be carried forward and offset against future commissionable revenue generated by Players referred by You until such negative commissionable revenue is cleared. The determination of the criteria to categorize a Player as “High Roller” shall be at our sole discretion, and Our sole responsibility in this regard shall be to advise you of the categorisation of any Players referred by you as the same by way of amendment to this Agreement. Current criteria for determining our High Roller policy are:

7.1.3.1. If, in any given month, a player generates negative commissionable revenue of at least €10,000.00 (ten thousand Euros) and the aggregate commissionable revenue in that month (for the casino) for that Affiliate is negative €2,000.00 (two thousand Euros) or greater, then such Player shall be deemed to be a High Roller;

7.1.3.2. if both of the above criteria are met (7.1.3.1.), then the negative commissionable revenue generated by the High Roller will be carried forward and offset against future commissionable revenue generated by that High Roller;

7.1.3.3. the negative balance carried forward cannot be set-off against other players' positive commissionable revenue;

7.1.3.4. the negative balance carried forward cannot be greater than the total aggregate negative commissionable revenue for the affiliate, for that month;

7.1.3.5. if there is more than one High Roller, the negative balance carried forward will be split proportionally between them;

7.1.3.6. The negative balance of a High Roller will be reduced by future positive commissionable revenue that they generate in subsequent months. A negative balance will not be increased by future negative commissionable revenue unless the High Roller meets the qualifying criteria stipulated in 7.1.3.1 above, in subsequent months;

7.2. We will provide a monthly report to each Affiliate detailing the total number of Players referred by such Affiliate, activity generated and Commissions payable to such Affiliate and any High Roller balances. We may, from time to time, make available such further statistics as we deem to be necessary to enable Affiliates to better promote the Online Gambling Operators. We will enable Affiliates to access the report contents online.

7.3. For the purposes of calculating Commission earnings, the Affiliate Programme month end is the last day of the month. Commission calculations for the purposes of determining the preceding month's balance are finalized by the 5th day of each month. Payments of Commission for the previous month are made by the 20th day after the close of the month.

7.4. Commission payments shall be effected by the method chosen by you; for a list of the most current payment methods click here. It is the responsibility of the Affiliate to select the method of payment. This may be updated form time to time. Payment shall be made by Us to You by way of the method selected by You on registration, but only in UK pounds or Euros at the market exchange rate.

7.5. Should a Player’s account be locked at their own request, and not for delinquent activity, the revenue of such Player will be added back to Your account and the impact may be positive or negative towards your overall earnings, dependent on such Player’s wins or losses.

8. Commission Calculation

You will earn Casino Commission based on the Commissionable Revenue (Gross Gaming Revenue less Non-Cash Incentives less Progressive Contribution less Chargebacks less any applicable licensed market tax)

Gross Gaming Revenue: the amount attributable to the casino after the player’s wager has been settled.
Non-Cash Items: the value of free credits or cash handed out to players by the casino or any other direct costs incurred to maintain the loyalty of a player (e.g. the cost of a gift to a player).

Progressive Contributions: a percentage of revenue generated on any progressive game that is paid over by the casino into a progressive pool.

The revenue share you will receive at month end is based on the following table:

 

Month 1

45%

From month 2 onwards

 

1 to 9 players

25%

10 to 39 players

30%

40 to 99 players

35%

100+ players

40%

 

 

Month 1: this commission % will be calculated on *New Actives acquired within the full calendar month after date of registration.

Month 2 onwards: this commission % will be calculated on the number of *New Actives acquired within the calendar months after month 1. Tiers are calculated on a monthly basis and do not carry over from month to month.

*New Actives: players that register, purchase and wager within the same calendar month.

9. Other Restrictions on Commission

9.1. You are restricted to one Affiliate account only.

9.2. If You or Your employees sign up as a Customer at one of Our Online Gambling Operators, We have the right to terminate this Agreement.

10. CPA Payment Plan

10.1. You will receive a once-off payment for every new Player you direct to any of our Sites. This once-off payment will only be payable and a CPA account activated once an insertion order is signed off by both the affiliate/publisher and an authorised signatory for the Programme.

10.2. A CPA Payment will be owed and payable to you only if and when:

10.2.1. a qualifying Player completes first registration on one of the Online Gambling Operator sites (“Sites”); and/or

10.2.2. a qualifying Player has submitted all documents, including but not necessarily limited to, identification documents, in full compliance with the requirements of any applicable territorial regulatory body; and

10.2.3. a qualifying Player meets the minimum wagering activity requirements, as previously agreed upon in the signed insertion order.

10.3. Please take note of the following with regards to the CPA Payment Plan:

10.3.1. We do not pay for incentivised traffic in any form and we do not pay for schemes where a Player is given part of the CPA as an incentive or any roulette playing schemes or casino systems where players are advised on how to play to beat the casino.


10.3.2. We hold the right to refuse to pay for any Player and/or traffic that we deem to be abusive as per the terms and conditions of this agreement.

11. Paid Advertising

11.1. All Paid Advertising arrangements are bound by the terms within the negotiated insertion order specific to each campaign.


12. Security & Confidentiality

12.1. You will be required, from time to time, to positively verify Your account with Us in order to receive payments due to You. This is to protect both You and Us from Fraud. This verification process may require the submission of personal documentation proving identity and physical address details.

12.2. During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of the Online Gambling Operators and/or the Affiliate Programme (including, for example, Commissions earned by You under the Programme). You agree not to disclose any of the same to third parties or to make use of any such Confidential Information, unless You have our prior written consent and You further agree that You will use the Confidential Information only insofar as it is necessary to further the purposes of this Agreement.

12.3. Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.

13. Intellectual Property

13.1. We hereby grant to You a non-exclusive, non-transferable license, for the duration of this Agreement, to use the Online Gambling Operators’ intellectual-property (licensed to Us by its owner/s) solely for the purposes of furthering Your obligations in terms of this Agreement and solely in connection with the marketing materials provided by Us on the Website.

13.2. You shall have no rights whatsoever to sub-license any Intellectual Property belonging to Us or the Online Gambling Operators, whether in whole or in part, to any third party whatsoever.

13.3. At all times, all content displayed upon Our Online Gambling Operator Sites remains Our clients’ respective property and shall not be deemed to have been transferred to You through any act or omission in respect of this Agreement.

13.4. You shall not assert the invalidity, unenforceability, or contest the ownership of the Online Gambling Operators’ Intellectual Property in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Our and/or the Online Gambling Operators’ rights to any Intellectual Property belonging to Us or them, nor do anything that might render the same generic or otherwise weaken its validity or diminish the goodwill associated with such Intellectual Property.

13.5. Under no circumstances whatsoever is the registration of any domain names or URLs which contain derivatives of the Online Gambling Operators’ respective brand names permitted. Any Affiliate found to be utilizing brand name derivatives in URLs, domain names or any other form of non-authorized marketing material shall be subject to termination of this Agreement, forfeiture of all Commissions due to such Affiliate and, in addition, shall face possible legal action.

13.6. To the extent that You are found to own any derivative URLs or domain names of Our or the Online Gambling Operator’s brands, You hereby irrevocably cede and assign ownership thereof to Us or our designated assignees and undertake to co-operate in doing all things necessary to perfect such cession.

13.7. All content contained on the Website and those Sites belonging to the Online Gambling Operators is the respective copyright of such parties. Under no circumstances whatsoever will the duplication of this content in any form be permitted. Affiliates who infringe this copyright, whether by republishing such content or otherwise, shall be subject to termination of this Agreement, forfeiture of all Commissions due to such Affiliate and, in addition, shall face possible legal action.

13.8. In keeping with Our stated policy on copyright materials in above, no Affiliate may bid on any Pay-Per-Click search engine service using brand names associated with any of Our or the Online Gambling Operators’ Intellectual Property.

14. Disclaimers Indemnities and Warranties

14.1. Ownership, content and liability for Your websites are Your sole responsibility. You will be solely responsible for the development, operation, and maintenance of Your website and for all materials that appear on Your website.

14.2. We make no express or implied warranties or representations with respect to the Affiliate Programme or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of the Website or the Online Gambling Operator Sites will be uninterrupted or error-free and We will not be liable for the consequences of any interruptions or errors.

14.3. Under no circumstances will We be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this agreement or the Affiliate Programme, even if We have been advised of the possibility of such damages. Further, in all instances, save as otherwise specifically provided herein, Our aggregate liability arising with respect to, and any losses of whatsoever nature which may result from this Agreement and the Affiliate Programme will not, in any situation, ever exceed the total Commission paid to You under this agreement during the 3 (three) months immediately preceding the cause of action giving rise to any claim for such damages/losses.

14.4. You hereby indemnify and hold Us and the Online Gambling Operators and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to Your performance or breach of any term or warranty representation, in terms of this agreement and Your negligence or any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorised use of Our banners and links or this Affiliate Programme and the development, operation, maintenance, and contents of Your website, notwithstanding that some of such content may have been provided by Us under license to You.

14.5. We reserve the right to withhold and/or claim any funds due to You by Us in exercising Our rights as an indemnified party in terms of clause 14.4 above. Should the funds in Your account be insufficient to cover such damages, we reserve all of Our rights to secure payment including, but not limited to withholding and/or claiming the payment of future commissions due to You by Us until such a time as the damages have been paid.

14.6. Nothing whatsoever in this agreement will create any partnership, joint venture, agency, franchise, sales or employment relationship between You and Us.

14.7. You understand that We may at any time (directly or indirectly) solicit player referrals on terms that may differ from those contained in this Agreement, or operate websites that are similar to, or compete with, your website(s). You have independently evaluated the desirability of participating in this Affiliate Programme, and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

14.8. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognized by us unless:

14.8.1. Reduced to writing and signed by both parties. In this regard, it is expressly recorded that none of our employees, officers or agents may verbally alter, modify or waive any provision of this agreement and only a party clearly identified as one of our authorized signatories may bind Us in any written, signed variation of this Agreement; or

14.8.2. Posted as an amended or new version on these terms and conditions linked to our Website.

15. Miscellaneous

15.1. This Agreement will be governed by the laws of Malta without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Malta and you irrevocably consent to the jurisdiction of these courts.

15.2. Our failure to enforce Your strict performance of any provision of this agreement will not constitute a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.

15.3. Whenever possible, each provision of this Agreement shall 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

15.4. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

15.5. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

15.6. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.

15.7. The headings in this Agreement are for convenience only and shall not affect its interpretation.

15.8. We recognise that You may wish to sell Your affiliate business to a third party, but We require You to acknowledge, recognise and respect that the personal qualities, probity and background of Affiliates is vital to Our decision to accept a person as an Affiliate of the Affiliate Programme.

15.9. Our rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

16. Prohibited Jurisdictions

16.1. By entering into this Agreement you undertake that you, or any associated marketing partner will not:

16.1.1. actively target Customers located in the following countries: Greece, Belgium, Spain, Denmark, France, Guadeloupe, Martinique, French Guiana, Réunion, French Polynesia, Mayotte, New Caledonia, Saint Barthélemy, Saint Martin, Saint Pierre and Miquelon, Wallis and Futuna, including but not limited to sending Players correspondence, the use of banners, off-line advertising and direct marketing; and

16.1.2. target Players located in the USA, including but not limited to, sending Customers correspondence, the use of bannering, off-line advertising and direct marketing and send Us or any of its Merchant casino sites any traffic from the USA or players from a .us based domain.

16.1.3. send Our 1Click Partners Marketing or any of its Merchant casino sites any traffic or players originating from the following countries: Greece, Belgium, Spain, Denmark, France, Guadeloupe, Martinique, French Guiana ,Réunion, French Polynesia, Mayotte, New Caledonia, Saint Barthélemy, Saint Martin, Saint Pierre and Miquelon, Wallis and Futuna.

16.1.4. 1Click Partners reserves the right to immediately terminate this Agreement should you or your associated marketing partners breach the abovementioned clauses 16.1.1 to 16.1.3 and excludes to the fullest extent lawfully permitted all liability incurred pursuant to such a breach of the abovementioned clauses.

16.2. The jurisdictions set out above are not exhaustive in that You bear total responsibility for ensuring that Players are only targeted in jurisdictions where Your or the Online Gambling Operators are allowed by law so to operate. Under no circumstances will We or the Online Gambling Operators assume any responsibility for Your failure to act in accordance with any regulatory or other applicable laws in any jurisdiction worldwide.

17. Term & Termination

17.1. The term of this agreement will begin when You are informed of Your acceptance as a member of the Affiliate Programme.

17.2. This Agreement shall endure indefinitely until terminated in terms of any termination rights contained herein or until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement shall be terminated immediately. Accordingly, termination is at will, for any reason, by either party. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification.

17.3. Upon termination, All rights and licenses granted to You in this Agreement shall immediately terminate and You must remove all of the Online Gambling Operators’ banners from Your site and disable any links from Your site to theirs and Ours. You will be entitled only to unpaid commission above the €200 payment threshold, if any, earned by You on or prior to the date of termination. You will not be entitled to Commission accruing after the date of termination.

17.4. If You have failed to fulfil Your obligations and responsibilities in terms hereof, We will not pay you the Commission otherwise owing to You upon termination.

17.5. We may withhold Your final payment for a reasonable time after termination to ensure that the correct amount is paid.

17.6. If We continue to permit activity (generation of revenue) from Players after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

17.7. Upon termination, You will return to Us any Confidential Information, and all copies of it in your possession, custody or control.

17.8. You and We will 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 relieve You from any liability arising from any breach of this Agreement, which occurred prior to such termination


Last Updated: 4 December 2012