Last modified - 01 May 2013
The following is an agreement (this “Agreement") by and between ourselves, operating the Winner Affiliate Program, and you, which contains the terms and conditions that apply to all members of our Winner Affiliate Program.
Please carefully read this Agreement in its entirety. By submitting the application form located at here, you will be deemed to have agreed to join our Winner Affiliate Program and to be bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you and us.
“Affiliate Activity" means accumulated Number of new unique depositing players.
“Affiliate Inactivity" means zero accumulated Number of new unique depositing players.
“Banners and Text Links" are the graphical artwork or text that will be directed to Sites through your Tracker, to permit a Player to hyperlink from your website to any Site.
“Bingo Net Revenue" means the amount of Bingo bets minus Bingo winnings amount minus Bingo bonuses.
“Casino Net Revenue" means the amount of Casino bets minus Casino winnings minus Casino bonuses plus adjustments to Casino bonuses.
“Chargeback" or “Credit" are a credit card transaction which is not collectable by the credit card company as a result of customer non-payment or fraudulent credit card use, or other Player payment transaction which is revoked and for which a credit is given.
“CPA Payment" is the one-time payment for every qualifying Player payable to you if you choose the CPA payment plan.
“Deposits" are the funds transferred by Players to their player accounts at the relevant Sites.
“Exit Traffic" means the traffic that you bring via an exit window, when Players leave a Site (using your unique Tracker).
“Fraud" means an actual or attempted act by you or any Player which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; abuse of the CPA commission structure (for example: less than 100 iPoints accumulation per new poker player); violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; rake-back activity; and unauthorized use of any intellectual property rights (including third parties' and any of our or the Sites' rights).
“Games Net Revenue" means the amount of Games bets minus Games winnings amount minus Games bonuses minus fixed fee of 20%.
“Marks" means any logo, trade mark, trade name, design, domain name or similar identifying material that are owned or licensed by us or by any Site.
“Player" is a person that enters any Site via your Tracker(s), has opened a new player account with such Site and is qualified and authorized to access and use the Site in accordance with the terms and conditions of use of such Site and with all applicable laws, rules and regulations.
“Player Rake" in the case of Poker means any rake collected from a Player.
“Poker Net Revenue" means the total of all Player Rakes plus Poker tournament entry fees minus Poker bonuses, Chargebacks; and any other revenue returns, credits, compensations or refunds given to Players.
“Poker Gross Revenue" total of all Player Rakes plus poker tournament entry fees in the relevant calendar month, less Chargebacks; and any other revenue returns, credits, compensations or refunds given to Players.
“Promotion Mails" " means graphical artwork or text regarding specific promotion campaigns, sent by us from time to time for dissemination by you.
“Revenue Commission" is the percentage of Casino Net Revenue, Sportsbook Net Revenue, Poker Net Revenue, Poker Gross Revenue or Bingo Net Revenue payable to you if you choose the Revenue Share payment plan.
“Sites" are the websites promoted by us and offered within the WINNER Affiliate Program, as they may be from time to time, and all of their related pages.
“Spam" means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time Remove option, (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
“Sub-Affiliates" mean persons who were introduced to us by you and who join our WINNER Affiliate Program as regular affiliates, and in respect of which we shall pay you certain commissions, as further described in this Agreement.
“Sportsbook" means the Operator's online sports betting product.
“Sportsbook Net Revenue" means the amount of Sports bets minus Sports winnings minus Sports bonuses plus adjustments to Sports bonuse.
“Trackers" are the unique tracking URLs that we provide exclusively to you for the term of this Agreement, through which we track Players and calculate your Revenue Commission or CPA Payment, as applicable.
By this Agreement and upon receiving your application form, we will consider accepting you as an affiliate in our WINNER Affiliate Program. If we decide, in our discretion, to accept you as an affiliate, this Agreement will become valid and binding as between you and us, and we will hereby grant you the non-exclusive, revocable right to direct potential players to the Sites, in accordance with the terms and conditions of this Agreement.
This Agreement does not grant you an exclusive right to direct potential players to the Sites or any other exclusive right in connection with the Sites or with the WINNER Affiliate Program. Except for the payment of the Revenue Commission or CPA Payment, as applicable, you will not have any rights with respect to any Players.
We may operate additional affiliate programs in connection with the Sites or any other sites, and you will have no right in connection with such other programs, other than those rights we may expressly grant to you.
License to Use Marks
We hereby grant you a non-exclusive, revocable, non-transferable sublicense, for the term of this Agreement, to use any Marks solely for the display of the Banners and Text Links on your sites.
This sublicense cannot be sub-licensed, assigned or otherwise transferred by you, unless approved in writing by us. Your right to use the Marks is limited to and arises only out of the sublicense herein granted. We have the right to terminate this sublicense at any time by written notice to you. This sublicense will be terminated automatically upon the termination of this Agreement for any reason.
You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Marks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites' rights (as an owner or licensee) in or to the Marks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Marks.
Commercial Use Only
The marketing opportunity presented in our Affiliate Program is for commercial use only, and you, your family members, friends or associates may not make Deposits, directly or indirectly, through any of your Trackers for your or their own personal use or to increase the amounts payable to you under this Agreement by any act which involves Fraud.
If you wish to make test transactions to evaluate the system, including Deposits, please contact manager@WINNER.com so we can refund the charges once you have completed your testing.
Transactions made in violation of this provision will be deemed Fraud traffic and we will deduct applicable Deposits or traffic from the amounts payable to you hereunder.
It is clarified that any and all data relating to the Players shall be and remain our exclusive property.
Promotion and Link to Sites
By joining our WINNER Affiliate Program, you agree to market, promote and refer potential Players to the Sites, by creating and maintaining a unique link from your site to the Sites and by disseminating Promotional Mails received from us. This link may be established with one or more of our Banners and Text Links. You will be solely liable for the content and manner of your marketing and promotion activities. All such activities must be conducted at all times in a professional and lawful manner.
With our written permission, you may link directly to the Sites' downloadable.exe file, and in this case we may ask you to comply with additional relevant requirements.
No Other Marketing or Other Activity
The establishment and maintenance of the unique link from your site to the Sites using the Banners and Text Links, and the dissemination of Promotional Mails, are the only methods by which you may advertise, market and promote the Sites, unless we give you our prior written authorization for any other activity.
You will use only our approved Banners and Text Links and Promotional Mails and will not alter their appearance, design or content, unless we give you our prior written authorization otherwise. At your request, we will provide you with a code that will enable you to post in your sites rotating banners from our banner farm.
You understand and acknowledge that the appearance and contents of our Banners and Text Links and Promotional Mails constitute the only authorized and permitted representation of the Sites.
You can only participate in our Affiliate Program if you are of the legal age determined by any applicable laws in your jurisdiction. In any event and under any circumstances, you cannot participate in our Affiliate Program if you are under 18 years of age. We reserve the right to ask for proof of age from you and your account may be suspended until a satisfactory proof of age is provided to us.
You will not by yourself, nor will you allow, assist or encourage others to, market and promote the WINNER Affiliate Program or any of the Sites, directly or indirectly, to persons that are less than 18 years of age or such higher age as may apply in the jurisdiction that you are targeting, or develop or implement marketing and promotion strategies in respect thereof.
Legality of Use
You accept sole responsibility for determining whether your participation in our Affiliate Program is legal under any laws that apply to you. You understand that we do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of your participation in our Affiliate Program or the receipt of any payments from us, under any applicable laws.
We have zero tolerance for inappropriate conduct and Fraudulent activity. You will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that you believe or should reasonably believe to potentially involve Fraud, or any act or traffic that we inform you is suspected by us, in our discretion, to involve or potentially involve Fraud.
You will not market or promote any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by us and/or any Site in connection with Excluded Territories. "Excluded Territories" include the territories indicated in the list below, which may be changed by us from time to time. IT IS YOUR DUTY TO CONSULT AND CHECK REGULARLY THIS AGREEMENT REGARDING ANY CHANGES TO THIS LIST.
The Excluded Territories are as follows:
AFGHANISTAN, ANTIGUA AND BARBUDA, BULGARIA, CHINA, CUBA, CYPRUS, ESTONIA, FRANCE AND IT'S TERRITORIES, HONG KONG, IRAN, IRAQ, ISRAEL, KAHNAWAKE, LIBYA, MACAU, NETHERLANDS ANTILLES, REPUBLIC OF SERBIA, SUDAN, SYRIA, THE PHILIPPINES, TURKEY, USA AND ITS TERRITORIES.
Moreover, player activity from the following territories does not qualify for CPA payments: BELARUS, GEORGIA, INDIA, ITALY, LATVIA, ROMANIA, RUSSIA, UKRAINE
Sole Responsibility for Your Site
You will be solely responsible for the operation and content of your site, including for ensuring that materials posted on your site are not libelous, obscene, sexually explicit, violent or otherwise illegal, or, if notified by us in our discretion, otherwise unsuitable. You will be solely responsible that all the content of your site is original or otherwise is permitted to be published by the owner thereof.
You will not make any claims, representations or warranties in connection with us or any of the Sites, and you will not be authorized to make any commitment or assume any liability or obligation on our behalf or on behalf of any of the Sites.
We do not allow any form of rake-backs in our Affiliate Program. You will not offer any rake-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of the players’ rake to be returned to the player in any form. You will also not advertise or be engaged with any site that offers rake-backs. We reserve the right to withhold any amounts due to you if we believe you were involved in any rake-back activity.
During your participation in our Affiliate Program, we may disclose to you or you might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to us (herein referred to as "Confidential Information"). You shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over you (in which case you will give us prompt notice of such requirement).
In addition and without derogating from any of the above, you will not at any time by yourself, nor will you allow, assist or encourage others to, do any of the following:
Registering and Tracking Players
We will register your Players and track their play, and will calculate the amounts payable to you in accordance with the applicable payment plan.
We reserve the right to require the Sites to refuse new Players or to close the accounts of existing Players if necessary in our sole discretion in order to comply with any requirements we may periodically establish, including without limitation with regard to Fraud, unlawful activity, breach of the respective Site's terms and conditions of use, or otherwise.
We will make payments to you in accordance with the applicable payment plan, as set forth in detail below.
We will provide you with remote online access to reports regarding Player activity and the Revenue Commission generated (if applicable). The form, content and frequency of the reports will be subject to change in our discretion. We will not be liable for the completeness or accuracy of any reports.
All telephone conversations between you and any of our staff may be recorded, and you hereby consent to such recording. Any recordings will be treated in the strictest confidence and may be used by us in events of misunderstanding or dispute.
We are committed at all time for secrecy and confidentiality of your identity and information. However, We shall be entitled to inform relevant authorities, online casino operators, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and you will cooperate fully with us to investigate any such activity.
It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that we know the true identity of any of our affiliates.
You agree to provide us any supporting documents requested by us. You are aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from your bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company's certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.
Alternative Payment Plans
The payment due and payable to you at the end of each calendar month will be determined according to the payment plan you choose. Under the Revenue Share payment plan, we will pay you a commission on your Casino Net Revenue, Poker Net Revenue and Bingo Net Revenue, at a percentage that will be determined according to the number of Players generated on your Trackers, as set forth in Tables A-C below. Under the CPA payment plan, you will receive a one-time payment for every new Player directed by you to any Site who pays the requisite minimum deposit, as set forth in Tables D-F below.
The tables below set forth the consideration that applies to the Revenue Share and to the CPA payment plans. Table A shows the percentage levels that are set monthly according to your account's Casino Net Revenue. Table B shows the percentage levels that are set monthly according to your account's Poker Net Revenue. Table C shows the percentage levels that are set monthly according to your account's Bingo Net Revenue. Table D shows the stages of the Casino CPA payment plan, in accordance with the number of new qualifying Players that you directed to the Sites each month. Table E shows the stages of the Poker CPA payment plan, in accordance with the number of new qualifying Players that you directed to the Sites each month. Table F shows the stages of the Bingo CPA payment plan, in accordance with the number of new qualifying Players that you directed to the Sites each month.
Revenue Share Plan - Casino:
1 to 9 players per month - 25% Casino Net Revenue
10 to 49 players per month - 30% Casino Net Revenue
50 to 99 players per month - 35% Casino Net Revenue
100 to 499 players per month - 40% Casino Net Revenue
500 and up players per month - 45% Casino Net Revenue
Revenue Share Plan - Sportsbook:
1 to 9 players per month - 25% Casino Net Revenue
1 to 49 players per month - 20% Sportsbook Net Revenue
50 to 99 players per month - 25% Sportsbook Net Revenue
100 to 199 players per month - 30% Sportsbook Net Revenue
200 and up players per month - 35% Sportsbook Net Revenue
Revenue Share Plan - Poker:
1 to 20 players per month - 20% Poker Net Revenue
21 to 40 players per month - 25% Poker Net Revenue
41 and up players per month - 30% Poker Net Revenue
Gross Revenue Share - poker:
The Poker Gross Revenue Share Model* is based on the following calculation: A percentage share of the Poker Gross Revenue with subsequent deduction of any Poker bonuses Players have received on the basis of percentages in the table below:
1st month 60% Gross Revenue Share - 25% revenue share on side games
2nd month 50% Gross Revenue Share - 25% revenue share on side games
3rd month 45% Gross Revenue Share - 25% revenue share on side games
4th month and after 35% Gross Revenue Share - 20% revenue share on side games
*When choosing the Poker Gross Revenue Share model, Poker Side Games revenue share will be calculated as follows: 10% of the amount of Casino bets placed by Players in the relevant calendar month less the Casino winnings.
Revenue Share Plan - Bingo:
Up to $4,999 NGR Marketing Fee - 20% Bingo Net Revenue
From $5,000 to $7,999 NGR Marketing Fee - 25% Bingo Net Revenue
From $8,000 to $19,999 NGR Marketing Fee - 30% Bingo Net Revenue
$20,000 and up NGR Marketing Fee - 35% - Bingo Net Revenue
Revenue Share Plan - Games:
1 or more players per month - 15% Games Net Revenue
CPA Plan - Casinos:
1 to 10 new players per month - $75 per player
11 to 30 new players per month - $100 CPA per player
31 to 40 new players per month - $125 CPA per player
41 to 50 new players per month - $150 CPA per player
51 to 60 new players per month - $175 CPA per player
61 to 70 new players per month - $200 CPA per player
71 to 90 new players per month - $225 CPA per player
91 new players and more per month - $250 CPA per player
CPA Plan - Sportsbook:
1 to 10 new players per month - $40 CPA per player
11 to 30 new players per month - $60 CPA per player
31 to 50 new players per month - $80 CPA per player
51 new players and mor per month - $100 CPA per player
CPA Plan - Poker:
1 to 10 new players per month - $70 CPA per player
11 to 20 new players per month - $80 CPA per player
21 to 30 new players per month - $95 CPA per player
31 to 40 new players per month - $120 CPA per player
41 to 50 new players per month - $135 CPA per player
51 new players and more per month - $150 CPA per player
CPA Plan - Bingo:
1 to 10 new players per month - $25 CPA per player
11 to 50 new players per month - $50 CPA per player
51 to 100 new players per month - $75 CPA per player
Over 100 new Players per month - $100 CPA per player
Please note the following with regard to the CPA payment plan:
Final and Binding Data and Calculations
All calculations in connection with the amount payable to you, whether under the Revenue Share or the CPA payment plans, will be made by us and based solely on our systems' data and records, and our calculations will be final and binding.
Change of Payment Plan
We reserve the right to change your chosen payment plan upon notice to you. Any such change will take effect only from the date of such notice.
Business by Other Persons
You shall have no claims to Revenue Commission, CPA Payment,or other compensation on business secured by or through persons or entities other than yourself.
Your Losses as a Player
If you are also a player in one of the Sites, we reserve the right not to include your losses or rakes as a player in the Revenue Commission due to you.
Exit Traffic will be considered as regular traffic for the purpose of calculating your Revenue Commission (if applicable).
We will send you every month a statement of account showing any balance due to you, if any, and if we will not receive any comments as to the correctness of the statement within two weeks, the statement of account will be deemed to have been accepted and agreed by you. You will be paid on a monthly basis, provided the amount payable to you is not less than $250. If this minimum amount is not reached in a particular month, we will be entitled to withhold payment and carry the amount due to you to the next calendar month and so on, until the minimum amount is reached. The minimum payable amount when utilizing alternative payment methods is $5. All payments will be due and paid in Euro or in any other currency in our discretion.
We will transfer funds only to the designated account appearing in your application form. Third party wire transfer is prohibited by us.
Taxes and Other Charges
You are fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to you under this Agreement, including without limitation any processing fees. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject in connection with making payments to you. We will be entitled to withhold or set-off any such amounts from the payments made to you.
The credit card processing fees applicable to Players, as well as other processing fees if any will be applicable in the future, will be deducted from the Casino Net Revenue, Poker Net Revenue or Bingo Net Revenue, as applicable, from which your Revenue Commission is derived. Credit card current processing fees are 4%-6% of all credit card Deposits. Checks, wire transfer and Western Union payments do not presently charge any processing fees. Such fees, however, are subject to change at any time.
A rolling security reserve of 8% of all amounts due to you may be withheld for up to 6 months from the payment due date. The security reserve will serve to guarantee any debt or liability from you to us pursuant to this Agreement, such as in connection with Fraud, Chargebacks, Credits, etc.
Chargebacks and Credits
Fifty percent of all Chargeback and Credit amounts would be deducted from your payment or the reserved funds. Chargeback and Credit fees will be paid to the credit card companies or other payment service providers, as applicable, and will be administered by us. If a Chargeback or Credit occurs during the fee payment-processing period (usually 12 business days), we reserve the right to deduct such amounts and the associated fees from the amounts due to you under the Revenue Share plan. Any Chargeback or Credit to a Player in respect of which you have chosen the CPA payment plan will disqualify such Player and you will not be entitled to any payment with respect to such Player.
Right to Withhold Amounts
We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question. If we believe that a Fraud has taken place or is contemplated by any Player without your knowledge, we will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud.
We do not support nor give hand to any kind of content stealing or copying (site scraping), and we reserve the right to close your account with us if you will be proven to use such methods, and/or to transfer the amounts payable to you to the original content creator.
We reserve the right to delay or withhold payments if any supporting documents are not provided to us upon request.
If we determine, in our sole discretion, that you have engaged in any activity forbidden in this Agreement, including without limitation activity that involves Excluded Territories, or that you have otherwise breached any of your representations, warranties or undertakings in this Agreement, we may (without limiting any other rights or remedies available to us) withhold any amounts due and payable to you hereunder, whether or not generated by such forbidden activity or breach.
Negative Balance Carry-Over
A negative balance in your affiliate account with us is relevant only to the Casino Revenue Share payment plan, and means that the total of all bets generated on your Trackers is less than the total of all winnings plus bonuses generated on your Trackers (i.e., your Casino Net Revenue is negative).
WINNER has a negative carry-over policy, meaning that from the third month of this Agreement (after a two-month "grace period"), any negative balance in your affiliate account will be carried over to subsequent months and will be set-off against the payments due to you in the subsequent months, until the full negative balance is thus set-off.
Any person who was introduced to us by you and joins the WINNER Affiliate Program as an affiliate thereof, by submitting to us the standard application form through the Sub-Affiliate link on the WINNER Affiliate Program site, will be considered to be your Sub-Affiliate and tracked as such. Any Sub-Affiliate will be treated as a regular affiliate in the WINNER Affiliate Program and will be bound by the terms and conditions of this Agreement, and you will be liable to us, jointly and severally with any Sub-Affiliate, for the performance of such Sub-Affiliate's obligations under the Agreement.
To reward you for your Sub-Affiliates and to incentivise you to obtain additional Sub-Affiliates, in addition to paying the Sub-Affiliate (as an affiliate of ours) the commissions set forth in this Agreement, we will also pay you an additional commission in respect of the payments made to the Sub-Affiliate, as set forth in the table below.
Levels in Relation to You *
1st Tier - 2.0% Commission
2nd Tier - 1.5% Commission
3rd Tier - 1.0% Commission
* All of your Sub-Affiliates are our affiliates and, as such, will be entitled to payments according to one of the payment plans described above. Being our affiliates who are party to this Agreement, they will also be entitled to introduce to us their own Sub-Affiliates, each of whom will automatically also be considered as your indirect Sub-Affiliate. As a result, you may have "under you" a chain of Sub-Affiliates, each constituting a certain "Tier" in relation to you. The commission table above shows the percentage you will be entitled to receive from us of the payments made by us to the relevant Sub-Affiliate. For example, if a player uses any of the Sites through a 3rd Tier Sub-Affiliate of yours (i.e. the player enters the Site through the unique link given by us to such Sub-Affiliate as an affiliate of ours), we will pay you, in addition to the payments made by us to that Sub-Affiliate in accordance with the applicable payment plan, a commission of 1% of all such payments.
Term and Termination
The term of this Agreement will begin when you submit your affiliate application form located here and will continue until either party notifies the other party that it wishes to terminate the Agreement, with or without cause, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON OR FOR NO REASON, BY EITHER PARTY.
For purposes of notification of termination, sending a notice via email is considered a written and immediate form of notification.
Without derogating from the termination at will provision above, we will immediately terminate this Agreement if we determine, in our sole discretion, that you or any of your Players are engaged in Fraud, or that you have paid any of your Players rake-backs or other payments or financial incentives, that we have doubt in respect of your true identity, any of your activities pose any risk to the integrity of the Affiliate Program, you reduced or suspended the promotion of our Sites, or if your site is aimed at minors (below the age of 18 or a higher age as determined in any applicable jurisdiction); involves Excluded Territories; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violates intellectual property rights (of ours, any Sites’ or any third party’s); includes content which is libelous, obscene, sexually explicit or violent; promotes any unlawful activities; or is unsuitable or inappropriate in our discretion
Results of Termination
Immediately following the termination of this Agreement for any reason, you must remove all of our Text Links and Banners from your site, as well as any other marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by us and/or provided to you by us in connection with this Agreement. You must also disable any links from your site to any Site, and stop any activity relating to Promotion Mails. All rights and licenses given to you in this Agreement shall immediately terminate.
If you have failed to fulfill your obligations and responsibilities, we will not pay you the Revenue Commission otherwise owing to you on termination or thereafter, if applicable.
We may withhold your final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to us. We will be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to us, if any.
Any continued access and use by Players of any of the Sites following the termination of this Agreement, if any, shall not constitute continuation or renewal of this Agreement or a waiver of its termination.
Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (2) you are not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not a resident of any of the Excluded Territories; (4) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; and (5) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.
You will defend, indemnify, and hold us and our affiliates, and our and their directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement; (b) the performance of your duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of your site.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE WINNER AFFILIATE PROGRAM OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
We are not liable in any way, nor do we assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, contents or any other aspect related thereto.
ANY LIABILITY TO YOU ARISING FROM THIS AGREEMENT AND THE WINNER AFFILIATE PROGRAM IS LIMITED TO DIRECT DAMAGES ONLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, OUR AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE WINNER AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF EITHER:
• THE AMOUNT OF $100,000 (ONE HUNDRED THOUSAND U.S. DOLLARS); OR
• THE TOTAL PAYMENTS MADE TO YOU UNDER THIS AGREEMENT OVER THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
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.
We and you are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
You will have no authority to make or accept any offers, representations or obligations on our behalf. You will not make any statement, whether on your site or otherwise, that could be reasonably construed to contradict the foregoing.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS.
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT, OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE.
YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN OUR AFFILIATE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting the amended agreement on this "Terms & Conditions" page on our site. Any changes will take effect from the date specified at the head of the Agreement and you are solely responsible for learning of any such amended versions and changes. It is important, therefore, that you log in from time to time to this page on our site and check to see whether there is any amended version. Amendments may include, for example, changes in the commission amounts payable under this Agreement, payment procedures, restrictions on operation and any other WINNER Affiliate Program rules. None of our employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE WINNER AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY AMENDED AGREEMENT ON OUR SITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT YOU HAVE ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.
Governing Law and Jurisdiction
The construction, validity and performance of this Agreement will be governed by English law. The competent court in London will have exclusive jurisdiction in any matter arising from or related to this Agreement. This, however, shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. The English language version of this Agreement will prevail over any other language version issued by us.
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.
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.
You may not assign or transfer this Agreement or any part thereof without our prior written consent.
Remedies and Injunctive Relief
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. 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 by you of any provision of this Agreement, our rights and obligations 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, contract 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.